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 March 31, 2005
                                    --------------

                                       OR

[ ] 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  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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:  2,657,268 shares, par value
                                                     ---------------------------
$0.01, at April 30, 2005
------------------------



<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index

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

Item 1.  Financial Statements (Unaudited)

         Consolidated Statements of Financial Condition as of                 1
         March 31, 2005 and September 30, 2004

         Consolidated Statements of Income for the Three and                  2
         Six Months Ended March 31, 2005 and 2004

         Consolidated Statements of Cash Flows for the Six Months           3-4
         Ended March 31, 2005 and 2004

         Consolidated  Statements of Changes in Stockholders'                 5
         Equity for the Six Months Ended March 31, 2005 and 2004

         Notes to Consolidated Financial Statements                           6

Item 2.  Management's Discussion and Analysis of Financial Condition         12
         and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          21

Item 4.  Controls and Procedures                                             22


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

Item l.  Legal Proceedings                                                   22

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         22

Item 3.  Defaults Upon Senior Securities                                     22

Item 4.  Submission of Matters to a Vote of Security Holders              22-23

Item 5.  Other Information                                                   23

Item 6.  Exhibits                                                         23-24

Signatures                                                                   25






<PAGE>

Item 1.  Financial Statements
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Financial Condition (Unaudited)
           ----------------------------------------------------------
                        (in thousands except share data)
<TABLE>
<CAPTION>
                                                           March 31,   September 30,
              Assets                                         2005          2004
              ------                                         ----          ----
<S>                                                      <C>          <C>
Cash and due from banks                                    $   7,935    $   8,212
Interest-bearing demand deposits with other institutions       1,125          619
                                                           ---------    ---------
    Cash and Cash Equivalents                                  9,060        8,831

Securities available-for-sale                                186,843      186,112
  (book value of  $187,626 and $184,301)
Securities held-to-maturity                                  114,230      109,334
  (fair value of $113,618 and $110,413)
Loans held for sale                                              607          116
Loans receivable, net of allowance of $2,443 and $2,609      299,908      290,548
Foreclosed real estate, net                                    1,197        1,517
Restricted investments in bank stock, at cost                 11,488       11,156
Office premises and equipment, net                             5,150        5,210
Accrued interest receivable                                    3,256        3,081
Other assets                                                  12,906       11,981
                                                           ---------    ---------
       Total Assets                                        $ 644,645    $ 627,886
                                                           =========    =========
              Liabilities and Stockholders' Equity
              ------------------------------------
Liabilities:
   Deposits:
      Non-interest bearing                                 $  29,047    $  30,237
      Interest bearing                                       333,019      329,694
                                                           ---------    ---------
          Total Deposits                                     362,066      359,931

   Short-term borrowings                                      72,230       64,106
   Subordinated Debt                                          10,310       10,310
   Securities sold under agreement to repurchase               6,665        5,118
   Advance payments by borrowers for taxes and insurance       2,112        1,129
   Other liabilities                                           3,159        2,908
   Long-term debt                                            147,102      142,307
                                                           ---------    ---------
       Total Liabilities                                     603,644      585,809
                                                           ---------    ---------

Stockholders' equity:
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 3,191,673
      and 3,153,617 shares issued, respectively                   32           32
   Paid-in capital                                            36,369       35,798
   Retained earnings                                          14,925       13,595
   Accumulated other comprehensive income (loss)                (517)       1,195
   Treasury stock, at cost- 534,505 and 480,295
     shares                                                   (9,808)      (8,543)
                                                           ---------    ---------
       Total Stockholders' Equity                             41,001       42,077
                                                           ---------    ---------
       Total Liabilities and Stockholders' Equity          $ 644,645    $ 627,886
                                                           =========    =========
</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       Six Months Ended
                                                                               March 31,              March 31,
                                                                           2005        2004       2005        2004
                                                                         --------    --------   --------    --------
<S>                                                                    <C>         <C>        <C>         <C>
Interest income:
   Loans                                                                 $  4,508    $  4,340   $  8,950    $  8,671
   Mortgage-backed securities                                               1,387       1,172      2,738       2,098
   Investment securities - taxable                                          1,382       1,368      2,723       2,677
   Investment securities - tax-exempt                                         474         578        947       1,192
   Other                                                                        2          --          3           1
                                                                         --------    --------   --------    --------
      Total interest income                                                 7,753       7,458     15,361      14,639
                                                                         --------    --------   --------    --------

Interest expense:
   Deposits                                                                 1,850       1,910      3,694       3,951
   Short-term borrowings                                                      543         187        962         345
   Long-term debt                                                           1,705       1,756      3,449       3,576
   Subordinated debt                                                          157         122        302         244
                                                                         --------    --------   --------    --------
      Total interest expense                                                4,255       3,975      8,407       8,116
                                                                         --------    --------   --------    --------

Net interest income                                                         3,498       3,483      6,954       6,523

Provision for loan losses                                                      25          75        200         125
                                                                         --------    --------   --------    --------

Net interest income after provision for loan losses                         3,473       3,408      6,754       6,398
                                                                         --------    --------   --------    --------

