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

                                    FORM 10-Q


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


                       For the Quarter Ended June 30, 2003


                            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)


                               18 NW Fourth Street
                            Evansville, Indiana 47708
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)



                                 (812) 424-0921
               --------------------------------------------------
               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
                                   ---      ---

Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).

                               YES       NO  X
                                   ---      ---

As of July 25, 2003, there were 9,618,658 shares of the Registrant's common
stock, $1 stated value, issued and outstanding.

<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES

                                      Index



                                                                            Page
PART I - FINANCIAL INFORMATION

  ITEM 1--Financial Statements:

   Condensed Consolidated Balance Sheets.................................     3

   Condensed Consolidated Statements of Income...........................     4

   Condensed Consolidated Statements of Changes in Stockholders' Equity..     5

   Condensed Consolidated Statements 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........................................ 11-18

  ITEM 3--Quantitative and Qualitative Disclosures about Market Risk.....    18

  ITEM 4--Controls and Procedures........................................ 18-19

PART II - OTHER INFORMATION..............................................    20

SIGNATURES...............................................................    23

Index to Exhibits........................................................    24

                                       2
<PAGE>

Item 1 - Financial Statements

                         Part I - Financial Information

                    Fidelity Federal Bancorp And Subsidiaries
                      Condensed Consolidated Balance Sheets
                        (In thousands except share data)
<TABLE>
<CAPTION>
                                                                     June 30,      December 31,
                                                                       2003           2002
                                                                     ---------      ---------
                                                                    (Unaudited)
<S>                                                                  <C>            <C>
Assets
Cash and due from banks                                              $   1,568      $   1,454
Interest-bearing demand deposits                                         3,758          2,369
                                                                     ---------      ---------
   Cash and cash equivalents                                             5,326          3,823
Investment securities available for sale                                46,883         34,912
Loans, net of allowance for loan losses of $690 and $837                76,604         73,087
Premises and equipment                                                   4,756          4,935
Federal Home Loan Bank of Indianapolis stock                             2,710          2,674
Deferred income tax receivable                                           5,678          5,615
Foreclosed assets held for sale, net of allowance of $0 and $100           219          2,145
Interest receivable and other assets                                     5,752          5,099
                                                                     ---------      ---------

   Total assets                                                      $ 147,928      $ 132,290
                                                                     =========      =========

Liabilities
Deposits
   Non-interest bearing                                              $   5,245      $   3,209
   Interest bearing                                                    105,097        103,582
                                                                     ---------      ---------
     Total deposits                                                    110,342        106,791
Federal Home Loan Bank Advances                                         17,000          3,000
Long-term debt                                                           4,302         10,586
Valuation allowance for letters of credit                                  283            445
Other liabilities                                                        2,254          1,880
                                                                     ---------      ---------
     Total liabilities                                                 134,181        122,702
                                                                     ---------      ---------

Commitments and Contingencies                                               --             --

Stockholders' Equity
Preferred stock, no par or stated value
   Authorized and unissued--5,000,000 shares
Common stock, $1 stated value
Authorized--15,000,000 shares
Issued and outstanding--9,618,658 and 6,740,883 shares                   9,619          6,741
Additional paid-in capital                                              16,635         15,359
Stock warrants                                                             261            261
Accumulated deficit                                                    (12,995)       (13,152)
Accumulated other comprehensive income                                     227            379
                                                                     ---------      ---------
Total stockholders' equity                                              13,747          9,588
                                                                     ---------      ---------

Total liabilities and stockholders' equity                           $ 147,928      $ 132,290
                                                                     =========      =========
</TABLE>
See notes to condensed consolidated financial statements.

                                       3
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
                   Condensed Consolidated Statements of Income
                        (In Thousands, Except Share Data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                               Three Months Ended              Six Months Ended
                                                                    June 30,                        June 30,
                                                              2003            2002            2003           2002
                                                          -----------------------------------------------------------
<S>                                                        <C>             <C>             <C>             <C>
 Interest Income
   Loans receivable                                        $     1,181     $     1,963     $     2,360     $     4,137
   Investment securities--taxable                                  364             474             689             784
   Loans held for sale                                              --              --              39              --
   Deposits with financial institutions                             16              32              38              82
   Other dividend income                                            35              41              73              80
                                                           -----------     -----------     -----------     -----------
         Total interest income                                   1,596           2,510           3,199           5,083
                                                           -----------     -----------     -----------     -----------

Interest Expense
   Deposits                                                        744           1,140           1,633           2,273
   Short-term borrowings                                             3               7               3              24
   Long-term debt                                                  233             483             503             935
                                                           -----------     -----------     -----------     -----------
         Total interest expense                                    980           1,630           2,139           3,232
                                                           -----------     -----------     -----------     -----------

Net Interest Income                                                616             880           1,060           1,851
   Provision for loan losses                                       (18)             --            (122)             --
                                                           -----------     -----------     -----------     -----------

Net Interest Income After Provision for Loan Losses                634             880           1,182           1,851
                                                           -----------     -----------     -----------     -----------

Other Income
   Service charges on deposit accounts                             113             111             219             197
   Net gains on loan sales                                         131             176             321             444
   Net gains on investment sales                                    --              73             320              73
   Letter of credit fees                                           121             125             242             250
   Underwriting and document prep fees                              75              21             117              58
   Gain on disposition of rate swap                                 --              --              --              72
   Servicing fees on loans sold                                     74              37             137              74
   Securitization income                                            54              --             114              --
   Fees recaptured on automobile loans                              79               7             162              12
   Gain on sale of real estate owned                               305              --             317              --
   Other income                                                    154             270             376             570
                                                           -----------     -----------     -----------     -----------
         Total non-interest income                               1,106             820           2,325           1,750
                                                           -----------     -----------     -----------     -----------

Other Expenses
   Salaries and employee benefits                                  844             866           1,724           1,803
   Occupancy                                                        83              89             175             185
   Equipment                                                        99              83             199             170
   Data processing                                                 115              85             215             165
   Deposit insurance                                                12              14              26              29
   Legal and professional                                           64              64             115             127
   Insurance                                                        73              45             135              86
   Advertising                                                      44              34              89              75
   Printing, postage, and office supplies                           54              56             112             133
   Bond issuance expense                                            63              16              79              31
   Letter of credit valuation provision                           (170)             --            (170)             --
   Loss on investment in partnership                                20              58              40              94
   Amortization of intangible assets                                --              --              --              52
   Correspondent bank charges                                       37              32              71              65
   Other                                                           320             312             610             625
                                                           -----------     -----------     -----------     -----------
         Total non-interest expense                              1,658           1,754           3,420           3,640
                                                           -----------     -----------     -----------     -----------

Income (Loss) Before Income Tax                                     82             (54)             87             (39)
   Income tax expense (benefit)                                    (21)            (98)            (71)           (169)
                                                           -----------     -----------     -----------     -----------
Net Income                                                 $       103     $        44     $       158     $       130
                                                           ===========     ===========     ===========     ===========

Basic Earnings per Share                                   $      0.01     $      0.01     $      0.02     $      0.02

Diluted Earnings per Share                                 $      0.01     $      0.01     $      0.02     $      0.02

