The Company (1) has filed
all reports required to be filed by Section 13 of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

The number of outstanding  shares of Common Stock of Fidelity D & D Bancorp,  Inc. at August 6, 2002, the latest  practicable  date was
1,812,409.

`FIDELITY D & D BANCORP, INC and SUBSIDIARY.
                                           DUNMORE, PA 18512

                                        FORM 10-Q JUNE 30, 2002
                                                INDEX
PART I. FINANCIAL INFORMATION                                                           Page


ITEM 1. FINANCIAL STATEMENTS:

               Consolidated Balance Sheets as of June 30, 2002
                  and December 31, 2001                                                   3
               Consolidated Statement of Income for the three and six
                  months ended June 30, 2002 and 2001                                     4
               Consolidated Statement of Changes in Shareholders' Equity
                   for the six months ended June 30, 2002 and 2001                        5
                Consolidated Statement of Cash Flows for the six months
                  ended June 30, 2002 and 2001                                            6
               Notes to Consolidated Financial Statements                              7-10

ITEM 2.        Management's Discussion and Analysis of Financial Condition
                        and Results of Operations                                     11-24

ITEM 3.     Quantitative and Qualitative Disclosure about Market Risk,
                         included in Item 2                                           22-23

PART II.   OTHER INFORMATION

ITEM 1.        Legal Proceedings                                                         24

ITEM 2.        Change in Securities and Use of Proceeds                                  24

ITEM 3.        Defaults upon Senior Securities                                           24

ITEM 4.        Submission of Matters to a Vote of Security Holder                        25

ITEM 5.        Other Information                                                         25

ITEM 6.        Exhibits and Reports on Form-8K                                           26

Signature Page                                                                           27

Exhibit Index                                                                            28`

`FIDELITY D & D BANCORP, INC. AND SUBSIDIARY
                                CONSOLIDATED BALANCE SHEET
                        As of June 30, 2002 and December 31, 2001

                                                           June 30, 2002    December 31, 2001
                                                            (unaudited)         (audited)
                                                      ------------------------------------------

ASSETS
Cash and due from banks                                   $ 13,839,182        $ 19,845,029
Interest bearing deposits with financial institutions          611,498           5,799,943
                                                      ------------------------------------
      Total cash and cash equivalents                       14,450,680          25,644,972

Federal funds sold                                          14,950,000
Held to maturity securities                                 29,610,034          21,640,254
Available-for-sale securities                              121,944,216         132,333,734

Loans net of unearned income                               366,847,525         357,718,257
Allowance for loan losses                                    3,822,073           3,741,933
                                                      ------------------------------------
      Net loans                                            363,025,452         353,976,324

Loans available-for-sale                                    15,709,991          16,150,020
Bank premises and equipment                                 12,861,424          11,513,154
Accrued interest receivable                                  3,038,468           3,268,456
Foreclosed assets held for sale                                144,464             688,041
Other assets                                                 2,706,292           3,814,883
                                                      ------------------------------------
      Total assets                                       $ 578,441,021       $ 569,029,838
                                                      ====================================

LIABILITIES
Deposits
   NonInterest-bearing                                   $  56,807,716       $  53,301,605
   Cert. of deposit $100,000 or more                       151,511,537         132,679,995
   Other interest-bearing deposits                         217,647,061         221,797,128
                                                      ------------------------------------
      Total deposits                                       425,966,314         407,778,728

Accrued expenses and other liabilities                       3,783,911           3,597,892
Shortterm borrowings                                        42,954,153          54,480,988
Longterm debt                                               63,000,000          63,000,000
                                                      ------------------------------------
   Total liabilities                                       535,704,377         528,857,608
                                                      ------------------------------------

Shareholders' Equity:
   Preferred stock authorized 5,000,000 shares,
        no par value, none issued
   Common stock authorized 10,000,000 shares,
        no par value                                         9,584,419           9,353,452
   Treasury stock, 12,960 shares                              (479,640)
   Accumulated other comprehensive income/(loss)               110,642          (1,262,046)
   Retained earnings                                        33,521,223          32,080,824
                                                      ------------------------------------
      Total shareholders' equity                            42,736,644          40,172,230
                                                      ------------------------------------
      Total liabilities and shareholders' equity         $ 578,441,021       $ 569,029,838
                                                      ====================================

                                    See notes to consolidated financial statements`

`FIDELITY D & D BANCORP, INC. AND SUBSIDIARY
                                             CONSOLIDATED STATEMENT OF INCOME
                                     Three and Six Months Ended June 30, 2002 and 2001
                                                       (unaudited)


                                                               Three Months Ended                Six Months Ended
                                                         June 30, 2002    June 30, 2001    June 30, 2002     June 30, 2001


Interest Income
   Interest and fees on loans:
         Taxable                                          $ 6,279,804      $ 6,857,753     $ 12,492,690      $ 13,708,936
         Nontaxable                                           145,552          190,981          306,998           379,123
    Interest and fees on leases                               133,747          181,089          284,274           369,628
    Interest-bearing deposits with financial institutions       4,853             (273)          10,760             8,174
    Investment securities:
         US Government agencies                             1,977,464        1,656,292        3,935,447         3,275,200
         States & political subdivisions (nontaxable)         119,417          194,132          251,886           408,177
         Other securities                                      59,620           58,177          119,019           156,592
    Federal funds sold                                         38,789          120,683           88,786           121,644
                                                           --------------------------------------------------------------
       Total interest income                                8,759,246        9,258,834       17,489,860        18,427,474
                                                           --------------------------------------------------------------
 Interest expense
    Certificates of deposit of $100,000 or more             1,494,447        1,874,084        2,925,789         3,473,530
    Other deposits                                          1,915,985        2,026,068        3,940,367         4,292,862
    Securities sold under repurchase agreements               257,854          326,746          563,207           814,032
    Other                                                     897,788          919,315        1,784,783         1,963,486
                                                           --------------------------------------------------------------
       Total interest expense                               4,566,074        5,146,213        9,214,146        10,543,910
                                                           --------------------------------------------------------------
       Net interest income                                  4,193,172        4,112,621        8,275,714         7,883,564