Other income:
   Loan service charges and fees                                               69          73        166         170
   Realized gain on sales of securities, net                                  348         419        430         508
   Writedown of securities                                                    (43)         --        (43)         --
   Gain on sales of loans                                                      10          11         15          28
   Deposit service charges and fees                                           310         316        666         671
   Other                                                                      377         347        678         658
                                                                         --------    --------   --------    --------
      Total other income                                                    1,071       1,166      1,912       2,035
                                                                         --------    --------   --------    --------

Operating expenses:
   Compensation and benefits                                                1,816       1,757      3,639       3,522
   Office occupancy and equipment expense                                     278         275        535         508
   Depreciation and amortization                                              184         190        370         387
   Net loss on foreclosed real estate                                          63         111         82         113
   Amortization of intangible assets                                           11          13         24          27
   Loss on customer fraud                                                     430          --        430          --
   Other                                                                      584         650      1,162       1,226
                                                                         --------    --------   --------    --------
      Total operating expenses                                              3,366       2,996      6,242       5,783
                                                                         --------    --------   --------    --------

Income before income tax provision                                          1,178       1,578      2,424       2,650
Income tax provision                                                          214         264        455         484
                                                                         --------    --------   --------    --------
Net income                                                               $    964    $  1,314   $  1,969    $  2,166
                                                                         ========    ========   ========    ========
Basic earnings per common share                                          $    .36    $    .49   $    .74    $    .81
                                                                         ========    ========   ========    ========
Diluted earnings per common share                                        $    .35    $    .46   $    .71    $    .77
                                                                         ========    ========   ========    ========
Dividends per common share                                               $    .12    $   .109   $    .24    $   .218
                                                                         ========    ========   ========    ========
</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>
                                                                                      Six Months Ended March 31,
                                                                                         2005        2004
                                                                                       --------    --------
<S>                                                                                  <C>         <C>
Operating Activities:
---------------------
     Net income                                                                        $  1,969    $  2,166
     Adjustments to reconcile net income to net cash provided by operating
     activities:
         Provision for loan losses                                                          200         125
         Loss on foreclosed real estate                                                      82         113
         Provision for depreciation and amortization                                        370         387
         Deferred loan fee amortization                                                    (115)       (110)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                           367         787
         Amortization of intangibles                                                         24          27
         Loss on customer fraud                                                             430          --
         Net gain on sale of securities                                                    (430)       (508)
         Writedown of securities                                                             43          --
         Net gain on sale of loans                                                          (15)        (28)
         Origination of loans held-for-sale                                              (1,379)     (1,167)
         Proceeds from sale of loans held-for-sale                                          902       1,240
         (Increase)/Decrease in interest receivable                                        (175)         63
         Decrease in prepaid income taxes                                                    44          24
         Decrease in interest payable                                                       (35)       (192)
         Increase in cash surrender value of life insurance policies                        (99)       (105)
         Contribution to ESOP                                                              (235)       (103)
         Other changes, net                                                                 (42)      1,472
                                                                                       --------    --------

        Net cash provided by operating activities                                         1,906       4,191
                                                                                       --------    --------

Investing Activities:
---------------------

     Proceeds from sales of securities available-for-sale                                 4,978      11,099
     Proceeds from maturities and principal repayments of
        securities available-for-sale                                                    21,583      22,543
     Purchases of securities available-for-sale                                         (29,667)    (30,564)
     Purchases of securities held-to-maturity                                           (13,042)    (27,655)
     Proceeds from maturities and principal repayments of
        securities held-to-maturity                                                       8,115      24,774
     Net increase in loans                                                               (9,445)    (11,420)
     Proceeds from sale of foreclosed real estate                                           310          39
     Net purchases of FHLB stock                                                           (332)       (380)
     Proceeds from sale of office premises and equipment                                     --          30
     Additions to office premises and equipment                                            (310)        (54)
                                                                                       --------    --------

        Net cash used in investing activities                                           (17,810)    (11,588)
                                                                                       --------    --------
</TABLE>



Continued on page 4.
                                       -3-


<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Cash Flows (Unaudited) (Cont'd.)
           -----------------------------------------------------------
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                    Six Months Ended March 31,
                                                                        2005        2004
                                                                      --------    --------
<S>                                                                 <C>         <C>
Financing Activities:
--------------------
Net increase/(decrease) in deposits                                      2,135      (2,503)
Increase/(decrease) in repurchase agreements                             1,547        (641)
Net increase in short-term borrowings                                    8,124      21,929
Proceeds from long-term borrowings                                      20,000          --
Repayments of long-term borrowings                                     (15,205)    (10,200)
Increase in advance payments by borrowers for taxes and insurance          983       1,037
Cash dividends paid                                                       (639)       (585)
Stock options exercised                                                    379         353
Proceeds from sale of stock through Dividend Reinvestment Plan              74          71
Purchase of treasury stock                                              (1,265)       (877)
                                                                      --------    --------

    Net cash provided by financing activities                           16,133       8,584
                                                                      --------    --------

Increase in cash and cash equivalents                                      229       1,187

Cash and cash equivalents at beginning of period                         8,831       7,992
                                                                      --------    --------

Cash and cash equivalents at end of period                            $  9,060    $  9,179
                                                                      ========    ========

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

Cash paid during the period for:
  Interest on deposits and other borrowings                           $  8,442    $  8,308
  Income taxes                                                        $    350    $    340
                                                                      --------    --------

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

Transfer of loans to foreclosed real estate                           $     --    $    542
                                                                      --------    --------
</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, except share data)