Average Common and Common Equivalent shares outstanding    $ 9,618,659     $ 6,071,627     $ 8,234,129     $ 6,047,163
</TABLE>
See notes to condensed consolidated financial statements

                                       4
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
      Condensed Consolidated Statements of Changes in Stockholders' Equity
                        (In Thousands, Except Share Data)
<TABLE>
<CAPTION>
                                                                         Six Months End
                                                                             June 30,
                                                       -------------------------------------------------
                                                                      2003                        2002
                                                                    --------                    --------
<S>                                                    <C>          <C>          <C>            <C>
Beginning Balance                                                   $  9,588                    $ 11,895
   Comprehensive income
     Net income                                             158                       130
     Other comprehensive income (loss) - net of tax        (152)                       24
                                                       --------                  --------
   Comprehensive income                                                    6                         154
   Issuance of stock                                                   4,153                         165
   Issuance of stock warrants                                                                        250
                                                                    --------                    --------
Balances, June 30 (unaudited)                                       $ 13,747                    $ 12,464
                                                                    ========                    ========
</TABLE>
See notes to condensed consolidated financial statements.

                                       5
<PAGE>

                    FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Six Months Ended
                                                                                        June 30,
                                                                                 ---------------------
                                                                                   2003         2002
                                                                                 --------     --------
<S>                                                                              <C>          <C>
Operating Activities
   Net income (loss)                                                             $    158     $    130
   Adjustments to reconcile net income to net
     cash provided (used) by operating activities
     Provision for loan losses                                                       (122)          --
     Letter of credit valuation provision                                            (170)          --
     Net gain on sales of securities available for sale and foreclosed assets        (637)         (73)
     Depreciation and amortization                                                    219          253
     Valuation allowance--affordable housing investments                               --           28
     Loans originated for sale                                                    (34,457)      (7,739)
     Proceeds from sale of loans                                                   34,608        7,748
     Changes in
       Interest payable and other liabilities                                         382         (619)
       Interest receivable and other assets                                          (615)        (447)
     Other                                                                             47          (65)
                                                                                 --------     --------
     Net cash used by operating activities                                           (587)        (784)
                                                                                 --------     --------

Investing Activities
   Purchases of securities available for sale                                     (33,028)     (22,902)
   Proceeds from sales of securities available for sale                             8,966        7,786
   Proceeds from maturities of securities available for sale                       12,098           --
   Net change in FHLB stock                                                           (36)          --
   Net change in loans                                                             (3,956)         413
   Proceeds from sale of foreclosed assets                                          2,666
   Purchase of premises and equipment                                                 (40)         (52)
   Funding on outstanding letters of credit                                            --         (230)
                                                                                 --------     --------
     Net cash used by investing activities                                        (13,330)     (14,985)
                                                                                 --------     --------

Financing Activities
   Net change in
     Noninterest-bearing, interest-bearing demand
       and savings deposits                                                           454       (1,878)
     Certificates of deposit                                                        3,097        7,269
   Short-term borrowings                                                               --           --
   Proceeds of FHLB advances                                                       14,000        6,778
   Repayment of long-term debt                                                     (6,284)      (6,436)
   Issuance of stock                                                                4,153          165
   Issuance of stock warrants                                                          --          250
                                                                                 --------     --------
     Net cash provided by financing activities                                     15,420        6,148
                                                                                 --------     --------

Net Change in Cash and Cash Equivalents                                             1,503       (9,621)

Cash and Cash Equivalents, Beginning of Period                                      3,823       16,316
                                                                                 --------     --------

Cash and Cash Equivalents, End of Period                                         $  5,326     $  6,695
                                                                                 ========     ========

Additional Cash Flows Information
   Interest paid                                                                 $  2,127     $  3,789
   Income tax paid (refunded)                                                          --           --
   Real estate acquired in settlement of loans                                        657        1,910
</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 six months ended June
30, 2003 are not necessarily indicative of those expected for the remainder of
the year. The condensed consolidated balance sheet at December 31, 2002 has been
derived from the audited financial statements.

Certain information and note disclosures normally included in the company's
annual financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the company's Form 10-K annual report for 2002 filed with the
Securities and Exchange Commission.

o        Company Subsidiaries

Fidelity's savings bank subsidiary, United Fidelity Bank, fsb ("United"), was
organized in 1914, is a federally-chartered stock savings bank located in
Evansville, Indiana, and is regulated by the Office of Thrift Supervision
("OTS"). Fidelity, through its savings bank subsidiary, is engaged in the
business of obtaining funds in the form of savings deposits and other borrowings
and investing such funds in consumer, commercial, and mortgage loans, and in
investment and money market securities.

o        Stockholders' Equity

In April 2003, Fidelity issued 2,777,777 shares of common stock for $4.0 million
in cash through the exercise of an option held by Pedcor Holdings and affiliates
("Pedcor"). The exercise price per share was $1.44, and was determined under a
formula included in the shareholder-approved stock purchase agreement effective
May 19, 2000. The proceeds of the option exercise were utilized to reduce
Fidelity's long-term debt outstanding. The remaining options expired on May 19,
2003.

Pedcor Holdings is a member of a group of companies which is controlled by Bruce
A. Cordingley, Gerald K. Pedigo, and Phillip J. Stoffregen, directors of
Fidelity Federal. Following the option exercise, the Pedcor group beneficially
owns approximately 65% of Fidelity's issued and outstanding stock.

In July 2002, Fidelity filed a registration statement for a stockholder rights
offering with the Securities and Exchange Commission. A total of 750,000 shares
were registered in this filing. For every 8.1 shares of Fidelity held on the
record date, shareholders could subscribe to purchase one share of Fidelity at
$2.00. The rights offering was completed in September 2002. Fidelity raised
$770,000, net of costs associated with the offering. The shares purchased by
shareholders with these funds were issued in September 2002.

                                       7
<PAGE>

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. United has entered into a
Supervisory Agreement ("Agreement") with the Office of Thrift Supervision
("OTS"). One of the provisions of the Agreement requires prior approval from OTS
for payments of dividends from United to Fidelity. Fidelity is uncertain when it
will pay dividends in the future and the amount of such dividends, if any.

o        Other Restrictions

The Agreement with the OTS is in effect until terminated, modified or suspended
by the OTS. The agreement was entered into in February 1999. The agreement as
written has been modified by mutual agreement to eliminate certain restrictions.
Under the terms of the Agreement, United developed and submitted to the OTS for
approval a strategic plan which included, 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 is updated annually and submitted to the OTS.

In addition, United is also prohibited from taking certain actions without prior
approval, including but not limited to: engaging in "sub prime" consumer lending
activities; making capital distributions, including dividends to Fidelity;
making any additional equity investments; real estate development without
specific approval of the OTS; acquiring any additional real estate for future
development; selling any asset to an affiliated party without prior written
approval of the OTS; and engaging in any new activities not included in the
strategic plan.

United is also required to obtain OTS approval prior to adding or replacing any
director or senior executive officer, from entering into any contract with any
executive officer or director which would require a golden-parachute payment and
from increasing any executive benefit package in an amount in excess of the
annual cost of living.