 Provision for loan losses                                    496,000          276,000          956,000           604,000
                                                           --------------------------------------------------------------
       Net interest income, after
        provision for loan losses                           3,697,172        3,836,621        7,319,714         7,279,564
                                                           --------------------------------------------------------------
 Other income:
    Service charges on deposit accounts                       289,398          300,606          543,275           558,870
    Gain on sale of investment securities                      40,173             -              59,861           114,375
    Gain on sale of loans and leases                          180,833           78,828          262,419           158,706
    Gain/(loss) on foreclosed assets held for sale            (29,824)          (7,784)          54,935            18,018
    Other income                                              498,683          458,014        1,030,957           844,304
                                                           --------------------------------------------------------------
       Total other income                                     979,263          829,664        1,951,447         1,694,273
                                                           --------------------------------------------------------------
 Other operating expenses:
    Salaries and employee benefits                          1,545,435        1,477,715        3,137,025         2,832,198
    Premises and equipment                                    549,782          634,122        1,194,784         1,273,306
    Advertising                                               120,197          104,207          186,332           194,247
    Other expenses                                            942,844          960,903        1,784,702         1,807,973
                                                           --------------------------------------------------------------
       Total operating expenses                             3,158,258        3,176,947        6,302,843         6,107,724
                                                           --------------------------------------------------------------
 Income before provision for income taxes                   1,518,177        1,489,338        2,968,318         2,866,113
 Provision for income taxes                                   409,424          349,328          781,436           642,663
                                                           --------------------------------------------------------------
        Net income                                        $ 1,108,753      $ 1,140,010      $ 2,186,882       $ 2,223,451
                                                           ==============================================================
Basic earnings per share                                       $ 0.61           $ 0.63           $ 1.20            $ 1.23
Diluted earnings per share                                     $ 0.61           $ 0.63           $ 1.20            $ 1.23
Dividends per share                                            $ 0.21           $ 0.20           $ 0.41            $ 0.39

                                          See Notes to Consolidated Financial Statements.`

`FIDELITY D & D BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                              For the Six Months Ended June 30, 2002 and 2001
                                                (unaudited)


                                                                                                              Accumulated
                                                         Capital Stock         Treasury      Retained      Other Comprehensive
                                                      Shares        Amount       Stock       Earnings          Income/(Loss)         Total
                                                   -------------------------------------------------------------------------------------------

Balance, Dec. 31, 2000, as previously reported      1,806,274    $8,881,713     $   -      $29,963,134          ($1,325,435)      $37,519,412

Prior period adjustment  error in accounting for
   student loans and related interest income                                                  (304,349)                              (304,349)
                                                   -------------------------------------------------------------------------------------------
Balance, Dec. 31, 2000, as restated                 1,806,274     8,881,713         -       29,658,785           (1,325,435)       37,215,063
                                                                                                                                --------------
Net income                                                                                   2,223,451                              2,223,451


Change in net unrealized holding
gains/(losses) on available-for-sale
securities, net of reclassification
adjustments and tax effects                                                                                         963,949           963,949
                                                                                                                                --------------
Comprehensive income                                                                                                                3,187,400
                                                                                                                                --------------

Dividends                                                                                     (700,457)                              (700,457)

Dividends reinvested                                    5,603       204,347                                                            204,347
                                                   -------------------------------------------------------------------------------------------
Balance, June 30, 2001                              1,811,877   $ 9,086,060     $         $ 31,181,779           $ (361,486)     $ 39,906,353
                                                   ==========================================================================================

Balance, December 31, 2001                          1,819,168   $ 9,353,452     $         $ 32,080,824         $ (1,262,046)     $ 40,172,230
                                                                                                                                --------------
Net income                                                                                   2,186,882                              2,186,882

Change in net unrealized holding
gains/(losses) on available-for-sale
securities, net of reclassification
adjustments and tax effects                                                                                       1,372,688         1,372,688
                                                                                                                                --------------
Comprehensive income                                                                                                                3,559,570
                                                                                                                                --------------
Dividends                                                                                     (746,483)                              (746,483)

Treasury stock purchased, 12,960 shares at cost                                  (479,640)                                           (479,640)

Dividends reinvested                                    6,202       230,967                                                           230,967
                                                   -------------------------------------------------------------------------------------------
Balance June 30, 2002                               1,825,370   $ 9,584,419    $ (479,640)$ 33,521,223            $ 110,642      $ 42,736,644
                                                   ==========================================================================================


             See notes to consolidated financial statements.`

Comprehensive income for
the three months ended June 30, 2002 and June 30, 2001 was $3,128,294 and
$1,033,217, respectively.

`FIDELITY D & D BANCORP, INC. AND SUBSIDIARY
              CONSOLIDATED STATEMENT OF CASH FLOWS
         For the Six Months Ended June 30, 2002 and 2001
                           (unaudited)

                                                                         2002                            2001
                                                                 -------------------            --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                      $ 2,186,882                     $ 2,223,451
     Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                                     514,297                         597,400
        Amortization of securities (net of accretion)                    (33,429)                        (22,619)
        Provision for loan losses                                        956,000                         604,000
        Deferred income tax                                              203,376                        (240,264)
        Amortization of mortgage servicing rights                         46,125                          19,991
        (Gain)/loss sale of investment securities                        (59,861)                       (114,375)
        (Gain)/loss on sale of loans and leases                         (262,419)                       (158,706)
        (Gain)/Loss on sale of foreclosed assets held for sale           (74,356)                        (18,018)
        Loss on sale of disposed assets                                   10,928
        Net change in interest receivable                                229,988                         172,554
        Net change in accrued expenses                                   186,019                         423,590
        Net change in other assets                                       151,949                         (91,186)
                                                                 -------------------            --------------------
        Net cash provided by operating activities                      4,055,499                       3,395,818
                                                                 -------------------            --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of held-to-maturity securities                          (9,057,722)                              0
     Proceeds from maturity, call and paydown
        of held-to-maturity securities                                 1,083,389                         482,874
     Proceeds from the sale of available-for-sale securities          29,274,261                       4,114,375
     Proceeds from maturity, call and paydown
        of available-for-sale securities                              22,283,358                      12,971,688
     Purchase of available-for-sale securities                       (38,990,429)                    (19,123,750)
    (Increase)/decrease in federal funds sold                        (14,950,000)                    (13,600,000)
     Proceeds from sale of available-for-sale loans                   18,879,873                      10,775,758
     Net change in loans & leases                                    (28,474,110)                    (19,545,310)
     Purchase of bank premises and equipment                          (1,873,495)                       (883,613)
     Improvements to foreclosed assets held for sale                                                      (9,338)
     Proceeds from sale of foreclosed assets held for sale               909,489                         308,814
                                                                 -------------------            --------------------
        Net cash  used in investing activities                       (20,915,386)                    (24,508,502)
                                                                 -------------------            --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net change in noninterest bearing deposits                        3,506,111                         651,661
     Net change in interest bearing deposits                          (4,150,067)                     (2,797,355)
     Net change in CD's $100,000 or more                              18,831,542                      45,603,022
     Net change in short term borrowings                             (11,526,835)                    (12,249,047)
     Purchase of treasury stock                                         (479,640)
     Dividends, net of dividends reinvested                             (515,516)                       (496,110)
                                                                 -------------------            --------------------
        Net cash provided by financing activities                      5,665,595                      30,712,171
                                                                 -------------------            --------------------
Net increase(decrease) in cash and cash equivalents                  (11,194,292)                      9,599,487
Cash and cash equivalents, beginning                                  25,644,972                       8,779,492
                                                                 -------------------            --------------------
Cash and cash equivalents, ending                                    $14,450,680                     $18,378,979
                                                                 ===================            ====================

