UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A




               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                      For the Quarter Ended March 31, 2000



                            FIDELITY FEDERAL BANCORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         Indiana                     0-22880            35-1894432
----------------------------       ----------        -------------------
(State of other jurisdiction       Commission          (IRS Employer
    of Incorporation of             File No.         Identification No.)
       Organization)

                       700 S. Green River Road, Suite 2000
                            Evansville, Indiana 47715
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (812) 469-2100
               --------------------------------------------------
               Registrant's telephone number, including area code


Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months and (2) has been subject to such filing requirements
for the past 90 days.

                                    YES  X  NO
                                        ---    ---

As of May 10, 2000, there were 3,147,661 shares of the Registrant's common
stock, $1 stated value, issued and outstanding.

Exhibit Index is on page 29.



<PAGE>

                            FIDELITY FEDERAL BANCORP
                                AND SUBSIDIARIES

                                      Index



                                                                           Page
PART I - FINANCIAL INFORMATION

  ITEM 1--Financial Statements:

    The Condensed Consolidated Balance sheet............................     3

    Condensed Consolidated Statement of Income..........................     4

    Condensed Consolidated Statement of Stockholders' Equity............     5

    Condensed Consolidated Statement of Cash Flows......................     6

    Notes to Condensed Consolidated Financial Statements................     7

  ITEM 2--Management's Discussion and Analysis of Results of Operations
          and Financial Condition....................................... 11-26

PART II - OTHER INFORMATION.............................................    27

SIGNATURES..............................................................    28

EXHIBIT INDEX...........................................................    29

                                       2
<PAGE>

Item 1 - Financial Statements

                         Part I - Financial Information

                            Fidelity Federal Bancorp
                                and Subsidiaries
                    The Condensed Consolidated Balance Sheet
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               March 31,   December 31,
                                                                 2000         1999
                                                               ---------    -----------
<S>                                                            <C>          <C>
Assets
Cash and due from banks                                        $   1,326    $   8,003
Interest-bearing demand deposits                                  12,921       22,911
                                                               ---------    ---------
     Cash and cash equivalents                                    14,247       30,914
Investment securities available for sale                          23,811       24,305
Loans, net of allowance for loan losses of $2,009 and $2,021     105,248       96,919
Premises and equipment                                             5,548        5,727
Federal Home Loan Bank of Indianapolis stock                       3,920        3,920
Deferred income tax receivable                                     5,317        5,372
Interest receivable and other assets                               4,609        4,300
                                                               ---------    ---------
     Total assets                                              $ 162,700    $ 171,457
                                                               =========    =========

Liabilities
Deposits
     Non-interest bearing                                      $   6,096    $   6,593
     Interest-bearing                                            119,352      128,423
                                                               ---------    ---------
        Total deposits                                           125,448      135,016
Short-term borrowings                                                 30           89
Long-term debt                                                    22,988       23,504
Advances by borrowers for taxes and insurance                        604          409
Valuation allowance for letters of credit                          5,787        5,787
Other liabilities                                                  2,365        1,225
                                                               ---------    ---------
     Total liabilities                                           157,222      166,030

Stockholders' Equity
Preferred stock, no par or stated value
     Authorized and unissued - 5,000,000 shares
Common stock, $1 stated value
     Authorized - 5,000,000 shares
     Issued Outstanding - 3,147,662 shares                         3,147        3,147
Additional paid in capital                                        10,869       10,869
Stock warrants                                                        11           11
Accumulated deficit                                               (7,993)      (7,825)
Accumulated other comprehensive loss                                (556)        (775)
                                                               ---------    ---------
        Total stockholders' equity                                 5,478        5,427
                                                               ---------    ---------

Total liabilities and stockholders' equity                     $ 162,700    $ 171,457
                                                               =========    =========
</TABLE>

See notes to condensed consolidated financial statements.

NOTE: The condensed consolidated balance sheet at December 31, 1999 has been
derived from the audited financial statements.

                                       3
<PAGE>

                            Fidelity Federal Bancorp
                                and Subsidiaries
                   Condensed Consolidated Statement of Income
                      (In thousands, except for share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                               2000           1999
                                                            -----------    -----------
<S>                                                         <C>            <C>
Interest Income
     Loans receivable                                       $     2,190    $     2,723
     Investment securities - taxable                                401            259
     Federal funds sold                                                             14
     Deposits with financial institutions                           305            290
     Other dividend income                                           78             77
                                                            -----------    -----------
        Total interest income                                     2,974          3,363
                                                            -----------    -----------

Interest Expense
     Deposits                                                     1,609          1,817
     Short-term borrowings                                            1              1
     Long-term debt                                                 485            546
                                                            -----------    -----------
        Total interest expense                                    2,095          2,364
                                                            -----------    -----------

Net interest income                                                 879            999
     Provision (adjustment) for loan losses                          75           (404)
                                                            -----------    -----------
Net interest income after provision for loan losses                 804          1,403
                                                            -----------    -----------

Non-interest income
     Fee income-apartment management                                 44             54
     Service charges on deposit accounts                             77            105
     Net gains on loan sales                                          7             89
     Letter of credit fees                                          145            146
     Real estate investment banking fees                             17             16
     Servicing fees on loans sold                                    28             25
     Other income                                                   117            136
                                                            -----------    -----------
        Total non-interest income                                   435            571
                                                            -----------    -----------

Non-interest expense
     Salaries and employee benefits                                 763            866
     Net occupancy expense                                           92             84
     Equipment expense                                               69             68
     Data processing expense                                         84            105
     Deposit insurance expense                                       60             72
     Legal and professional fees                                    133             86
     Advertising                                                     30             47
     Letter of credit valuation provision                                           35
     Valuation allowance - affordable housing investments            21             84
     Other expense                                                  421            427
                                                            -----------    -----------
        Total non-interest expense                                1,673          1,874
                                                            -----------    -----------

Income (loss) before income tax                                    (434)           100
     Income tax benefit                                            (266)           (35)
                                                            -----------    -----------
Net Income (loss)                                           $      (168)   $       135
                                                            ===========    ===========

Per share:
     Basic earnings (loss) per share                        $     (0.05)   $      0.04
     Diluted earnings (loss) per share                            (0.05)          0.04
     Average common and common equivalent
        shares outstanding                                    3,147,662      3,147,663
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                            Fidelity Federal Bancorp
                                and Subsidiaries

            Condensed Consolidated Statement of Stockholders' Equity
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                               Three Months Ended
                                                    March 31,
                                                2000       1999
                                               -------    -------
<S>                                            <C>        <C>
Beginning Balances                             $ 5,427    $ 8,036
Comprehensive income:
     Net income (loss)                            (168)       135
     Other comprehensive income net of tax--
     Unrealized gain (loss) on securities          219        (72)
                                               -------    -------
        Comprehensive income                        51         63
                                               -------    -------

Balances, March 31                             $ 5,478    $ 8,099
                                               =======    =======
</TABLE>

See notes to condensed consolidated financial statements.