The Agreement currently limits the growth of its automobile loan portfolio,
including retained interests in an automobile loan securitization transaction in
2002.

United received OTS approval in the first quarter of 2002 to resume commercial
lending on a limited basis in accordance with its business plan. In 2002, United
received OTS approval to complete a $50.0 million automobile loan securitization
transaction. Internet banking, a new activity approved by OTS, was introduced to
United's customers on July 1, 2003.

Management of United has taken, or has refrained from taking, as applicable, the
actions requested by the OTS. United believes it was in compliance with the
modified provisions of the Agreement at June 30, 2003.

o        Earnings per share

Earnings per share (EPS) were computed as follows:
<TABLE>
<CAPTION>
                                                                 Three Months Ended June 30, 2003
                                                            ---------------------------------------------
                                                              Income    Weighted-Average    Per Share
                                                                             Shares           Amount
                                                            ---------------------------------------------
<S>                                                           <C>           <C>                <C>
           Net income                                         $ 103
                                                              =====
           Basic earnings per share
               Income (loss) available to common
                 stockholders                                 $ 103         9,618,659          $ 0.01
                                                                                               ======
           Effect of dilutive securities
               Stock options                                      -                  -
                                                             ------         ----------
           Diluted earnings per share
               Income (loss) available to common
                 stockholders and assumed conversions        $  103         9,618,659          $ 0.01
                                                             ======         =========          ======
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>

                                                                 Three Months Ended June 30, 2002
                                                            ---------------------------------------------
                                                              Income    Weighted-Average    Per Share
                                                                             Shares           Amount
                                                            ---------------------------------------------
<S>                                                             <C>           <C>               <C>
           Net income                                           $ 44
                                                                ====
           Basic earnings per share
               Income available to common stockholders          $ 44          6,062,464         $0.01
                                                                                                =====
           Effect of dilutive securities
               Stock options                                       -              9,163
                                                              ------          ---------
           Diluted earnings per share
               Income available to common stockholders and
                 assumed conversions                            $ 44          6,071,627         $0.01
                                                                ====          =========         =====


                                                                  Six Months Ended June 30, 2003
                                                            ---------------------------------------------
                                                              Income    Weighted-Average    Per Share
                                                                             Shares           Amount
                                                            ---------------------------------------------

           Net income                                         $ 158
                                                              =====
           Basic earnings per share
               Income (loss) available to common
                 stockholders                                 $ 158         8,234,129          $ 0.02
                                                                                               ======
           Effect of dilutive securities
               Stock options                                      -                 -
                                                             ------         ---------
           Diluted earnings per share
               Income (loss) available to common
                 stockholders and assumed conversions        $  158         8,234,129          $ 0.02
                                                             ======         =========          ======


                                                                  Six Months Ended June 30, 2002
                                                            ---------------------------------------------
                                                              Income    Weighted-Average    Per Share
                                                                             Shares           Amount
                                                            ---------------------------------------------

           Net income                                          $ 130
                                                               =====
           Basic earnings per share
               Income available to common stockholders         $ 130          6,037,774         $0.02
                                                                                                =====
           Effect of dilutive securities
               Stock options                                       -              9,389
                                                              ------         ----------
           Diluted earnings per share
               Income available to common stockholders and
                 assumed conversions                           $ 130          6,047,163         $0.02
                                                               =====          =========         =====
</TABLE>

Options to purchase 326,996 shares of common stock at prices ranging from $1.53
to $11.81 per share as well as stock warrants representing the right to purchase
527,753 share of common stock at prices ranging from $3.00 to $8.93 per share
were outstanding at June 30, 2003, but were not included in the computation of
diluted EPS because the options' exercise price was greater than the average
market price of the common shares.

o        Automobile Loan Securitization

United completed an automobile loan securitization transaction in 2002.

A summary of the components of serviced loans, which represents both owned and
securitized loans, follows. The automobile loans presented represent the managed
portfolio of indirect prime automobile loans.

                                       9
<PAGE>


                                                                   Loans Past
                                                    Principal       Due Over
As of June 30, 2003                                  Balance         30 Days
------------------------------------------------------------------------------

 Total  serviced automobile loans                   $ 84,771           $353
 Less: Automobile loans securitized                  (31,781)          (127)
       Automobile loans serviced                     (31,358)           (74)
                                                   ---------------------------

 Total automobile loans held in portfolio           $ 21,632          $ 152
                                                   ===========================

United estimates the fair value of the retained interest at the date of the
transfer and during the period of the transaction based on a discounted cash
flow analysis. United receives monthly servicing fees based on the principal
loan balances outstanding, the rights to future cash flows arising after
investors in the securitization trust have received their contractual return and
after certain administrative costs of operating the trust. These cash flows are
estimated over the life of the loans using prepayment, default and interest rate
assumptions that market participants would use for financial instruments subject
to similar levels of prepayment, credit and interest rate risk.

A summary of the fair values of the interest-only strips and servicing assets
retained, key economic assumptions used to arrive at the fair values, and the
sensitivity of the June 30, 2003 fair values to immediate 10% and 20% adverse
changes in those assumptions follows. Actual credit losses experienced through
year-end 2002 and thus far in 2003 on the pool of automobile loans securitized
have been consistent with initial projections. As such, the expected static pool
loss assumption would perform consistently with that disclosed in the
sensitivity analysis. The sensitivities are hypothetical. Changes in fair value
may not be linear. Also, the effect of a variation in a particular assumption on
the fair value of the retained interests is calculated without changing any
other assumption; in reality, changes in one factor may result in changes in
another (for example, increases in market interest rates may result in lower
prepayments and increased credit losses), which might either magnify or
counteract the sensitivities.
<TABLE>
<CAPTION>
                                                 Weighted-       Monthly       Expected
                                                  Average      Prepayment     Cumulative     Annual      Weighted-
                                       Fair         Life          Speed         Credit      Discount      Average
                                       Value    (in months)      (% ABS)        Losses        Rate        Coupon
                                    ---------------------------------------------------------------------------------
<S>                                   <C>              <C>        <C>            <C>           <C>          <C>
Interest-only strip
   As of the date of securitization   $ 2,707          39         1.50%          1.50%         15.0%        9.09%
   As of June 30, 2003                  2,035          24         1.83           1.50          15.0         8.64
   Decline in fair value of 10%
     adverse change                                              $  41           $ 24          $ 35
   Decline in fair value of 20%
     adverse change                                                 80             47            71

Servicing asset
   As of the date of securitization       362          39         1.50%          1.50%         15.0%
   As of June 30, 2003 *                  246          24         1.83           1.50          15.0
   Decline in fair value of 10%
     adverse change                                               $ 10            $ 0           $ 2
   Decline in fair value of 20%
     adverse change                                                 19              0             5
</TABLE>
*Carrying value of the servicing asset approximated fair value at June 30, 2003.