                               See notes to consolidated financial statements.`

The accompanying unaudited
consolidated financial statements of Fidelity D&D Bancorp, Inc., and
subsidiary, The Fidelity Deposit & Discount Bank, (Bank), (collectively the
Company) have been prepared in accordance with accounting
principles, generally accepted in the United States of America (GAAP), for
interim financial information and with the instructions to Form 10Q and Article
1001 of Regulation SX. In the opinion of management, all normal recurring
adjustments necessary for a fair presentation of the financial position and
results of operations for the periods have been included. All significant
inter-company balances and transactions have been eliminated in the
consolidation. Prior period amounts are reclassified when necessary to conform
with the current years presentation.

The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reported periods. Actual results could differ from those estimates.
For additional information and disclosures required under GAAP, please refer to
the Banks Annual Report on Form 10K for the year ended December 31, 2001.

The Bank is a commercial
bank chartered by the Commonwealth of Pennsylvania. Having commenced operations
in 1903, the Bank provides a full range of traditional banking services and
alternative financial products from its main office located in Dunmore and other
branches throughout Lackawanna and Luzerne counties.

Management is responsible
for the fairness, integrity and objectivity of the unaudited financial
statements included in this report. Management prepared the unaudited financial
statements in accordance with GAAP. In meeting its responsibility for the
financial statements, management depends on the Companys accounting
systems and related internal controls. These systems and controls are designed
to provide reasonable, but not absolute, assurance that the financial records
accurately reflect the transactions of the Company, that Company assets are
safeguarded and that financial statements present fairly the financial position
and results of operations of the Company.

In the opinion of
management, the consolidated balance sheets as of June 30, 2002 and December 31,
2001 present fairly the consolidated financial position of the Company as of
those dates and the related statements of income for the three and six months
ended June 30, 2002 and 2001 and changes in shareholders equity and cash
flows for the six months ended June 30, 2002 and 2001 present fairly the
consolidated results of its operations and its cash flows for the periods then
ended. All material adjustments required for fair presentation have been made.
These adjustments are of a normal reoccurring nature. There have been no
material changes in accounting principles, practices or in the method of
application and there have been no retroactive adjustments during this period.

This Quarterly Report on
Form 10Q should be read in conjunction with the Companys audited
financial statements for the year ended December 31, 2001 and the notes included
therein, in the Companys Annual Report on Form 10K. The results of
operations for interim periods are not necessarily indicative of the results of
operations to be expected for the entire year.

The presentation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect many of the
reported amounts and disclosures. Actual results could differ from these
estimates.

A material estimate that is
particularly susceptible to significant change is the determination of the
allowance for loan losses. Management believes that the allowance for loan
losses is adequate and reasonable. The Companys methodology for
determining the allowance for loan losses is described in a separate section
later in Managements Discussion and Analysis. Given the very subjective
nature of identifying and valuing loan losses, it is likely that wellinformed
individuals could make materially different assumptions, and could, therefore
calculate a materially different allowance value. While management uses
available information to recognize losses on loans, changes in economic
conditions may necessitate revisions in future years. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the Companys allowance for loan losses. Such agencies
may require the Company to recognize adjustments to the allowance based on their
judgments of information available to them at the time of their examination.
Further, a task force of the American Institute of Certified Public Accountants
is working on detailed implementation guidance for calculating the allowance for
loan losses. Implementation of that detailed implementation guidance, which may
be issued in 2002, could result in an adjustment to the allowance.

Another material estimate
is the calculation of fair values of the Companys investment securities.
The Company receives estimated fair values of investment securities from an
independent valuation service through a broker. In developing these fair values,
the valuation service uses estimates of cash flows based on historical
performance of similar instruments in similar interest rate environments. Based
on experience, management is aware that estimated fair values of investment
securities tend to vary among valuation services. Accordingly, when selling
investment securities, management typically obtains price quotes from more than
one source.

The majority of the Companys investment securities are
classified as available-for-sale. Accordingly, these securities are carried at
fair value on the consolidated balance sheet, with unrealized gains and losses,
net of income tax, excluded from earnings and reported separately through
accumulated other comprehensive income (included in shareholders equity).

The fair value of
residential mortgage loans classified as available-for-sale is obtained from the
Federal National Mortgage Association (Fannie Mae). The fair value of SBA loans
classified as available-for-sale is obtained from an outside pricing source. The
market to which the Bank sells mortgage and other loans is restricted and price
quotes from other sources are not typically obtained.

The
following data shows the amounts used in computing earnings per share and the
effects on income and the weighted average number of shares of dilutive
potential common stock for the six months ended June 30, 2002 and 2001

`Weighted
                                                                          Average
                                                                           Common              Earnings
                                                     Income                Shares                 per
June 30, 2002                                      Numerator            Denominator              Share
                                                --------------------------------------------------------
Basic EPS                                        $ 2,186,882             1,820,071               $1.20
                                                                                             ===========
Dilutive effect of potential common stock
Stock options;
     Exercise of outstanding options                                        17,800
     Hypothetical share repurchase at $37.50                               (15,673)
                                                --------------------------------------
Diluted EPS                                      $ 2,186,882             1,822,198               $1.20
                                                ========================================================
June 30, 2001
Basic EPS                                        $ 2,223,451             1,808,255               $1.23
                                                                                             ===========
Dilutive effect of potential common stock
Stock options;
     Exercise of outstanding options                                        14,400
     Hypothetical share repurchase at $37.75                               (13,066)
                                                --------------------------------------
Diluted EPS                                      $ 2,223,451             1,809,589               $1.23
                                                ========================================================`

The accompanying financial
statements for 2001 have been restated to correct an error in accounting for
student loans and related interest income from 1992 through June 30, 2001. The
effect of the restatement was as follows:

`June 30,2001
                                                                    AS
                                                                PREVIOUSLY                               AS
                                                                 REPORTED                             RESTATED
                                                                 --------                             --------

         BALANCE SHEET:
                Retained earnings                               $31,475,679                         $31,181,779

         STATEMENT OF INCOME,
             (six months ended June 30, 2001):

             Interest income                                     18,439,485                          18,427,474
             Income before provision for income
                taxes                                             2,878,124                           2,866,113
             Provision for income taxes                             665,122                             642,663
             Net income                                           2,213,002                           2,223,451

         Per share data:
             Net income - basic                                       $1.22                               $1.23
             Net income - diluted                                     $1.22                               $1.23


         STATEMENT OF INCOME,
             (three months ended June 30, 2001):

             Interest income                                      9,264,840                           9,258,834
             Income before provision for income
                taxes                                             1,495,343                           1,489,338
             Provision for income taxes                             360,558                             349,328
             Net income                                           1,134,785                           1,140,010

         Per share data:
             Net income - basic                                        $.62                                $.63
             Net income - diluted                                      $.62                                $.63`

Retained earnings at
January 1, 2001 has been reduced by $304,349 to correct the effect of the
misstatement through December 31, 2000.

