UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PUSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
     ACT OF 1934

     For the quarterly period ended December 31, 2003
                                    -----------------

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ____________________ to ____________________

                         Commission file number 0-22288
                                                -------

                             Fidelity Bancorp, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                     25-1705405
-------------------------------              ----------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization

               1009 Perry Highway, Pittsburgh, Pennsylvania, 15237
               ---------------------------------------------------
                    (Address of principal executive offices)

                                  412-367-3300
              -----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Indicate  by check  mark  whether  the  issuer:  (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  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---     ---

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes      No  X
                                                ---     ---


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:  2,441,308 shares, par value
                                                     ---------------------------
$0.01, at January 31, 2004
--------------------------
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      INDEX

Part I - Financial Information                                              Page
------------------------------                                              ----

Item 1.   Financial Statements (Unaudited)

          Consolidated Statements of Financial Condition as                   1
             of December 31, 2003 and September 30, 2003

          Consolidated Statements of Income for the Three Months Ended        2
             December 31, 2003 and 2002

          Consolidated Statements of Cash Flows for the Three               3-4
             Months Ended December 31, 2003 and 2002

          Consolidated  Statements  of Changes in  Stockholders'              5
             Equity for the Three Months Ended  December 31,
             2003 and 2002

          Notes to Consolidated Financial Statements                          6

Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                        13

Item 3.   Quantitative and Qualitative Disclosures About Market Risk         22

Item 4.   Controls and Procedures                                            23


Part II - Other Information

Item l.   Legal Proceedings                                                  23

Item 2.   Changes in Securities and Use of Proceeds                          23

Item 3.   Defaults Upon Senior Securities                                    23

Item 4.   Submission of Matters to a Vote of Security Holders                23

Item 5.   Other Information                                                  23

Item 6.   Exhibits and Reports on Form 8-K                                24-25

Signatures                                                                   26


<PAGE>

Part I - Financial Information
Item 1.  Financial Statements
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
                        (in thousands except share data)
<TABLE>
<CAPTION>
                                                           December 31,  September 30,
        Assets                                                2003           2003
        ------                                                ----           ----
<S>                                                        <C>            <C>
Cash and due from banks                                    $   8,927     $   7,662
Interest-bearing demand deposits with other institutions       2,442           330
                                                           ---------     ---------
    Cash and Cash Equivalents                                 11,369         7,992

Securities available-for-sale                                191,500       192,429
  (book value of  $188,595 and $189,382)
Securities held-to-maturity                                  121,961       119,962
  (fair value of $123,159 and $121,652)
Loans held for sale                                               70           286
Loans receivable, net of allowance $3,114 and $3,091         270,678       264,412
Foreclosed real estate, net                                      672           675
Restricted investments in bank stock, at cost                 10,569        10,447
Office premises and equipment, net                             5,654         5,834
Accrued interest receivable                                    3,395         3,408
Other assets                                                  11,425        12,023
                                                           ---------    ---------
       Total Assets                                        $ 627,293    $ 617,468
                                                           =========    =========
         Liabilities and Stockholders' Equity
         ------------------------------------
Liabilities:
   Deposits:
      Non-interest bearing                                 $  28,083    $  27,406
      Interest bearing                                       339,055      338,720
                                                           ---------    ---------
          Total Deposits                                     367,138      366,126

   Short-term borrowings                                      56,383       38,101
   Guaranteed preferred beneficial interest in
       Company's debentures                                   10,000       10,000
   Securities sold under agreement to repurchase               5,035        5,943
   Advance payments by borrowers for taxes and insurance       2,382        1,179
   Other liabilities                                           3,042        3,216
   Long-term debt                                            142,608      152,708
                                                           ---------    ---------
       Total Liabilities                                     586,588      577,273
                                                           ---------    ---------

Stockholders' equity:
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,821,600
      and 2,805,291 shares issued, respectively                   28           28
   Paid-in capital                                            29,126       28,960
   Retained earnings                                          16,949       16,388
   Accumulated other comprehensive income, net of tax          1,917        2,011
   Treasury stock, at cost - 386,492 and 381,492
     shares                                                   (7,315)      (7,192)
                                                           ---------    ---------
       Total Stockholders' Equity                             40,705       40,195
                                                           ---------    ---------
       Total Liabilities and Stockholders' Equity          $ 627,293    $ 617,468
                                                           =========    =========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       -1-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                  ---------------------------------------------
                      (in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                            December 31,
                                                                            ------------
                                                                          2003         2002
                                                                          ----         ----
<S>                                                                      <C>          <C>
Interest income:
   Loans                                                                 $4,331       $5,755
   Mortgage-backed securities                                               926        1,373
   Investment securities - taxable
                                                                          1,320        1,042
   Investment securities - tax-exempt                                       603          632
   Other                                                                      1           49
                                                                         ------       ------
      Total interest income                                               7,181        8,851
                                                                         ------       ------
Interest expense:
   Deposits                                                               2,041        2,428
   Short-term borrowings                                                    158           27
   Long-term debt                                                         1,820        2,682
   Guaranteed preferred beneficial interest in
     Company's debentures                                                   119          830
                                                                         ------       ------
      Total interest expense                                              4,138        5,967
                                                                         ------       ------
Net interest income before provision for loan losses                      3,043        2,884

Provision for loan losses                                                    50          330
                                                                         ------       ------
Net interest income after provision for loan losses                       2,993        2,554
                                                                         ------       ------
Other income:
   Loan service charges and fees
                                                                             97          132
   Realized gain on sales of investment securities, net                      89          227
   Writedown of securities                                                   --           --
   Gain on sales of loans
                                                                             17          107
   Deposit service charges and fees                                         355          322
   Other                                                                    308          263
                                                                         ------       ------
      Total other income                                                    866        1,051
                                                                         ------       ------

Operating expenses:
   Compensation and benefits                                              1,765        1,662
   Office occupancy and equipment expense                                   233          191
   Depreciation and amortization                                            197          169
   Net loss on foreclosed real estate                                         2            8
   Amortization of intangible assets                                         14            8
   Other                                                                    576          574
                                                                         ------       ------
      Total operating expenses                                            2,787        2,612
                                                                         ------       ------

Income before income tax provision                                        1,072          993
Income tax provision                                                        220          218
                                                                         ------       ------
Net income                                                               $  852       $  775
                                                                         ======       ======
Basic earnings per common share                                          $  .35       $  .30
                                                                         ======       ======
Diluted earnings per common share                                        $  .33       $  .29
                                                                         ======       ======
Dividends per common share                                               $  .12       $ .109
                                                                         ======       ======
</TABLE>

See accompanying notes to unaudited consolidated financial statements

                                       -2-
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                     Three Ended December 31,
                                                                                        2003        2002
                                                                                        ----        ----
<S>                                                                                  <C>         <C>
Operating Activities:
--------------------
     Net income                                                                      $    852    $    775
     Adjustments to reconcile net income to net cash provided by
     operating activities:
         Provision for loan losses                                                         50         330
         Loss on foreclosed real estate                                                     2           8
         Depreciation of premises and equipment                                           197         169
         Deferred loan fee amortization                                                   (55)       (198)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                         533         227
         Amortization of intangibles                                                       14           8
         Net gain on sale of securities                                                  (113)       (227)
         Net gain on sale of loans                                                        (17)       (107)
         Origination of loans held-for-sale                                              (190)     (5,564)
         Proceeds from sale of loans held-for-sale                                        423       6,383
         Decrease in interest receivable                                                   13         374
         Increase in prepaid income taxes                                                  24         409
         Decrease in interest payable                                                    (226)       (446)
         Write-off of unamortized debt issuance costs                                      --         599
         Writedown of investment securities                                                30          --
         Increase in cash surrender value of life insurance policies                      (49)        (52)
         Other changes, net                                                               709         915
                                                                                     --------    --------
        Net cash provided by (used in) operating activities                             2,197       3,603
                                                                                     --------    --------