                                       5
<PAGE>

                            Fidelity Federal Bancorp
                                and Subsidiaries
                 Condensed Consolidated Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Three months ended
                                                                         March 31,
                                                                     2000       1999
                                                                   --------    --------
<S>                                                                <C>         <C>
Operating Activities
Net income (loss)                                                  $   (168)   $    135
Adjustments to reconcile net income (loss) to net cash provided
  by operating activities
     Provision for loan losses                                           75        (404)
     Letter of credit valuation provision                                            35
     Depreciation                                                        92          98
     Investment securities amortization (accretion) net                  15          12
     Valuation allowance - affordable housing investments                21          84
     Loans originated for sale                                       (1,437)     (6,622)
     Proceeds from sale of loans                                      1,424       6,638
     Amortization of net loan origination fees and points                (4)        (15)
     Deferred income tax benefit                                         55        (443)
     Changes in:
        Interest receivable and other assets                           (330)      1,239
        Interest payable and other liabilities                          996          68
                                                                   --------    --------
Net cash provided by operating activities                               739         825

Investing Activities
     Purchases of securities available for sale                                 (13,014)
     Proceeds from maturities of securities available for sale          842       3,848
     Net change in loans                                             (8,387)     13,107
     Purchases of premises and equipment                                (21)        (60)
     Proceeds from sale of premises and equipment                       108           7
                                                                   --------    --------
Net cash provided (used) by investing activities                     (7,458)      3,888

Financing Activities
     Net change in:
        Noninterest-bearing, interest-bearing demand and
          savings deposits                                           (1,679)       (697)
        Certificates of deposit                                      (7,889)     (8,446)
        Short-term borrowings                                           (59)       (110)
     Repayment of long-term debt                                       (516)     (1,336)
     Net change in advances by borrowers for taxes and insurance        195         217
                                                                   --------    --------
Net cash used by financing activities                                (9,948)    (10,372)

Net change in Cash and Cash Equivalents                             (16,667)     (5,659)
Cash and Cash Equivalents, beginning of period                       30,914      29,960
                                                                   --------    --------
Cash and Cash Equivalents, end of period                           $ 14,247    $ 24,301
                                                                   ========    ========

Additional Cash Flows and Supplementary information
     Interest paid                                                 $  1,121    $  1,540
</TABLE>

See notes to condensed consolidated financial statements.

                                       6
<PAGE>


                            Fidelity Federal Bancorp
                                and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

o          Accounting Policies

The significant accounting policies followed by Fidelity Federal Bancorp
("Fidelity") and its wholly owned subsidiaries for interim financial reporting
are consistent with the accounting policies followed for annual financial
reporting. All adjustments which are necessary for a fair presentation of the
results for the periods reported, consist only of normal recurring adjustments,
and have been included in the accompanying unaudited condensed consolidated
financial statements. The results of operations for the three months ended March
31, 2000 are not necessarily indicative of those expected for the remainder of
the year.

o          Stockholders' Equity

In connection with Fidelity's second debt and equity rights offering completed
January 31, 1995, Fidelity has reserved 346,500 shares of its common stock for
issuance upon exercise of 1,500 outstanding warrants. Each warrant represents
the right to purchase 231 shares of common stock. The warrants were valued at
$100 per warrant, carry an exercise price of $8.93 per share, and expire on
January 31, 2005. At March 31, 2000, a total of 337,029 of the shares originally
reserved had been issued and 9,471 remained reserved and unissued.

In connection with Fidelity's first debt and equity rights offering completed on
April 30, 1994, Fidelity has reserved 415,500 shares of its common stock for
issuance upon exercise of 1,500 outstanding warrants. Each warrant represents
the right to purchase 277 shares of common stock. The warrants were valued at
$100 per warrant, carry an exercise price of $6.22 per share, and expire on
April 30, 2004. At March 31, 2000, a total of 397,218 shares originally reserved
had been issued and 18,282 remained reserved and unissued.

o          Cash Dividend

Fidelity's dividend policy is to pay cash or distribute stock dividends when its
Board of Directors deems it to be appropriate, taking into account Fidelity's
financial condition and results of operations, economic and market conditions,
industry standards, and other factors, including regulatory capital requirements
of its savings bank subsidiary. Fidelity is not subject to any regulatory
restrictions on payments to its stockholders. Fidelity's primary source of
income is dividends from United Fidelity Bank ("United").

United has entered into a Supervisory Agreement ("Agreement") with the Office of
Thrift Supervision ("OTS"). One of the provisions of the Agreement restricts the
payments of dividends from United to Fidelity without prior written OTS
approval. The OTS, in 1999, permitted the payment of dividends to assist
Fidelity in meeting interest payments on its outstanding debt; however, there
can be no assurance that this approval will be granted going forward. Fidelity
is uncertain when it will pay dividends in the future and the amount of such
dividends, if any.


o          Company Subsidiaries

United, Village Affordable Housing Corporation and Village Securities
Corporation are three subsidiaries of Fidelity. United is a federally chartered
savings bank, and is regulated by the OTS. Village Affordable Housing
Corporation was formed during the third quarter of fiscal 1998 for the purpose
of holding interests in real estate housing, and is currently inactive. Village
Securities Corporation is also currently inactive.

                                       7
<PAGE>

United's subsidiaries, Village Housing Corporation and Village Management
Corporation (the "Affordable Housing Group"), and Village Capital Corporation
have been involved in various aspects of financing, owning, developing,
building, renting and managing affordable housing projects. Currently, they are
involved only in the business of owning, renting and managing affordable housing
properties. Another subsidiary of United, Village Insurance Corporation,
receives fee income for credit life and accident health insurance sales.


o          Accounting Pronouncements

The Financial Accounting Standards Board has issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities, which provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. The provisions of this statement were to
become effective for fiscal years beginning after June 15, 1999. The effective
date of the statement has been delayed by Statement No. 137 to fiscal years
beginning after June 15, 2000. Fidelity does not expect the statement to have a
material impact on Fidelity's financial condition or results of operations and
plans on adopting it on January 1, 2001.

o          Other Restrictions

United entered into a Supervisory Agreement with the OTS on February 3, 1999
which is in effect until terminated, modified or suspended by the OTS.

Under the terms of the Agreement, United was to develop and submit to the OTS
for approval a strategic plan which includes, at a minimum, capital targets;
specific strategies; the completion of quarterly projections for a three-year
period; concentration limits for all assets; a plan for reducing United's
concentrations of high risk assets; review of infrastructure, staffing and
expertise with respect to each area of United's operations; and capital
planning. The strategic plan submitted was reviewed by the OTS.

In addition, United must, among other things, take other specified actions
within specified time frames. These actions include, among others; the
development of and adherence to a written plan for the reduction of classified
and criticized assets to specified levels; maintenance of sufficient allowances
for loan and lease losses; quarterly reporting to the OTS relating to classified
assets and workout plans; restriction of its growth in total assets to an amount
not in excess of an amount equal to the net interest credited on deposit
liabilities without prior OTS approval; limiting growth of its consumer loan
portfolio to an amount not in excess of 25 percent of its total assets;
development of a written plan to divest all real estate held for development;
adoption of policies and procedures designed to avoid potential conflicts of
interest; development of policies and procedures to increase liquidity; adoption
of a policy with respect to its mortgage brokerage activity, which would address
its operation and methods for risk management; development of a policy to
administer the general partnerships held by Village Housing Corporation; and
maintenance of fully staffed and functioning internal audit and independent loan
review processes.

United is also prohibited from taking certain actions without prior approval,
including but not limited to: investing in, purchasing, or committing to make or
purchase any additional commercial loans or commercial real estate loans;
requesting permission from the OTS to engage in additional commercial loan
activity until United has hired an experienced loan staff and credit analyst;
refinancing or extending classified or criticized commercial loans without the
prior approval of the OTS; engaging in "sub prime" consumer lending activities;
making capital distributions, including dividends to Fidelity; making any
additional equity investments; developing any real estate without specific
approval of the OTS; acquiring any additional real estate for future
development; selling any asset

                                       8
<PAGE>

to an affiliated party without prior written approval of the OTS; engaging in
any new activities not included in the strategic plan; and, refinancing or
extending any non-classified or criticized commercial loan if additional funds
are extended.

United is also required to obtain OTS approval prior to adding or replacing any
director or senior executive officer. United is also prohibited, without prior
OTS approval, from entering into any contract with any executive officer or
director which would require a "golden parachute" payment and from increasing
the executive benefit package in an amount in excess of the annual cost of
living. United also developed a plan to reduce employee turnover, build an
experienced staff, and provide for management succession.

Management of United has taken or is refraining from taking, as applicable, the
actions requested by the OTS and at March 31, 2000, was in compliance with the
conditions of its Supervisory Agreement, except for meeting its target level of
classified assets to core capital plus the allowance for loan loss of 50% or
less by December 31, 1999. Total classified (substandard and doubtful) assets
declined by approximately $14 million from $26.3 million at September 30, 1998
to $12.3 million at March 31, 2000. However, United was unable to meet the 50%
target using post-examination December 31, 1999, and March 31, 2000 regulatory
capital and Thrift Financial Report classified assets. The Board and management
are continuing to work strenuously toward this target.

o          Capital Infusion

On July 16, 1999, Fidelity signed a letter of intent with Lincolnshire
Management, Inc. ("Lincolnshire"). This proposed transaction was terminated in
November 1999.