<TABLE>
<CAPTION>
                                                                                                            Accumulated
                                                                                                               Other
                                                   Common        Paid-in      Treasury      Retained       Comprehensive
                                                   Stock         Capital       Stock        Earnings       Income (Loss)   Total

====================================================================================================================================

<S>                                              <C>           <C>          <C>           <C>             <C>            <C>
Balance at September 30, 2003                      $    28       $ 28,960     $(7,192)      $  16,388       $    2,011     $ 40,195
Comprehensive income:
     Net income                                                                                 2,166                         2,166
     Other comprehensive income,
       net of tax of $479                                                                                          929          929
     Reclassification adjustment,
       net of tax of ($173)                                                                                       (335)        (335)
                                                   -------       --------     -------       ---------       ----------     --------
Total comprehensive income                              --             --          --           2,166              594        2,760

 Cash dividends declared                                                                         (585)                         (585)

Treasury stock purchased - 35,000 shares                                         (877)                                         (877)
Contribution of stock to ESOP (5,000 shares)                           (6)        123                                           117
 Sale of stock through Dividend
       Reinvestment Plan                                               71                                                        71

 Stock options exercised                                              353                                                       353
                                                   -------       --------     -------       ---------       ----------     --------


Balance at March 31, 2004                          $    28       $ 29,378     $(7,946)      $  17,969       $    2,605     $ 42,034
                                                   =======       ========     =======       =========       ==========     ========

Balance at September 30, 2004                      $    32       $ 35,798     $(8,543)      $  13,595         $  1,195     $ 42,077
Comprehensive income:
     Net income                                                                                 1,969                         1,969
     Other comprehensive income,
        net of tax of ($750)                                                                                    (1,456)      (1,456)
     Reclassification adjustment,
        net of tax of ($131)                                                                                      (256)        (256)
                                                   -------       --------     -------       ---------       ----------     --------
Total comprehensive income                              --             --          --           1,969           (1,712)         257

Cash dividends declared                                                                          (639)                         (639)

Treasury stock purchased -
   54,210 shares                                                               (1,265)                                       (1,265)

 Sale of stock through Dividend
    Reinvestment Plan                                                  74                                                        74

 Stock options exercised, including  tax
    benefit of $118                                                   497                                                       497
                                                   -------       --------     -------       ---------       ----------     --------

Balance at March 31, 2005                          $    32       $ 36,369     $(9,808)      $  14,925       $     (517)    $ 41,001
                                                   =======       ========     =======       =========       ==========     ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       -5-


<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                                 March 31, 2005

(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  subsidiary,  Fidelity Bank, PaSB (the "Bank").  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 in the United  States.  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, 2004.  The results for the three and six month
periods ended March 31, 2005 are not necessarily  indicative of the results that
may be  expected  for the fiscal year  ending  September  30, 2005 or any future
interim period.

(3) New Accounting Standards
    ------------------------
In December 2004,  the FASB issued  Statement No. 123R,  "Share-Based  Payment."
Statement  No. 123R  revised  Statement  No. 123,  "Accounting  for  Stock-Based
Compensation,"  and supersedes APB Opinion No. 25,  "Accounting for Stock Issued
to Employees," and its related implementation guidance.  Statement No. 123R will
require  compensation  costs related to share-based  payment  transactions to be
recognized in the financial statement (with limited  exceptions).  The amount of
compensation  cost will be measured  based on the  grant-date  fair value of the
equity or liability  instruments  issued.  Compensation  cost will be recognized
over the period that an employee provides service in exchange for the award.

On April 14, 2005, the Securities and Exchange  Commission ("SEC") adopted a new
rule that amends the compliance dates for Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123R"). Under the new rule, the Company is required to adopt
SFAS No. 123R in the first annual  period  beginning  after June 15,  2005.  The
Company has not yet  determined the method of adoption or the effect of adopting
SFAS No. 123R,  and it has not  determined  whether the adoption  will result in
amounts  that are similar to the current  pro forma  disclosures  under SFAS No.
123.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB No. 107"),
"Share-Based  Payment",  providing  guidance on option  valuation  methods,  the
accounting  for income tax  effects of  share-based  payment  arrangements  upon
adoption of SFAS No.  123(R),  and the  disclosures  in MD&A  subsequent  to the
adoption.  The  Company  will  provide  SAB No. 107  required  disclosures  upon
adoption of SFAS No. 123(R) on October 1, 2005.

                                       -6-

<PAGE>

(4) Stock Based Compensation
    ------------------------
At March 31,  2005,  the Company had several  stock-based  employee and director
compensation  plans, which are described in Note 13 in the Company's 2004 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 net income
and  earnings  per share if the fair value based  method had been applied to the
Company's stock option plans (amounts in thousands, except per share data).

<TABLE>
<CAPTION>
                                                        For the three months       For the six months
                                                           ended March 31,           ended March 31,
                                                        ---------------------    ----------------------
                                                          2005        2004         2005         2004
                                                         -------    ---------    ---------    ---------

<S>                                                    <C>            <C>      <C>          <C>
Net income, as reported                                  $   964    $   1,314    $   1,969    $   2,166
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       (91)        (136)        (104)        (144)
                                                         -------    ---------    ---------    ---------
Pro forma net income                                     $   873    $   1,178    $   1,865    $   2,022
                                                         =======    =========    =========    =========

Earnings per share:
  Basic - as reported                                    $   .36    $     .49    $     .74    $     .81
  Basic - pro forma                                      $   .33    $     .43    $     .70    $     .75
  Diluted - as reported                                  $   .35    $     .46    $     .71    $     .77
  Diluted - pro forma                                    $   .32    $     .41    $     .67    $     .71
</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.