Investing Activities:
--------------------
     Proceeds from sales of investment securities available-for-sale                    1,455       2,731
     Proceeds from maturities and principal repayments of
        investment securities available-for-sale                                        1,005          --
     Purchases of investment securities available-for-sale                             (6,905)     (2,027)
     Proceeds from sales of mortgage-backed securities available-for-sale                 173          --
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                           12,246      18,008
     Purchases of mortgage-backed securities available-for-sale                        (7,437)    (27,302)
     Purchases of investment securities held-to-maturity                               (7,000)     (9,565)
     Proceeds from maturities and principal repayments of
        investment securities held-to-maturity                                          1,250       6,795
     Purchases of mortgage-backed securities held-to-maturity                          (3,023)    (18,357)
     Recission of purchase of mortgage-backed securities held-to-maturity (Note 5)         --          --
     Proceeds from principal repayments of mortgage-backed
       securities held-to-maturity                                                      6,604      10,412
     Net (increase) decrease in loans                                                  (6,290)     14,582
     Proceeds from sale of other loans                                                     --          51
     Net purchases of FHLB stock                                                         (122)        (41)
     Proceeds from sale of office premises and equipment                                   30          --
     Additions to office premises and equipment                                           (47)        (35)
  Net cash received in acquisition of First Pennsylvania Savings                           --       7,154
                                                                                     --------    --------
  Net cash provided by (used in) investing activities                                  (8,061)      2,406
                                                                                     --------    --------
</TABLE>

Continued on page 4.

                                       -3-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONT'D.)
           -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                               Three Months Ended December 31,
                                                                                 2003               2002
                                                                                 ----               ----
<S>                                                                               <C>              <C>
Financing Activities:
--------------------
Net increase (decrease) in deposits                                               1,012            (1,156)
Decrease in reverse repurchase agreements                                          (908)             (545)
Net increase (decrease) in short-term borrowings                                 18,282            10,806
Gross increase in long-term borrowings                                               --                52
Repayments of long-term borrowings                                              (10,100)          (15,000)
Trust preferred securities retired                                                   --           (10,250)
Proceeds from sale of stock in conjunction with the First PA merger                  --             1,570
Increase in advance payments by borrowers for taxes and insurance                 1,203             1,861
Cash dividends paid and cash paid in lieu of fractional shares                     (291)             (280)
Stock options exercised                                                             140               134
Proceeds from sale of stock through Dividend Reinvestment Plan                       32                23
Contribution of stock to Employee Stock Ownership Plan                              117                --
Purchase of treasury stock                                                         (246)               --
                                                                               --------          --------
Net cash provided by (used in) financing activities                               9,241           (12,785)
                                                                               --------          --------
Increase (decrease) in cash and cash equivalents                                  3,377            (6,776)

Cash and cash equivalents at beginning of period                                  7,992            23,834
                                                                               --------          --------
Cash and cash equivalents at end of period                                     $ 11,369          $ 17,058
                                                                               ========          ========

Supplemental Disclosure of Cash Flow Information
------------------------------------------------

Cash paid during the period for:
  Interest on deposits and other borrowings                                    $  4,356          $  6,350
  Income taxes                                                                 $     --          $      4
                                                                               --------          --------


Supplemental Schedule of Noncash Investing and Financing Activities
-------------------------------------------------------------------

Transfer of loans to foreclosed real estate                                    $     29          $     --
                                                                               --------          --------

Securities purchased, but not settled                                          $     --          $     --
                                                                               --------          --------

The Company acquired First Pennsylvania Savings Association
  for $161,000.  In conjunction  with the acquisition,
  the assets acquired and liabilities  assumed as follows:
  Fair value of assets acquired                                                $     --          $ 26,767
  Fair value of liabilities assumed                                            $     --          $(26,928)
                                                                               --------          --------

  Liabilities assumed in excess of assets acquired                             $     --          $   (161)
                                                                               --------          --------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       -4-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                           Accumulated
                                                                                              Other
                                                   Additional                              Comprehensive
                                           Common    Paid-in      Treasury     Retained       Income
                                           Stock     Capital       Stock       Earnings     Net of Tax       Total
====================================================================================================================

<S>                                        <C>     <C>          <C>           <C>           <C>           <C>
Balance at September 30, 2002               $  25   $ 22,564     $ (2,358)     $ 19,176      $ 3,173       $ 42,580

Comprehensive income:
     Net income                                                                     775                         775
     Other comprehensive income,
        net of tax of ($166)                                                                    (322)          (322)
     Reclassification adjustment,
        net of tax of ($77)                                                                     (150)          (150)
                                            -----   --------     --------      --------      -------       --------
Total comprehensive income                     --         --           --           775         (472)           303

Issuance of stock in connection with
  acquisition of First Pennsylvania                      130        1,208                                     1,338

Cash divdiends declared                                                            (280)                       (280)

Sale of stock through Dividend
  Reinvestment Plan                                       23                                                     23

Stock options exercised                        --        134                                                    134
                                            -----   --------     --------      --------      -------       --------
Balance at December 31, 2002                $  25   $ 22,851     $ (1,150)     $ 19,671     $  2,701       $ 44,098
                                            =====   ========     ========      ========     ========       ========

Balance at September 30, 2003               $  25   $ 28,960     $ (7,192)     $ 16,388      $ 2,011       $ 40,195

Comprehensive income:
     Net income                                                                     852                         852
     Other comprehensive income,
        net of tax of ($18)                                                                      (35)           (35)
     Reclassification adjustment,
        net of tax of ($30)                                                                      (59)           (59)
                                            -----   --------     --------      --------      -------       --------
Total comprehensive income                     --         --           --           852          (94)           758

Cash divdiends declared                                                            (291)                       (291)
Treasury stock purchased -
  10,0000 shares                                                     (246)                                     (246)

Contributions of stock to ESOP
   (5,000 shares)                                         (6)         123                                       117

Sale of stock through Dividend
  Reinvestment Plan                                       32                                                     32

Stock options exercised                                  140           --                                       140
                                            -----   --------     --------      --------      -------       --------

Balance at December 31, 2003                $  28   $ 29,126     $ (7,315)     $ 16,949     $  1,917       $ 40,705
                                            =====   ========     ========      ========     ========       ========


</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       -5-
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
                                DECEMBER 31, 2003

(1) Consolidation
    -------------
The consolidated  financial  statements  contained herein for Fidelity  Bancorp,
Inc.  (the  "Company")  include the accounts of Fidelity  Bancorp,  Inc. and its
wholly-owned  subsidiaries,  Fidelity Bank, PaSB (the "Bank"),  FB Capital Trust
and  FB  Statutory   Capital  Trust  II   (collectively,   the  "Trusts").   All
inter-company balances and transactions have been eliminated.

(2) Basis of Presentation
    ---------------------
The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles.  However, all normal recurring adjustments, which, in the opinion of
management,  are necessary for a fair presentation of the financial  statements,
have been included.  These  financial  statements  should be read in conjunction
with  the  audited  financial  statements  and the  accompanying  notes  thereto
included in the Company's  Annual Report for the fiscal year ended September 30,
2003.  The results for the three month  period  ended  December 31, 2003 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending September 30, 2004 or any future interim period.