On January 21, 2000 as amended and restated on April 6, 2000, Fidelity signed a
definitive stock purchase agreement to sell 1,460,000 shares of its common stock
to Pedcor Holdings, a limited liability company ("Pedcor"). One of the
principals of Pedcor was a director of the Company until his resignation in
December 1999.

The consideration to be paid by Pedcor includes $3,000,000 in cash, a five-year
guarantee to United in an aggregate amount up to $1,500,000 against any negative
cash flow from operations of certain specified affordable housing properties in
the Bank's portfolio and an agreement to provide management and certain
accounting services for the specified properties for ten years at no fee to the
Bank or Company.

Consummation of the agreement is subject to receipt of all regulatory and
shareholder approvals.

o          Segment Information

Fidelity operates principally in two industries, banking and real estate
development and management. Through United, Fidelity offers traditional banking
products, such as checking, savings and certificates of deposit, as well as
mortgage, commercial and consumer loans. Through the Affordable Housing Group,
Fidelity is or was involved in various aspects of developing, building, renting
and managing affordable housing units.

Banking revenue consists primarily of interest and fee income, while real estate
development and management fee income consists primarily of real estate
management, investment banking, development and other fees. All revenue is
earned in the United States.

Operating profit is total revenue less operating expenses. In computing
operating profit, income taxes have been deducted.

Identified assets are principally those used in each segment and are all held in
the United States. Real estate development and management activities conducted
by Fidelity are not asset intensive.

                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                     Real Estate
Three months ended                                   Development
March 31, 2000                             Banking   & Management Eliminations   Total
--------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>          <C>          <C>
Interest income                          $   2,974    $       2    $      (2)   $   2,974
Other income                                   376           69          (10)         435
Interest expense                             2,095            2           (2)       2,095
Other expense                                1,554          129          (10)       1,673
Provision (adjustment) for loan losses          75           --           --           75
Income before tax                             (374)         (60)          --         (434)
Income tax expense (benefit)                  (218)         (48)          --         (266)
Total assets                               162,815        3,009       (3,124)     162,700
Capital expenditures                            21           --           --           21
Depreciation and amortization                   90            2           --           92


                                                     Real Estate
Three months ended                                   Development
March 31, 1999                             Banking   & Management Eliminations   Total
--------------------------------------------------------------------------------------------------
Interest income                          $   3,371    $       1    $      (9)   $   3,363
Other income                                   496           85          (10)         571
Interest expense                             2,364            9           (9)       2,364
Other expense                                1,754          130          (10)       1,874
Provision (adjustment) for loan losses        (541)         137           --         (404)
Income before tax                              290         (190)          --          100
Income tax expense (benefit)                    65         (100)          --          (35)
Total assets                               185,913        3,357       (4,030)     185,240
Capital expenditures                            60           --           --           60
Depreciation and amortization                   98           --           --           98

</TABLE>


                                       10
<PAGE>

Item 2 - Management's Discussion and Analysis of Results of Operations
         and Financial Condition

Special Note Regarding Forward-Looking Statements

Certain matters discussed in this Quarterly Report on Form 10-Q are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as Fidelity "believes",
"anticipates", "expects", "estimates" or words of similar import. Similarly,
statements that describe Fidelity's future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties which are described in close proximity to such
statements and which could cause actual results to differ materially from those
anticipated as of the date of this report. Shareholders, potential investors and
other readers are urged to consider these factors in evaluating the
forward-looking statements and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements included herein are
only made as of the date of this report and Fidelity undertakes no obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances.

o          Results of Operations

The net loss for the three months ended March 31, 2000 was $168,000, compared to
net income of $135,000 for the same period last year. Basic and diluted net loss
per share was $.05 per share for the three months ended March 31, 2000, compared
to net income of $0.04 per share in 1999. Interest income decreased $389,000
from the prior year primarily due to a decrease in higher yielding multifamily
and commercial real estate loans, and a reduction in residential mortgage loans,
due to refinancing activity. Interest expense decreased approximately $269,000
due to the maturity of higher interest bearing brokered deposits that were
partially replaced with retail deposits. As a result of these maturities and
payoffs, Fidelity's assets have decreased $8.8 million from March 31, 1999 to
$162.7 million at March 31, 2000. Non-interest income for the three months ended
March 31, 2000, decreased $136,000 from the three months ended March 31, 1999
primarily due to a decrease in gains on sales of loans and service charges on
deposit accounts. Non-interest expense decreased $201,000 to $1.7 million due
primarily to the decrease in salaries and employee benefits, as well as data
processing expense. The letter of credit valuation provision and valuation
provision for equity investments decreased as well. A portion of the decreases
was offset by higher legal and professional expenses.

Net Interest Income
Net interest income, Fidelity's largest component of income, represents the
difference between interest and fees earned on loans, investments and other
interest-earning assets, and interest paid on interest-bearing liabilities. It
also measures how effectively management has balanced and allocated Fidelity's
interest rate-sensitive assets and liabilities. Due to a significant decrease in
earning assets, net interest income decreased to $879,000 for the three months
ended March 31, 2000, compared to $999,000 for the three months ended March 31,
1999.

The reduction in net interest income during the three months was primarily due
to the continued reduction in average earning assets of $25.6 million, which was
partially offset by a decrease in average interest-bearing liabilities of $16.9
million. Fidelity's reduction in average earning assets was composed of
reductions in fixed rate 1-4 family mortgage loans, multifamily loans and
commercial real estate loans. Average real estate mortgage loans have decreased
$9.5 million, resulting in a decrease of $206,000 in interest income. Average
multifamily and commercial real estate loans also decreased $16.1 million due to
continued workout efforts, resulting in a decrease of interest income of
$275,000. Certificates of deposit and borrowings partially offset this reduction
in assets with a decrease of $12.2 million in certificates and $4.0 million in
borrowings. This resulted in decreased interest expense, of $185,000 and
$62,000, respectively. Interest income for the three months ended March 31, 2000
was $3.0 million compared to $3.4 million for the three months ended March 31,
1999, a decrease of $.4 million or about 13.3%. Interest expense for the three
months ended March 31, 2000 was $2.1 million compared to $2.4 million for the
three months ended March 31, 1999, a decrease of $.3 million or 14.3%. These
decreases were partially offset by

                                       11
<PAGE>

a $6.4 million increase in average consumer loans. The decrease in commercial
and multifamily loans is expected to continue during the time that United
operates under the Supervisory Agreement. Please refer to the footnote "Other
Restrictions" in the Notes to Consolidated Financial Statements for further
details.

The net interest margin increased slightly during the three month period to
2.34% from 2.30% a year ago. Despite management's efforts the net interest
margin is expected to be relatively constant or decline during the term of the
Supervisory Agreement between United and the OTS, due to certain lending
restrictions.

Asset/Liability Management--Quantitative and Qualitative Disclosures about
Market Risk

Fidelity is subject to interest rate risk to the degree that its interest
bearing liabilities, primarily deposits with short and medium term maturities,
mature or reprice at different rates than its interest-earning assets. Although
having liabilities that mature or reprice less frequently will be beneficial in
times of rising interest rates, such an asset/liability structure will result in
lower net income during periods of declining interest rates, unless off-set by
other factors.