                                       -7-

<PAGE>

(5) 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  dividend  distributed on May
26, 2004.  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       Six Months Ended
                                                        March 31,               March 31,
                                                    2005        2004        2005        2004
                                                   ------------------      ------------------
<S>                                              <C>         <C>         <C>         <C>
Numerator:
Net Income                                         $  964      $1,314      $1,969      $2,166
                                                   ------      ------      ------      ------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares                   2,651       2,685       2,661       2,677
Effect of dilutive securities:
  Employee stock options                              129         160         125         157
                                                   ------      ------      ------      ------
Denominator for diluted earnings per share
- weighted average shares and assumed conversions   2,780       2,845       2,786       2,834
                                                   ------      ------      ------      ------
Basic earnings per share                           $  .36      $  .49      $  .74      $  .81
                                                   ------      ------      ------      ------
Diluted earnings per share                         $  .35      $  .46      $  .71      $  .77
                                                   ------      ------      ------      ------
</TABLE>



(6) 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 losses of $517,000, net of tax, on investments classified as
available-for-sale are recorded at March 31, 2005. The Company had no securities
classified as trading as of March 31, 2005 and September 30, 2004.

                                       -8-
<PAGE>

(7) Loans Receivable
    ----------------

     Loans  receivable  are  comprised  of  the  following  (dollar  amounts  in
thousands):

                                          March 31,     September 30,
                                            2005            2004
                                          ---------     ------------
First mortgage loans:
         Conventional:
             1-4 family dwellings         $ 126,296       $ 109,991
             Multi-family dwellings          10,927          12,191
         Commercial                          52,522          50,334
         Construction:
             Residential                     19,971          29,220
             Commercial                       9,341           7,211
                                          ---------       ---------
                                            219,057         208,947
                                          ---------       ---------
Less:
         Loans in process                   (20,962)        (23,409)
         Unearned discounts and fees           (644)           (612)
                                          ---------       ---------
                                            197,451         184,926
                                          ---------       ---------
Installment loans:
         Home equity                         69,756          71,547
         Consumer loans                       1,022           1,749
         Other                                2,677           2,853
                                          ---------       ---------
                                             73,455          76,149
                                          ---------       ---------
Commercial business loans and leases:
         Commercial business loans           30,709          30,872
         Commercial leases                      736           1,210
                                          ---------       ---------
                                             31,445          32,082
                                          ---------       ---------

Less:  Allowance for loan losses             (2,443)         (2,609)
                                          ---------       ---------

         Loans receivable, net            $ 299,908       $ 290,548
                                          ---------       ---------


                                       -9-
<PAGE>

(8) Allowance for Loan Losses
    -------------------------
Changes in the allowance for loan losses for the six months ended March 31, 2005
and the fiscal year ended  September 30, 2004 are as follows  (dollar amounts in
thousands):

                                       March 31,       September 30,
                                         2005              2004
                                       --------         ---------
Balance at beginning of period         $ 2,609          $ 3,091
Provision for loan losses                  200              275
Charge-offs                               (387)            (819)
Recoveries                                  21               62
                                       -------          -------
Balance at end of period               $ 2,443          $ 2,609
                                       -------          -------

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 March 31, 2005,  the recorded  investment in loans that are  considered to be
impaired  under SFAS No. 114 was $2.5 million  compared to $2.4 million at March
31, 2004. Included in the current amount is $372,000 of impaired loans for which
the related  allowance for loan losses is $21,000,  and $2.1 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 six months  ended March 31, 2005 was $2.4 million
compared to $2.3  million  for the same  period in the prior  year.  For the six
months ended March 31, 2005, the Company  recognized  $25,000 of interest income
on  impaired  loans  using the cash  basis of income  recognition.  The  Company
recognized $36,000 of income on impaired loans during the six month period ended
March 31, 2004.

(9) Comprehensive Income
    --------------------

Total comprehensive income amounted to the following for the three and six month
periods ended March 31 (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                                     Three Months Ended   Six Months Ended
                                                                          March 31,           March 31,
                                                                      2005       2004       2005       2004
                                                                    ------------------    -------------------

<S>                                                               <C>        <C>        <C>        <C>
Net Income                                                          $   964    $ 1,314    $ 1,969    $ 2,166
Unrealized holding gains (losses) on investment
securities and mortgage-backed securities available for
sale, net of taxes                                                   (1,223)       964     (1,456)       929
Reclassification adjustment for (gains) losses
included in net income                                                 (202)      (276)      (256)      (335)
                                                                    -------    -------    -------    -------

Comprehensive income/(loss)                                         $  (461)   $ 2,002    $   257    $ 2,760
                                                                    =======    =======    =======    =======
</TABLE>

                                      -10-


<PAGE>

(10) Goodwill and Other Intangible Assets
     ------------------------------------

The Company  performed its annual  goodwill  impairment  test during the quarter
ended March 31, 2005 and it was determined that no adjustments were required.

