U.S. Securities and Exchange Commission

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2002
                                                 -------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

    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
                           ---------------------------
                           (Issuer's telephone number)

--------------------------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
                                                                      ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable date:  2,312,845 shares,  par value
                                                    ----------------------------
$0.01, at July 31, 2002
-----------------------




<PAGE>


                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index
<TABLE>

<S>                                                                                                 <C>

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

Item 1.        Financial Statements (Unaudited)

               Consolidated Statements of Financial Condition as of June 30, 2002 and                       1
               September 30, 2001

               Consolidated Statements of Income for the Three and Nine Months Ended                        2
               June 30, 2002 and 2001

               Consolidated Statements of Cash Flows for the Nine Months Ended                            3-4
               June 30, 2002 and 2001

               Consolidated Statements of Changes in Stockholders' Equity for the Nine Months               5
               Ended June 30, 2002 and 2001

               Notes to Consolidated Financial Statements                                                   6

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations       11

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                  19


Part II - Other Information

Item l.        Legal Proceedings                                                                           19

Item 2.        Changes in Securities                                                                       19

Item 3.        Defaults Upon Senior Securities                                                             19

Item 4.        Submission of Matters to a Vote of Security Holders                                         20

Item 5.        Other Information                                                                           20

Item 6.        Exhibits and Reports on Form 8-K                                                            20

Signatures                                                                                                 21


</TABLE>


<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>
                                                               June 30,         September 30,
              Assets                                             2002               2001
              ------                                         ----------         -----------
<S>                                                        <C>                  <C>

Cash and amounts due from depository institutions             $  9,994             $  7,392
Interest-earning demand deposits with other institutions           458                  639
Investment securities held-to-maturity                          38,015               19,835
Investment securities available-for-sale                        91,225               87,893
Mortgage-backed securities held-to-maturity                     38,301               30,675
Mortgage-backed securities available-for-sale                   76,241               62,924
Loans receivable, net  (Notes 6 and 7)                         319,652              318,600
Loans held for sale                                              1,063                  344
Real estate owned, net                                             598                  314
Federal Home Loan Bank stock - at cost                          10,120                9,872
Accrued interest receivable, net                                 3,619                3,433
Office premises and equipment, net                               5,651                5,300
Deferred tax asset                                               1,185                1,221
Goodwill and other intangible assets                             2,747                1,863
Prepaid income taxes                                               310                  377
Prepaid expenses and other assets                                6,079                4,742
                                                            ----------            ---------
       Total Assets                                         $  605,258            $ 555,424
                                                            ===========           =========
    Liabilities and Stockholders' Equity
    ------------------------------------
Liabilities:
   Savings and time deposits                                $  340,353             $313,501
   Federal Home Loan Bank advances                             198,940              184,457
   Guaranteed preferred beneficial interest in
     Company's debentures                                       10,250               10,250
   Securities sold under agreement to repurchase                 6,928                4,599
   Other borrowings                                                272                  474
   Advance deposits by borrowers for
      taxes and insurance                                        3,716                1,320
   Accrued interest payable                                      1,801                1,808
   Securities purchased, but not settled                           999                2,536
   Other accrued expenses and liabilities                        1,851                1,193
                                                            ----------            ---------
       Total Liabilities                                       565,110              520,138
                                                            ----------            ---------

Stockholders' equity (Notes 4 and 5):
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,496,114
      and 2,236,623 shares issued, respectively                     25                   22
   Treasury stock, at cost - 183,287 and
     261,988 shares                                             (2,358)              (3,872)
   Additional paid-in capital                                   15,280               14,789
   Retained earnings - substantially restricted                 25,405               22,887
   Accumulated other comprehensive income (loss),
     net of tax                                                  1,796                1,460
                                                            ----------            ---------
       Total Stockholders' Equity                               40,148               35,286
                                                            ----------            ---------
       Total Liabilities and Stockholders' Equity           $  605,258            $ 555,424
                                                            ==========            =========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      -1-

<PAGE>


                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                  Consolidated Statements of Income (Unaudited)
                  ---------------------------------------------
                      (in thousands, except per share data)

<TABLE>
                                                     Three Months Ended        Nine Months Ended
                                                         June 30,                   June 30,
                                                     ------------------        ------------------
                                                       2002       2001           2002       2001
                                                     -------    -------        -------     ------
<S>                                                <C>       <C>            <C>         <C>

Interest income:
   Loans                                              $5,991    $6,607         $18,148     $20,021
   Mortgage-backed securities                          1,484     1,262           4,242       4,118
   Investment securities                               1,671     1,661           4,966       4,801
   Deposits with other institutions                        7        47              30          71
                                                      ------    ------         -------     -------
      Total interest income                            9,153     9,577          27,386      29,011
                                                      ------    ------         -------     -------
Interest expense:
   Savings deposits                                    2,478     3,311           8,058       9,676
   Guaranteed preferred beneficial interest
      in subordinated debt                               256       256             768         768
   Borrowed funds                                      2,875     3,075           8,677       9,585
                                                      ------     -----         -------     -------
      Total interest expense                           5,609     6,642          17,503      20,029
                                                      ------     -----         -------     -------