The OTS utilizes a model, the "Office of Thrift Supervision Net Portfolio Value"
("NPV") model, which uses a net market value methodology to measure the interest
rate risk exposure of savings associations. Under this model, an institution's
"normal" level of interest rate risk in the event of an assumed change in
interest rates is a decrease in the institution's NPV in an amount not exceeding
2% of the present value of its assets. Savings associations with over $300
million in assets or less than 12% risk-based capital ratio are required to file
the OTS Schedule CMR. Data from Schedule CMR is used by the OTS to calculate
changes in NPV (and the related "normal" level of interest rate risk) based upon
certain interest rate changes (discussed below). Associations which do not meet
either of the filing requirements are not required to file OTS Schedule CMR, but
may do so voluntarily. United voluntarily submits a CMR quarterly to the OTS.
Under the regulation, associations which must file are required to take a
deduction (the interest rate risk capital component) from their total capital
available to calculate their risk based capital requirement if their interest
rate exposure is greater than "normal". The amount of that deduction is one-half
of the difference between (a) the institution's actual calculated exposure to a
200 basis point interest rate increase or decrease (whichever results in the
greater pro forma decrease in NPV) and (b) its "normal" level of exposure which
is 2% of the present value of its assets.

Presented below, at December 31, 1999 and March 31, 1999, is an analysis
performed by the OTS of United's interest rate risk as measured by changes in
NPV for instantaneous and sustained parallel shifts in the yield curve, in 100
basis point increments, up and down 300 basis points. At December 31, 1999 and
March 31, 1999, 2% of the present value of United's assets was approximately
$3.4 million and $3.6 million. Because the interest rate risk of a 200 basis
point increase or decrease in market rates (using the larger number of a plus or
minus 200 basis point shock) was $2.9 million at December 31, 1999 and $1.3
million at March 31, 1999, United would not have been required to make a
deduction from its total capital available to calculate its risk based capital
requirement. The increase in interest rate risk in the event of increased rates,
from March to December 1999 is due to interest rate changes and a change in
United's balance sheet mix.


                                       12
<PAGE>

                   Interest Rate Risk as of December 31, 1999

<TABLE>
<CAPTION>
                         Net Portfolio Value              NPV as Percent of Present
                            (in thousands)                     Value of Assets
------------------------------------------------------------------------------------
   Change       Dollar          Dollar       Percentage
  in Rates      Amount          Change         Change       NPV Ratio      Change
------------------------------------------------------------------------------------
<S>  <C>       <C>             <C>              <C>            <C>          <C>
   + 300 bp    $10,879         $(4,685)         (30)%          6.75%      - 242 bp
   + 200 bp     12,622          (2,942)         (19)           7.69       - 148 bp
   + 100 bp     14,256          (1,308)          (8)           8.53       -  64 bp
       0 bp     15,564                                         9.17
   - 100 bp     16,148             584            4            9.41          24 bp
   - 200 bp     16,023             459            3            9.27          10 bp
   - 300 bp     16,010             446            3            9.19           2 bp



Interest Rate Risk as of March 31, 1999
                         Net Portfolio Value              NPV as Percent of Present
                            (in thousands)                     Value of Assets
------------------------------------------------------------------------------------
   Change       Dollar          Dollar       Percentage
  in Rates      Amount          Change         Change       NPV Ratio      Change
------------------------------------------------------------------------------------
<S>  <C>       <C>             <C>              <C>            <C>          <C>
  +300 bp      $10,630        $(2,012)          (16)%          6.12%      - 86 bp
  +200 bp       11,773           (869)           (7)           6.67       -31 bp
  +100 bp       12,555            (87)           (1)           7.01         3 bp
     0 bp       12,642                                         6.98
  -100 bp       12,008           (634)           (5)           6.58       - 40 bp
  -200 bp       11,352         (1,290)           (10)          6.17       - 82 bp
  -300 bp       10,717         (1,925)           (15)          5.77      - 121 bp
</TABLE>

As with any method of measuring interest rate risk, certain shortcomings are
inherent in the methods of analysis presented above. For example, although
certain assets and liabilities may have similar maturities or periods to
repricing, they may react in different degrees to changes in market rates. Also,
the interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market interest rates, while interest rates on other types
may lag behind changes in market rates. Additionally, certain assets, such as
adjustable-rate loans, have features which restrict changes in interest rates on
a short-term basis and over the life of the assets. Further, in the event of a
change in interest rates, expected rates of prepayments on loans and early
withdrawals from certificates could likely deviate significantly from those
assumed in calculating the above amounts.

Provision for Loan Losses and Letter of Credit Reserves

Fidelity makes provisions for loan losses in amounts estimated to be sufficient
to maintain the allowance for loan losses at a level considered necessary by
management to absorb losses in the loan portfolios. The provision for loan
losses for the three months ending March 31, 2000 was $75,000 compared to a
credit of $404,000 in the prior year, an increase of $479,000. During the three
months ended March 31, 1999, primarily as a result of a reduction in classified
and criticized assets, Fidelity reduced its provision for loan losses and
reserve for letters of credit and recognized income of $404,000. The current
quarter's provision for loan losses was primarily associated with the consumer
loan portfolio due to losses on loans originated prior to January 1999. The
ratio of

                                       13
<PAGE>

allowance for loan losses to non performing loans was 189.9% at March 31, 2000
compared to 180.0% at December 31, 1999.

Specific reserves are assigned to certain credits. The reserves are determined
by management's evaluation of those credits. The results of internal loan
reviews, OTS evaluations and recent events assist Fidelity in making that
evaluation. The independent support for the allowance for loan losses and letter
of credit valuation reserve includes documentation that supports the amount of
recorded reserves for these credits.

General reserves for loans and letters of credit not specifically reserved are
also determined. Fidelity computes general reserves for the commercial,
commercial mortgage, residential mortgage, consumer and credit card loan
portfolios by utilizing historical information and information currently
available about the loans within those portfolios that provides information as
to the likelihood of loss. The potential effect of current economic conditions
is also considered with respect to establishing general reserve amounts.


Non-interest income. Non-interest income for the quarter ended March 31, 2000,
was $435,000 compared to $571,000 for the same period in 1999, a decrease of
$136,000.


Non-interest income
-------------------
(in thousands)
                                    Three Months Ended
                                         March 31,         Increase
                                       2000    1999       (Decrease)
                                      ------  ------      ----------
Fee income-apartment management       $  44   $  54         $ (10)
Service charges on deposit accounts      77     105           (28)
Gain on sale of real estate loans         7      89           (82)
Letter of credit fees                   145     146            (1)
Servicing fees on loans sold             28      25             3
Release fees on multifamily loans         2      10            (8)
Real estate investment banking fees      17      16             1
Agent fee income                          7       7            --
Title fee income                          5      13            (8)
Other                                   103     106            (3)
                                      -----   -----         -----
  Total non-interest income           $ 435   $ 571         $(136)
                                      =====   =====         =====

Fidelity's level of activity in Section 42 real estate activities has continued
to decrease. Fidelity has recorded no Section 42 real estate development fees
over the past three years. Fee income from management activities for the three
months ended March 31, 2000 decreased approximately $10,000 due to a reduction
in the rate charged for apartment management. Service charges on deposit
accounts decreased $28,000 for the three months ended March 31, 2000, compared
to the prior fiscal years due to a decrease in low balance checking accounts.
Single-family mortgage loan originations during the three months ending March
31, 2000 have decreased due to the higher level of mortgage interest rates
compared to prior years. As a result, net gains of $7,000 were down $82,000
compared to the same period in 1999. No securities were sold in the three months
ending March 31, 2000 or 1999. Letter of credit fees were approximately the same
as last year. Outstanding letters of credit at March 31, 2000 and December 31,
1999 were $44.5 million and $44.6 million respectively. Title fee income
decreased $8,000 compared to the three months ended March 31, 1999. The decrease
is primarily due to a decrease in loan volume compared to last year.