(3) New Accounting Standards
    ------------------------
In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and  Disclosure,  an amendment of FASB Statement No.
123".  This  Statement  amends  FASB  Statement  No. 123 to provide  alternative
methods of  transition  for  voluntary  change to the fair value based method of
accounting for stock-based employee compensation. This Statement also amends the
disclosure requirements of Statement 123 to require prominent disclosure on both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based  compensation and the effect of the method used on reported results.
The transition alternatives of SFAS 148 are available for fiscal years beginning
after  December  15,  2003 and,  if the fair  value  provisions  of SFAS 123 are
adopted,  the effect on the Company's financial  statements is contingent on the
transition provision elected.


                                       -6-
<PAGE>

At December 31, 2003, the Company had several stock-based  employee and director
compensation  plans, which are described in Note 13 in the Company's 2003 Annual
Report.  All options  granted under these plans have an exercise  price equal to
the  market  value of the  underlying  common  stock on the date of  grant.  The
Company applies APB Opinion No. 25,  "Accounting for Stock Issued to Employees,"
and  related  interpretations.  Accordingly,  no  compensation  expense has been
recognized for its stock option plans.  However,  as required to be disclosed by
SFAS No. 148, the following table illustrates the pro forma effect on income and
earnings  per share if the fair  value  based  method  had been  applied  to the
Company's stock option plans.
<TABLE>
<CAPTION>
                                                          For the three months
                                                           ended December 31,
                                                           2003        2002
                                                           ----        ----
<S>                                                      <C>        <C>
Net income, as reported                                  $   852    $   775
Add:  Stock-based compensation expense included in
  reported net income, net of tax                             --         --
Deduct: Compensation expense from stock options,
  determined under fair value based method, net of tax        (9)        (5)
                                                         -------    -------
Pro forma net income                                     $   843    $   770
                                                         =======    =======

Earnings per share:
  Basic - as reported                                    $   .35    $   .30
  Basic - pro forma                                      $   .35    $   .30
  Diluted - as reported                                  $   .33    $   .29
  Diluted - pro forma                                    $   .33    $   .29
</TABLE>

The   Black-Scholes   option  pricing  model  requires  the  use  of  subjective
assumptions  which can materially affect fair value estimates.  Therefore,  this
model does not  necessarily  provide a reliable single measure of the fair value
of the Company's stock options.

In  November  2002,  the  Financial   Accounting  Standards  Board  issued  FASB
interpretation  No.  45  (FIN  45),   "Guarantor's   Accounting  and  Disclosure
Requirements for Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others." This  Interpretation  expands the disclosures to be made by a guarantor
in its financial  statements about its obligations under certain  guarantees and
requires  the  guarantor  to  recognize  a  liability  for the fair  value of an
obligation assumed under certain specified guarantees. Under FIN 45, the Company
does not issue any  guarantees  that  would  require  liability  recognition  or
disclosure, other than its standby letters of credit. Adoption of FIN 45 did not
have a  significant  impact on the Company's  financial  condition or results of
operations.

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation  No.  46,   "Consolidation  of  Variable  Interest  Entities,  an
Interpretation  of ARB No.  51".  FIN 46 was  revised  in  December  2003.  This
interpretation  provides new guidance for the consolidation of variable interest
entities  (VIEs) and requires such entities to be  consolidated by their primary
beneficiaries  if the entities do not  effectively  disperse  risk among parties
involved.  The  interpretation  also adds disclosure  requirements for investors
that are involved with unconsolidated VIEs. The disclosure requirements apply to
all  financial  statements  issued after  December 31, 2003.  The  consolidation
requirements apply to companies that have interests in special-purpose  entities
for periods ending after December 15, 2003. Consolidation of other types of VIEs
is required in financial statements for periods ending after March 15, 2004.


                                       -7-
<PAGE>

In its current form, FIN 46 may require Fidelity Bancorp,  Inc. to deconsolidate
its  investment  in FB  Statutory  Trust II (the  Trust) on the March 15,  2004,
effective  date.  The potential  deconsolidation  of  subsidiary  trusts of bank
holding  companies  formed in  connection  with the issuance of trust  preferred
securities,  like the Trust, appears to be an unintended  consequence of FIN 46.
It is currently  unknown if, or when, the FASB will address this issue.  In July
2003, the Board of Governors of the Federal  Reserve System issued a supervisory
letter  instructing  bank  holding  companies  to  continue to include the trust
preferred  securities in their Tier 1 capital for  regulatory  capital  purposes
until notice is given to the contrary. The Federal Reserve intends to review the
regulatory implications of any accounting treatment changes and, if necessary or
warranted,  provide  further  appropriate  guidance.  If the outcome is that the
Trust is no longer included in consolidated  results, the Corporation will still
meet all regulatory capital requirements.


(4) Earnings Per Share
    ------------------
Basic  earnings  per share (EPS)  excludes  dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares  outstanding for the period.  Diluted EPS reflects the potential dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or  converted  into common stock or resulted in the issuance of common
stock that then shared in the  earnings of the  Company.  All  weighted  average
share and per share amounts reflect the 10% stock dividends paid on May 28, 2002
and May 28, 2003.  The following  table sets forth the  computation of basic and
diluted earnings per share (amounts in thousands, except per share data):
<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                       December 31,
                                                                    2003         2002
                                                                   ------        ------
Numerator:
<S>                                                                <C>           <C>
Net Income                                                         $  852        $  775
                                                                   ------        ------
  Numerator for basic and diluted
  earnings per share                                               $  852        $  775
                                                                   ------        ------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares                                   2,428         2,588
Effect of dilutive securities:
  Employee stock options                                              149            81
                                                                   ------        ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                                    2,577         2,669
                                                                   ------        ------
Basic earnings per share                                           $  .35        $  .30
                                                                   ------        ------
Diluted earnings per share                                         $  .33        $  .29
                                                                   ------        ------
</TABLE>

                                       -8-
<PAGE>

(5) Securities
    ----------
The Company accounts for investments in debt and equity securities in accordance
with SFAS No. 115, which requires that investments be classified as either:  (1)
Securities Held-to-Maturity - reported at amortized cost, (2) Trading Securities
- reported at fair value,  or (3)  Securities  Available-for-Sale  - reported at
fair value.  Unrealized  gains and losses on securities  available-for-sale  are
reported as  accumulated  other  comprehensive  income  (loss) in  stockholders'
equity.  Unrealized gains of $1.9 million, net of tax, on investments classified
as  available-for-sale  are recorded at December  31,  2003.  The Company had no
securities classified as trading as of December 31, 2003 and September 30, 2003.

(6) Loans Receivable
    ----------------

         Loans  receivable  are  comprised of the following  (dollar  amounts in
thousands):
<TABLE>
<CAPTION>
                                                                                     December 31,          September 30,
                                                                                         2003                  2003
                                                                                       --------              --------
        <S>                                                                            <C>                   <C>
        First mortgage loans:
                       Conventional:
                           1-4 family dwellings                                        $107,147              $107,122
                           Multi-family dwellings                                         6,116                 5,299
                       Commercial                                                        51,288                46,757
                       Construction:
                           Residential                                                   10,460                10,669
                           Commercial                                                     4,831                 4,539
                                                                                       --------              --------
                                                                                        179,842               174,386
                                                                                       --------              --------
        Less:
                       Loans in process                                                (10,916)               (9,499)
                       Unearned discounts and fees                                        (673)                 (691)
                                                                                       --------              --------
                                                                                        168,253               164,196
                                                                                       --------              --------
        Installment loans:
                       Home equity                                                       66,548                63,777
                       Consumer loans                                                       905                   980
                       Other                                                              2,552                 2,575
                                                                                       --------              --------
                                                                                         70,005                67,332
                                                                                       --------              --------
        Commercial business loans and leases:
                       Commercial business loans                                         33,623                33,776
                       Commercial leases                                                  1,911                 2,199
                                                                                       --------              --------
                                                                                         35,534                35,975
                                                                                       --------              --------