Net interest income before provision
   for loan losses                                     3,544     2,935           9,883       8,982
Provision for loan losses                                100       125             300         325
                                                      ------    ------         -------     -------
Net interest income after provision
   for loan losses                                     3,444     2,810           9,583       8,657
                                                      ------    ------         -------     -------
Other income:
   Loan service charges and fees                          93        74             294         201
   Gain(loss) on sale of investment and
      mortgage-backed securities, net                    (29)       96              61         126
   Gain on sale of loans                                  37        35             233          39
   Deposit service charges and fees                      273       178             628         494
   Other operating income                                255       250             768         691
                                                      ------    ------         -------     -------
      Total other income                                 629       633           1,984       1,551
                                                      ------    ------         -------     -------
Operating expenses:
   Compensation and employee benefits                  1,513     1,397           4,507       4,014
   Occupancy and equipment expense                       229       226             645         685
   Depreciation and amortization                         153       158             454         473
   Federal insurance premiums                             17        14              46          44
   Loss on real estate owned, net                         12        14              47          15
   Intangible amortization                                33        31             114          88
   Other operating expenses                              561       512           1,674       1,500
                                                      ------    ------         -------     -------
      Total operating expenses                         2,518     2,352           7,487       6,819
                                                      ------    ------         -------     -------
Income before income tax provision                     1,555     1,091           4,080       3,389

Income tax provision                                     342       240             808         746
                                                      ------    ------         -------     -------
Net income                                            $1,213    $  851         $ 3,272     $ 2,643
                                                      ======    ======         =======     =======
Basic earnings per common share (Note 4)              $  .53    $  .38         $  1.46     $  1.18
                                                      ======    ======         =======     =======
Diluted earnings per common share (Note 4)            $  .51    $  .37         $  1.41     $  1.15
                                                      ======    ======         =======     =======
Dividends per common share                            $  .12    $ .091         $   .36     $  .265
                                                      ======    ======         =======     =======

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       -2-


<PAGE>



                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                                 (in thousands)

<TABLE>


                                                                                    Nine Months Ended June 30,
                                                                                       2002             2001
                                                                                    ---------         --------
<S>                                                                                <C>            <C>

Operating Activities:
--------------------
Net income                                                                            $ 3,272        $ 2,643
Adjustments to reconcile net income to net
cash provided by operating activities:
    Provision for loan losses                                                             300            325
    (Gain) loss on real estate owned                                                       47             15
    Depreciation of premises and equipment                                                454            473
    Deferred loan fee amortization                                                       (226)          (197)
    Amortization of investment and mortgage-backed securities
     discounts/premiums, net                                                              254             26
    Amortization of intangibles                                                           114             88
    Net (gain) loss on sale of investment securities                                      (89)          (119)
    Net (gain) loss on sale of mortgage-backed securities                                  28             (7)
    Net (gain) loss  on sale of loans                                                    (233)           (39)
    Origination of loans held-for-sale                                                (14,593)        (6,994)
    Proceeds from sale of loans held-for-sale                                          14,094          4,466
    (Increase) decrease in interest receivable                                            (45)          (258)
    (Increase) decrease in prepaid income taxes                                            67           (547)
    Increase (decrease) in interest payable                                              (112)          (317)
    Other changes, net                                                                 (1,293)          (195)
                                                                                    ---------       --------
   Net cash provided (used) by operating activities                                     2,039           (637)
                                                                                    ---------       --------

Investing Activities:
    Proceeds from sales of investment securities available-for-sale                    12,626          3,885
    Proceeds from maturities and principal repayments of
       Investment securities available-for-sale                                         9,990          3,736
    Purchases of investment securities available-for-sale                             (22,546)       (23,945)
    Proceeds from sales of mortgage-backed securities available-for-sale                2,691         11,654
    Proceeds from maturities and principal repayments of  mortgage-
       backed securities available-for-sale                                            14,927          9,726
    Purchases of mortgage-backed securities available-for-sale                        (31,897)        (2,002)
    Proceeds from maturities and principal repayments of investment
       securities held-to-maturity                                                      1,000             --
    Purchases of investment securities held-to-maturity                               (17,538)        (9,361)
    Purchases of mortgage-backed securities held-to-maturity                          (22,189)       (18,824)
    Recission of purchase of mortgage-backed securities held-to-maturity (Note 5)       2,516             --
    Proceeds from principal repayments of mortgage-backed
      securities held-to-maturity                                                      11,959          3,812
    Acquisition of Carnegie Financial Corporation, net (Note 9)                           140             --
    Net (increase) decrease in loans                                                   19,797          6,794
    Proceeds from sale of other loans                                                     733            775
    Net redemptions of FHLB stock                                                           3          1,001
    Additions to office premises and equipment                                           (620)           (84)
                                                                                    ---------       --------
 Net cash provided (used) by investing activities                                     (18,408)       (12,833)
                                                                                    ---------       --------
</TABLE>


Continued on page 4.

                                       -3-


<PAGE>


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

<TABLE>

                                                                                    Nine Months Ended June 30,
                                                                                       2002             2001
                                                                                    ---------         --------
<S>                                                                                <C>            <C>

Financing Activities:
--------------------
Net increase (decrease) in savings and time deposits                                     5,851        22,494
Increase (decrease) in reverse repurchase agreements and
  other borrowings                                                                       2,126         1,299
Net increase (decrease) in FHLB advances                                                 9,332        (8,300)
Increase in advance payments by borrowers for
  taxes and insurance                                                                    2,087         2,360
Cash dividends paid                                                                       (753)         (625)
Stock options exercised                                                                    326           101
Proceeds from sale of stock                                                                 54            43
Purchase of treasury stock                                                                (233)       (1,291)
                                                                                     ---------      --------
Net cash provided (used) by financing activities                                        18,790        16,081
                                                                                     ---------      --------

Increase (decrease) in cash and cash equivalents                                         2,421         2,611

Cash and cash equivalents at beginning of period                                         8,031         8,191
                                                                                     ---------      --------
Cash and cash equivalents at end of period
                                                                                     $  10,452      $ 10,802
                                                                                     =========      ========
Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:
  Interest on deposits and other borrowings                                          $  17,510      $ 20,347
  Income taxes                                                                       $     625      $  1,563
                                                                                     ---------      --------
Transfer of loans to real estate owned                                               $     777      $    550
                                                                                     ---------      --------
The Company purchased all of the common stock of Carnegie
  Financial Corporation for $3.2 million. In conjunction
  with the acquisition, the assets acquired and liabilities
  assumed were as follows:

Fair value of assets acquired                                                        $  29,433      $     --
Fair value of liabilities assumed                                                    $ (27,199)     $     --
Common stock issued in exchange for Carnegie
  Financial Corporation stock                                                        $  (1,666)     $     --
Cash paid for Carnegie Financial Corporation stock                                   $  (1,567)     $     --
                                                                                     ---------      --------
Cash paid and liabilities assumed in excess of assets acquired                       $    (999)     $     --
                                                                                     ---------      --------

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       -4-


<PAGE>



                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
     Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
                                 (in thousands)


<TABLE>
                                                                                  Accumulated
                                                                                    Other
                                               Additional                        Comprehensive
                                       Common    Paid-In   Treasury   Retained    Income (Loss)
                                        Stock    Capital    Stock     Earnings     Net of Tax         Total
=====================================  ======  ==========  ========  =========   ==============    ===========

<S>                                <C>       <C>        <C>        <C>           <C>              <C>


Balance at September 30, 2000          $  22    $ 14,524   $(1,680)   $ 20,106      $ (3,385)        $29,587
Comprehensive income:
  Net income                                                             2,643                         2,643
  Other comprehensive income,
    net of tax of $1,805                                                               3,503           3,503
  Reclassification adjustment,
    Net of tax of $(43)                                                                  (83)            (83)
                                       -----    --------   -------    --------      --------         -------
Total comprehensive income                --          --        --       2,643         3,420           6,063

Cash dividends paid                                                       (625)                         (625)
Treasury stock purchased -
   90,596 shares                                            (1,291)                                   (1,291)
 Contribution of stock to ESOP -
     8,140 shares                                               94          (1)                           93
 Sale of stock through Dividend
    Reinvestment Plan                                 43                                                  43

 Stock options exercised                             101                                                 101
                                       -----    --------   -------    --------      --------         -------
Balance at June 30, 2001               $  22    $ 14,688   $(2,877)   $ 22,123      $     35         $33,971
                                       =====    ========   =======    ========      ========         =======

Balance at September 30, 2001          $  22    $ 14,789   $(3,872)   $ 22,887      $  1,460         $35,286

Comprehensive income:
  Net income                                                             3,272                         3,272
  Other comprehensive income,
    net of tax of $194                                                                   377             377
  Reclassification adjustment,
    Net of tax of ($31)                                                                  (41)            (41)
                                       -----    --------   -------    --------      --------         -------
Total comprehensive income                --          --        --       3,272           336           3,608

Acquisition of Carnegie                              105     1,561                                     1,666

Stock dividend paid                        2          (2)                                                 --

 Cash dividends paid                                                      (754)                         (754)
 Treasury stock purchased -
       15,000 shares                                          (233)                                     (233)

 Contribution of stock to ESOP -
         12,000 shares                                 9       186                                       195
 Sale of stock through Dividend
       Reinvestment Plan                              54                                                  54

 Stock options exercised                   1         326                                                 326
                                       -----    --------   -------    --------      --------         -------
Balance at June 30, 2002               $  25    $ 15,280   $(2,358)   $ 25,405      $  1,796         $40,148
                                       =====    ========   ========   ========      ========         =======

</TABLE>


                                       -5-


<PAGE>



                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                      September 30, 2001 and June 30, 2002

(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") and FB Capital Trust
(the "Trust"). All significant 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,
2001.  The results for the three and nine month  periods ended June 30, 2002 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending September 30, 2002 or any future interim period.

(3) New Accounting Standards
    ------------------------

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. Statement No. 141 also
specifies  certain  criteria  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 will  require  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 will also require 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. 121,  "Accounting  for  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be  Disposed  Of." Upon  adoption,  the  Company  expects to no longer
amortize goodwill, but will test goodwill for impairment prospectively.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets",  which  addresses  financial  accounting  and
reporting  for the  impairment or disposal of  long-lived  assets.  SFAS No. 144
supersedes SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  Be  Disposed  Of,"  however,  it  retains  many  of  the
fundamental  provisions of that Statement.  SFAS No. 144 is effective for fiscal
years  beginning  after  December 15, 2001.  The adoption of SFAS No. 144 is not
expected  to have a material  effect on the  financial  condition  or results of
operations of the Company.


                                       -6-


<PAGE>




In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections".
The  provisions of this  statement  related to the  rescission of SFAS No. 4 are
effective  for fiscal years  beginning  after May 15, 2002.  Management  has not
determined the impact of applying these  provisions.  Certain  provisions of the
statement relating to SFAS No. 13 are effective for transactions occurring after
May 15, 2002. All other  provisions of the statement are effective for financial
statements  issued on or after May 15, 2002.  These  provisions had no impact on
the Company's financial statements.