o        Stock Option

Stock options and Fidelity's stock-based incentive compensation plans are
discussed more fully in the notes to Fidelity's December 31, 2002 audited
financial statements contained in Fidelity's annual report. Fidelity accounts
for these plans under the recognition and measurement principles of APB Opinion
No. 25, Accounting for Stock Issued to Employees, and related Interpretations.
No stock-based employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price that was equal to or
greater than the market value of the underlying common stock on the grant date.
The following table illustrates the effect on net income and earnings per share
if Fidelity had applied the fair value provisions of FASB statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                                       Three months ended        Six months ended
                                                                            June 30                  June 30
                                                                  ---------------------------------------------------
                                                                        2003          2002       2003       2002
                                                                  ---------------------------------------------------
<S>                                                                  <C>            <C>         <C>        <C>
Net income as reported                                                $   103        $  44       $ 158      $ 130
Less:  Total stock-based compensation cost determined
       under the fair value based method, net of income taxes              (8)         (48)        (16)       (54)
                                                                  ---------------------------------------------------

Pro forma net income                                                       95           (4)        142         76
                                                                  ===================================================

Basic earnings per share - as reported                                  $0.01         $0.01      $0.02       $0.02
Basic earnings per share - pro forma                                    $0.01         $0.00      $0.02       $0.01
Diluted earnings per share - as reported                                $0.01         $0.01      $0.02       $0.02
Diluted earnings per share - pro forma                                  $0.01         $0.00      $0.02       $0.01
</TABLE>

o        Reclassifications

Reclassifications of certain amounts from the condensed consolidated income
statements for the three and six month periods ended June 30, 2002 have been
made to conform to the presentation of the three and six month periods ended
June 30, 2003. These reclassifications had no effect on net income.


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

Management's discussion and analysis of financial condition and results of
operations is intended to assist in understanding the financial condition and
results of operations of Fidelity Federal. The information contained in this
section should be read in conjunction with the consolidated financial statements
and accompanying notes contained in this report.

Portions of this Management's Discussion and Analysis, as well as the notes to
the consolidated financial statements contain certain forward-looking statements
(as defined in the Private Securities Litigation Reform Act of 1995), which
reflect management's current beliefs and expectations and are intended to
benefit the reader. These forward-looking statements are inherently subject to
various risks and uncertainties which may cause actual results to differ
materially from expected results. Such risks and uncertainties include, but are
not limited to, economic conditions, generally and in the market areas of the
Company, increased competition in the financial services industry, actions by
the Federal Reserve Board, changes in interest rates and governmental regulation
and legislation.

Comparison of Financial Condition at June 30, 2003 and December 31, 2002

Total assets at June 30, 2003 were $147.9 million, an increase of $15.6 million
from $132.3 million at December 31, 2002. The increase in total assets was
primarily attributable to a $12.0 million increase in investment securities
available for sale and $3.5 million increase in net loans.

United's investment portfolio consists entirely of mortgage related securities
which are classified as "available for sale". Approximately $9.0 million of
securities were sold during the first half of 2003 due to continued rapid
prepayments in connection with the low market rate environment, but replaced
with approximately $33.1 million in similar mortgage-backed securities during
the first six months of 2003.

Net loans increased $3.5 million to $76.6 million at June 30, 2003. The increase
is associated with a $3.5 million increase in consumer loans. Low interest rates
resulted in a $1.1 million increase in residential real estate loans. Offsetting
these increases was a $2.5 million decrease in loans due to the payoff of two
loans on multifamily real estate properties.

The allowances for loan losses decreased to $690,000 at June 30, 2003, from
$837,000 at December 31, 2002. The decline was due to a $122,000 credit to the
provision for loan losses and $25,000 in net charge-offs. The $122,000 loan loss
provision credit was due to excess allowance created from consumer loan sales
during this year and a reduction of excess reserves on two multifamily real
estate properties that paid off during the second quarter of 2003. The allowance
for loan losses represented 0.89% of total loans at June 30, 2003, a decrease
from 1.13% at December 31, 2002. Relative to non-performing assets, the
allowance for loan losses was 41.4% at June 30, 2003, compared to 27.4% at
December 31, 2002.

                                       11
<PAGE>

The following table sets forth an analysis of the allowance for loan losses for
the six months ended June 30, 2003 and the year ended December 31, 2002:

<TABLE>
<CAPTION>
                                                                   Six months
                                                                     ended             Year ended
                                                                    June 30,           December 31,
                                                                      2003                 2002
                                                               -------------------   -----------------
                                                                      (dollars in thousands)
<S>                                                                  <C>                  <C>
Allowance for loan losses at beginning of period                     $ 837                $2,138
Provision for losses                                                  (122)                 (360)
Loans charged off                                                     (106)               (1,954)
Recoveries on loans                                                     81                 1,013
                                                               -------------------   -----------------
Allowance for loan losses at end of period                           $ 690                $  837
                                                               ===================   =================
</TABLE>

Foreclosed assets held for sale decreased $1.9 million primarily due to the
disposition of a commercial real estate property.

Total deposits increased $3.5 million to $110.3 million at June 30, 2003, from
$106.8 million at December 31, 2002. Approximately $2.0 million of the increase
was associated with an increase in non-interest bearing deposit accounts and the
remaining increase was in certificates of deposit.

Federal Home Loan Bank advances increased $14.0 million to $17.0 million at June
30, 2003. The increase in borrowings was utilized to fund investment and loan
growth during the first half of 2003.

Long-term debt decreased $6.3 million to $4.3 million at June 30, 2003. Notes
payable secured by multi-family mortgages totaling $2.4 million and bearing
interest of 7.42% were paid off during the second quarter. An additional $1.5
million note payable bearing interest at 10.50% was paid off during the second
quarter as well. Finally, $2.2 million in senior subordinated notes bearing
interest at 10% were retired. Fidelity utilized liquidity from a $4.0 million
stock option exercise by Pedcor Holdings and affiliates in April 2003 to pay off
the above noted long-term debt.

Total stockholders' equity increased $4.1 million from December 31, 2002 to
$13.7 million at June 30, 2003. The increase was primarily attributable to the
exercise of stock options totaling $4.1 million during the first half of 2003 by
Pedcor Holdings and affiliates and net income for the year-to-date.

Non-Performing Assets

Non-performing assets decreased $1.4 million from December 31, 2002 to $1.7
million or 1.1% of total assets at June 30, 2003. The decrease is primarily due
to the sale of one commercial real estate asset with a carrying value of $1.8
million.

The following table provides information on Fidelity's non-performing assets as
of June 30, 2003 and December 31, 2002:

<TABLE>
<CAPTION>
                                                              June 30,       December 31,
                                                                2003             2002
                                                            ------------------------------
                                                                (Dollars in Thousands)
<S>                                                           <C>             <C>
  Non-accrual loans
     Consumer                                                 $    221        $   131
     Commercial                                                    376            388
     Real estate mortgage                                          754            356
                                                              --------       --------
       Total non-accrual loans                                   1,351            875
  Restructured
       Total restructured loans                                     95             39
  90 days or more past due and accruing
     Mortgage                                                        -              1
                                                              --------       --------
       Total 90 days or more past due and accruing                   -              1

  Foreclosed and repossessed assets                                219          2,145
                                                              --------       --------

           Total non-performing assets                        $  1,665       $  3,060
                                                              ========       ========


  Ratio of non-performing assets to total assets                 1.13%          2.31%
                                                              ========       ========
</TABLE>

                                       12
<PAGE>

Foreclosed and Repossessed Assets

Forclosed and repossessed assets totaled $219,000 at June 30, 2003, which
consists of residential and non-residential properties. As previously discussed,
United disposed of a commercial real estate property with a value of $1.8
million during the second quarter of 2003.