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

In addition to historical
information, this Form 10-Q may contain forward-looking statements.
Forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected in the
forward-looking statements. Important factors that might cause such a difference
include, but are not limited to, those discussed in the section entitled,
Managements Discussion and Analysis of Financial Condition and
Results of Operations. Readers are cautioned not to place undue reliance
on these forward-looking statements, which reflect managements analysis
only as of this date. The Company undertakes no obligation to publicly revise or
update these forward-looking statements to reflect events or circumstances that
arise in the future.

1.       Changes in Financial Condition

`Dollar       Percent
                                                    June 30, 2002          December 31, 2001                change        change
     Noninterest-bearing deposits
Personal                                             $ 22,224,408             $ 22,333,970               $ (109,563)     -0.49%
Non-personal                                           23,134,038               23,622,034                 (487,996)     -2.07%
Public fund                                             5,346,099                2,872,126                2,473,973      86.14%
Bank checks                                             6,103,171                4,473,474                1,629,697      36.43%
--------------------------------------------------------------------------------------------------------------------------------
                 Total                               $ 56,807,716             $ 53,301,605              $ 3,506,111       6.58%
================================================================================================================================

        Certificates of deposit
        of $100,000 or more
Personal                                             $ 66,121,767             $ 61,521,341              $ 4,600,427       7.48%
Non-personal                                           24,260,199               23,391,143                  869,056       3.72%
Public fund                                            55,824,442               42,578,923               13,245,519      31.11%
IRA's                                                   5,305,128                5,188,588                  116,541       2.25%
--------------------------------------------------------------------------------------------------------------------------------
                 Total                              $ 151,511,537            $ 132,679,995             $ 18,831,542      14.19%
================================================================================================================================

    Other interest-bearing deposits
CD's less than $100,000:
Personal                                             $ 92,121,983             $ 98,038,828             $ (5,916,844)     -6.04%
Non-personal                                           23,504,671               25,035,720               (1,531,049)     -6.12%
Public fund                                               784,850                  833,561                  (48,711)     -5.84%
IRA's                                                  20,145,401               20,535,149                 (389,748)     -1.90%
--------------------------------------------------------------------------------------------------------------------------------
               sub total                              136,556,905              144,443,257               (7,886,352)     -5.46%
NOW acounts                                            35,086,700               36,012,247                 (925,547)     -2.57%
Money market deposits                                   7,296,755                7,411,972                 (115,217)     -1.55%
Savings and clubs                                      38,706,701               33,929,652                4,777,049      14.08%
--------------------------------------------------------------------------------------------------------------------------------
                 Total                              $ 217,647,061            $ 221,797,128             $ (4,150,067)     -1.87%
================================================================================================================================

            Total deposits
Noninterest-bearing deposits                         $ 56,807,716             $ 53,301,605              $ 3,506,111       6.58%
Interest-bearing deposits                             369,158,598              354,477,123               14,681,475       4.14%
--------------------------------------------------------------------------------------------------------------------------------
                 Total                              $ 425,966,314            $ 407,778,728             $ 18,187,586       4.46%
================================================================================================================================`

As indicated in the table above, deposit growth was modest in the first six months of 2002.

Public fund deposits
accounted for 92.81% of the total growth in deposits. The Bank was able to
attract public funds due to long established relationships and competitive
product pricing. However, it is recognized that public fund deposits are
sensitive to the operating demands of the various public entities and the Bank
could experience material shifts in these outstanding balances throughout the
year.

Bank checks are used to pay
operating expenses of the Bank, deposit paydowns and loan disbursements. While
Bank checks are included in deposits, they are not deposits from customers. Bank
checks accounted to 8.96% of the overall growth in total deposits.

Short-term borrowings,
which are comprised of repurchase agreements (Repos), treasury tax and loan
retained funds and federal funds purchased, decreased $11,527,000 or 21.16%.
Some Repo customers transferred their funds into insured deposit products to
lock in fixed rates and terms. Other non-personal and public fund customers
reduced their balances to meet operating requirements or to reinvest outside of
the Bank. Two taxing authorities increased their balances in excess of
$1,200,000. At June 30, 2002 there were 179 Repos, approximating the number at
December 31, 2001.

During the second quarter
of 2002, 12,960 shares of common stock became available on the open market. The
Bank purchased the stock for $479,640 with the intention to reissue the stock
under the dividend reinvestment plan.

Total cash and cash
equivalents decreased due to Repo runoff, net loan disbursements, fixed asset
acquisitions and the purchase of treasury stock. In addition the Bank sold Fed
Funds at June 30, 2002. There were no sales of Fed Funds at December 31, 2001.
The decrease was partially offset by a net decrease in the investment portfolio
and an increase in deposits.

During 2002, net loans,
including available-for-sale loans, grew $8,609,000 or 2.33%. Commercial loans
increased $17,552,000 or 9.80%. Consumer loans and direct financing leases
decreased due to reduced demand. The demand was affected by current economic
conditions and Bank policies designed to improve the overall quality of the
portfolio. Residential mortgages and student loans totaling $18,617,000 were
sold during 2002 to provide liquidity and improve yield. The Company has
classified certain residential mortgages, student loans and SBA guaranteed loans
of $15,710,000 as available-for-sale (AFS) at June 30, 2002. The fair value of
AFS loans at June 30, 2002 and December 31, 2001 was $15,921,00 and $16,418,000,
respectively.