(4) Earnings Per Share
    ------------------

Basic 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 November 28, 2000 and May 28, 2002. The
following  table sets forth the  computation  of basic and diluted  earnings per
share (amounts in thousands, except per share data):

<TABLE>

                                                         Three Months                 Nine Months
                                                         Ended June 30,              Ended June 30,
                                                      ---------------------        -------------------
                                                         2002         2001           2002       2001
                                                      ---------     -------        --------   --------
<S>                                                <C>           <C>            <C>        <C>

Numerator:
Net Income                                             $ 1,213       $ 851          $3,272     $2,643
                                                       -------       -----          ------     ------
  Numerator for basic and diluted
  earnings per share                                   $ 1,213       $ 851          $3,272     $2,643
                                                       -------       -----          ------     ------
Denominator:
  Denominator for basic earnings per                     2,304       2,266           2,238      2,248
  share - weighted average shares
Effect of dilutive securities:
  Employee stock options                                    82          52              79         52
                                                       -------       -----          ------     ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                         2,386       2,318           2,317      2,300
                                                       -------      ------          ------     ------
Basic earnings per share                                $  .53      $  .38           $1.46      $1.18
                                                        ------      ------           -----      -----
Diluted earnings per share                              $  .51      $  .37           $1.41      $1.15
                                                        ------      ------           -----      -----


</TABLE>




                                       -7-


<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  for   securities
available-for-sale are reported as accumulated other comprehensive income (loss)
in  stockholders'  equity.  Unrealized  gains of $1.8  million,  net of tax,  on
investments  classified as available-for-sale are recorded at June 30, 2002. The
Company  had no  securities  classified  as  trading  as of June  30,  2002  and
September 30, 2001.

During the quarter  ended  December  31, 2001,  $2.5 million of  mortgage-backed
securities classified by the Company as held-to-maturity were repurchased by the
selling  dealer due to  misrepresentations  by the selling dealer as to the risk
characteristics and structure of the securities.  The Company did not anticipate
this  event  and  believes  this  was an  isolated,  nonrecurring,  and  unusual
circumstance.  The  securities  were  repurchased by the dealer at the Company's
original cost, thus no gain or loss was recorded.


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

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


                                                    June 30,      September 30,
                                                      2002             2001
                                                   ----------     -------------
First  mortgage loans:
               Conventional:
                   1-4 family dwellings             $177,788         $189,626
                   Multi-family dwellings              7,445            6,400
               Commercial                             28,289           23,775
               Construction:
                   Residential                         9,923            4,577
                   Commercial                          4,368            4,706
                                                       -----            -----
                                                     227,813          229,084
                                                     -------          -------
Less:
               Loans in process                      (6,652)          (6,341)
               Unearned discounts and fees           (1,390)          (1,831)
                                                     -------          -------
                                                     219,771          220,912
                                                     -------          -------
Installment loans:
               Home equity                            59,312           64,208
               Consumer loans                          1,449            1,594
               Other                                   1,974            1,923
                                                       -----            -----
                                                      62,735           67,725
                                                      ------           ------
Commercial business loans and leases:
               Commercial business loans              35,978           27,793
               Commercial leases                       4,302            5,041
                                                       -----            -----
                                                      40,280           32,834
                                                      ------           ------

Less:  Allowance for loan losses                     (3,134)          (2,871)
                                                     -------          -------

               Loans receivable, net                $319,652         $318,600
                                                    --------         --------



                                       -8-

<PAGE>

(7) Allowance for Loan Losses
    -------------------------

Changes in the allowance for loan losses for the nine months ended June 30, 2002
and the fiscal year ended September 30, 2001 are as follows (dollar amounts in
thousands):

                                                        June 30,   September 30,
                                                       ---------   -------------
                                                          2002          2001
                                                        --------      -------
 Balance at beginning of period                          $2,871       $2,910
 Allowance for loan losses of Carnegie Savings Bank         204           --
 Provision for loan losses                                  300          475
 Charge-offs                                               (423)        (645)
 Recoveries                                                 182          131
                                                        -------      -------
 Balance at end of period                                $3,134       $2,871
                                                        -------       ------


The  provision  for loan  losses  charged to expense is based upon past loan and
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 June 30, 2002,  the recorded  investment  in loans that are  considered to be
impaired  under SFAS No. 114 was $1.3  million  compared to $407,000 at June 30,
2001. Included in the current amount is $580,000 of impaired loans for which the
related  allowance  for loan losses is $87,000,  and $749,000 of impaired  loans
that as a result of  write-downs  do not have an allowance for loan losses.  The
average recorded  investment in impaired loans during the nine months ended June
30, 2002 was $1.7 million  compared to $446,000 for the same period in the prior
year.  For the nine months  ended June 30, 2002,  as well as June 30, 2001,  the
Company  recognized no interest  income on those  impaired  loans using the cash
basis of income recognition.


                                       -9-


<PAGE>

(8) Comprehensive Income
    --------------------

Total  comprehensive  income  amounted  to  the  following  for  the  three  and
nine-month periods ended June 30 (dollar amounts in thousands):

<TABLE>

                                                           Three Months Ended                 Nine Months Ended
                                                                June 30,                           June 30,
                                                              2002          2001              2002          2001
                                                           -----------   -----------      -----------   -----------
<S>                                                        <C>           <C>             <C>            <C>

Net Income                                                    $ 1,213       $   851         $ 3,272        $ 2,643
Change in unrealized gains (losses) on investment
securities and mortgage-backed securities available
for sale, net of taxes
                                                              $ 1,923       $  (397)        $   336        $ 3,420
                                                              -------       -------         -------        -------

Comprehensive income (loss)                                   $ 3,136       $   454         $ 3,608        $ 6,063
                                                              =======       =======         =======        =======

</TABLE>



(9) Acquisition
    -----------

The acquisition of Carnegie Financial Corporation  ("Carnegie") was completed on
February 22, 2002. The  acquisition  was accounted for under the purchase method
of accounting and, accordingly,  the results of operations of Carnegie have been
included in the Company's  consolidated  financial  statements from February 22,
2002. The Company acquired loans with a fair market value of approximately $21.9
million and deposits with a fair market value of approximately  $21.0 million in
the transaction.  Goodwill and other core deposit  intangibles  arising from the
transaction were approximately $1.0 million.