Classified Assets

Classified assets totaled $2.0 million at June 30, 2003 compared to $6.0 million
at December 31, 2002. Total classified assets were 13.6% and 55.4% of Fidelity's
capital and reserves at June 30, 2003 and December 31, 2002, respectively. In
addition to the classified assets and letters of credit, there are other assets
and letters of credit totaling $6.8 million at June 30, 2003, compared to $11.9
million at December 31, 2002, for which management was closely monitoring the
borrower's abilities to comply with payment terms. Classified assets decreased
$4.0 million from December 31, 2002 to $2.0 million at June 30, 2003. The
decrease is primarily attributable to two classified multifamily loans totaling
$2.6 million that were paid off during the second quarter, in addition to the
$1.8 million non-residential property that was sold during the quarter.

Capital Resources

United is subject to various regulatory capital requirements administered by the
federal banking agencies and is assigned to a capital category. The assigned
category is largely determined by three ratios that are calculated according to
the regulations: tangible capital, core capital and risk-based capital ratios.
The ratios are intended to measure capital relative to assets and credit risk
associated with those assets and off balance sheet exposures of the entity. The
capital category assigned to an entity can also be affected by qualitative
judgments made by regulatory agencies about the risk inherent in the entity's
activities that are not part of the calculated ratios.

The following is a summary of the Bank's regulatory capital and capital
requirements at June 30, 2003 based on capital regulations currently in effect
for savings institutions.

                                       Tangible         Core       Risk-based
                                        Capital        Capital       Capital

Regulatory capital                     $ 10,841       $ 11,250      $ 11,326
Minimum capital requirement               2,132          5,701         7,246
                                       --------       --------      --------
Excess capital                            8,709          5,549         4,080
                                       ========       ========      ========

Regulatory capital ratio                   7.63%          7.89%       12.50%
Required capital ratio                     1.50%          4.00%        8.00%
                                       --------       --------      --------
Ratio excess                               6.13%          3.89%        4.50%
                                       ========       ========      ========

Liquidity

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

The Stock Purchase Agreement approved by Fidelity's shareholders in May 2000
provides that, for three years following the approval of the stock purchase
agreement, Pedcor is entitled to purchase additional shares at market value from
Fidelity in an aggregate amount up to $5.0 million. Prior to the May 2003
expiration of this option, Pedcor Holdings and affiliates had $4.4 million
available of the original $5.0 million of which they acquired 2,777,777 shares
of common stock for $4.0 million in cash in April 2003. Approximately $388,000
in unexercised options expired in May 2003.

Fidelity has a $500,000 line of credit and can draw on this line until its
expiration in September 2004. At June 30, 2003, no amount was outstanding on the
line of credit. Fidelity's liquidity position may be further improved by the
potential issuance of additional stock, additional debt or equity financing, or
dividends from United, to Fidelity. Fidelity believes that the above actions, in
addition to the recent $6.4 million in debt reduction, will assist it in meeting
its future liquidity needs.

                                       13
<PAGE>

o        Comparison of Operating Results for the Three Months Ended June 30,
         2003 and 2002

General. Net income for the quarter ended June 30, 2003 was $103,000 compared to
$44,000 for the quarter ended June 30, 2002. Net interest income decreased,
while non-interest income increased and non-interest expense decreased.

Net Interest Income

Net interest income of $616,000 was recognized during the quarter ended June 30,
2003, compared to $880,000 for the same period in 2002.

Total interest income decreased $914,000 to $1.6 million for the quarter ended
June 30, 2003, from $2.5 million for the same quarter in 2002. Total interest
income on loans decreased $782,000 in addition to a $110,000 decrease in
interest income from investment securities. Average loans outstanding decreased
$29.0 million to $73.8 million at June 30, 2003. During the second half of 2002,
United completed a loan securitization transaction resulting in the sale of
approximately $50 million in consumer loans.

Total interest expense decreased $650,000 to $980,000 for the quarter ended June
30, 2003. The reduction in interest expense was mainly the product of average
deposits decreasing $16.5 million to $107.4 million for the quarter ended June
30, 2003, from $123.9 million for the quarter ended June 30, 2002 combined with
the average cost of those deposits falling to 3.04% from 3.82% for the
respective periods. Also, the average cost of FHLB advances decreased to 1.85%
on an average balance of $12.2 million in the most recent quarter compared to a
cost of 4.65% on an average balance of $17.0 million for the same period a year
ago.

Provision for Loan Losses and Letters of Credit Valuation Provision

The provision for loan losses for the three months ended June 30, 2003 was a
credit of $18,000 compared to zero for the three months ended June 30, 2002.
Additional loan loss provisions were made during the current quarter based on
loan growth, delinquency and charge-off trends. However, these provisions were
offset by the reduction of consumer loan allowances as a result of consumer loan
sales completed during the quarter, and the payoffs of two large multifamily
loans during the second quarter. During the quarter, a $170,000 credit to the
letter of credit valuation provision was recorded along with a corresponding
entry to the provision for loan losses in which net income was not impacted by
the transaction.

Non-interest income

Non-interest income for the three months ended June 30, 2003 was $1.1 million
compared to $820,000 for the same period in 2002, an increase of $286,000.

Net gains on loan sales decreased $45,000 from the prior year's quarter
primarily due to a decrease in volume of automobile loans sold. A $73,000 gain
on the sale of available for sale investments was recognized for the quarter
ended June 30, 2002 compared to none for the same period in 2003. The sale of
two foreclosed properties contributed $305,000 during the quarter compared to
none in 2002. Income of $54,000 was recognized on the retained interests in
securitized assets. Increased mortgage loan volume resulted in a $54,000
increase in underwriting and document fees over the prior year. An increase in
early payoffs on automobile loans due to the historically low interest rate
environment resulted in the repayment of $79,000 in interest previously paid by
United to automobile dealerships compared to $7,000 for the same period in 2002.
Included in other income for 2002 was a $140,000 gain in connection with
Fidelity liquidating a $500,000 senior note for $360,000.

Non-interest expense

Non-interest expense decreased $96,000 to $1.7 million for the quarter ended
June 30, 2003 compared to $1.8 million for the same period in 2002.

Salaries and employee benefits decreased $22,000 from the second quarter of
2002. Equipment expense increased $16,000 over the prior due to increased
maintenance and depreciation expense. Data processing expense increased $30,000
over the prior year due to increased volume of mortgage and consumer loans
serviced when compared to the same period in 2002. Professional liability
insurance expense increased $28,000 over the prior year due to market rate
increases during the year. Bond issuance expense increased $47,000 over 2002 in
connection with $2.3 million retirement in subordinated notes during the quarter
and the deferred costs associated

                                       14
<PAGE>

with the retired debt. A $170,000 credit to the valuation provision was recorded
compared to none in 2002 as noted above in the provision discussion.