                                       14
<PAGE>

Non-Interest Expense
Non-interest expense decreased $201,000 or 10.7% for the three months ended
March 31, 2000, compared to the three months ended March 31, 1999. The following
table summarizes non-interest expense for the three months ending March 31, 1999
and 2000:

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             March 31
                                                     -------------------------------------------------
                                                                                            Increase
                                                      2000               1999              (Decrease)
                                                      ----               ----              ----------

<S>                                                    <C>                <C>           <C>
Salaries and employee benefits                         $763               $866          $    (103)
Letter of credit valuation provision                                        35                (35)
Write down of affordable housing
  Partnership investments                                21                 84                (63)
Legal and professional                                  133                 86                 47
Occupancy expense                                        92                 84                  8
Equipment expense                                        69                 68                  1
Data processing expense                                  84                105                (21)
Advertising                                              30                 47                (17)
Deposit insurance                                        60                 72                (12)
Correspondent bank charges                               38                 39                 (1)
Printing and supplies                                    21                 27                 (6)
Loss on investment                                       62                 51                 11
Telephone                                                34                 19                 15
Postage                                                  24                 26                 (2)
Travel and lodging                                        7                  4                  3
Other operating expense                                 235                261                (26)
                                                     -------------------------------------------------

   Total non-interest expense                        $1,673             $1,874              $(201)
                                                     =================================================
</TABLE>


Salaries and employee benefits decreased $103,000 due to staff reductions
completed in the quarter. Legal and professional fees are higher primarily due
to additional costs incurred for workout activities with respect to various
classified assets, and other legal actions commenced by Fidelity. Occupancy
expense for the three months ending March 31, 2000 was approximately $8,000
higher than the previous three months ended March 31, 1999 due to an increase in
real estate taxes. Data processing expense for the three months ended March 31,
2000 decreased $21,000 from the same period last year due to the elimination of
Y2K expense. Deposit insurance decreased $12,000 from the prior year due to a
decrease of $16.1 million in deposits since March 31, 1999. Fidelity recorded
its percentage share of losses, for its investments in various IRS Section 42
developments, under the equity method of accounting. Fidelity's losses were
$62,000 and $51,000 for the three months ended March 31, 2000 and March 31,
1999, respectively. These writedowns are partially offset by tax credits
received and recorded as reductions of income tax expense. Telephone expense
increased $15,000 over last year due to the timing of invoices associated with
switching telephone service providers and the data transmission enhancements
associated with the new service. Other operating expense decreased from 1999 by
$26,000. Management continues to monitor expenses closely.

Income Tax Benefit
The income tax benefit was $266,000 for the three months ending March 31, 2000
compared to $35,000 in the same period last year, primarily due to a decrease in
taxable income. Included in the tax benefit of $266,000 for

                                       15
<PAGE>

the three months ending March 31, 2000 are tax credits of $96,500. These credits
are received from Fidelity's investment in Section 42 affordable housing
projects and comprise a portion of the return on these investments. Fidelity
also receives the tax benefit of its percentage of the operating losses for
those projects. Some of the benefits associated with these tax credits are
partially offset by reductions of the investment in the Section 42 projects,
which are included in the above table under the caption "Loss on Investment".
The effective tax rate for the three months ended March 31, 2000, because of the
tax credits was 61.3% compared 35.0% for last year.

A consideration of a valuation allowance for the deferred tax asset was made at
March 31, 2000 after projecting the reversal of the deferred items. These
analyses were based on projected operating income in future years, action plans
developed and partially implemented included in a newly developed business plan,
cost reductions, planned sale of a portion of United's limited partnership
interests and the completion of Fidelity's transaction with Pedcor Holdings LLC
("Pedcor"). Please refer to the footnote, Capital Infusion, for further details
regarding the Pedcor transaction. These analyses showed that it was more likely
than not that all carryforwards would be utilized within the carryforward
periods (federal and state) and therefore no valuation allowance was recorded.
The analyses assume that Fidelity will execute approximately 50% of the
initiatives included within its current business plan, sell approximately 50% of
its limited partnerships interests (reducing tax credits granted annually) and
then achieve 5 to 10% growth in annual earnings thereafter. The level of
earnings contemplated by these analyses, if achieved, will still constitute, for
the majority of the carry forward periods, earnings levels that are below other
thrift holding companies included within Fidelity's peer group. The analyses to
consider the need for a valuation allowance for the deferred tax asset are
subject to certain risks and uncertainties that could impact the final
determination regarding the amount of the valuation allowance. Fidelity is
currently working towards these goals, however these risks include the failure
of Fidelity to complete the transaction with Pedcor, the failure to implement
the newly developed business plan including cost reductions, or the failure to
execute planned sale of United's limited partnership interests.


Year 2000

For the past several years, Fidelity has been taking corrective measures to
ensure that, on January 1, 2000, its computer systems and equipment that use
embedded computer chips would be able to distinguish between "1900" and "2000."
Fidelity also undertook corrective measures to avoid any business disruptions on
February 29, 2000 as a result of the millennium's first leap year. Due to these
efforts, Fidelity has not experienced any material system errors or failures as
a result of Year 2000 issues. Prior to December 31, 1999, Fidelity assigned
certain individuals to act as a single point of coordination and information
about all Year 2000 events, whether internal or external, that could impact
normal business processes. In addition, Fidelity will continue its business as
usual practices to monitor its computer systems and infrastructure, as well as
the Year 2000 efforts of third parties with which the Corporation does business.
Although Fidelity does not anticipate that any future Year 2000 issues will
result in a material impact on Fidelity, there can be no assurance that this
will be the case. Fidelity has incurred cumulative Year 2000 costs of
approximately $250,000 through March 31, 2000. A significant amount of these
costs was not incremental to Fidelity but instead constituted a reallocation of
existing internal systems technology resources and, accordingly, was funded from
normal operations. Remaining costs are expected to be immaterial and similarly
funded. Forward-looking statements contained in the foregoing "Year 2000"
section should be read in conjunction with the cautionary statements included in
the introductory paragraphs under "Management's Discussion and Analysis of
Results of Operations and Financial Condition".

Financial Condition
Total assets at March 31, 2000 decreased $8.8 million to $162.7 million from
$171.5 million in December 1999. Average assets for the three months ended March
31, 2000 decreased 2.3% from 1999 to $166.8 million. Average interest-bearing
liabilities decreased $16.9 million as Fidelity used loan payoff proceeds to
reduce borrowings and agent-acquired certificates of deposit, which represent a
higher-cost source of funds for Fidelity.

                                       16
<PAGE>

The decrease in total assets is primarily the result of loan payoffs,
refinancing and payments received on commercial, multifamily and fixed 1-4
family mortgage loans. Fidelity has continued to sell current production of
fixed 1-4 family mortgages to investors in the secondary market, therefore the
mortgage loan portfolio continues to decline.

Loans
The following table shows the composition of Fidelity's loan portfolio as of
March 31, 2000 and December 31, 1999:

<TABLE>
<CAPTION>
                                                   March             December
                                                   2000                1999
----------------------------------------------------------------------------------
<S>                                              <C>                 <C>
Real estate mortgage loans
   First mortgage loans
      Conventional                               $  48,647           $  48,845
      Construction                                   1,823               1,867
      Commercial                                     8,228               8,576
      Multi-family loans                             4,165               3,629
      Home equity loans                              5,406               5,567
      First mortgage real estate loans
         Purchased                                   1,824               1,899
                                                ----------------------------------
                                                    70,093              70,383
   Commercial loans, other than
      secured by real estate                         3,926               4,154
   Consumer loans                                   33,238              24,403
                                                ----------------------------------
        Total loans                                107,257              98,940
   Allowance for loan losses                        (2,009)             (2,021)
                                                ----------------------------------

        Net loans                                 $105,248             $96,919
                                                ==================================

        Total assets                              $162,700            $171,457
                                                ==================================

        Total loans to total assets                  65.9%               57.7%
                                                ==================================
</TABLE>

Fidelity sells a portion of its current production of 1-4 family loans,
recording the gain or loss and using the proceeds to fund new products. As a
result, conventional real estate mortgage loans continue to decrease.

Multi-family loans increased $536,000 over the prior year due to the conversion
of multifamily construction loans to permanent loans. Fidelity continues to
pursue refinancing opportunities for available outlets for the remaining
classified multifamily loans, commercial loans and letters of credit.