(10) Subsequent Event
     ----------------

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 First  Pennsylvania will merge with and into Fidelity Bank.
Pursuant   to   the   Agreement,   First   Pennsylvania   will   convert   to  a
Pennsylvania-chartered  stock savings institution and simultaneously  merge with
and into  Fidelity  Bank.  Upon  completion  of the merger,  Fidelity  Bank will
acquire  all  of  the  assets  and  assume  all  of  the  liabilities  of  First
Pennsylvania.  Additionally,  all deposit accounts of First  Pennsylvania  shall
become deposit accounts of Fidelity Bank without changing the respective  terms,
minimum  required  balances,  or withdrawal  value.  The Agreement is subject to
regulatory  approval  but is not  subject to  approval  by First  Pennsylvania's
depositors or the  stockholders  of Fidelity  Bancorp.  At June 30, 2002,  First
Pennsylvania  had total  assets and equity of $26.7  million  and $1.6  million,
respectively.  The merger is expected to be consummated during the first quarter
of fiscal 2003.



                                      -10-

<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 (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 February 22, 2002, the Company completed it acquisition of Carnegie Financial
Corporation  ("Carnegie").  See Note 9 to the Consolidated Financial Statements.
Additionally,  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 First  Pennsylvania will merge with and
into the Bank. The merger is expected to be consummated during the first quarter
of fiscal 2003. See Note 10 to Consolidated Financial Statements.

On July 30, 2002 the President  signed into law the  Sarbanes-Oxley  Act of 2002
(the  "Act"),  following  an  investigative  order  proposed by the SEC on chief
financial officers and chief executive officers of 947 large public companies on
June 27, 2002. Additional regulations are expected to be promulgated by the SEC.
As a result  of the  accounting  restatements  by large  public  companies,  the
passage  of the Act and  regulations  expected  to be  implemented  by the  SEC,
publicly-registered   companies,  such  as  the  Company,  will  be  subject  to
additional reporting  regulations and disclosure.  These new regulations,  which
are  intended to curtail  corporate  fraud,  will  require  certain  officers to
personally certify certain SEC filings and financial  statements and may require
additional measures to be taken by our outside auditors, officers and directors.
The  loss of  investor  confidence  in the  stock  market  and the new  laws and
regulations  will  increase  non-interest  expenses  of the  Company  and  could
adversely affect the prices of publicly-traded stocks, such as the Company.

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

Total assets of the Company at June 30, 2002 and  September 30, 2001 were $605.3
million  and $555.4  million  including  total  securities  and  mortgage-backed
securities of $243.8  million and $201.3 million and net loans of $319.7 million
and $318.6 million,  respectively.  At March 31, 2002,  total assets were $592.4
million,  including total  securities and  mortgage-backed  securities of $221.6
million and net loans of $322.8 million. Total savings and time deposits at June
30, 2002 and  September  30, 2001 were $340.4  million and $313.5  million,  and
Federal Home Loan Bank ("FHLB")  Advances of $198.9 million and $184.5  million,
respectively.  Total  savings  and time  deposits  at March 31, 2002 were $340.2
million and FHLB advances were $189.7 million.


                                      -11-

<PAGE>

Total assets  increased  $49.8  million,  or 9.0%, to $605.3 million at June 30,
2002 from September 30, 2001. The overall increase is primarily due to increases
in investment  securities  held-to-maturity  of $18.2  million,  mortgage-backed
securities  available-for-sale of $13.3 million, and mortgage-backed  securities
held-to-maturity  of $7.6 million.  Net loans remained  relatively  constant for
both periods due to the Company's initiation of a program in fiscal 2001 to sell
a portion of first  mortgage  loans  originated  in the  secondary  market.  See
"Interest Income".

Total  liabilities  increased $45.0 million,  or 8.7%, to $565.1 million at June
30, 2002 from $520.1  million at  September  30, 2001.  The increase  reflects a
$26.9 million increase in savings and time deposits, of which $21.0 million were
assumed in connection  with the  acquisition of Carnegie  during the 2002 second
quarter. Additionally,  FHLB advances increased $14.5 million which were used to
fund asset growth.

Stockholders'  equity  increased  $4.8 million or 13.6% to $40.1 million at June
30, 2002,  compared to $35.3 million at September 30, 2001. This result reflects
net income for the nine month period ended June 30, 2002 of $3.3  million,  $1.7
million of stock  issued  during the  acquisition  of  Carnegie,  stock  options
exercised of $326,000,  stock  issued  under the Dividend  Reinvestment  Plan of
$54,000, and stock contributed to the Employee Stock Ownership Plan of $195,000,
and  an  increase  of  accumulated  other  comprehensive   income  of  $336,000.
Offsetting these increases were common stock cash dividends paid of $754,000 and
the  purchase  of  treasury  stock  at  cost  for  $233,000.  Accumulated  other
comprehensive income increased from September 30, 2001 as a result of changes in
the  net  unrealized  gains  on  the  available-for-sale  securities  due to the
fluctuations  in  interest  rates  as well as a  decrease  in  unrealized  gains
realized  upon the sale of  available-for-sale  securities  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.

Non-Performing Assets
---------------------

The following table sets forth information  regarding non-accrual loans and real
estate owned by the Company at the dates indicated. The Company did not have any
accruing  loans  which  were 90 days or more  overdue  or any loans  which  were
classified as troubled debt  restructuring  during the periods presented (dollar
amounts in thousands).