Comparison of Operating Results For the Six Months Ended June 30, 2003, and 2002

General. Net Income for the six months ended June 30, 2003, was $158,000 or
21.5% above the $130,000 for the six months ended June 30, 2002. This change was
primarily attributable to increases in non-interest income and a reduction in
non-interest expense and provision for loan losses.

Net Interest Income

The following table summarizes Fidelity's average interest-earning assets and
average interest-bearing liabilities with the accompanying average rates for the
first six months of 2003 and 2002:

<TABLE>
<CAPTION>
                                               Six months ended            Average yield for
                                                   June 30,                six months ended
                                            (dollars in thousands)             June 30,
                                         ----------------------------     --------------------
                                            2003              2002         2003          2002
                                         ----------         ---------     ------        ------
<S>                                      <C>                <C>            <C>           <C>
Interest-earning assets                  $  120,212         $ 142,546      5.37%         6.97%
Interest-bearing liabilities                120,756           143,339      3.57          4.55
                                         ----------         ---------      ----          ----
   Net interest bearing liabilities      $     (544)        $    (793)
                                         ==========         =========

   Net interest spread                                                     1.80%         2.42%
                                                                           ====          ====

   Net interest margin                                                     1.78%         2.40%
                                                                           ====          ====
</TABLE>

Net interest income for the first six months of 2003 was $1,060,000 compared to
$1,851,000 earned during the first six months of 2002. Total interest income
decreased $1,884,000 to $3.2 million for the six months ended June 30, 2003 from
$5.1 million for the same period in 2002. During the first half of 2002, an
additional $156,000 in interest income was recognized on previously charged off
loans compared to none in 2003. The remaining decrease in interest income was
primarily attributable to a decrease in average consumer loans of $26.0 million
resulting from the completion of the securitization transaction in the third
quarter of 2002. The decrease in average balances in combination with partially
replacing these assets at lower yields resulted in a decrease in consumer loan
interest income of $1.2 million. Average mortgage loans decreased $5.8 million
due to the refinancing activity of the low interest rate environment over the
past year. The majority of refinanced loans have been sold in the secondary
market resulting in a decrease in mortgage loan outstandings and interest income
of $414,000 when compared to the prior year. Interest expense decreased $1.1
million due to a combination of a decrease of $250,000 and $390,000 due to a
decrease primarily in certificate of deposits volume and rate, respectively. The
remaining decrease is associated with the decrease in volume and rate of FHLB
advances and other borrowing totaling $453,000.

The following table sets forth the details of the rate and volume change for the
first six months of 2003 compared to the same period in 2002.

<TABLE>
<CAPTION>
                                                   Six Months Ended June 30,
                                                          2003 vs 2002
                                                       Increase (Decrease)
                                                        Due to change in
                                           ----------------------------------------
                                            Volume           Rate            Total
                                           --------         ------          -------
<S>                                         <C>             <C>             <C>
Interest Income:
  Loans and mortgage-backed securities      $ (884)         $ (793)         $(1,677)
  Other interest-earning assets                (27)            (24)             (51)
                                            ------          ------          -------
    Total interest-earning assets             (911)           (817)          (1,728)

Interest Expense:
  Deposits                                    (250)           (390)           (640)
  FHLB advances and other borrowings          (353)           (100)           (453)
                                            ------          ------          ------
  Total interest-bearing liabilities          (603)           (490)         (1,093)
                                            ------          ------          ------
  Change in net interest income             $ (308)         $ (327)         $ (635)
                                            ======          ======          ======
</TABLE>

                                       15
<PAGE>

Provision for Loan Losses and Letters of Credit Valuation Provision

The provision for loan losses for the six months ended June 30, 2003 was a
credit of $122,000 compared to zero for the six months ended June 30, 2002.
Additional loan loss provisions were made during the current quarter based on
loan growth, delinquency and charge-off trends. However, these provisions were
offset by the reduction of consumer loan allowances as a result of consumer loan
sales completed during the quarter, and the payoffs of two large multifamily
loans during the second quarter.

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. Specific reserves are
assigned to certain credits. The reserves are determined by management's
evaluation of those credits, which include evaluations of borrower's ability to
repay outstanding debt, as well as the value of supporting collateral. The
results of internal loan reviews, previous regulatory reviews, and past 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 and consumer 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 six months ended June 30, 2003 was $2.3 million
compared to $1.8 million for the same period in 2002, an increase of $575,000 or
31.9%.

Net gains on loan sales decreased $123,000 from the prior year's quarter due to
a decrease in volume of automobile loans sold. A $320,000 gain on the sale of
available for sale investments was recognized in the first half of 2002 compared
to $73,000 in 2002 for the same time period. Increased prepayment speeds,
remaining premiums and pricing made it advantageous to sell the securities as
opposed to holding them during 2003. Although the entire investment portfolio is
available for sale, Fidelity believes the sale of investment securities are
considered non-recurring in nature. As previously discussed the sale of two
foreclosed properties contributed to the $317,000 gain on disposals compared to
none in 2002. A $72,000 gain on the sale of an interest rate swap was recognized
in 2002 compared to zero in 2003. Income of $114,000 was recognized on the
retained interests in securitized assets. An increase in early payoffs on
automobile loans due to the historically low interest rate environment resulted
in the repayment of $162,000 in interest previously paid by United to automobile
dealerships compared to $12,000 for the same period in 2002. Included in other
income were non-recurring items which Fidelity received during the first half of
2003 totaling approximately $125,000 from Fidelity's active participation in
affordable housing activities, which ended late last year. Also, included in
other income for 2002 was a $140,000 gain resulting from the liquidation of a
$500,000 senior note at a discount compared to none in 2003.

Non-interest expense

Non-interest expense decreased $220,000 to $3.4 million for the six months ended
June 30, 2003 compared to $3.6 million for the same period in 2002.

Salaries and employee benefits decreased $79,000 from the first six months of
2002. Data processing expense increased $50,000 over the prior year due to
increased volume of mortgage and consumer loans serviced when compared to the
same period in 2002. Equipment expense increased $29,000 over the prior year due
to increased maintenance expense. Printing, postage and office supplies
decreased $21,000 from the prior year due to various improvements made in the
purchasing and printing process. Professional liability insurance expense
increased $49,000 over the prior year due to market rate increases during the
year. Bond issuance expense increased $48,000 over the prior year in connection
with the retirement of $2.3 million in subordinated notes and the deferred cost
associated with the retired debt. Intangible asset amortization was $52,000 for
the first six months of 2002 compared to zero in 2003 due to the change in the
estimated lives of these assets in the third quarter of 2002.

Income tax benefit

The income tax benefit was $21,000 for the three months ending June 30, 2003
compared to a $98,000 benefit in the same period last year. Included in this
benefit are tax credits of $55,000. The income tax benefit was $71,000

                                       16
<PAGE>

for the six months ending June 30, 2003 compared to $169,000 in the same period
last year. Included in this benefit are tax credits of $111,000. These credits
are received from Fidelity's remaining investments in limited partnership
interests in affordable housing properties and are a component of the overall
return on these investments.