        Less:  Allowance for loan losses                                                (3,114)               (3,091)
                                                                                       --------              --------

                       Loans receivable, net                                           $270,678              $264,412
                                                                                       --------              --------
</TABLE>

                                       -9-
<PAGE>

(7) Allowance for Loan Losses
    -------------------------
Changes in the allowance for loan losses for the three months ended December 31,
2003 and the fiscal year ended September 30, 2003 are as follows (dollar amounts
in thousands):
<TABLE>
<CAPTION>
                                                             December 31,      September 30,
                                                               2003               2003
                                                               ----               ----
<S>                                                          <C>                <C>
Balance at beginning of period                               $ 3,091            $ 3,056
Allowance for loan losses of First Pennsylvania Savings           --                 40
Provision for loan losses                                         50                555
Charge-offs                                                      (44)              (624)
Recoveries                                                        17                 64
                                                             -------            --------
Balance at end of period                                     $ 3,114            $ 3,091
                                                             -------            -------
</TABLE>

The  provision  for loan losses  charged to expense is based upon past loan loss
experience and an evaluation of probable  losses in the current loan  portfolio,
including the  evaluation of impaired  loans under SFAS Nos. 114 and 118. A loan
is considered to be impaired when, based upon current information and events, it
is probable that the Bank will be unable to collect all amounts due according to
the contractual  terms of the loan. An insignificant  shortfall in payments does
not necessarily result in a loan being identified as impaired. For this purpose,
delays less than 90 days are considered to be insignificant.

Impairment  losses are included in the provision for loan losses.  SFAS Nos. 114
and 118 do not apply to large groups of smaller balance,  homogeneous loans that
are collectively  evaluated for impairment,  except for those loans restructured
under a troubled debt restructuring. Loans collectively evaluated for impairment
include  consumer loans and residential  real estate loans, and are not included
in the following data.

At December 31, 2003, the recorded investment in loans that are considered to be
impaired  under  SFAS No.  114 was $2.4  million  compared  to $1.3  million  at
December 31, 2002.  Included in the current amount is $704,000 of impaired loans
for which the related allowance for loan losses is $47,000,  and $1.7 million of
impaired loans that as a result of applying  impairment  tests  prescribed under
SFAS No. 114, do not have an  allowance  for loan losses.  The average  recorded
investment in impaired loans during the three months ended December 31, 2003 was
$2.2 million compared to $1.6 million for the same period in the prior year. For
the three months  ended  December 31,  2003,  the Company  recognized  $9,500 of
interest  income on impaired  loans using the cash basis of income  recognition.
The Company  recognized  no interest  income on impaired  loans during the three
month period ended December 31, 2002.

(8) Comprehensive Income
    ---------------------
Total comprehensive  income amounted to the following for the three months ended
December 31 (dollar amounts in thousands):
<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                           December 31,
                                                                     ----------------------
                                                                       2003           2002
                                                                     -------         ------
<S>                                                                   <C>             <C>
Net Income                                                            $  852          $ 775
Change in unrealized gains (losses) on investment
securities and mortgage-backed securities available for
sale, net of taxes                                                   $  (94)         $(472)
                                                                     -------         ------

Comprehensive income                                                  $  758          $ 303
                                                                      ======          =====
</TABLE>

                                      -10-
<PAGE>

(9) Acquisition
    -----------
On July 12, 2002, the Company and First Pennsylvania Savings Association ("First
Pennsylvania)  jointly  announced the signing of an Agreement and Plan of Merger
Conversion,  whereby it was agreed that First  Pennsylvania would merge with and
into the Bank.  On September  30, 2002,  the agreement was amended to require an
offering  of stock of the  Company  to certain  members  of First  Pennsylvania.
Pursuant  to  the  amended  agreement,   First   Pennsylvania   converted  to  a
Pennsylvania-chartered  stock savings institution and simultaneously merged with
and into the Bank on December  31, 2002 and the Bank  acquired all of the assets
and assumed  all of the  liabilities  of First  Pennsylvania  for no  additional
consideration.   Liabilities  assumed  exceeded  assets  acquired  by  $161,000.
Additionally,  in  connection  with the merger,  the Company sold  approximately
98,560  shares at $15.93  per share of its common  stock to  certain  members of
First  Pennsylvania  and  the  Company's  employee  stock  ownership  plan  in a
subscription  offering and to the Company's  stockholders and certain members of
the community in a stockholder and community offering.

The  acquisition  was accounted for under the purchase method of accounting and,
accordingly,  the results of operations of First Pennsylvania have been included
in the Company's  consolidated  financial statements from December 31, 2002. The
Company  acquired  loans  with a  fair  value  of  approximately  $6.8  million,
investment and  mortgage-backed  securities  with a fair value of $11.8 million,
deposits with a fair value of approximately  $12.3 million and Federal Home Loan
Bank  advances  with  a  fair  value  of  approximately  $13.9  million  in  the
transaction.  Goodwill and core deposit intangibles arising from the transaction
were approximately $161,000.

                                      -11-
<PAGE>

(10) Goodwill and Other Intangible Assets - Adoption of Statement 142
     ----------------------------------------------------------------
In July 2001, the Financial Accounting Standards Board issued Statement No. 141,
"Business  Combinations",  and Statement No. 142, "Goodwill and Other Intangible
Assets".  Statement No. 141 requires  that the purchase  method of accounting be
used for all business combinations  initiated after June 30, 2001 as well as all
purchase method business  combinations  completed after June 30, 2001. Statement
No. 141 also specifies  certain  criteria that  intangible  assets acquired in a
purchase  method  business  combination  must meet to be recognized and reported
apart from goodwill,  noting that any purchase  price  allocable to an assembled
workforce may not be accounted for  separately.  Statement No. 142 requires that
goodwill and intangible assets with indefinite useful lives no longer need to be
amortized,  but instead  tested for  impairment at least  annually in accordance
with the  provisions of Statement No. 142.  Statement No. 142 also requires that
intangible  assets with definite useful lives be amortized over their respective
estimated  useful  lives to their  estimated  residual  value,  and reviewed for
impairment in accordance  with SFAS No. 144,  "Accounting  for the Impairment or
Disposal of  Long-Lived  Assets." The Company  adopted  Statement  No. 142 as of
October 1, 2002 and, as a result,  no longer amortizes  goodwill,  but will test
goodwill for  impairment on an annual basis.  The Company  performed the initial
goodwill  impairment  test  during the  quarter  ended March 31, 2003 and it was
determined that no adjustments were required. The following table sets forth net
income and earnings per share for the three-month period ended December 31, 2003
and 2002 excluding the effects of goodwill amortization.
<TABLE>
<CAPTION>
                                                            Three months ended
                                                              December 31,
                                                           2003          2002
                                                         -----------------------

<S>                                                      <C>             <C>
Reported net income                                      $   852         $   775
Add back: Goodwill amortization                               --              --
                                                         -------         -------
Adjusted net income                                      $   852         $   775
                                                         -------         -------

Basic earnings per share:
         Reported net income                             $   .35         $   .30
         Goodwill amortization                                --         $    --
                                                         -------         -------
         Adjusted net income                             $   .35         $   .30
                                                         -------         -------

Diluted earnings per share:
         Reported net income                             $   .33         $   .29
         Goodwill amortization                                --         $    --
                                                         -------         -------
         Adjusted net income                             $   .33         $   .29
                                                         -------         -------
</TABLE>

(11)     Stockholders' Equity
         --------------------
Certain  reclassifications  have been made to the  components  of  stockholders'
equity as of September 30, 2002. The reclassifications  reflect the recording of
stock  dividends  at fair  market  value  instead  of par  value  as  previously
recorded.  The net  cumulative  effect of the  reclassification  was to increase
additional  paid-in capital and to decrease retained earnings by $7.1 million at
September 30, 2002.