<TABLE>
                                                         June 30,        September 30,
                                                           2002              2001
                                                        ----------       -------------
<S>                                                     <C>               <C>

Non-accrual residential real estate loans
    (one-to-four family)                                   $  625            $  110

Non-accrual construction, multi family
    Residential and commercial real estate loans              221               814

Non-accrual installment loans                                 169               242

Non-accrual commercial business loans                       1,107             1,182
                                                           ------            ------

Total non-performing loans                                 $2,122            $2,348
                                                           ======            ======
Total non-performing loans as a percent of
    net loans receivable                                     .66%              .71%
                                                             ====              ====

Total real estate owned                                      $598              $314
                                                             ====              ====
Total non-performing loans and real estate
    Owned as a percent of total assets                       .45%              .48%
                                                             ====              ====

</TABLE>

                                      -12-


<PAGE>


Included  in  non-performing  loans  at June 30,  2002  are  nine  single-family
residential  real estate loans totaling  $625,000,  two  commercial  real estate
loans totaling $221,000, 14 home equity and installment loans totaling $169,000,
and ten commercial business loans totaling $1.1 million.

Non-accrual  construction,  multi-family  residential and commercial real estate
loans totaled  $221,000 at June 30, 2002,  compared to $814,000 at September 30,
2001, a decrease of  $593,000.  The  decrease is  primarily  attributed  to four
commercial real estate loans totaling  $642,000 being transferred to real estate
owned during the  nine-month  period ending June 30, 2002.  Upon the transfer to
real estate owned,  approximately  $66,000 was charged off through the allowance
for loan losses. These loans were previously  non-performing and were foreclosed
upon due to the borrowers filing bankruptcy.

At June 30, 2002,  the Company had an allowance  for loan losses of $3.1 million
or .98% of net loans receivable,  as compared to an allowance of $2.9 million or
..90% of net loans  receivable  at September  30, 2001.  The  allowance  for loan
losses equals 147.7% of non-performing loans at June 30, 2002 compared to 122.3%
at September 30, 2001.

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 June 30, 2002 is appropriate. See also
"Provision for Loan Losses."



                                      -13-


<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Nine Months Ended June 30, 2002 and 2001
           ----------------------------------------------------------

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

Net income for the three months ended June 30, 2002 was $1.2 million compared to
$851,000  for the same  period in 2001,  an  increase of $362,000 or 42.5 %. The
increase  reflects an increase in net  interest  income of $609,000 or 20.8%,  a
decrease  in the  provision  for loan  losses of  $25,000  or  20.0%.  Partially
offsetting  these  factors was a decrease in other  income of 4,000,  or .6%, an
increase in other operating expenses of $166,000 or 7.1%, and an increase in the
provision for income taxes of $102,000 or 42.5%.

Net income for the nine months ended June 30, 2002 was $3.3 million  compared to
$2.6 million for the same period in 2001, an increase of $629,000 or 23.8%.  The
increase  reflects an increase in net  interest  income of $901,000 or 10.0%,  a
decrease in the provision for loan losses of $25,000 or 7.7%, and an increase in
other income of $433,000 or 27.9%.  Partially  offsetting  these  factors was an
increase in other operating  expenses of $668,000 or 9.8% and an increase in the
provision for income taxes of $62,000 or 8.3%.

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 2.54% in the three  months  ended June 30,  2002 from 2.21% in the
same period in 2001. 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
                                                          June 30,
                                                      2002        2001
                                                      ----        ----
Average yield on:
  Mortgage loans                                      7.32%       7.64%
  Mortgage-backed securities                          5.44        6.19
  Installment loans                                   7.61        8.13
  Commercial business loans and leases                7.32        8.58
  Interest-earning deposits with other
  institutions, investment securities, and
  FHLB stock (1)                                      5.68        6.64
                                                      ----        ----
  Total interest-earning assets                       6.60        7.33
                                                      ----        ----

Average rates paid on:
  Savings deposits                                    2.93        4.29
  Borrowed funds                                      5.60        6.15
                                                      ----        ----
  Total interest-bearing liabilities                  4.06        5.12
                                                      ----        ----

Average interest rate spread                          2.54%       2.21%
                                                      ====        ====

Net yield on interest-earning assets                  2.67%       2.37%
                                                      ====        ====

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



                                      -14-


<PAGE>



The Bank's  tax-equivalent  interest rate spread  increased to 2.43% in the nine
months  ended June 30,  2002 from 2.27% in the same period in fiscal  2001.  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.

                                                  Nine Months Ended June 30,
                                                    2002              2001
                                                    ----              ----
Average yield on:
  Mortgage loans                                    7.42%             7.60%
  Mortgage-backed securities                        5.61              6.57
  Installment loans                                 7.70              8.21
  Commercial business loans and leases              7.64              9.01
  Interest -earning deposits with other
  institutions, investment securities, and
  FHLB stock (1)                                    5.91              6.89
                                                    ----              ----
  Total interest-earning assets                     6.78              7.46
                                                    ----              ----

Average rates paid on:
  Savings deposits                                  3.30              4.30
  Borrowed funds                                    5.78              6.27
                                                    ----              ----
  Total interest-bearing liabilities                4.35              5.19
                                                    ----              ----

Average interest rate spread                       2.43%              2.27%
                                                   ====               ====

Net yield on interest-earning assets               2.58%              2.42%
                                                   ====               ====

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


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

Interest  on loans  decreased  $616,000  or 9.3% to $6.0  million  for the three
months  ended June 30, 2002,  compared to the same period in 2001.  The decrease
reflects a decrease in the average loan balance  outstanding during 2002 as well
as a decrease in the net yield earned on the loan  portfolio.  Interest on loans
decreased  $1.9 million or 9.4% to $18.1  million for the nine months ended June
30,  2002,  compared  to the  same  period  in  fiscal  2001.  The  decrease  is
attributable  to a decrease in the average loan balance  outstanding  during the
2002 period as well as a decrease in the net yield earned on these assets in the
fiscal 2002 period as  compared to the same period in fiscal  2001.  The Company
acquired  $21.9  million  in net loans with the  purchase  of  Carnegie  and the
Company originated $81.6 million in new loans, however, these increases in loans
were  offset by $86.7  million  of loan  prepayments  and $14.6  million in loan
sales, thus accounting for the decrease in the average loan balance  outstanding
for  the  2002  periods.   Higher  levels  of  principal  repayments  have  been
experienced due to the lower interest rate environment during the current fiscal
period.   In  addition,   the  current  fiscal  period   reflects  the  sale  of
approximately  $13.9  million  of fixed  rate,  single  family  mortgage  loans,
compared to $4.3 million of similar loan sales during the prior fiscal period.