Commercial real estate loans and commercial loans have continued to decline as a
result of the Supervisory Agreement which restricts new commercial lending.
Refer to the "Other Restrictions" footnote for additional information. The focus
of United's commercial lending department has been to develop action plans to
minimize potential losses relating to its classified commercial credits and its
letter of credit exposure.

The increase in loans is primarily due to an increase in consumer loans of $8.8
million from December 31, 1999 to $33.2 million at March 31, 2000. Recent staff
replacements to the consumer loan department in late 1999 have contributed to an
increase in the automobile loans financed. The level of growth in the consumer
loan portfolio during the first quarter of 2000 is not expected to be repeated
in the near future. United is expected to increase

                                       17
<PAGE>

sales of its loans to another financial institution, in which automobile loans
are originated on their behalf and United earns a fee from these transactions.

Fidelity's loan portfolio contains no loans to foreign governments, foreign
enterprises, foreign operations of domestic companies or highly leveraged
transactions, nor any concentration to borrowers engaged in the same or similar
industries that exceed ten percent of total loans.

Non-Performing Loans
Fidelity discontinues the accrual of interest income on loans when, in the
opinion of management, there is reasonable doubt as to the timely collectibility
of interest or principal. When a loan reaches a ninety day or more past due
status, the asset is generally repossessed or sold, if applicable, or the
foreclosure process is initiated and the loan is re-classified to other real
estate owned to be sold. A loan could be placed in a nonaccrual status sooner
than ninety days, if management knows the customer has abandoned the collateral
and has no intention of repaying the loan. At this point, management
discontinues the accrual of interest and Fidelity would initiate the
repossession or foreclosure process. Typically, when a loan reaches nonaccrual
status, the accrued interest is reversed from income, unless strong evidence
exists that the value of the collateral would support the collection of interest
in a foreclosure situation. Nonaccrual loans are returned to an accrual status
when, in the opinion of management, the financial position of the borrower
indicates that there is no longer any reasonable doubt as to the timely payment
of principal and interest.

The following table provides information on Fidelity's non-performing loans as
of March 31, 2000 and December 31, 1999:

<TABLE>
<CAPTION>
                                                               March 31,         December 31,
                                                                 2000                1999
  --------------------------------------------------------------------------------------------
                                                                    (Dollars in Thousands)
<S>                                                             <C>                <C>
  Non-accrual loans
     Commercial                                                 $   298
     Real estate mortgage                                           158            $   253
     Multi-family                                                                      229
                                                             ---------------------------------
        Total non-accrued loans                                     456                482
  Restructured
     Consumer                                                        62                 75
     Commercial                                                     119                118
                                                             ---------------------------------
        Total restructured loans                                    181                193
  90 days or more past due and accruing
     Consumer                                                        56                135
     Commercial                                                     365                313
                                                             ---------------------------------
        Total 90 days or more past due and accruing                 421                448
                                                             ---------------------------------

          Total non-performing loans                             $1,058             $1,123
                                                             =================================

  Ratio of non-performing loans to total loans                   0.99%              1.14%
                                                             =================================

                                                             =================================
  Total loans                                                 107,257               98,940
                                                             =================================
</TABLE>

Non-performing loans were .99% of total loans at March 31, 2000, as compared to
1.14% of total loans at December 31, 1999 and consisted primarily of commercial
and mortgage loans. The decrease in non-performing loans is due to the reduction
in commercial and multi-family loans. Multi-family affordable housing loans, for
which specific and general reserves have been computed, are currently performing
with respect to debt service and are,

                                       18
<PAGE>

therefore, not included in the above "non-performing loans" totals. The ability
of the multi-family loans to remain performing is in part due to general partner
or other advances made by Fidelity to support cash flow deficits incurred by the
affordable housing projects. There is no assurance that general partner advances
will not be necessary in the future to support further cash flow deficits, or
that Fidelity will not have to extend funds in order to protect its collateral
position with respect to the loans.

Analysis of Allowance for Loan Losses and Letter of Credit Valuation Allowance
Fidelity establishes its provision for loan losses and evaluates the adequacy of
the allowance for loan losses based on management's evaluation of the
performance of its loan and letter of credit portfolio. Such evaluation, which
includes a review of all loans and letters of credit for which full
collectibility may not be reasonably assured, considers among other matters, the
present value of capitalized cash flows, the estimated fair value of the
underlying collateral, economic conditions, historical loss experience, the
composition of the portfolios and other factors that warrant recognition in
providing for an adequate loan loss allowance and letter of credit valuation
allowance. This evaluation is performed on a monthly basis and is designed to
ensure that all relevant matters affecting collectibility will consistently be
identified in a detailed review and that the outcome of the review will be
considered in a disciplined manner by management in determining the necessary
allowances and related provisions. The amounts actually reported in each period
will vary with the outcome of this detailed review.

Classified Assets and Letters of Credit
(In Thousands)

                                                    March 31,     December 31,
                                                       2000           1999
------------------------------------------------------------------------------

Classified assets                                     $8,660         $8,991
Classified letters of credit                          12,868         13,218
                                                  ----------------------------
      Total classified assets/letters of credit      $21,528        $22,209
                                                  ============================

Classified assets and letters of credit of Fidelity totaled $21.5 million at
March 31, 2000 compared to $22.2 million at December 31, 1999 and $40.7 million
at June 30, 1999, a decrease of 3.2% and 47.2%, respectively. Classified assets
and letters of credit were 167.3% and 167.8% of Fidelity's capital and reserves
at March 31, 2000 and December 31, 1999, respectively. Classified assets and
letters of credit were 76.2% and 72.2% of United's capital and reserves at March
31, 2000 and December 31, 1999, respectively. In addition to the classified
assets and letters of credit, there were other assets and letters of credit
totaling $18.6 million for which management was closely monitoring the
borrowers' abilities to comply with payment terms.

Impaired loans are those that management believes will not perform under the
original loan terms. At March 31, 2000 and December 31, 1999, Fidelity had
impaired loans totaling $7.4 million compared to $16.5 million at June 30, 1999,
a decrease of 55.1%. The large decrease in impaired loans recognizes Fidelity's
ongoing efforts to reduce classified loans. The allowance for losses on such
impaired loans totaled $1.1 million and is included in Fidelity's allowance for
loan losses at March 31, 2000 and December 31, 1999. In addition, using similar
guidelines for impaired loans, impaired letters of credit at March 31, 2000 and
December 31, 1999 total $13.2 million, versus $21.0 million at June 30, 1999, a
decrease of 37.1%. The valuation allowance on such impaired letters of credit
totaled $5.8 million and is included in Fidelity's letters of credit valuation
allowance at March 31, 2000 and December 31, 1999. Impaired loans do not include
large groups of homogeneous loans that are collectively evaluated for
impairment, such as, residential mortgage and consumer installment loans.

                                       19
<PAGE>


The following table sets forth loan charge-offs and recoveries by the type of
loan and an analysis of the allowance for loan losses at March 31, 2000 and
December 31, 1999:

<TABLE>
<CAPTION>
                                                         March 31,          December 31,
                                                           2000                 1999
-----------------------------------------------------------------------------------------
                                                                (in thousands)
<S>                                                     <C>                  <C>
Allowance for loan losses
   at beginning of period                               $   2,021            $   3,521
                                                   --------------------------------------
Loan charge offs
   Real estate mortgage                                        34
   Multi-family                                                                  2,631
   Commercial                                                                       11
   Consumer                                                    88                  235
                                                   --------------------------------------
      Total loan charge offs                                  122                2,877
                                                   --------------------------------------

Loan recoveries
   Real estate mortgage
    Multi-family                                                                     3
   Commercial                                                  17                    3
   Consumer                                                    18                   26
                                                   --------------------------------------
      Total loan recoveries                                    35                   32
                                                   --------------------------------------

Net charge offs                                                87                2,845

Reclassifications

Provision for loan losses                                      75                1,345
                                                   --------------------------------------

Allowance for loan losses at end of period              $   2,009            $   2,021
                                                   ======================================

Ratio of net charge offs to average loans
   outstanding during period                                0.34%                5.20%
                                                   ======================================