`June 30, 2002       December 31, 2001
Real estate                                            $93,635,708            $96,740,226
Consumer                                                62,627,068             67,782,196
Commercial                                             196,595,571            179,043,816
Direct financing leases                                  8,677,130              9,961,967
Real estate construction                                 6,242,377              5,446,870
------------------------------------------------------------------------------------------
                 Gross loans                          $367,777,853           $358,975,075
Less:
Unearned discount                                          930,328              1,256,818
Allowance for loan losses                                3,822,073              3,741,933
------------------------------------------------------------------------------------------
Net Loans                                             $363,025,452           $353,976,324
==========================================================================================`

Paydowns and early calls of
US agency and municipal bonds totaled $23,017,000. Available-for-sale US
Government Agency bonds and mortgage-backed securities of $29,214,000 were sold
to provide liquidity and to improve the yield on earning assets. Investments
primarily in US Government Agency bonds and mortgage-backed securities of
$47,888,000 were purchased during 2002. In light of fluctuations in the bond
market, the investment strategy used during 2002 was able to produce a 5.80% tax
equivalent yield on the entire portfolio at June 30, 2002. That yield is
comparable to the 5.84% tax equivalent yield at December 31, 2001. The yield
comparisons are as of the period ending dates and do not reflect the
year-to-date yields. As would be expected, the decline in market rates caused a
decrease in the year-to-date yield for 2002.

However, the decline in
market rates also meant that bonds, which were not called, were worth more at
June 30, 2002, than they were at December 31, 2001. Consequently the market
value of the available-for-sale securities improved $2,080,000 and the total
portfolio improved $2,438,000 during 2002.

Fluctuations in capital
markets cause frequent changes in the market value of investments. Market
conditions are monitored daily and the Company is prepared to take remedial
actions if deemed appropriate.

Securities held-to-maturity
and available-for-sale at June 30, 2002 consist of the following:

`AMORTIZED             UNREALIZED           UNREALIZED              FAIR
                                                           COST                 GAINS                LOSSES               VALUE
              Held-to-maturity
         Mortgage backed securities                   $ 14,612,901              $ 189,422             $ 5,526         $ 14,796,797
             Government agencies                        14,997,133                  2,425              61,572           14,937,986
                                                 -------------------------------------------------------------------------------------
           Total held-to-maturity                     $ 29,610,034              $ 191,847            $ 67,098         $ 29,734,783
                                                 -------------------------------------------------------------------------------------
             Available-for-sale
                  Agencies                            $ 70,960,765              $ 233,304           $ 540,745         $ 70,653,324
             State and municipal                         9,872,706                104,103              58,071            9,918,738
               Corporate bonds                           2,987,366                                        706            2,986,660
         Mortgage backed securities                     34,367,115                420,979              27,580           34,760,514
                                                 -------------------------------------------------------------------------------------
                  Sub total                            118,187,952                758,386             627,102          118,319,236

              Equity securities                          3,588,625                 63,113              26,758            3,624,980
                                                 -------------------------------------------------------------------------------------
          Total available-for-sale                   $ 121,776,577              $ 821,499           $ 653,860        $ 121,944,216
                                                 -------------------------------------------------------------------------------------
                 Grand total                         $ 151,386,611            $ 1,013,346           $ 720,958        $ 151,678,999
                                                 =====================================================================================`

At June 30, 2002, the
contractual maturities of securities held-to-maturity and available-for-sale are
listed below. Mortgage backed securities, which are subject to monthly principal
reductions, are listed in total. Equity securities have no stated maturity dates
and are listed in total.

`Amortized               Market
              Held-to-maturity                             cost                 value

Over ten years                                        $ 14,997,133           $ 14,937,986
------------------------------------------------------------------------------------------
                  sub total                             14,997,133             14,937,986
Mortgage backed securities                              14,612,901             14,796,797
------------------------------------------------------------------------------------------
           Total held-to maturity                     $ 29,610,034           $ 29,734,783
------------------------------------------------------------------------------------------
             Available-for-sale
One year or less                                      $ 20,250,000           $ 20,208,701
One through five years                                  14,575,000             14,671,295
Five through ten years                                  26,594,404             26,361,710
Over ten years                                          22,401,433             22,317,016
------------------------------------------------------------------------------------------
                  sub total                             83,820,837             83,558,722
Mortgage backed securities                              34,367,115             34,760,514
Equity securities                                        3,588,625              3,624,980
------------------------------------------------------------------------------------------
          Total available-for-sale                   $ 121,776,577          $ 121,944,216
------------------------------------------------------------------------------------------
                 Grand total                         $ 151,386,611          $ 151,678,999
==========================================================================================`

At June 30, 2002 capital
expenditures for the new core processing system, scheduled for operations during
the fourth quarter of 2002, were $1,038,000. Capital expenditures for a new loan
processing system were $54,000.

Unforeseen environmental
issues increased the estimated costs of the new Eynon branch. At June 30, 2002
the Bank had capitalized expenditures of $764,000. The branch is scheduled to
open during July 2002.

2. Changes in Results of Operations:

Net Income for the six months ending June 30, 2002 and 2001 was $2,186,882 and $2,223,451,  respectively.  The significant  differences
are as follows:

`2002                  2001               Difference
                                                         ---------              ---------            ----------
Net interest income                                      8,275,714              7,883,564             392,150  A
Provision for loan losses                                  956,000                604,000            (352,000) B
Deposit service charges and other income                 1,574,232              1,403,174             171,058  C
Gain on sale of assets                                     377,215                291,099              86,116
Salaries and employee benefits                           3,137,025              2,913,872            (223,153) D
Premises and equipment                                   1,194,784              1,273,306              78,522
Other expense                                            1,971,034              1,920,546             (50,488)
Provision for income tax                                   781,436                642,663            (138,773) E`



1. The year-to-date tax equivalent (TE) yield on Average Earning Assets
decreased 125 basis points (bp) from 7.79% at June 30, 2001, to 6.54% at June
30, 2002. This reduction reflects the five reductions in the discount rate since
June 30, 2001. The reductions totaled 200 bp.
It
should be noted that discount rate was 9.50% at January 1, 2001 and only 4.75%
at January 1, 2002, a difference of 475bp. In effect, that means that the yields
on earnings assets were significantly higher in the beginning of 2001, than they
were at the beginning of 2002.
The
discount rate is the rate at which the Federal Reserve Bank lends overnight
funds to banks. Changes in the discount rate have a direct effect on loans and
investments subject to immediate repricing and call features.
The
decline in market rates allowed the Bank to reduce rates paid on
interest-bearing liabilities. The cost of funds decreased 118 bp from 5.07% at
June 30, 2001, to 3.89% at June 30, 2002.
The improvement in net interest income results from a volume increase in earning assets and a decrease in interest expense.
2. The increase in the provision for loan losses is a result of loan growth and
Managements analysis of potential loss within the portfolio.
3. Increases in trust
income and annuity sales produced the increase in deposit service charges and
other income.