(11) Guarantees
     ----------

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition or  disclosure,  other than its standby  letters of credit.  Standby
letters of credit written are conditional  commitments  issued by the Company to
guarantee the performance of a customer to a third party. Generally, all letters
of credit,  when issued have  expiration  dates within one year. 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 March 31, 2005
and 2004 for guarantees under standby letters of credit issued is not material.


                                      -11-
<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.

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

Note  1 on  pages  10  through  17  of  the  Company's  2004  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
8 "Allowance for Loan Losses" on page 10 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 pages 17 and 18 herein and
page 49 of the  Company's  2004  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  2004  Annual  Report  to
Shareholders and Note 3 "New Accounting Standards" on page 6 above.

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

Total assets of the Company increased $16.8 million,  or 2.7%, to $644.6 million
at March 31, 2005 from $627.9 million at September 30, 2004. Significant changes
in individual  categories include an increase in securities  held-to-maturity of
$4.9  million and an increase in net loans of $9.4  million.  The  increase  was
driven by a $16.3 million increase in conventional one-to-four family mortgages,
which offset a $9.2 million decline in residential construction loans.

Total  liabilities of the Company  increased  $17.8 million,  or 3.0%, to $603.6
million at March 31, 2005 from $585.8 million at September 30, 2004. Significant
changes  include an  increase  in  short-term  borrowings  of $8.1  million,  an
increase  in  long-term  debt of $4.8  million,  an increase in deposits of $2.1
million, an increase in repurchase  agreements of $1.5 million,  and an increase
in advance  payments by borrowers for taxes and insurance of $1.0 million.


                                      -12-
<PAGE>

Stockholders'  equity decreased $1.1 million,  or 2.6% to $41.0 million at March
31, 2005,  compared to $42.1 million at September 30, 2004. This result reflects
net income for the six-month period ended March 31, 2005 of $1.97 million, stock
options exercised of $379,000,  and stock issued under the Dividend Reinvestment
Plan of $74,000.  Offsetting  these  increases  were common stock cash dividends
paid of $639,000,  treasury stock purchased of $1.26 million,  and a decrease of
accumulated  other  comprehensive  income  of $1.7  million.  Accumulated  other
comprehensive income decreased from September 30, 2004 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.  Management does not
consider the  unrealized  losses at March 31, 2005, to be other than  temporary.
An  impairment  writedown  of $43,000 was charged to expense  during the current
fiscal  period based on  management's  determination  that the  impairment  on a
government  agency equity security was considered  other than temporary based on
the  regulatory  sanctions  imposed  on the  agency.  Because of  interest  rate
volatility,   the  Company's   accumulated  other  comprehensive   income  could
materially  fluctuate for each interim and year-end period.  Approximately  $3.4
million of the balances in retained  earnings as of March 31, 2005 and September
30, 2004 represent base year bad debt  deductions for tax purposes only, as they
are considered restricted accumulated earnings.

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).

                                                       March 31,   September 30,
                                                         2005          2004
                                                         ----          ----
Non-accrual residential real estate loans
    (one-to-four family)                                $  401        $  777

Non-accrual construction, multi family
    residential and commercial real estate loans           342           269

Non-accrual installment loans                              447           530

Non-accrual commercial business loans                    2,200         2,071
                                                        ------        ------

Total non-performing loans                              $3,390        $3,647
                                                        ======        ======

Total non-performing loans as a percent of
    net loans receivable                                  1.13%         1.26%
                                                        ======        ======

Total foreclosed real estate                            $1,197        $1,517
                                                        ======        ======

Total non-performing loans and foreclosed real
estate as apercent of total assets                        .71%          .82%
                                                        ======        ======


Included  in  non-performing  loans  at  March  31,  2005  are  7  single-family
residential  real estate loans totaling  $401,000,  four  commercial real estate
loans totaling $342,000, 22 home equity and installment loans totaling $447,000,
and 13 commercial business loans totaling $2.2 million.



                                      -13-
<PAGE>

At March 31, 2005,  the Company had an allowance for loan losses of $2.4 million
or .81% of net loans receivable,  as compared to an allowance of $2.6 million or
..90% of net loans  receivable  at September  30, 2004.  The  allowance  for loan
losses equals 72.1% of non-performing  loans at March 31, 2005 compared to 71.5%
at  September  30,  2004.  While the  allowance  for loan losses has  decreased,
management   believes  the  balance  is  adequate   based  on  its  analysis  of
quantitative  and  qualitative  factors  as of March 31,  2005.  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 March 31, 2005 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.

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.


                                      -14-
<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Six Months Ended March 31, 2005 and 2004
           ----------------------------------------------------------

Net Income
----------

Net income for the three  months  ended  March 31, 2005 was  $964,000  ($.35 per
diluted  share)  compared to $1.3 million ($.46 per diluted  share) for the same
period in 2004,  a decrease  of  $350,000  or 26.6 %. The  decrease  reflects an
increase in other operating  expenses of $370,000,  or 12.4%,  and a decrease in
other income of $95,000,  or 8.2%.  Partially  offsetting  these  factors was an
increase in net interest  income of $15,000 or .4%, a decrease in the  provision
for loan losses of $50,000, or 66.7%, and a decrease in the provision for income
taxes of $50,000, or 18.9%.