Ratio of provision for loan losses to average
   loans outstanding during period                          0.29%                2.46%
                                                   ======================================

Ratio of allowance for loan losses to total loans
   outstanding at year end                                  1.87%                2.04%
                                                   ======================================

Average amount of loans
   outstanding for the period                            $102,492             $108,455
                                                   ======================================

Amount of loans outstanding
   at end of period                                      $107,257              $98,940
                                                   ======================================
</TABLE>

The allowance for loan losses was $2.0 million at March 31, 2000 and December
31, 1999. Net loan charge-offs were $87,000 or .34% of average loans for the
three months ended March 31, 2000 compared to $2.8 million or 5.20% of average
loans for the six months ended December 31, 1999. During the six months ended
December 31, 1999, Fidelity reevaluated some of the loans that it had previously
established reserves for in fiscal 1998 and charged off $2.8 million in loans.
In addition, it was determined a $3.2 million loan originated for the financing
of a

                                       20
<PAGE>

hotel was not meeting its cash flow projections, and thus was classified. This
substandard classification resulted in an approximate $470,000 increase in the
allowance for loan losses. Based on recent loss experience in United's consumer
loan portfolio originated prior to 1999, United increased the allowance for loan
losses to $496,000 at December 31, 1999, or approximately 1.5% of consumer loans
outstanding.

During the six months ended December 31, 1999 an additional provision for letter
of credit losses of $1.1 million was recognized due to deterioration in the
affordable housing portfolio compared to none at March 31, 1999 and March 31,
2000.

Multi-family letters of credit, an off-balance sheet item, carry the same risk
characteristics as conventional loans and totaled $44.5 million at March 31,
2000 and December 31, 2000. Specific allocations for letters of credit totaled
6.5% of outstanding letters of credit at March 31, 2000 compared to 5.5% at
December 31, 1999. Management is not currently aware of any additional letters
of credit that are expected to be called or funded. Management considers the
allowance for loan losses and letter of credit valuation reserve adequate to
meet losses inherent in the loan and letter of credit portfolios as of March 31,
2000.


                                       21
<PAGE>



Allocation of Allowance for Loan Losses
The allocation for loan losses and the percentage of loans within each category
to total loans at March 31, 2000 and at December 31, are as follows:

<TABLE>
<CAPTION>
Allocation of Amount
                                               March 31,           December 31,
                                                 2000                  1999
---------------------------------------------------------------------------------
                                                      (in thousands)
<S>                                             <C>                 <C>
Real Estate Mortgage:
   Conventional and home equity                 $   70              $   103
   Multi-family                                    491                  482
Consumer                                           501                  496
Commercial                                         947                  940
                                           --------------------------------------

      Total                                     $2,009               $2,021
                                           ======================================

Percentage of Loans to Total Loans
                                               March 31,           December 31,
                                                 2000                  1999
---------------------------------------------------------------------------------
<S>                                            <C>                 <C>
Real Estate Mortgage
   Conventional and home equity                 52.1%                51.3%
   Multi-family                                  5.4                  3.7
Consumer                                        31.2                 30.3
Commercial                                      11.3                 14.7
                                           --------------------------------------
      Total                                    100.0%               100.0%
                                           ======================================
</TABLE>


Investment Securities
United's investment policy is annually reviewed by its Board of Directors. Any
significant changes to the policy must be approved by the Board. The Board has
an asset/liability management committee, which is responsible for keeping the
investment policy current.

At March 31, 2000, the investment portfolio represented 14.6% of Fidelity's
assets, compared to 14.2% at December 31, 1999, and is managed in a manner
designed to meet the Board's investment policy objectives. During fiscal 1999
due to continued reductions in the loan portfolio, the excess liquidity was
reinvested in lower risk investment securities. The primary objectives, in order
of priority, are to further the safety and soundness of Fidelity, to provide the
liquidity necessary to meet day to day, cyclical, and long-term changes in the
mix of Fidelity's assets and liabilities and to provide for diversification of
risk and management of interest rate and economic risk. At March 31, 2000, the
entire investment portfolio was classified as available for sale. The net
unrealized loss at March 31, 2000, which is included as a component of
stockholders' equity, was $556,000 and was comprised of gross losses of $921,000
and a tax benefit of $365,000. The decrease in the unrealized loss was caused by
market interest rate changes during the period. Although the entire portfolio is
available for sale, management has not identified specific investments for sale
in future periods.

                                       22
<PAGE>

The following table sets forth the components of United's available-for-sale
investment portfolio as of March 31, 2000 and December 31, 1999:

<TABLE>
<CAPTION>
                                                    March 31,         December 31,
                                                      2000                1999
----------------------------------------------------------------------------------
<S>                                                  <C>               <C>
                                                          (in thousands)
   Federal agency securities
   Federal Home Loan Mortgage Corporation
      mortgage-backed securities                     $  977            $  1,043
   Federal National Mortgage Association
      Mortgage-backed securities                      1,311               1,377
   Government National Mortgage Association
      mortgage-backed securities                     21,523              21,885

                                               -----------------------------------

        Total securities available for sale         $23,811             $24,305
                                               ===================================
</TABLE>

For the three months ended March 31, 2000, United's investment securities
portfolio decreased by $494,000 to $23.8 million compared to $24.3 million at
December 31, 1999. The current year's decrease is the result of maturities and
paydowns received during the three months. United holds various types of
securities, including mortgage-backed securities. Inherent in mortgage-backed
securities is prepayment risk. Prepayment rates generally can be expected to
increase during periods of lower interest rates as some of the underlying
mortgages are refinanced at lower rates. Conversely, the average lives of these
securities generally are extended as interest rates increase.


                                       23
<PAGE>

Funding Sources

Deposits
Fidelity attracts both short-term and long-term deposits from the retail market
by offering a wide assortment of accounts with different terms and different
interest rates. These deposit alternatives include checking accounts, regular
savings accounts, money market deposit accounts, fixed rate certificates with
varying maturities, variable interest rate certificates, negotiable rate jumbo
certificates ($100,000 or more), and variable rate IRA certificates.

Average deposits increased by $1.1 million during the first three months of
2000. The increase came primarily in the area of core certificates of deposit,
for which the average balance increased $8.7 million but was offset by a
decrease in NOW accounts and agent-acquired certificates of deposit of $2.0
million and $4.9 million, respectively. According to the provisions of the
Supervisory Agreement, Fidelity is unable to use agent-acquired certificates as
a funding source. Agent-acquired certificates of deposit were acquired at rates
higher than the current local market for retail deposits, but generally below
rates charged for FHLB advances.


The following table sets forth the average balances of and the average rate paid
on deposits by deposit category for the years ended March 31, 2000 and the year
ended December 31, 1999.

<TABLE>
<CAPTION>
                                                      March 31,              December 31,
                                                        2000                     1999
Average Deposits                                 Amount        Rate        Amount        Rate
-----------------------------------------------------------------------------------------------
                                                               (in thousands)
<S>                                             <C>            <C>       <C>            <C>
Demand                                          $   5,793                $   6,097
NOW accounts                                       17,122       3.28%       19,107       3.39%
Money market accounts                               2,295       1.99         2,545       2.03
Savings accounts                                    4,416       2.09         4,657       2.26
Certificates of deposit                            87,021       5.72        78,329       5.60
Agent-acquired certificates of deposit             13,286       5.92        18,147       5.88
                                              -------------            -------------

           Totals                                $129,933       4.97%     $128,882       4.85%
                                              =============            =============
</TABLE>

Borrowings
Fidelity's long-term debt decreased $516,000 for the first three months of 2000
primarily due to paydowns on FHLB advances secured by specific single-family
loans. With the current dividend restrictions in the Supervisory Agreement, a
$2.0 million loan was obtained in fiscal 1999 to meet anticipated cash
requirements of the parent company. Alternate funding sources for United were
provided by loan sales and loan payoffs, as well as through retail deposits for
United. In the following table, all notes, except for the Federal Home Loan Bank
advances, are debt of the Parent Company and total $14.4 million.