1. Staff increases, merit pay increases and higher benefit costs increased
personnel expense $223,000. The year to date average number of full time
equivalent employees increased from 163 at June 30, 2001, to 171 at June 30,
2002.
2. The effective federal income tax rate was 26.33% and 23.11% for the six months
ending June 30, 2002 and June 30, 2001, respectively. Income before provision
for income taxes in 2002 increased $102,000 over 2001. Non-taxable income as a
percentage of net income before taxes declined from 27.12% in 2001, to 17.91% in
2002.

Net  Income  for the  three  months  ending  June 30,  2002 and 2001 was  $1,108,753  and  $1,140,010,  respectively.  The  significant
differences are as follows

`2002        2001      Difference
                                          ---------    ---------   ----------
Net interest income                       4,193,172    4,112,621     80,551  A
Provision for loan losses                   496,000      276,000   (220,000) B
Deposit service charges and other income    788,081      758,620     29,461
Gain on sale of assets                      191,182       71,044    120,138
Salaries and employee benefits            1,545,435    1,477,715    (67,720) C
Premises and equipment                      549,782      634,122     84,340
Other expense                             1,063,041    1,065,110      2,069
Provision for income tax                    409,424      349,328    (60,096) D`



1. The tax equivalent yield on earning assets was 6.47% and 7.63% for the three
months ending June 30, 2002 and June 30, 2001, respectively. Cost of funds was
3.82% and 4.82% for the three months ending June 30, 2002 and June 30, 2001,
respectively. The improvement in net interest income results from a volume
increase in earning assets and a decrease in interest expense.
2. The increase in the provision for loan losses is a result of loan growth and
Managements analysis of potential loss within the portfolio.
3. The average number of full time equivalent employees for the three months ending
June 30, 2002 and June 30, 2001 was 174 and 165, respectively.
4. The effective federal income tax rate was 26.97% and 23.46% for the three months
ending June 30, 2002 and June 30, 2001, respectively. Income before provision
for income taxes in 2002, increased $29,000 over 2001. Non-taxable income as a
percentage of net income before taxes declined from 25.86% in 2001, to 16.68% in
2002.

`THE FIDELITY DEPOSIT & DISCOUNT BANK
                                                        MANAGEMENT'S DISCUSSION AND ANALYSIS
                                                              (in thousands of dollars)


TAX EQUIVALENT YIELD
----------------------------------
                                                                            Six months ended        Year ended        Six months ended
                                                                             June 30, 2002       December 31, 2001     June 30, 2001
                                                                            ----------------     -----------------    ----------------

Average earning assets:
Loans and leases                                                                $ 382,718           $ 355,640            $ 352,888
Investments                                                                       152,392             121,791              119,288
Federal funds sold                                                                 10,411              20,501                6,406
Interest-bearing deposits                                                           1,184              12,716                7,429
                                                                            ----------------------------------------------------------
      Total                                                                     $ 546,705           $ 510,648            $ 486,011
                                                                            ==========================================================

Average Interest-Bearing Liabilities:
Other Interest-bearing deposits                                                  $ 80,200            $ 79,861             $ 81,326
Certificates of deposit                                                           288,048             254,422              230,491
Other borrowed funds                                                               64,047              66,674               69,267
Repurchase agreements                                                              45,794              40,970               38,647
                                                                            ----------------------------------------------------------
      Total                                                                     $ 478,089           $ 441,927            $ 419,731
                                                                            ==========================================================
Interest Income
Loans and leases                                                                 $ 13,211            $ 28,398             $ 14,602
Investments                                                                         4,406               7,894                4,031
Federal funds sold                                                                     89                 544                  122
Interest-bearing deposits                                                              11                 181                    8
                                                                            ----------------------------------------------------------
      Total                                                                      $ 17,717            $ 37,017             $ 18,763
                                                                            ==========================================================
Interest Expense
Other Interest-bearing deposits                                                     $ 483             $ 1,552                $ 960
Certificates of deposit                                                             6,383              14,004                6,807
Other borrowed funds                                                                1,785               3,788                1,963
Repurchase agreements                                                                 563               1,510                  814
                                                                            ----------------------------------------------------------
      Total                                                                       $ 9,214            $ 20,854             $ 10,544
                                                                            ==========================================================
Net Interest Income                                                               $ 8,503            $ 16,163              $ 8,219
                                                                            ==========================================================
Yield on average earning assets                                                     6.54%               7.25%                7.79%
Cost of average interest-bearing liabilities                                        3.89%               4.72%                5.07%
                                                                            ----------------------------------------------------------
Interest rate spread                                                                2.65%               2.53%                2.72%
                                                                            ==========================================================
Net yield on average earning assets                                                 3.14%               3.17%                3.41%
                                                                            ==========================================================`

The provision is an expense charged against  earnings for actual or potential  losses from  uncollectible  loans and
leases.  Through the provision,  the allowance for loan loss is increased.  Loans determined to be uncollectible are
charged-off against the allowance.

The Bank has established an
Asset Quality Committee which meets monthly to review known and potential
problem loans and leases. The committee is comprised of senior management,
credit administration and collection personnel. The committee reports quarterly
to the Credit Administration Committee of the Board of Directors.

Management continuously
reviews the risks inherent in the loan and lease portfolios. Specific factors
used to evaluate the adequacy of the loan loss provision during this formal
process include:



- Specific loans that could have loss potential
- Levels of and trends in delinquencies and non accrual loans
- Levels of and trends in charge-offs and recoveries
- Trends in volume and terms of loans
- Changes in risk selection and underwriting standards
- Changes in lending policies, procedures and practices
- Experience, ability and depth of lending management
- National and local economic trends and conditions
- Changes in credit concentrations

For the six months ended
June 30, 2002, there were no adjustments made to the historical loan loss
experience, based on a review of the loan portfolio, for the factors specified
above.

The Bank does not have
significant concentrations of loans in specific industries or outside the
Northeastern Pennsylvania geographic area. There are no individual significant
nonperforming loans.

`June 30, 2002       December 31, 2001       June 30, 2001

Loans, net of unearned discount and fees               382,557,516            373,868,277         339,759,829


Allowance for loan losses                                3,822,073              3,741,933           3,300,086


Percentage to net loans                                      1.00%                  1.00%               0.97%


Provision for loan losses
     Year ended                                                                 2,474,637
     Six months ended                                      956,000                                    604,000
     Three months ended                                    496,000                                    276,000


(Charge offs)/recoveries, net
     Year ended                                                                (1,996,984)
     Six months ended                                     (875,860)                                  (568,194)
     Three months ended                                   (518,570)                                  (376,140)`

Loans, net of unearned discount and fees, include loans available-for-sale.

The allowance for loan
losses can generally absorb losses throughout the loan and lease portfolios.
However, in some instances an allocation is made for specific loans or groups of
loans.