Net income for the six months ended March 31, 2005 was $1.97  million  ($.71 per
diluted  share)  compared to $2.17 million ($.77 per diluted share) for the same
period in 2004,  a decrease  of  $197,000  or 9.1%.  The  decrease  reflects  an
increase in other operating  expenses of $459,000,  or 7.9%, a decrease in other
income of $123,000, or 6.0%, and an increase in the provision for loan losses of
$75,000 or 60.0%.  Partially  offsetting  these  factors  was an increase in net
interest  income of $431,000 or 6.6% and a decrease in the  provision for income
taxes of $29,000 or 6.0%

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,
decreased  to 2.30% in the three  months  ended March 31, 2005 from 2.40% in the
same period in 2004 as a result of the average yield on total  interest  earning
assets decreasing 1 basis point while the average rate paid on  interest-bearing
liabilities  increased 9 basis  points.  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.

                                                           Three Months Ended
                                                                March 31,
                                                           2005          2004
                                                           ----          ----
Average yield on:
  Mortgage loans                                           6.05%         6.47%
  Mortgage-backed securities                               3.97          3.82
  Installment loans                                        5.83          6.00
  Commercial business loans and leases                     5.73          5.83
  Interest -earning deposits with other institutions,
  investment securities, and FHLB stock (1)                4.62          4.39
                                                           ----          ----
  Total interest-earning assets                            5.13          5.14
                                                           ----          ----
Average rates paid on:
  Savings deposits                                         2.08          2.11
  Borrowed funds                                           3.88          3.80
                                                           ----          ----
  Total interest-bearing liabilities                       2.83          2.74
                                                           ----          ----
Average interest rate spread                               2.30%         2.40%
                                                           ====          ====
Net yield on interest-earning assets                       2.39%         2.49%
                                                           ====          ====

(1)  Interest  income on  tax-exempt  investments  has been adjusted for federal
     income tax purposes using a rate of 34%.

                                      -15-
<PAGE>

The Bank's  tax-equivalent  interest  rate spread  increased to 2.31% in the six
months  ended  March 31,  2005 from 2.29% in the same period in fiscal 2004 as a
result of the average yield on total  interest  earning assets  increasing  more
than the average rate paid on interest-bearing  liabilities. 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.

                                                            Six Months Ended
                                                                March 31,
                                                           2005          2004
                                                           ----          ----
Average yield on:
  Mortgage loans                                           6.04%         6.50%
  Mortgage-backed securities                               3.93          3.39
  Installment loans                                        5.83          6.09
  Commercial business loans and leases                     6.01          5.99
  Interest -earning deposits with other institutions,
  investment securities, and FHLB stock (1)                4.59          4.43
                                                           ----          ----
  Total interest-earning assets                            5.11          5.09
                                                           ----          ----
Average rates paid on:
  Savings deposits                                         2.06          2.16
  Borrowed funds                                           3.82          3.87
                                                           ----          ----
  Total interest-bearing liabilities                       2.80          2.80
                                                           ----          ----
Average interest rate spread                               2.31%         2.29%
                                                           ====          ====
Net yield on interest-earning assets                       2.39%         2.37%
                                                           ====          ====

(1)  Interest  income on  tax-exempt  investments  has been adjusted for federal
     income tax purposes using a rate of 34%.

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

Interest  on loans  increased  $168,000  or 3.9% to $4.5  million  for the three
months  ended March 31, 2005,  compared to the same period in 2004.  Interest on
loans increased  $279,000 or 3.2% to $9.0 million for the six months ended March
31, 2005. The increase for both periods reflects an increase in the average loan
balance  outstanding  during 2005 partially  offset by a decrease in the average
yield earned on the loan portfolio.

Interest  on  mortgage-backed  securities  increased  $215,000  or 18.3% to $1.4
million for the three months  ended March 31, 2005,  compared to the same period
in 2004. Interest on mortgage-backed  securities  increased $640,000 or 30.5% to
$2.7  million for the six months  ended March 31,  2005.  The  increase for both
periods  reflects  an  increase  in  the  average  balance  of   mortgage-backed
securities  owned in the  period as well as an  increase  in the  average  yield
earned on the portfolio.

Interest  on  interest-bearing  demand  deposits  with  other  institutions  and
investment  securities  decreased  $88,000 or 4.5% to $1.9 million for the three
months ended March 31, 2005, as compared to the same period in 2004. Interest on
interest-bearing   demand  deposits  with  other   institutions  and  investment
securities  decreased  $197,000 or 5.1% to $3.7 million for the six months ended
March 31,  2005,  as compared to the same period in 2004.  The decrease for both
periods  reflects a decrease in the average  balance in the portfolio  partially
offset by an increase in the yield earned on these investments.

                                      -16-

<PAGE>

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

Interest  on  deposits  decreased  $60,000  or  3.1%  to  $1.9  million  for the
three-month period ended March 31, 2005, as compared to the same period in 2004.
The decrease reflects a decrease in the average balance of deposits and a slight
decrease in the cost of these deposits.  Interest on deposits decreased $257,000
or 6.5% to $3.7  million  for the  six-month  period  ended March 31,  2005,  as
compared to the same  period in 2004.  The  decrease  reflects a decrease in the
average  balance of deposits  as well as a decrease  in the average  cost of the
deposits.

Interest on subordinated debt increased $35,000 for the three months ended March
31, 2005, as compared to the same period in 2004.  Interest on subordinated debt
increased $58,000 for the six months ended March 31, 2005. The increase for both
periods  reflects an increase in the cost of these  debentures while the average
balance remained unchanged.