                                      -15-


<PAGE>

Interest  on  mortgage-backed  securities  increased  $222,000  or 17.6% to $1.5
million and $124,000 or 3.0% to $4.2 million for the three and nine months ended
June 30,  2002,  respectively,  as  compared  to the same  periods in 2001.  The
increase for both the three and nine month periods ended June 30, 2002, reflects
an increase in the average balance of  mortgage-backed  securities  owned in the
period,  partially  offset by a  decrease  in the  average  yield  earned on the
portfolio.  The fair market value of  mortgage-backed  securities  acquired from
Carnegie was approximately  $811,000,  however, the Company sold $746,000 of the
securities during the same period,  thus the acquisition did not have a material
impact on interest on mortgage-backed securities during the fiscal 2002 periods.

Interest on  interest-earning  deposits with other  institutions  and investment
securities  decreased $30,000 or 1.8% to $1.7 million and increased  $124,000 or
2.5% to $5.0 million for the three and  nine-month  periods ended June 30, 2002,
respectively,  as  compared  to the same period in 2001.  The  decrease  for the
three-month period ended June 30, 2002,  reflects a decrease in the yield earned
on these  investments  partially offset by an increase in the average balance in
the  portfolio.  The  increase  for the  nine-month  period ended June 30, 2002,
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 $1.6 million and investment  securities of $2.0, net of sales,  were acquired
with the purchase of Carnegie,  thus contributing to the increase in the average
balance in the portfolio during the 2002 periods.

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

Interest  on  savings  and time  deposits  decreased  $833,000  or 25.2% to $2.5
million and  decreased  $1.6  million or 16.7% to $8.1 million for the three and
nine-month  periods ended June 30, 2002,  respectively,  as compared to the same
periods in fiscal 2001.  The decrease for both the three and nine month  periods
in fiscal 2002 as  compared  to fiscal  2001  reflects a decrease in the average
cost of the deposits,  partially offset by an increase in the average balance of
savings deposits.  The increase in the average balance of deposits also reflects
the  approximately  $21.0  million of  deposits  assumed  from the new  Carnegie
branch.

Interest  on  borrowed  funds  decreased  $200,000  or 6.5% to $2.9  million and
$908,000 or 9.5% to $8.7 million for the three and nine-month periods ended June
30, 2002,  respectively,  as compared to the same  periods in fiscal  2001.  The
decrease  for the three  month  period in fiscal 2002 as compared to fiscal 2001
reflects a decrease in the cost of Federal Home Loan Bank ("FHLB")  advances and
reverse  repurchase  agreements,  partially offset by an increase in the average
balance of advances  outstanding during the fiscal 2002 period. The decrease for
the nine month  period in fiscal  2002 as  compared  to fiscal  2001  reflects a
decrease in the cost of Federal  Home Loan Bank  ("FHLB")  advances  and reverse
repurchase agreements,  as well as a decrease in the balance of these borrowings
outstanding  during the fiscal 2002  period.  The Company  continues  to rely on
these advances and repurchase  agreements 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
$609,000  or 20.8%  to $3.5  million  and  increased  $901,000  or 10.0% to $9.9
million for the three and nine-month periods ended June 30, 2002,  respectively,
as compared to the same periods in fiscal 2001.  The increase for both the three
and nine month  periods in fiscal  2002 is  attributable  to an  increase in net
interest-earning assets, as well as an increased interest rate spread.


                                      -16-

<PAGE>

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

The  provision  for loan losses  decreased  $25,000 to $100,000,  and $25,000 to
$300,000 for the three and nine month periods ended June 30, 2002, respectively,
as compared to the same periods in fiscal 2001. At June 30, 2002,  the allowance
for loan  losses  increased  $263,000  to $3.1  million  from  $2.9  million  at
September 30, 2001. Net loan charge-offs were $46,000 and $320,000 for the three
months ended June 30, 2002 and 2001,  respectively.  Net loan  charge-offs  were
$241,000  and  $514,000  for the  nine  months  ended  June 30,  2002 and  2001,
respectively.

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  $4,000 or .6% to $629,000  and
increased $433,000 or 27.9% to $2.0 million for the three and nine-month periods
ended June 30,  2002,  respectively,  as compared to the same  periods in fiscal
2001. The increase for the nine-month period primarily relates to increased loan
and deposit account service  charges,  as well as increased gains on the sale of
loans.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous  loan fees,  increased  $19,000 or 25.7% to $93,000 and  increased
$93,000 or 46.3% to $294,000 for the three and nine month periods ended June 30,
2002, respectively, as compared to the same periods in fiscal 2001. The increase
for both periods is primarily  attributed  to an increase in the late charges on
loans and an increase in the  collection  of title  insurance  fees on mortgages
originated.

Loss on the sale of investment  and  mortgage-backed  securities was $29,000 for
the three month period ended June 30, 2002,  as compared to a gain of $96,000 in
the same period in 2001. The gain on the sale of investment and  mortgage-backed
securities  was  $61,000  for the nine  month  period  ended June 30,  2002,  as
compared to a gain of $126,000 in the same period in 2001.  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 $37,000 and  $233,000 for the three and nine month
periods  ended June 30, 2002,  respectively,  as compared to $35,000 and $39,000
for the three and nine month periods in 2001,  respectively.  The current fiscal
period reflects the sale of  approximately  $13.9 million of fixed rate,  single
family mortgage  loans,  compared to $4.3 of similar loan sales during the prior
fiscal period.