Consideration of the need for a valuation allowance for the deferred tax asset
was made at June 30, 2003 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 Fidelity's business plan
and cost reductions. These analyses showed that not all carryforwards would be
utilized within the carryforward periods (federal and state) and a valuation
allowance would be necessary. The analyses assume that Fidelity will execute
approximately 50% of the initiatives included within its current business plan
and then achieve 10% growth in annual earnings thereafter. The conservative
level of earnings contemplated by these analyses, if achieved, will constitute
for the majority of the carryforward periods, earnings levels that are below
other thrift holding companies included within Fidelity's peer group. Due to
capital gains generated as a result of the sale of two Company subsidiaries, and
a level of projected profitability for 2002 being less than originally
anticipated, Fidelity established a valuation allowance of $500,000 at December
31, 2002. Fidelity considers the current valuation allowance adequate at June
30, 2003 based upon the results of the above analysis and assumptions, but
cannot assure that future income will be enough to support the current level of
deferred taxes.

The assumptions used to help 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.
These risks include the failure to implement the business plan targets for
increased revenues, cost reductions, the potential loss of key employees,
ability to maintain projected interest rate margins, and the potential
disruption of activities in key income-producing areas.


Critical Accounting Policies


Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses
charged to earnings as losses are estimated to have occurred. Loan losses are
charged against the allowance when management believes the uncollectibility of a
loan balance is confirmed. Subsequent recoveries, if any, are credited to the
allowance.

The allowance for loan losses is evaluated on a regular basis by management and
is based upon management's periodic review of the collectibility of the loans in
light of historical experience, the nature and volume of the loan portfolio,
adverse situations that may affect the borrower's ability to repay, estimated
value of any underlying collateral and prevailing economic conditions. This
evaluation is inherently subjective as it requires estimates that are
susceptible to significant revision as more information becomes available.

A loan is considered impaired when, based on current information and events, it
is probable that Fidelity or any of its wholly owned subsidiaries will be unable
to collect the scheduled payments of principal or interest when due according to
the contractual terms of the loan agreement. Factors considered by management in
determining impairment include payment status, collateral value and the
probability of collecting scheduled principal and interest payments when due.
Loans that experience insignificant payment delays and payment shortfalls
generally are not classified as impaired. Management determines the significance
of payment delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the borrower,
including the length of the delay, the reasons for the delay, the borrower's
prior payment record and the amount of the shortfall in relation to the
principal and interest owed. Impairment is measured on a loan-by-loan basis for
commercial and construction loans by either the present value of expected future
cash flows discounted at the loan's effective interest rate, the loan's
obtainable market price or the fair value of the collateral if the loan is
collateral dependent.

Large groups of smaller balance homogenous loans are collectively evaluated for
impairment. Accordingly, United does not separately identify individual consumer
and residential loans for impairment disclosures.

Recently Issued Accounting Guidance

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with characteristics of Both Liabilities and Equity." This Statement
establishes standards for how an entity classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. Adoption of this Standard did not have a
material effect on Fidelity's Condensed Consolidated Financial Statements.

                                       17
<PAGE>

In November 2002, the FASB issued Interpretation No. 45, (FIN 45), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," which elaborates on the disclosures to be
made by a guarantor about its obligations under certain guarantees issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and measurement provisions of
this Interpretation apply on a prospective basis to guarantees issued or
modified after December 31, 2002. The disclosure requirements in this
Interpretation are effective for periods ending after December 15, 2002.
Adoption of the requirements of FIN 45 did not have a material effect on
Fidelity's Consolidated Financial Statements.

In January 2003, the FASB issued Interpretation No. 46 (FIN 46), "Consolidation
of Variable Interest Entities." This Interpretation clarifies that application
of ARB No. 51, "Consolidate Financial Statements," for certain entities in which
equity investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated support from other parties. This
interpretation requires variable interest entities to be consolidated by the
primary beneficiary which represents the enterprise that will absorb the
majority of the variable interest entities' expected losses if they occur,
receive a majority of the variable interest entities' residual returns if they
occur, or both. Qualifying Special Purpose Entities (QSPE) are exempt from the
consolidation requirements of FIN 46. This Interpretation was effective for
variable interest entities created after January 31, 2003 and for variable
interest entities in which an enterprise obtains an interest after that date.
This Interpretation is effective in the first fiscal year or interim period
beginning after June 15, 2003 for variable interest entities in which an
enterprise holds a variable interest that was acquired before February 1, 2003,
with earlier adoption permitted. Fidelity is evaluating the impact of FIN 46 and
does not expect to have a material effect on Fidelity's Consolidated Financial
Statements.

Item 3 - 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.

The data for June 30, 2003 is not required to be filed with the OTS until 45
days after quarter end, which coincides with the 10-Q filing. Management
monitors its interest rate sensitivity during the quarter and will request the
OTS to run scenarios on the NPV model to determine the change in interest rate
sensitivity for management in an effort to assist management with its decision
making regarding the maturities and pricing of its products.

Although United has not yet submitted its CMR to the OTS for June 30, 2003,
management anticipates there has been no material change from the information
disclosed in Fidelity's annual report to shareholders at December 31, 2002.

Item 4 - Controls and Procedures

a.   Evaluation of Disclosure Controls and Procedures. Fidelity's principal
     executive officer and principal financial officer have concluded that
     Fidelity's disclosure controls and procedures (as defined in Rule 13a-14(c)
     under the Securities Exchange Act of 1934, as amended), based on their
     evaluation of these controls and procedures by the end of the period
     covered by this Form 10-Q, are effective.

                                       18
<PAGE>

b.   Changes in Internal Controls. There have been no significant changes in
     Fidelity's internal controls or in other factors that could significantly
     affect these controls subsequent to the date of the evaluation thereof,
     including any corrective actions with regard to significant deficiencies
     and material weaknesses.

c.   Limitations on the Effectiveness of Controls. Fidelity's management,
     including its principal executive officer and principal financial officer,
     does not expect that Fidelity's disclosure controls and procedures and
     other internal controls will prevent all error and all fraud. A control
     system, no matter how well conceived and operated, can provide only
     reasonable, not absolute, assurance that the objectives of the control
     system are met. Further, the design of a control system must reflect the
     fact that there are resource constraints, and the benefits of controls must
     be considered relative to their costs. Because of the inherent limitations
     in all control systems, no evaluation of controls can provide absolute
     assurance that all control issues and instances of fraud, if any, within
     the company have been detected. These inherent limitations include the
     realities that judgments in decision-making can be faulty, and that
     breakdowns can occur because of simple error or mistake. Additionally,
     controls can be circumvented by the individual acts of some persons, by
     collusion of two or more people, or by management override of the control.

     The design of any system of controls also is based in part upon certain
     assumptions about the likelihood of future events, and there can only be
     reasonable assurance that any design will succeed in achieving its stated
     goals under all potential future conditions; over time, control may become
     inadequate because of changes in conditions, or the degree of compliance
     with the policies or procedures may deteriorate. Because of the inherent
     limitations in a cost-effective control system, misstatements due to error
     or fraud may occur and not be detected.

d.   CEO and CFO Certifications. Exhibits 31.1 and 31.2 contain the
     Certifications of Fidelity's principal executive officer and principal
     financial officer. The Certifications are required in accord with Section
     302 of the Sarbanes-Oxley Act of 2002 (the "Section 302 Certifications").
     This Item of this report which you are currently reading is the information
     concerning the Evaluation referred to in the Section 302 Certifications and
     this information should be read in conjunction with the Section 302
     Certifications for a more complete understanding of the topics presented.