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 $356,000 to $543,000 for the three-month
period ended March 31, 2005, as compared to the same period in fiscal 2004.  The
increase reflects an increase in the average balance of these borrowings as well
as an increase in the average cost of these  borrowings.  Interest on short-term
borrowings  increased  $617,000 to $962,000 for the six month period ended March
31, 2005.  The  increase  for both  periods  reflects an increase in the average
balance  of  these  borrowings,  while  the  average  cost of  these  borrowings
decreased slightly.

Interest on long-term debt,  including FHLB fixed rate advances and "Convertible
Select"  advances,  decreased  $51,000,  or 2.9%,  to $1.7 million for the three
months  ended March 31,  2005 as  compared  to the same  period in fiscal  2004.
Interest on long-term debt decreased $127,000,  or 3.6%, to $3.4 million for the
six months  ended March 31, 2005 as compared to the same period in fiscal  2004.
The decrease for both periods  reflects a decrease in the average balance of the
debt, as well as a decrease in the average cost of the debt.

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


Net Interest Income
-------------------

The Company's net interest income increased $15,000 or .43% to $3.5 million, for
the three month period  ended March 31, 2005,  as compared to the same period in
2004.  The  Company's  net interest  income  increased  $431,000 or 6.6% to $7.0
million, for the six months ended March 31, 2005, as compared to the same period
in 2004.  The increase 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 $25,000 for the  three-month  period
ended March 31,  2005,  as  compared to $75,000 for the same period in 2004.  At
March 31,  2005,  the  allowance  for loan  losses  decreased  $166,000 to $2.44
million from $2.61  million at September  30, 2004.  Net loan  charge-offs  were
$129,000  and  $222,000  for the three  months  ended  March 31,  2005 and 2004,
respectively. Net loan charge-offs were $365,000 and $249,000 for the six months
ended March 31, 2005 and 2004, respectively.

                                      -17-
<PAGE>

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 loan 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  $95,000 or 8.2% to $1.1 million,
and  decreased  $123,000 or 6.0% for the three and six month periods ended March
31, 2005,  respectively,  as compared to the same periods in 2004.  Decreases in
other income  primarily  relate to decreased  gains on the sales of  securities,
partially offset by an increase in other income,  including ATM fees and fees on
retail investment sales.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous  loan fees,  decreased  $4,000 or 5.5% to $69,000,  and  decreased
$4,000 or 2.4% to $166,000 for the three and six month  periods  ended March 31,
2005, as compared to the same periods in 2004.

Net gains on the sales of  securities  were  $348,000 and $430,000 for the three
and six month periods ended March 31, 2005, as compared to gains of $419,000 and
$508,000  in the same  periods  in fiscal  2004.  Such  sales were made from the
available-for-sale  portfolio as part of management's asset/liability management
strategies.

Writedowns of securities  were $43,000 for the three and six month periods ended
March 31,  2005.  An  impairment  writedown  was  charged to expense  during the
current fiscal period based on management's determination that the impairment on
its  holding  of a government  agency equity security was considered  other than
temporary based on the regulatory sanctions imposed on the agency. There were no
such writedowns during the prior fiscal periods.

Gain on the sale of loans was  $10,000  and  $15,000 for the three and six month
periods  ended March 31,  2005,  as compared to gains of $11,000 and $28,000 for
the same  periods in fiscal  2004.  The  six-month  period  ended March 31, 2005
results include the sale of approximately $887,000 of fixed rate,  single-family
mortgage loans,  compared to $1.2 million of similar loan sales during the prior
fiscal period.

Deposit service charges and fees decreased $6,000 or 1.9% and $5,000 or .75% for
the three and six month periods ended March 31, 2005, respectively,  as compared
to the same  periods in fiscal  2004.  The decrease in both periods is primarily
attributed to a decrease in the volume of fees collected for returned  checks on
deposit  accounts  and  miscellaneous   fees  collected  on  checking  accounts,
partially  offset by an  increase in the  service  charges  assessed on checking
accounts.

Operating Expenses
------------------

Total operating expenses for the three-month period ended March 31, 2005 totaled
$3.4  million  compared  to $3.0  million  for the same  period  in 2004.  Total
operating  expenses  for the six month  period ended March 31, 2005 totaled $6.2
million  compared  to $5.8  million  for the same  period  in fiscal  2004.  The
increase for both periods is due  primarily to a loss  recognized  on a customer
fraud and an increase in compensation and benefits expense,  partially offset by
a decrease  in the net loss on  foreclosed  real  estate and a decrease in other
operating expenses.

                                      -18-
<PAGE>

Included in other operating expenses for the quarter ended March 31, 2005, was a
pre-tax charge of $430,000  related to a check kiting fraud  discovered in March
attributable  to one business  customer.  While a portion or all of the loss may
ultimately  be  recovered,  the  customer was unable to provide  restitution  or
adequate  collateral  at this time and the timing and amount of any  recovery is
therefore uncertain.

Compensation  and benefits  expense was $1.82 million for the three month period
ended  March 31,  2005  compared  to $1.76  million for the same period in 2004.
Compensation  and  benefits  expense was $3.64  million for the six month period
ended March 31, 2005 compared to $3.52 million for the same period in 2004.  The
increase  in both  periods  is due  primarily  to normal  salary  increases  for
employees and increases in the cost of health insurance.