                                       24
<PAGE>

The following table summarizes Fidelity's borrowings as of March 31, 2000 and
December 31, 1999.

<TABLE>
<CAPTION>
                                                                           March 31, 2000     December 31, 1999
(dollars in thousands)
------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                        <C>
Note payable, 8.48% adjusted annually, payable $8 per month,
   including interest, due September 2010, secured by specific
   multi-family mortgages                                                      $     982                  985
Note payable, 8.48% adjusted annually, payable $12 per month,
   including interest, due September 2010, secured by specific
   multi-family mortgages                                                          1,505                1,510
Note payable, 9.50%, interest paid quarterly, due June 2001,
   secured by United stock                                                         2,000                2,000
Junior subordinated notes, 9.125%, interest paid semi-annually,
   due April 2001, unsecured                                                       1,476                1,476
Junior subordinated notes, 9.25%, interest paid semi-annually,
   due January 2002, unsecured                                                     1,494                1,494
Senior subordinated notes, 10.00%, interest paid semi-annually,
   due June 2005, unsecured                                                        7,000                7,000
Federal Home Loan Bank advances, due at various dates through
   2002 (weighted average rates of 6.58% and 6.59% at March 31, 2000
   and December 31, 1999)                                                          8,531                9,039
                                                                           ---------------------------------------

        Total long-term debt                                                     $22,988              $23,504
                                                                           =======================================
</TABLE>

Capital Resources
Fidelity's stockholders' equity increased $51,000 to $5.5 million at March 31,
2000, compared to $5.4 million at December 31, 1999. The change in stockholders'
equity was accounted for by a net loss of $168,000 and a decrease in the in the
net unrealized loss on securities available for sale of $219,000.

At March 31, 2000, actual and required minimum levels (to be adequately and well
capitalized) of regulatory capital for United were as follows:

<TABLE>
<CAPTION>
                                                              (Dollars in Thousands)

---------------------------------------------------------------------------------------------------------------------------------
                                                                                Required for                   To be well
                                             Actual                           Adequate Capital                 capitalized
                                             Amount          Ratio       Amount             Percent    Amount             Percent
---------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>       <C>                   <C>      <C>                <C>
Total risk-based capital (to
risk-weighted assets)                        $17,735          13.7%     $10,380               8.0%     $12,975            10.0%
---------------------------------------------------------------------------------------------------------------------------------
Tier 1 capital (to risk-weighted
assets)                                       11,215           8.6        5,190               4.0        7,785             6.0
---------------------------------------------------------------------------------------------------------------------------------
Core  capital (to adjusted  total
assets)                                       11,215           7.2        6,269               4.0        7,836             5.0
---------------------------------------------------------------------------------------------------------------------------------
Core capital (to adjusted
tangible assets)                              11,215           7.2        3,134               2.0      N/A                 N/A
---------------------------------------------------------------------------------------------------------------------------------
Tangible capital (to adjusted
total assets)                                 11,215           7.2        2,351               1.5      N/A                 N/A
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       25
<PAGE>

Total capital for United consists of Tier I capital plus the allowance for loan
losses. Minimum capital levels are 4% for the leverage ratio, which is, defined
as Tier I capital as a percentage of total assets less goodwill and other
identifiable intangible assets; 4% for Tier I to risk-weighted assets; and 8%
for total capital to risk-weighted assets. United's capital ratios have exceeded
each of these levels. The leverage ratio was 7.2% for the three months ended
March 31, 2000 and 6.8% for December 31, 1999, tier I capital to risk-weighted
assets was 8.6% and 9.1% and total capital to risk-weighted assets was 13.7% and
14.3% at March 31, 2000 and December 31, 1999, respectively. Book value per
share, including unrealized losses on investment securities, increased to $1.74
at March 31, 2000, compared to $1.72 three months earlier.

There are no specific targets for capital levels included or agreed to within
the Supervisory Agreement ("Agreement") between United and the OTS, only a
requirement that United include capital targets within a strategic plan. The
original strategic plan developed by United established capital targets of 8.25%
for tangible, leverage and core capital and 16% for risk-based capital. The
Agreement did set a target level to reduce its classified assets to 50% of core
capital plus the allowance for loan losses and the letter of credit valuation
reserves by December 31, 1999. At March 31, 2000, United's tangible, leverage
and core capital was 7.2% and risk-based capital was 13.7%. United's classified
assets to core capital plus the allowance for loan losses and letter of credit
valuation reserves was 73.5% at March 31, 2000.

The capital category assigned to an entity can also be affected by qualitative
judgements made by regulatory agencies about the risk inherent in the entity's
activities that are not part of the calculated ratios. At March 31, 2000 and
December 31, 1999, the Bank is categorized as well capitalized and met all
capital adequacy requirements at those dates.

Liquidity
Fidelity's principal source of income and funds is dividends from United and is
not subject to any regulatory restrictions on the payment of dividends to its
stockholders. However, United is restricted from paying any dividends to
Fidelity without prior approval of the OTS.

Fidelity in late fiscal 1999, obtained additional financing of $2.0 million to
cover operating costs, debt reduction for three affordable housing developments,
and servicing of debt at the holding company level. Absent potential sources of
liquidity available to the holding company including the potential issuance of
additional stock, potential execution of additional debt financing, and
dividends from United (with OTS approval), the holding company may deplete its
available cash during calendar 2000. Management is progressing on a proposed
stock issuance to Pedcor and believes the issuance will be completed before
available cash is depleted, although it cannot provide any assurance due to
required regulatory and shareholder approvals that must be obtained.

United is required by federal regulations to maintain specified levels of
"liquid" assets consisting of cash and other eligible investments. Currently,
liquid assets must equal at least four percent of net withdrawable savings plus
borrowings payable upon demand or due within one year or less. As of March 31,
2000 and December 31, 1999, United's liquidity ratios were 24.0% and 31.4%.
United's significant increase in liquidity at December 31, 1999 was the result
of United's cash contingency plan for Year 2000. As a result, United has reduced
the liquidity during the first quarter of 2000. Management believes that this
level of liquidity is sufficient to meet any anticipated requirements for
United's operations.

The primary sources of funds for operations are principal and interest payments
on loans, deposits from customers, and sales and maturities of investment
securities. In addition, United is authorized to borrow money from the FHLB and
other sources as needed. United decreased its borrowings from the FHLB from
$12.5 million at June 30, 1999, to $8.5 million at March 31, 2000. Fidelity has
also decreased its utilization of agency-acquired certificates of deposit as
total loans have decreased and the need for these types of funds has also
decreased.

                                       26
<PAGE>

                          PART II -- OTHER INFORMATION


ITEM 1   Legal Proceedings:
              There are no material pending legal proceedings, other than
              ordinary routine litigation incidental to the Registrant's
              business, to which the Registrant or its subsidiaries are a party
              of or which any of their property is the subject.


ITEM 2   Changes in Securities:
              Not applicable.


ITEM 3   Defaults Upon Senior Securities:
              Not applicable.


ITEM 4   Submission of Matters to a Vote of Security Holders:
              None


ITEM 5   Other Information:
              None


ITEM 6   Exhibits and Reports on Form 8-K:
              a.      The following exhibit is submitted herewith:
                      27 Financial Data Schedule

              b.      No new reports on Form 8-K.


                                       27
<PAGE>

                                   SIGNATURES


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

                                    FIDELITY FEDERAL BANCORP



Date: MAY 12, 2000                  By:   /s/ M. BRIAN DAVIS
      ------------------------            ---------------------
                                          M. Brian Davis
                                          President and CEO



                                    By:   /s/ DONALD R. NEEL
                                          ---------------------
                                          Donald R. Neel,
                                          Executive Vice President, CFO
                                          and Treasurer
                                          (Principal Financial Officer)


                                       28
<PAGE>


                                  Exhibit Index


Reg. S-K
Exhibit No.                 Description of Exhibit                Page
--------------------------------------------------------------------------------
   27                       Financial Data Schedule                30




                                       29