                                       19
<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 and Use of Proceeds:
        ------------------------------------------
             On April 1, 2003, Fidelity issued an aggregate of 2,777,777 shares
             of common stock at the exercise price of $1.44 per share, or
             approximately $4,000,000 in aggregate, to Pedcor Holdings, LLC and
             Pedcor Bancorp as a result of their exercise of a stock option.
             Fidelity had reasonable grounds to believe that the investors were
             accredited investors, capable of evaluating merits and risks of
             this investment, and who acquired the shares for investment
             purposes. The transactions were private in nature, and the shares
             were issued in reliance upon Section 4(2) of the Securities Act of
             1933, as amended. Bruce A. Cordingley, Gerald K. Pedigo and Phillip
             J. Stoffregen, directors of Fidelity, are executive officers of
             Pedcor Holdings, LLC and Pedcor Bancorp.

ITEM 3  Defaults Upon Senior Securities:
        --------------------------------
             Not applicable.

ITEM 4  Submission of Matters to a Vote of Security Holders:
        ----------------------------------------------------

             At the annual meeting of shareholders held on April 24, 2003, in
             addition to the election of directors, the shareholders voted upon
             the one board proposal contained in Fidelity Federal Bancorp's
             Proxy Statement dated March 24, 2003.

             The Board nominees were elected as directors with the following
             vote:

                             Nominee                 For          Withheld
                        William R. Baugh          5,122,751        942,574
                        Paul E. Becker            5,128,095        937,230
                        Bruce A. Cordingley       5,126,341        938,984
                        Jack Cunningham           5,125,474        939,851
                        Donald R. Neel            5,127,908        937,417
                        Gerald K. Pedigo          5,127,058        938,267
                        Barry A. Schnakenburg     5,128,095        937,230
                        Phillip J. Stoffregen     5,126,895        938,430


                                       20
<PAGE>

           The Board proposal was approved with the following vote:
<TABLE>
<CAPTION>
                                                                                     Abstentions
                                                                                     (Other Than
                                                                                        Broker       Broker
                          Proposal                               For      Against     Non-Votes)    Non-Votes
<S>                                                           <C>         <C>           <C>          <C>
     Board proposal to ratify the appointment of
     BKD LLP as the Company's independent auditors            5,787,571   272,057       5,697        775,558
</TABLE>

ITEM 5  Other Information:
        ------------------

            None

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

   Exhibit Number  Description
   --------------  -----------

a.    3(i) (a)      Articles of Incorporation of Fidelity, filed as exhibit
                    3(a) to Fidelity's 1995 Annual Report on Form 10-K, are
                    incorporated herein by reference

      3(i) (b)      Articles of Amendment of the Articles of Incorporation,
                    filed as exhibit 4.1 with Fidelity's Registration Statement
                    on Form S-3 (file no. 333-53668), are incorporated by
                    reference

      3(ii)         By-Laws of Fidelity, filed as exhibit 4.2 with Fidelity's
                    Registration Statement on Form S-3 (file no. 333-53668), are
                    incorporated by reference

     10    (a)      The 1993 Director's Stock Option Plan, filed as exhibit
                    10(d) to Fidelity's 1995 Annual Report on Form 10-K, is
                    incorporated herein by reference.
           (b)      The 1995 Key Employee's Stock Option Plan, filed as exhibit
                    10(c) to Fidelity's 1996 Annual Report on Form 10-K, is
                    incorporated herein by reference.
           (c)      Employment agreement between Fidelity and Donald R. Neel,
                    filed as exhibit 10(d) to Fidelity's 2000 Annual Report on
                    Form 10-K, is incorporated herein by reference

     31.1           Certification of CEO required pursuant to 15d-14(a) of the
                    Securities Exchange Act of 1934

     31.2           Certification of CFO required pursuant to 15d-14(a) of the
                    Securities Exchange Act of 1934

     32.1           Certification of Chief Executive Officer required pursuant
                    to Section 906 of the Sarbanes-Oxley Act of 2002

     32.2           Certification of Chief Financial Officer required pursuant
                    to Section 906 of the Sarbanes-Oxley Act of 2002


                                       21
<PAGE>



   b.               A form 8-K was filed on July 27, 2003 announcing that on
                    July 18, 2003, Fidelity issued a press release in connection
                    with Fidelity's second quarter 2003 earnings release.

                    A form 8-K was filed on April 23, 2003 announcing that on
                    April 22, 2003, Fidelity issued a press release in
                    connection with Fidelity's first quarter 2003 earnings
                    release.

                    A form 8-K was filed on April 7, 2003 announcing that on
                    April 4, 2003, Fidelity issued a press release reporting
                    that it had issued 2,777,777 shares of common stock for $4.0
                    million in cash through the exercise of an option held by
                    Pedcor Holdings and affiliates.





                                       22
<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: August 14, 2003                         By: /s/ DONALD R. NEEL
---------------------                             ---------------------------
                                                  Donald R. Neel
                                                  President and CEO



                                              By: /s/ MARK A. ISAAC
                                                  ---------------------------
                                                  Mark A. Isaac
                                                  Vice President and CFO
                                                  (Principal Financial Officer)







                                       23
<PAGE>

                                Index to Exhibits


Page  Exhibit Number         Exhibit
-------------------------------------------------------------------------------

     a. 3(i) (a)    Articles of Incorporation of Fidelity, filed as exhibit
                    3(a) to Fidelity's 1995 Annual Report on Form 10-K, are
                    incorporated herein by reference

      3(i) (b)      Articles of Amendment of the Articles of Incorporation,
                    filed as exhibit 4.1 with Fidelity's Registration Statement
                    on Form S-3 (file no. 333-53668), are incorporated by
                    reference

      3(ii)         By-Laws of Fidelity, filed as exhibit 4.2 with Fidelity's
                    Registration Statement on Form S-3 (file no. 333-53668), are
                    incorporated by reference

     10    (a)      The 1993 Director's Stock Option Plan, filed as exhibit
                    10(d) to Fidelity's 1995 Annual Report on Form 10-K, is
                    incorporated herein by reference.
           (b)      The 1995 Key Employee's Stock Option Plan, filed as exhibit
                    10(c) to Fidelity's 1996 Annual Report on Form 10-K, is
                    incorporated herein by reference.
           (c)      Employment agreement between Fidelity and Donald R. Neel,
                    filed as exhibit 10(d) to Fidelity's 2000 Annual Report on
                    Form 10-K, is incorporated herein by reference

     31.1           Certification of CEO required pursuant to 15d-14(a) of the
                    Securities Exchange Act of 1934

     31.2           Certification of CFO required pursuant to 15d-14(a) of the
                    Securities Exchange Act of 1934

     32.1           Certification of Chief Executive Officer required pursuant
                    to Section 906 of the Sarbanes-Oxley Act of 2002

     32.2           Certification of Chief Financial Officer required pursuant
                    to Section 906 of the Sarbanes-Oxley Act of 2002


                                       24