                                      -12-
<PAGE>

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

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

The  Private  Securities  Litigation  Reform Act of 1995  contains  safe  harbor
provisions regarding forward-looking  statements.  When used in this discussion,
the words  "believes,"  "anticipates,"  "contemplates,"  "expects,"  and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties  which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest rates, risks associated with the effect of integrating newly
acquired  businesses,  the ability to control  costs and  expenses,  and general
economic conditions.

Fidelity  Bancorp,  Inc.'s  ("Fidelity" or the "Company")  business is conducted
principally  through  Fidelity Bank (the "Bank").  All references to the Company
refer  collectively  to the Company and the Bank,  unless the context  indicates
otherwise.

Overview
--------

On  December  31,  2002,  the  Company   completed  its   acquisition  of  First
Pennsylvania  Savings  Association ("First  Pennsylvania").  The acquisition was
accounted for under the purchase  method of  accounting  and,  accordingly,  the
results of operations of First  Pennsylvania have been included in the Company's
consolidated  financial  statements from December 31, 2002. The Company acquired
loans  with  a  fair  value  of  approximately  $6.8  million,   investment  and
mortgage-backed  securities with a fair value of $11.8 million,  deposits with a
fair value of  approximately  $12.3  million and Federal Home Loan Bank advances
with a fair value of approximately  $13.9 million in the  transaction.  Goodwill
and  other  core  deposit   intangibles   arising  from  the  transaction   were
approximately  $161,000.  In connection with the merger, the Company raised $1.6
million in  proceeds  from the  issuance  of stock to  certain  members of First
Pennsylvania  and  Fidelity's  employee  stock  ownership plan in a subscription
offering and the Fidelity's stockholders and certain members of the community in
a stockholder and community offering.

Critical Accounting Policies
----------------------------

Note 1 on pages 10 through 18 of the  Company's  Annual  Report to  Shareholders
lists significant  accounting  policies used in the development and presentation
of its financial  statements.  This  discussion  and analysis,  the  significant
accounting  policies,  and other financial  statement  disclosures  identify and
address key variables and other  qualitative and  quantitative  factors that are
necessary for an understanding  and evaluation of the Company and its results of
operations.

The most  significant  estimates in the  preparation of the Company's  financial
statements  are for the  allowance  for loan  losses  and  accounting  for stock
options. Please refer to the discussion of the allowance for loan losses in note
7 "Allowance for Loan Losses" on page 9 above. In addition,  further  discussion
of the estimates used in determining  the allowance for loan losses is contained
in the  discussion on "Provision  for Loan Losses" on page 19 herein and page 52
of the Company's 2003 Annual Report to  Shareholders.  The Company  accounts for
its stock option 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  is  reflected  in net
income,  as all options  granted had an exercise price equal to the market value
of the underlying  common stock on the grant date.  Refer also to note 13 "Stock
Option Plans" on page 32 of the Company's 2003 Annual

                                      -13-
<PAGE>

Report to Shareholders.  The Company currently has no intentions of adopting the
expense  recognition  provisions of SFAS No. 123,  "Accounting  for  Stock-Based
Compensation",  as well as the  amendments to this  statement  contained in SFAS
148,  "Accounting for Stock-Based  Compensation - Transition and Disclosure,  an
Amendment of FASB Statement No. 123."

Comparison of Financial Condition
---------------------------------

Total assets of the Company  increased $9.8 million,  or 1.6%, to $627.3 million
at December  31, 2003 from $617.5  million at September  30,  2003.  Significant
changes in individual  categories include an increase in cash and due from banks
of $1.3  million,  an  increase  in  interest-earning  demand  deposits  of $2.1
million, an increase in securities held-to-maturity of $2.0 million, an increase
in net loans of $6.3 million, and a decrease in securities available-for-sale of
$929,000.

Total  liabilities  of the Company  increased  $9.3 million,  or 1.6%, to $586.6
million at  December  31,  2003 from  $577.3  million  at  September  30,  2003.
Significant  changes  include an  increase  in  short-term  borrowings  of $18.3
million, an increase in advance payments by borrowers for taxes and insurance of
$1.2 million, and a decrease in long-term debt of $10.1 million.

Stockholders'  equity increased  $510,000,  or 1.3% to $40.7 million at December
31, 2003,  compared to $40.2 million at September 30, 2003. This result reflects
net income for the three month period ended December 31, 2003 of $852,000, stock
options exercised of $141,000, stock contributed to the Company's Employee Stock
Ownership  Plan of $117,000,  and stock  issued under the Dividend  Reinvestment
Plan of $32,000.  Offsetting  these  increases  were common stock cash dividends
paid of  $292,000,  treasury  stock  purchased  of  $246,000,  and a decrease of
accumulated   other   comprehensive   income  of  $94,000.   Accumulated   other
comprehensive income decreased from September 30, 2003 as a result of changes in
the  net  unrealized  gains  on  the  available-for-sale  securities  due to the
fluctuations  in interest rates during the current  period.  Because of interest
rate volatility,  the Company's  accumulated other  comprehensive  income (loss)
could materially  fluctuate for each interim and year-end period.  Approximately
$3.4  million of the  balances in retained  earnings as of December 31, 2003 and
September  30, 2003  represent  base year bad debt  deductions  for tax purposes
only, as they are considered restricted accumulated earnings.

                                      -14-
<PAGE>

Non-Performing Assets
---------------------
The  following  table sets forth  information  regarding  non-accrual  loans and
foreclosed  real estate by the Company at the dates  indicated.  The Company did
not have any loans which were classified as troubled debt  restructuring  at the
dates presented (dollar amounts in thousands).
<TABLE>
<CAPTION>
                                                                            December 31,         September 30,
                                                                              2003                    2003
                                                                              ----                    ----
<S>                                                                           <C>                  <C>
        Non-accrual residential real estate loans
            (one-to-four family)                                              $  438               $  795

        Non-accrual construction, multi family
            residential and commercial real estate loans                         367                  367

        Non-accrual installment loans                                            561                  615

        Non-accrual commercial business loans                                  1,449                1,151
                                                                              ------               ------

        Total non-performing loans                                            $2,815               $2,928
                                                                              ======               ======

        Total non-performing loans as a percent of
            net loans receivable                                               1.04%                1.11%
                                                                               =====                =====

        Total foreclosed real estate                                            $672                 $675
                                                                                ====                 ====

        Total non-performing loans and foreclosed real estate as a
        percent of total assets                                                 .56%                 .58%
                                                                                ====                 ====
</TABLE>

Included  in  non-performing  loans at December  31,  2003 are 15  single-family
residential  real estate loans totaling  $438,000,  three commercial real estate
loans totaling $367,000, 27 home equity and installment loans totaling $561,000,
13 commercial business loans totaling $1.4 million,  and one commercial business
lease totaling $19,000.

At December  31,  2003,  the Company  had an  allowance  for loan losses of $3.1
million or 1.15% of net loans  receivable,  as compared to an  allowance of $3.1
million or 1.17% of net loans  receivable at September  30, 2003.  The allowance
for loan losses  equals  110.6% of  non-performing  loans at  December  31, 2003
compared to 105.6% at September 30, 2003.

Management   has  evaluated   its  entire  loan   portfolio,   including   these
non-performing loans, and the overall allowance for loan losses and is satisfied
that the allowance for losses on loans at December 31, 2003 is  reasonable.  See
also  "Provision for Loan Losses."  However,  there can be no assurance that the
allowance for loan losses is sufficient to cover possible future loan losses.