Deposit  service  charges  and fees  increased  $95,000  or 53.4% and  increased
$134,000  or 27.1% for the three and  nine-month  periods  ended June 30,  2002,
respectively,  as compared to the same periods in fiscal 2001.  The increase for
both  periods  is  primarily  attributed  to an  increase  in the volume of fees
collected for returned checks on deposit accounts.


                                      -17-


<PAGE>

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

Total  operating  expenses for the three and  nine-month  periods ended June 30,
2002  totaled  $2.5  million and $7.5  million,  respectively,  compared to $2.4
million  and $6.8  million,  respectively,  for the same  periods  in 2001.  The
increase in operating expenses of $166,000 for the current three-month period as
compared to the same period in the previous year is due primarily to an increase
in compensation and benefit expense.  When the nine month periods ended June 30,
2002 and 2001 are  compared,  the increase in operating  expenses of $668,000 is
due primarily to an increase in  compensation  and benefit  expense of $493,000,
net loss on real estate owned of $32,000, intangible amortization of $26,000 and
other operating expenses of $174,000. The overall increase in operating expenses
for the current year periods  reflects the purchase  acquisition  of Carnegie in
the 2002 second quarter.

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

Total  income tax expense for the three and  nine-month  periods  ended June 30,
2002 were  $342,000  and  $808,000,  respectively  as compared  to $240,000  and
$746,000,  respectively,  for the same 2001 periods.  The effective tax rate for
the three-month periods ended June 30, 2002 and 2001 was approximately 22.0% for
both periods.  The effective tax rates for the nine-month periods ended June 30,
2002 and 2001 was approximately 19.8% and 22.0%,  respectively.  The decrease in
the  effective  tax rate for the current  nine-month  period is attributed to an
increase in tax-exempt income from the corresponding prior year. Tax expense for
the current  year periods are higher than the  corresponding  prior year periods
primarily due to a higher level of income before taxes.

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 the Trust in 1997.  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 June 30, 2002, the Company
had Tier 1 capital as a percentage of  risk-weighted  assets of 13.09% and total
risk-based capital as a percentage of risk-weighted assets of 13.99%.

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 June 30, 2002,
the Company had a Leverage Ratio of 7.97%.

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 June 30, 2002,  the Bank  complied with the minimum
leverage  ratio  having  Tier 1 capital of 7.11% 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 June 30,
2002, the Bank's total capital to  risk-weighted  assets ratio  calculated under
the FDIC capital requirement was 13.06%.


                                      -18-


<PAGE>

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 June 30, 2002, the total of approved loan commitments amounted
to $4.5 million.  In addition,  the Company had $6.7 million of undisbursed loan
funds at that date. The amount of savings  certificates  which mature during the
next twelve months totals approximately $100.9 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.

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

Certain critical accounting  policies affect the more significant  judgments and
estimates used in the preparation of the consolidated financial statements.  The
Company's  single  most  critical  accounting  policy  relates to the  Company's
allowance for loan losses,  which reflects the estimated  losses  resulting from
the inability of the Company's borrowers to make required loan payments.  If the
financial condition of the Company's borrowers were to deteriorate, resulting in
an impairment of their ability to make payments,  the Company's  estimates would
be updated, and additional  provisions for loan losses may be required.  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 16 herein and
page 44 of the Company's 2001 Annual Report to Shareholders.

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 June 30,
          2002 from the information  presented  under the caption,  Management's
          Discussion  and  Analysis  of  Financial   Condition  and  Results  of
          Operations - Asset and Liability Management, as Exhibit 13 to the Form
          10-K for September 30, 2001.


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


                                      -19-


<PAGE>


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

          Not  Applicable


Item 5.   Other Information

          None


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
           4.    Common Stock Certificate (1)
          10.1   Employee Stock Ownership Plan, as amended (1)
          10.2   1988 Employee Stock Compensation Program (1)
          10.3   1993 Employee Stock Compensation Program (2)
          10.4   1997 Employee Stock Compensation Program (3)
          10.5   1993 Directors' Stock Option Plan (2)
          10.6   Employment Agreement between the company, the Bank and
                   William L. Windisch (1)
          10.7   1998 Group Term Replacement Plan (4)
          10.8   1998 Salary Continuation Plan Agreement by and between
                   W.L. Windisch, the Company and the Bank (4)
          10.9   1998 Salary Continuation Plan Agreement by and between
                   R.G. Spencer, the Company and the Bank (4)
          10.10  1998 Salary Continuation Plan Agreement by and between M.A.
                   Mooney, the Company and the Bank (4)
          10.11  1998 Stock Compensation Plan (5)
          20.1   Dividend Reinvestment Plan (6)
          99     Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
                   Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)       Reports on Form 8-K

          None

(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 from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997
(3)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(4)  Incorporated  by reference  from an exhibit in Form 10-K filed with the SEC
     on December 29, 1998.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(6)  Incorporated  by  reference  from an Exhibit in Form 10-Q on  February  14,
     2000.



                                      -20-


<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:   August 14, 2002                       By: /s/ William L. Windisch
                                                  ------------------------------
                                                  William L. Windisch
                                                  Chairman of the Board and
                                                    Chief Executive Officer


Date:   August 14, 2002                       By: /s/ Lisa L. Griffith
                                                  ------------------------------
                                                  Lisa L. Griffith
                                                  Vice President and Chief
                                                    Financial Officer



                                      -21-