The slowing economy has
impacted the loan portfolio. That trend is reflected in the increase in
charged-off loans, especially commercial and consumer. The increase in the
number of delinquencies necessitated the hiring of additional collection
personnel.

Over the last five years,
management has analyzed and relied on similar factors in determining the amount
of loan loss provision relative to the adequacy of the allowance for loan loss.
The methodology used by the Bank to analyze the adequacy of the allowance for
loan losses is as follows (loans and leases are collectively referred to as
loans):



- Identification of specific problem loans by loan category by the credit administration.
- Calculation of specific reserves required based on collateral and other persuasive evidence.
- Identification of loans collateralized by cash.
- Determination of remaining homogenous pools by loan category and eliminating loans collateralized by cash and loans with specific reserves.
- Application of historical loss percentages (5-year average) to pools to determine the reserve allocation.

Allocation of the allowance for
loan losses for different categories of loans is based on the methodology used
by the Bank, as explained above. The changes in the allocations from period to
period are based upon reviews of the loan and lease portfolios.

In the internal review of
loans for both delinquency and collateral sufficiency, management concluded that
there were an above average number of loans that lacked the ability to repay in
accordance with contractual terms.

The decision to place loans
on a non-accrual basis is made on an individual basis after considering factors
pertaining to the loan.

In addition, it was
determined there were other loans that did not have the ability to make any
repayment. Accordingly, management found it necessary to charge-off these loans
and to increase the allowance for loan loss for certain other loans. The
charge-offs were made after collateral was repossessed, foreclosed upon or
notice was forwarded to governmental guarantors.

The Bank is unaware of any
potential problem loans that have not been reviewed and addressed. Potential
problem loans are those where there is known information that leads the Bank to
believe repayment of principal and/or interest is in jeopardy and the loans are
neither non-accrual nor past due 90 days or more.

Based upon the thorough
analysis of both the loan portfolio and the allowance for loan losses at June
30, 2002, the Bank is confident that the allowance provides adequate protection
against portfolio loss. However, there could be instances of which the Bank is
unaware that may require additional charge-offs and or increases to the
provision.

Interest rate risk
management is an integral part of the Asset Liability Management Process.
Interest rate risk is defined as the degree to which interest rate movements may
affect net interest income and the balance sheet. Fluctuations in rates can
affect income through the balance of repricing assets and source funds. If more
assets reprice than liabilities, the balance sheet is positively gapped. This
position contributes favorably to net interest income in a rising interest rate
environment. Conversely, if the balance sheet has more liabilities repricing
than assets, the balance sheet is liability sensitive and negatively gapped. In
a declining rate environment, net interest income would improve.

The Company uses a
simulation model to better understand the risks to the Company that may be
brought about by changes in market interest rates. At June 30, 2002, the Company
simulated the effects on net interest income given an immediate parallel shift
in the yield curve of 200 basis points in either direction. The results of the
simulation did not fall within the Companys established policy limits for
changes in net interest income if rates decreased 200 basis points. Given the
current market conditions it is highly unlikely that there would be an immediate
200 basis point decline in rates. However, the Company is exploring strategies
to improve this situation.

Liquidity for a bank is the ability to fund customers' needs for borrowings and withdrawals. Sources of liquidity are:

- Cash and cash equivalents
- Asset maturities, paydowns and sales
- Growth of core deposits
- Growth of repurchase agreements
- Increase of other borrowed funds
- Issuance of  capital stock

Management monitors asset
and liability maturities to match anticipated cash flow requirements. These cash
flow requirements are reviewed with the use of internally generated reports. The
Company has instituted certain procedures and policy guidelines to manage the
rate sensitive position. Those internal rules enable the Company to react to
changes in market rates and protect net interest income from significant
fluctuations.

`Cumulative liquidity (in thousands of dollars):

                                                    June 30, 2002             Dec 31, 2001           June 30, 2001

Assets due within one year                               $216,454                 $169,775                $157,118

Liabilities due within one year                          $275,592                 $272,214                $253,726

Percent of assets due within one year
to liabilities due within one year                         78.54%                   62.37%                  61.92%`

Investments included with
assets due within one year were scheduled by maturity dates and not by call
dates.

Liabilities include
deposits not having stated maturity dates (DDAs, NOWs, Savings &
MMDAs) in the amounts reported. In addition, sweep accounts were
classified as having immediate maturity dates.

The improvement in
liquidity was caused by the reduction in market rates. As market rates began to
decrease, investment securities, subject to call dates, were in fact called.
Other investments and loans began to prepay. This provided the Bank with a
significant source of funds to meet liquidity demands.

Management believes that the present level of liquidity is adequate for current operations.

This presentation does not
take into consideration lines of credit that are available to the Company, or
assets available-for-sale, both of which could be used to meet liquidity needs.
The Companys capital amounts and ratios at June 30, 2002 are as follows:

`To be Well Capitalized
                                                                            For Capital               Under Prompt Corrective
                                              Actual                     Adequacy Purposes               Action Provisions
                                              Amount       Ratio               Amount       Ratio               Amount           Ratio

Total Capital
        (to Risk Weighted Assets)           $46,417,616    12.38%           $ 29,997,579    8.00%           $ 37,496,974         10.00%
Tier 1 Capital
        (to Risk Weighted Assets)           $42,579,183    11.36%           $ 14,998,789    4.00%           $ 22,498,184          6.00%
Tier 1 Capital
        (to Average Assets)                 $42,579,183     7.39%           $ 23,052,542    4.00%           $ 28,815,677          5.00%`

The ratios for the Bank are not materially different from those of the Company.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

On July 1, 2002 the Bank
was served with a civil complaint that was filed on June 28, 2002. The complaint
was referred to legal counsel and is under investigation at the time of this
writing. Due to the timing of the complaint and the filing deadline for this
report, legal counsel is unable to render an opinion as to the merits of the
complaint. An opinion will be forthcoming upon completion of the investigation. 
Management  does not  know of any  material  proceedings  pending,  threatened  or  contemplated  against  the  Company  by  government
authorities.

ITEM 2. Changes in Securities and Use of Proceeds.

ITEM 3. Default Upon Senior Securities.

ITEM 4. Submission of matters to a Vote by Security Holders.