                                      -15-
<PAGE>

The Company  recognizes  that it must  maintain an Allowance  for Loan and Lease
Losses  ("ALLL") at a level that is adequate to absorb  estimated  credit losses
associated with the loan and lease  portfolio.  The Company's Board of Directors
has adopted an ALLL  policy  designed to provide  management  with a  systematic
methodology for determining and documenting the ALLL each reporting period. This
methodology was developed to provide a consistent  process and review  procedure
to  ensure  that  the ALLL is in  conformity  with the  Company's  policies  and
procedures and other supervisory and regulatory guidelines.

The Company's ALLL methodology incorporates management's current judgments about
the credit quality of the loan portfolio.  The following  factors are considered
when analyzing the appropriateness of the allowance: historical loss experience;
volume; type of lending conducted by the Bank; industry standards; the level and
status of past due and non-performing  loans; the general economic conditions in
the Bank's lending area; and other factors  affecting the  collectibility of the
loans in its portfolio.  The primary elements of the Bank's methodology  include
portfolio segmentation and impairment measurement.  Management acknowledges that
this is a dynamic  process and  consists of factors,  many of which are external
and  out  of  management's   control,   that  can  change  often,   rapidly  and
substantially.  The adequacy of the ALLL is based upon estimates considering all
the  aforementioned  factors  as well as  current  and known  circumstances  and
events.  There  is no  assurance  that  actual  portfolio  losses  will  not  be
substantially different than those that were estimated.


                                      -16-
<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
              for the Three Months Ended December 31, 2003 and 2002
              -----------------------------------------------------
Net Income
----------

Net income for the three months ended  December 31, 2003 was $852,000  ($.33 per
diluted share) compared to $775,000 ($.29 per diluted share) for the same period
in 2002,  an increase of $77,000 or 9.9 %. The increase  reflects an increase in
net interest income of $159,000 or 5.5% and a decrease in the provision for loan
losses of $280,000 or 84.9%.  Partially  offsetting these factors was a decrease
in other income of $185,000,  or 17.6%, an increase in other operating  expenses
of $175,000 or 6.7%, and an increase in the provision for income taxes of $2,000
or .92%. December 31, 2002 results included, as a component of interest expense,
the write-off of $599,000 in  unamortized  issuance costs related to $10,250,000
of 9.75% trust preferred  securities that were called by the Company on November
4, 2002. The 9.75% trust  preferred  securities  were redeemed with the proceeds
from a September 2002 offering of  $10,000,000 of floating rate trust  preferred
securities  that bore an initial rate of 5.22%  through  December 26, 2002,  and
which adjust  quarterly  thereafter at a rate of 3-Month  LIBOR plus 3.40%.  The
floating rate trust preferred securities' current rate is 4.57%. The 9.75% trust
preferred  securities  were called by the Company and  replaced by the  floating
rate trust preferred  securities  primarily to take advantage of the current low
interest rate environment.

Interest Rate Spread
--------------------

The Company's  interest rate spread, the difference between yields calculated on
a  tax-equivalent  basis  on  interest-earning  assets  and the  cost of  funds,
increased to 2.18% in the three months ended December 31, 2003 from 1.99% in the
same period in 2002 as a result of the average yield on total  interest  earning
assets   decreasing  less  than  the  average  rate  paid  on   interest-bearing
liabilities.  Furthermore,  2002  results  include,  as a component  of interest
expense,  the  write-off of $599,000 in  unamortized  issuance  costs related to
$10.25 million of trust preferred  securities that were called by the Company on
November 4, 2002 (see  "Interest  Expense"  discussion on page 18 herein).  This
write-off  reduced the interest  rate spread by 42 basis points from 2.41%,  and
reduced  the net  interest  margin by 41 basis  points  from 2.55% for the three
months ended  December 31, 2002.  The following  table shows the average  yields
earned on the Bank's  interest-earning  assets and the average rates paid on its
interest-bearing  liabilities for the periods indicated,  the resulting interest
rate spreads, and the net yields on interest-earning assets.
<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                      December 31,
                                                                                2003              2002
                                                                                ----              ----
<S>                                                                            <C>                <C>
        Average yield on:
          Mortgage loans                                                       6.54%              7.45%
          Mortgage-backed securities                                            3.00              4.65
          Installment loans                                                     6.16              7.33
          Commercial business loans and leases                                  6.14              6.63
          Interest -earning deposits with other institutions,
          investment securities, and FHLB stock (1)                             4.42              5.10
                                                                                ----              ----
          Total interest-earning assets                                         5.02              6.19
                                                                                ----              ----
        Average rates paid on:
          Savings deposits                                                      2.21              2.73
          Borrowed funds                                                        3.96              6.73
                                                                                ----              ----
          Total interest-bearing liabilities                                    2.84              4.20
                                                                                ----              ----
        Average interest rate spread                                            2.18%             1.99%
                                                                                =====             =====
        Net yield on interest-earning assets                                    2.24%             2.14%
                                                                                =====             =====
<FN>
(1)  Interest  income on  tax-free  investments  has been  adjusted  for federal
     income tax purposes using a rate of 34%.
</FN>
</TABLE>

                                      -17-

<PAGE>

Interest Income
---------------

Interest on loans  decreased $1.4 million or 24.7% to $4.3 million for the three
months  ended  December  31,  2003,  compared  to the same  period in 2002.  The
decrease reflects a decrease in the average loan balance outstanding during 2003
as well as a decrease in the net yield earned on the loan portfolio.  Loans with
a fair value of approximately  $6.8 million were assumed with the acquisition of
First  Pennsylvania on December 31, 2002. Higher levels of principal  repayments
have been experienced due to the lower interest rate environment thus accounting
for the decrease in the average loan balance during 2003.

Interest on mortgage-backed  securities  decreased $447,000 or 32.6% to $926,000
for the  three-month  period ended  December  31, 2003,  as compared to the same
period in 2002. The decrease  reflects a decrease in the average yield earned on
the  portfolio,  partially  offset by an  increase  in the  average  balance  of
mortgage-backed   securities   owned  in  the   period.   The   fair   value  of
mortgage-backed securities acquired from First Pennsylvania on December 31, 2002
was approximately $4.9 million.

Interest on  interest-earning  deposits with other  institutions  and investment
securities  increased $201,000 or 11.7%, for the three months ended December 31,
2003, as compared to the same period in 2002. The increase  reflects an increase
in the average  balance in the portfolio  partially  offset by a decrease in the
yield earned on these investments. Interest-earning deposits of $7.1 million and
investment  securities  of $6.9 million were acquired with the purchase of First
Pennsylvania on December 31, 2002.


Interest Expense
----------------

Interest  on  deposits  decreased  $387,000  or  15.9% to $2.0  million  for the
three-month  period ended  December 31, 2003,  as compared to the same period in
2002.  The  decrease  reflects a decrease in the average  cost of the  deposits,
partially offset by an increase in the average balance of deposits.  Deposits of
$12.3  million  were  assumed  with the  acquisition  of First  Pennsylvania  on
December 31, 2002.

Interest  on  guaranteed  preferred  beneficial  interest in  subordinated  debt
decreased  $711,000 for the three months ended December 31, 2003, as compared to
the same period in 2002.  During the first  quarter of fiscal 2003,  the Company
wrote-off  $599,000 in  unamortized  issuance costs related to $10.25 million of
9.75% trust preferred  securities that were called by the Company on November 4,
2002.  The  write-off  of these costs was  reported  as a component  of interest
expense.  The 9.75% trust preferred securities that were called were replaced in
September  2002 with $10.0 million of floating rate trust  preferred  securities
that bore an initial rate of 5.22% through  December 26, 2002,  and which adjust
quarterly  thereafter at a rate of 3-month  LIBOR plus 3.40%.  The floating rate
trust  preferred  securities'  current rate is 4.57%.  The 9.75% trust preferred
securities  were called by the Company and replaced by the  floating  rate trust
preferred  securities  primarily  to take  advantage of the current low interest
rate environment.