Net loss on foreclosed  real estate was $63,000 and $111,000 for the three month
periods ended March 31, 2005 and 2004, respectively. Net loss on foreclosed real
estate was $82,000 and $113,000 for the six month  periods  ended March 31, 2005
and 2004,  respectively.  The  results  reflect  the costs  associated  with the
holding and disposition of properties during the periods. At March 31, 2005, the
Bank had 17 single-family residential properties, all of which were owned by the
same  borrower  as  investment  properties,   and  two  commercial  real  estate
properties classified as foreclosed real estate.

Other  operating  expenses  were $584,000 for the three month period ended March
31,  2005  compared to $650,000  for the same  period in 2004.  Other  operating
expenses  was  $1.16  million  for the six month  period  ended  March 31,  2005
compared to $1.2  million for the six month  period  ended March 31,  2004.  The
decrease in both periods is attributed  to a decrease in the service  charges on
the Company's bank accounts,  a decrease in the balances of NOW accounts charged
off,  and a  decrease  in legal  expense,  partially  offset by an  increase  in
consulting fees and an increase in the ATM over and short expenses.


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

Total  income tax expense for the  three-month  period  ended March 31, 2005 was
$214,000 compared to $264,000 for the same 2004 period.  The effective tax rates
for the  three-month  periods  ended March 31, 2005 and 2004 were  approximately
18.2% and 16.7%, respectively. Total income tax expense for the six-month period
ended March 31, 2005 was $455,000  compared to $484,000 for the same fiscal 2004
period.  The effective tax rates for the six-month  periods ended March 31, 2005
and 2004 were  approximately  18.8% and 18.3%,  respectively.  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 March 31, 2005 was
$2.1 million and $427,000, respectively,  compared to $2.4 million and $519,000,
respectively, for the three-month period ended March 31, 2004. State and federal
tax-exempt income for the six-month period ended March 31, 2005 was $4.0 million
and  $856,000,  respectively,   compared  to  $4.3  million  and  $1.1  million,
respectively, for the six-month period ended March 31, 2004.


                                      -19-
<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
2003.  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 March 31, 2005, the
Company had Tier 1 capital as a percentage of risk-weighted assets of 13.20% and
total risk-based capital as a percentage of risk-weighted assets of 13.90%.

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 March 31, 2005,
the Company had a Leverage Ratio of 7.57%.

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 March 31, 2005,  the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 7.64% 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 March
31, 2005,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 12.79%.


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 March 31,  2005,  the  total of  approved  loan  commitments
amounted  to $3.2  million.  In  addition,  the  Company  had $21.0  million  of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months  totals  approximately  $79.2  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.

                                      -20-

<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:

                                                      March 31,    September 30,
                                                        2005            2004
                                                        ----            ----
                                                           (in thousands)

Commitments to grant loans                            $ 3,226         $13,133
Unfunded commitments under lines of credit             40,363          36,092
Financial and performance standby letters of credit       295             175

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition or  disclosure,  other than its standby  letters of credit.  Standby
letters of credit written are conditional  commitments  issued by the Company to
guarantee the performance of a customer to a third party. Generally, all letters
of credit,  when issued have  expiration  dates within one year. 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 March 31, 2005
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 March
          31,  2005  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, 2004.

                                      -21-
<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.   Unregistered Sales of Equity Securities and Use of Proceeds

          Not Applicable


Item 3.   Defaults Upon Senior Securities

          Not Applicable


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

          On  February  8,  2005,   the  Company  held  its  annual  meeting  of
          stockholders and the following items were presented:

          Election of Director J. Robert Gales,  Director  Charles E.  Nettrour,
          and  Director  William L.  Windisch for a term of 3 years to expire in
          2008.  Director  Gales received  2,305,212  votes in favor and 275,489
          votes withheld;  Director Nettrour  received  2,305,095 votes in favor
          and 275,606 votes withheld;  and Director Windisch received  2,303,266
          votes in favor and 277,435 votes  withheld.  There were no abstentions
          or broker  non-votes.  The  terms of the  office  continued  after the
          meeting: Robert F. Kastelic, Oliver D. Keefer, Richard G. Spencer, and
          Joanne Ross Wilder.

                                      -22-

<PAGE>

          The  Company's   stockholders   also  approved  the  2005  Stock-Based
          Incentive Plan (1,647,126  votes for, 527,094 votes against and 37,847
          abstentions). There were no broker non-votes on the proposal.

Item 5.   Other Information

          (a)  Not applicable.

          (b)  Not applicable.

Item 6.   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 June 30, 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)
         10.15 2005 Stock-Based Incentive Plan (11)
         20.1  Dividend Reinvestment Plan (12)

                                      -23-
<PAGE>

          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

*    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 June 30, 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 from an exhibit in Form S-8 filed with the SEC on
     March 7, 2005.
(12) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.

                                      -24-
<PAGE>


          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:   May 16, 2005          By: /s/ Richard G. Spencer
                                  ----------------------------------------------
                                  Richard G. Spencer
                                  President and Chief Executive Officer


Date:   May 16, 2005          By: /s/ Lisa L. Griffith
                                  ----------------------------------------------
                                  Lisa L. Griffith
                                  Sr. Vice President and Chief Financial Officer


                                      -25-