At the annual meeting of
Shareholders held on May 7, 2002, 1,566,778 shares of common stock representing
85.99% of the total number of shares outstanding, were represented in person or
by proxy. The following votes were cast:

`A   Election of three Class B Directors to serve for a three-year term::

                                                                    Withhold
                                              For                   Authority
                                              ----                  ---------
                   Samuel C. Cali           1,547,886                11,054
                   Mary E. McDonald         1,554,214                 4,437
                   David L. Tressler        1,534,015                23,944


          B   Proposal to approve and adopt The Fidelity D & D Bancorp, Inc. 2002
              Employee Stock Purchase Plan:

                                             For             Against            Abstain
                                           --------          -------            -------
                                           1,433,309         29,490             18,744

          C   Ratification of the selection of Parante Randolph, P.C., Certified Public
              Accountants as the independent auditors for the Company for the year ending
              December 31, 2002:

                                             For              Against            Abstain
                                           ---------          --------           -------
                                           1,558,483           5,410              2,508`

ITEM 5. Other Information.

ITEM 6.      Exhibits and Reports on Form 8-K.

1. Exhibits3(i) Amended and Restated  Articles of Incorporation of Registrant.  Incorporated by reference to Exhibit 3(i) to Registrant's
         Registration Statement No. 333-90273 on Form S-4, filed with the SEC on November 3, 1999 and as amended on April 6, 2000.

3(ii) Bylaws of Registrant. Incorporated by reference to Exhibit 3 (ii)
to Registrants Registration Statement No. 333-90273 on Form S-4, filed
with the SEC on November 3, 1999 and as amended on April 6, 2000.

10.1  Registrant's  2000  Independent  Directors  Stock Option Plan.  Incorporated by reference to Exhibit 4.3 to Registrant's
         Registration Statement No. 333-64356 on Form S-8, filed with the SEC on July 2, 2001.

10.2  Registrant's  2000 Stock  Incentive  Plan. Incorporated  by  reference  to  Exhibit  4.4 to  Registrant's  Registration
         Statement No. 333-64356 on Form S-8, filed with the SEC on July 2, 2001.

10.3 Form of Deferred  Compensation  Plan of the Fidelity  Deposit and  Discount  Bank. Incorporated  by reference to Exhibit
         10.3 to Registrant's  Registration  Statement No.  333-45668 on Form S-1, filed with the SEC on September 12, 2000, as amended
         by Pre-effective Amendment No. 1 on October 11, 2000 and by Post-effective Amendment No. 1 on Form S-3 on May 30, 2001.

10.4  Registrant's  2000 Dividend  Reinvestment  Plan. Incorporated by reference to Exhibit 4.3 to Registrant's  Registration
         Statement No.  333-45668 on Form S-1,  filed with the SEC on September 12, 2000, as amended by  Pre-effective  Amendment No. 1
         on October 11, 2000 and by Post-effective Amendment No. 1 on Form S-3 on May 30, 2001.

10.5 Form of Employment  Agreement with Joseph J. Earyes. Incorporated by reference to Exhibit 10.1 to Registrant's  Form 8-K
         filed with the SEC on March 25, 2002.

11 Statement regarding computation of earnings per share. Included herein on page 9.
2. The Company filed a current report on Form 8-K with the Securities and Exchange
Commission on March 25, 2002 (Disclosing the Form of Employment Agreement with
Joseph J. Earyes made as of January 15, 2002)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

`DATE: August 7,  2002                          /s/ Michael F. Marranca
                                               -----------------------------------
                                               Michael F. Marranca, Chairman of the Board and President




DATE: August 7,  2002                          /s/ Joseph J. Earyes
                                               -----------------------------------
                                               Joseph J. Earyes, Executive Vice President and C E O




DATE: August 7,  2002                          /s/ Robert P. Farrell
                                               -----------------------------------
                                               Robert P. Farrell, Treasurer`

Exhibit Index

3(i) Amended and Restated  Articles of Incorporation of Registrant.  Incorporated by reference to Exhibit 3(i) to Registrant's
         Registration Statement No. 333-90273 on Form S-4, filed with the SEC on November 3, 1999 and as amended on April 6, 2000.

3(ii) Bylaws of Registrant. Incorporated by reference to Exhibit 3 (ii)
to Registrants Registration Statement No. 333-90273 on Form S-4, filed
with the SEC on November 3, 1999 and as amended on April 6, 2000.

10.1  Registrant's  2000  Independent  Directors  Stock Option Plan.  Incorporated by reference to Exhibit 4.3 to Registrant's
         Registration Statement No. 333-64356 on Form S-8, filed with the SEC on July 2, 2001.

10.2  Registrant's  2000 Stock  Incentive  Plan. Incorporated  by  reference  to  Exhibit  4.4 to  Registrant's  Registration
         Statement No. 333-64356 on Form S-8, filed with the SEC on July 2, 2001.

10.3 Form of Deferred  Compensation  Plan of the Fidelity  Deposit and  Discount  Bank. Incorporated  by reference to Exhibit
         10.3 to Registrant's  Registration  Statement No.  333-45668 on Form S-1, filed with the SEC on September 12, 2000, as amended
         by Pre-effective Amendment No. 1 on October 11, 2000 and by Post-effective Amendment No. 1 on Form S-3 on May 30, 2001.

10.4  Registrant's  2000 Dividend  Reinvestment  Plan. Incorporated by reference to Exhibit 4.3 to Registrant's  Registration
         Statement No.  333-45668 on Form S-1,  filed with the SEC on September 12, 2000, as amended by  Pre-effective  Amendment No. 1
         on October 11, 2000 and by Post-effective Amendment No. 1 on Form S-3 on May 30, 2001.

10.5 Form of Employment  Agreement with Joseph J. Earyes. Incorporated by reference to Exhibit 10.1 to Registrant's  Form 8-K
         filed with the SEC on March 25, 2002.

11 Statement regarding computation of earnings per share. Included herein on page 9.

In connection with the
Quarterly Report of Fidelity D&D Bancorp, Inc. (the Company) on
form 10-Q for the period ending June 30, 2002, as filed with the Securities and
Exchange Commission (the Report), I, Joseph J. Earyes, Executive
Vice President and Chief Executive Officer, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly represents, in all material
respects, the financial condition and results of operations of the Company as of
the dates and for the periods expressed in the Report.

`/s/ Joseph J. Earyes
                                                               -------------------------------------------
                                                               Joseph, J. Earyes, Executive Vice President
                                                               and Chief Executive Officer

Date: August 7, 2002`

In connection with the
Quarterly Report of Fidelity D&D Bancorp, Inc. (the Company) on
form 10-Q for the period ending June 30, 2002, as filed with the Securities and
Exchange Commission (the Report), I, Robert P. Farrell, Treasurer,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly represents, in all material
respects, the financial condition and results of operations of the Company as of
the dates and for the periods expressed in the Report.

`/s/ Robert P. Farrell
                                                               -------------------------------------------
                                                               Robert P. Farrell, Treasurer

Date: August 7, 2002`