Interest on  short-term  borrowings,  including  Federal Home Loan Bank ("FHLB")
"RepoPlus"  advances,   securities  sold  under  agreement  to  repurchase,  and
treasury, tax and loan notes, increased $131,000 to $158,000 for the three-month
period ended  December 31, 2003,  as compared to the same period in fiscal 2003.
The increase  reflects an increase in the average  balance of these  borrowings,
partially offset by a decrease in the average cost of these borrowings.

                                      -18-
<PAGE>

Interest on long-term debt,  including FHLB fixed rate advances and "Convertible
Select" advances,  decreased  $862,000,  or 32.1%, to $1.8 million for the three
months  ended  December  31, 2003 as compared to the same period in fiscal 2003.
The decrease  reflects a decrease in the average balance of the debt, as well as
a decrease in the average cost of the debt.  FHLB  advances with a fair value of
approximately  $13.9 million were assumed in the First Pennsylvania  acquisition
on December 31, 2002.

The  Company  continues  to rely on FHLB  advances as cost  effective  wholesale
funding sources.


Net Interest Income Before Provision for Loan Losses
----------------------------------------------------

The Company's net interest  income  before  provision for loan losses  increased
$159,000 or 5.5% to $3.0 million,  for the three month period ended December 31,
2003, as compared to the same period in 2002. The increase in the current fiscal
period is attributable to an increased interest rate spread, partially offset by
a decrease in net interest-earning assets.


Provision for Loan Losses
-------------------------

The provision for loan losses decreased to $50,000,  for the three-month  period
ended December 31, 2003, as compared to the same period in 2002. At December 31,
2003,  the  allowance  for loan losses  decreased  $23,000 to $3.11 million from
$3.09  million at September  30,  2003.  Net loan  charge-offs  were $27,000 and
$367,000 for the three months ended December 31, 2003 and 2002, respectively.  A
$300,000  commercial business loan was charged-off during the three-month period
ending December 31, 2002.

The  provision  for loan  losses is  charged  to  operations  to bring the total
allowance for loan losses to a level that represents management's best estimates
of the losses  inherent in the portfolio based on a monthly review by management
of factors such as historical  experience,  volume, type of lending conducted by
the  Bank,   industry   standards,   the  level  and  status  of  past  due  and
non-performing  loans,  the general  economic  conditions in the Bank's  lending
area,  and  other  factors  affecting  the  collectibility  of the  loans in its
portfolio.

The  allowance  for  loan  losses  is  maintained  at a  level  that  represents
management's best estimates of losses in the loan portfolio at the balance sheet
date.  However,  there can be no assurance that the allowance for losses will be
adequate to cover losses which may be realized in the future and that additional
provisions for losses will not be required.


Other Income
------------

Total non-interest or other income decreased $185,000 or 17.6% to $866,000,  for
the three-month  period ended December 31, 2003, as compared to the same periods
in 2002.  Decreases in other income  primarily  relate to decreased loan service
charges and fees, decreased gains on the sale of securities, and decreased gains
on the sale of loans.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous  loan fees,  decreased $35,000 or 26.5% to $97,000,  for the three
month period ended  December 31, 2003,  as compared to the same periods in 2002.
The decrease is primarily  attributed to a decrease in late charges on loans and
a decrease in the collection of title insurance fees on mortgages originated.

                                      -19-
<PAGE>

Net gains on the sales of investment and mortgage-backed  securities was $89,000
for the three month  period ended  December  31, 2003,  as compared to a gain of
$227,000  in  the  same   period  in  2002.   Such  sales  were  made  from  the
available-for-sale  portfolio as part of management's asset/liability management
strategies.

Gain on the sale of loans was $17,000 for the three-month  period ended December
31,  2003,  as compared to a gain of $107,000  for the same period in 2002.  The
three-month  period  ended  December  31,  2003  results  include  the  sale  of
approximately $405,000 of fixed rate,  single-family mortgage loans, compared to
$6.4 million of similar loan sales during the prior fiscal period.

Deposit service charges and fees increased  $33,000 or 10.3% for the three month
period  ended  December 31,  2003,  as compared to the same period in 2002.  The
increase is primarily  attributed to an increase in the volume of fees collected
for returned checks on deposit  accounts,  partially offset by a decrease in the
service charges assessed on savings and checking accounts.

Operating Expenses
------------------
Total  operating  expenses for the  three-month  period ended  December 31, 2003
totaled $2.8 million  compared to $2.6 million for the same period in 2002.  The
increase is due primarily to an increase in compensation  and benefits  expense,
office occupancy and equipment,  and depreciation and amortization.  The overall
increase in operating expense for the current year period reflects the operation
of the Troy Hill  branch,  which was  acquired on  December  31,  2002,  and the
Cranberry  branch,  which was opened in April 2003.  These  branches were not in
operation for the entire prior fiscal period.


Income Taxes
------------

Total income tax expense for the three-month  period ended December 31, 2003 was
$220,000 compared to $218,000 for the same 2002 period.  The effective tax rates
for the three-month  periods ended December 31, 2003 and 2002 were approximately
20.5%  and  22.0%,  respectively.  The  decrease  in the  effective  tax rate is
attributed to an increase in tax-exempt income from the corresponding prior year
period.   Tax-exempt   income  includes  income  earned  on  certain   municipal
investments  that qualify for state and/or federal income tax exemption;  income
earned by the Bank's  Delaware  subsidiary  which is not subject to state income
tax, and earnings on Bank-owned  life  insurance  policies which are exempt from
federal taxation. State and federal tax-exempt income for the three-month period
ended December 31, 2003 was $1.9 million and $540,000, respectively, compared to
$1.6  million and  $560,000,  respectively,  for the  three-month  period  ended
December 31, 2002.

                                      -20-
<PAGE>

Capital Requirements
--------------------

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including the Preferred  Securities  issued by FB Statutory  Trust II in
2002.  The Preferred  Securities  may comprise up to 25% of the Company's Tier 1
capital.  Total capital  includes Tier 1 capital and other forms of capital such
as the allowance for loan losses, subject to limitations, and subordinated debt.
The guidelines  establish a minimum standard  risk-based  target ratio of 8%, of
which at least 4% must be in the form of Tier 1 capital.  At December  31, 2003,
the Company had Tier 1 capital as a percentage of risk-weighted assets of 13.39%
and total risk-based capital as a percentage of risk-weighted assets of 14.36%.

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum  ratio of Tier 1 capital as a  percentage  of average  total assets (the
"Leverage  Ratio") of 3% for bank holding  companies that meet certain criteria,
including  that they  maintain  the highest  regulatory  rating.  All other bank
holding companies are required to maintain a Leverage Ratio of at least 4% or be
subject to prompt  corrective  action by the Federal  Reserve.  At December  31,
2003, the Company had a Leverage Ratio of 7.42%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other institutions. At December 31, 2003, the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 7.43% of  average  total  assets,  as
defined.

The Bank is also  required to maintain a ratio of  qualifying  total  capital to
risk-weighted assets and off-balance sheet items of a minimum of 8%. At December
31, 2003,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 13.33%.


Liquidity
---------

The Company's primary sources of funds have historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent,  loans.  At December 31, 2003,  the total of approved  loan  commitments
amounted  to $13.6  million.  In  addition,  the  Company  had $10.9  million of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months  totals  approximately  $80.7  million,  a
substantial  portion  of  which  management  believes,  on the  basis  of  prior
experience  as well as its  competitive  pricing  strategy,  will  remain in the
Company.

                                      -21-
<PAGE>

Off Balance Sheet Commitments
-----------------------------

The Bank is party to financial  instruments with  off-balance  sheet risk in the
normal course of business to meet the financing  needs of its  customers.  These
financial  instruments  include  commitments  to extend  credit  and  letters of
credit.  Those instruments  involve, to varying degrees,  elements of credit and
interest rate risk in excess of the amount recognized in the balance sheet.

The Bank's exposure to credit loss in the event of  nonperformance  by the other
party to the financial  instrument for  commitments to extend credit and letters
of credit is represented by the  contractual  amount of those  instruments.  The
Bank  uses the same  credit  policies  in  making  commitments  and  conditional
obligations as it does for on-balance sheet instruments.

A summary  of the  contractual  amount  of the  Company's  financial  instrument
commitments is as follows:
<TABLE>
<CAPTION>
                                                            December 31,   September 30,
                                                              2003            2003
                                                              ----            ----
                                                                  (in thousands)
<S>                                                          <C>             <C>
Commitments to grant loans                                   $13,551         $ 5,595
Unfunded commitments under lines of credit                    27,827          31,832
Financial and performance standby letters of credit              143              93
</TABLE>

Outstanding letters of credit written are conditional  commitments issued by the
Bank to guarantee the  performance of a customer to a third party.  The majority
of these standby  letters of credit expire  within the next twelve  months.  The
credit risk  involved in issuing  letters of credit is  essentially  the same as
that involved in extending other loan commitments.  The Bank requires collateral
supporting these letters of credit as deemed necessary. Management believes that
the  proceeds  obtained  through  a  liquidation  of such  collateral  would  be
sufficient to cover the maximum  potential  amount of future  payments  required
under the  corresponding  guarantees.  The  current  amount of  liability  as of
December 31, 2003 for guarantees  under standby  letters of credit issued is not
material.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

          There  have  been  no  material   changes  in  information   regarding
          quantitative and qualitative disclosures about market risk at December
          31,  2003  from  the   information   presented   under  the   caption,
          Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results  of  Operations  - Asset and  Liability  Management,  filed as
          Exhibit 13 to the Form 10-K for September 30, 2003.

                                      -22-
<PAGE>

Item 4.  Controls and Procedures

         The  Company's  management  evaluated,  with the  participation  of the
         Company's Chief  Executive  Officer and Chief  Financial  Officer,  the
         effectiveness of the Company's  disclosure controls and procedures,  as
         of the  end of the  period  covered  by  this  report.  Based  on  that
         evaluation,  the Chief Executive  Officer and Chief  Financial  Officer
         concluded  that the Company's  disclosure  controls and  procedures are
         effective  to ensure that  information  required to be disclosed by the
         Company in the reports  that it files or submits  under the  Securities
         Exchange Act of 1934 is recorded,  processed,  summarized  and reported
         within  the time  periods  specified  in the  Securities  and  Exchange
         Commission's rules and forms.

         There were no changes in the Company's  internal control over financial
         reporting  that occurred  during the Company's last fiscal quarter that
         have  materially  affected,  or are  reasonably  likely  to  materially
         affect, the Company's internal control over financial reporting.


Part II - Other Information
---------------------------

Item 1.  Legal Proceedings

          The Bank is not involved in any pending legal  proceedings  other than
          non-material  legal  proceedings  undertaken in the ordinary course of
          business.


Item 2.  Changes in Securities

         None


Item 3.  Defaults Upon Senior Securities

          Not Applicable


Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 5.  Other Information

         Not Applicable


                                      -23-
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

          The following exhibits are filed as part of this Report.

          3.1  Articles of Incorporation (1)
          3.2  Amended Bylaws (2)
          4.1  Rights Agreement dated March 31, 2003 between  Fidelity  Bancorp,
               Inc. and Registrar and Transfer Company (3)
          4.3* Indenture,  dated as of September  26, 2002,  between  Fidelity
               Bancorp,  Inc.  and  State  Street  Bank  and  Trust  Company  of
               Connecticut, National Association
          4.4* Amended  and  Restated  Declaration  of  Trust,  dated  as  of
               September  26,  2002,  by and among  State  Street Bank and Trust
               Company, National Association, as Institutional Trustee, Fidelity
               Bancorp,  Inc.,  as Sponsor and William L.  Windisch,  Richard G.
               Spencer and Lisa L. Griffith, as Administrators.
          4.5* Guarantee Agreement,  as dated as of September 26, 2002, by and
               between  Fidelity  Bancorp,  Inc. and State Street Bank and Trust
               Company of Connecticut, National Association.
          10.1 Employee Stock Ownership Plan, as amended (1)
          10.2 1988 Employee Stock Compensation Program (1)
          10.3 1993 Employee Stock Compensation Program (4)
          10.4 1997 Employee Stock Compensation Program (5)
          10.5 1993 Directors' Stock Option Plan (4)
          10.6 1998 Group Term Replacement Plan (6)
          10.7 1998 Salary  Continuation  Plan  Agreement  by and  between  W.L.
               Windisch, the Company and the Bank (6)
          10.8 1998 Salary  Continuation  Plan  Agreement  by and  between  R.G.
               Spencer, the Company and the Bank (6)
          10.9 1998 Salary  Continuation  Plan  Agreement  by and  between  M.A.
               Mooney, the Company and the Bank (6)
          10.10 Salary Continuation Plan Agreement with Lisa L. Griffith
          10.11 1998 Stock Compensation Plan (7)
          10.12 2000 Stock Compensation Plan (8)
          10.13 2001 Stock Compensation Plan (9)
          10.14 2002 Stock Compensation Plan (10)
          20.1 Dividend Reinvestment Plan (11)
          31.1 Section 302 Certification of Chief Executive Officer
          31.2 Section 302 Certification of Chief Financial Officer
          32   Certification  Pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


                                      -24-
(b)  Reports on Form 8-K

     A Report on Form 8-K was filed on October 22, 2003  reporting  under Item 5
     the  completion  of  the  Company's  stock  repurchase  program  originally
     announced  on July 25,  2003,  and  announcing  the approval of a new stock
     repurchase program to repurchase up to 5% or approximately 121,000 shares.

     A Report on Form 8-K was filed on November 19, 2003 reporting under Item 12
     the issuance of an earnings release for the fiscal year ended September 30,
     2003.

     A Report on Form 8-K was filed on January 21, 2004 reporting  under Item 12
     the earnings  release for the quarter ended December 31, 2003 and to report
     a quarterly cash dividend.

     No financial statements were filed with the above reports.


*    Not filed in  accordance  with the  provisions  of Item  601(b)(4)(iii)  of
     Regulation  S-K. The Company agrees to provide a copy of these documents to
     the Commission upon request.
(1)  Incorporated by reference from the exhibits  attached to the Prospectus and
     Proxy Statement of the Company  included in its  Registration  Statement on
     Form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
     (the "Registration Statement").
(2)  Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on August 14, 2002.
(3)  Incorporated by reference from Form 8-A filed March 31, 2003.
(4)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(6)  Incorporated by reference to an identically  numbered  exhibit in Form 10-K
     filed with the SEC on December 29, 1998.
(7)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(8)  Incorporated by reference to Exhibit 4.1 to the Form S-8 filed with the SEC
     on January 19, 2001.
(9)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 29, 2002.
(10) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     February 26, 2003.
(11) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.


                                      -25-


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 BANCORP, INC.



Date:   February 17, 2004     By: /s/ Richard G. Spencer
                                  ----------------------------------------------
                                  Richard G. Spencer
                                  President and Chief Executive Officer


Date:   February 17, 2004     By: /s/ Lisa L. Griffith
                                  ----------------------------------------------
                                  Lisa L. Griffith
                                  Sr. Vice President and Chief Financial Officer



                                      -26-