United States 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 March 31, 2003
                                    --------------

[ ] TRANSITION REPORT UNDER 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
                                  ------------
                           (Issuer's telephone number)

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

     Indicate by check mark whether the issuer:  (1) 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 issuer 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 equity, as of the latest practicable date: 2,411,313 shares, par value
                                                     ---------------------------
$0.01, at April 30, 2003
------------------------




<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index

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

Item 1.  Financial Statements (Unaudited)

          Consolidated  Statements  of Financial  Condition                   1
          as of March 31, 2003 and September 30, 2002

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

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

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

          Notes to Consolidated Financial Statements                          6

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

Item 3.   Quantitative and Qualitative Disclosures About                     22
          Market Risk

Item 4.   Controls and Procedures                                            22


Part II - Other Information

Item l.   Legal Proceedings                                                  23

Item 2.   Changes in Securities and Use of Proceeds                          23

Item 3.   Defaults Upon Senior Securities                                    23

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

Item 5.   Other Information                                                  23

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

Signatures                                                                   25


<PAGE>

Part I - Financial Information
Item 1.  Financial Statements

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Financial Condition (Unaudited)
           ----------------------------------------------------------
                        (in thousands except share data)
<TABLE>
<CAPTION>

                                                                       March 31,     September 30,
              Assets                                                     2003             2002
              ------                                                  ----------     ------------
<S>                                                                 <C>             <C>
Cash and amounts due from depository institutions                     $   9,912       $   9,318
Interest-earning demand deposits with other institutions                  6,896          14,516
Investment securities held-to-maturity
  (market value of $50,591 and $41,060)                                  48,859          39,198
Investment securities available-for-sale                                105,623          90,729
Mortgage-backed securities held-to-maturity
  (market value of $58,672 and $43,019)                                  57,982          42,403
Mortgage-backed securities available-for-sale                            80,160          71,656
Loans receivable, net  (Notes 6 and 7)                                  286,747         316,320
Loans held for sale                                                       1,868           1,869
Real estate owned, net                                                      509             658
Federal Home Loan Bank stock - at cost                                   10,767          10,120
Accrued interest receivable                                               3,525           3,711
Office premises and equipment, net                                        6,034           5,696
Deferred tax asset                                                          877             531
Goodwill                                                                  3,093           2,557
Core deposit intangibles                                                    284             154
Prepaid income taxes                                                        117             320
Prepaid expenses and other assets                                         6,265           6,049
                                                                      ---------       ---------
       Total Assets                                                   $ 629,518       $ 615,805
                                                                      =========       =========
              Liabilities and Stockholders' Equity
              ------------------------------------
Liabilities:
   Savings and time deposits                                          $ 370,477       $ 351,406
   Federal Home Loan Bank advances and
        other borrowings                                                188,896         190,834
   Guaranteed preferred beneficial interest in
       Company's debentures                                              10,000          20,250
   Securities sold under agreement to repurchase                          5,516           5,849
   Advance deposits by borrowers for
      taxes and insurance                                                 2,715           1,238
   Accrued interest payable                                               1,552           1,923
   Securities purchased, but not settled                                  3,820              --
   Other accrued expenses and liabilities                                 1,906           1,725
                                                                      ---------       ---------
       Total Liabilities                                                584,882         573,225
                                                                      ---------       ---------

Stockholders' equity (Notes 4 and 5):
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,527,333
      and 2,504,563 shares issued, respectively                              25              25
   Additional paid-in capital                                            15,781          15,458
   Treasury stock, at cost - 98,079 and 183,287 shares                   (1,236)         (2,358)
   Retained earnings - substantially restricted                          27,560          26,282
   Accumulated other comprehensive income,
       net of tax                                                         2,506           3,173
                                                                      ---------       ---------
       Total Stockholders' Equity                                        44,636          42,580
                                                                      ---------       ---------
       Total Liabilities and Stockholders' Equity                     $ 629,518       $ 615,805
                                                                      =========       =========
</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,
                                              -----------------------        -----------------------
                                                2003           2002            2003           2002
                                              --------       --------        --------       --------

<S>                                         <C>            <C>             <C>            <C>
Interest income:
   Loans                                      $  5,298       $  5,972        $ 11,052       $ 12,157
   Mortgage-backed securities                    1,254          1,376           2,627          2,758
   Investment securities                         1,757          1,611           3,431          3,295
   Deposits with other institutions                 19             19              69             23
                                              --------        -------        --------       --------
      Total interest income                      8,328          8,978          17,179         18,233
                                              --------        -------        --------       --------


Interest expense:
   Savings deposits                              2,336          2,575           4,763          5,581
   Guaranteed preferred beneficial interest
      in Company's debentures                      123            256             952            512
   Borrowed funds                                2,592          2,797           5,303          5,801
                                              --------        -------        --------       --------
      Total interest expense                     5,051          5,628          11,018         11,894
                                              --------        -------        --------       --------

Net interest income before provision
   for loan losses                               3,277          3,350            6,161         6,339
Provision for loan losses                           75            100              405           200
                                              --------        -------        --------       --------

Net interest income after provision
   for loan losses                               3,202          3,250            5,756         6,139
                                              --------        -------        --------       --------

Other income:
   Loan service charges and fees                   103             92             235            202
   Gain (loss) on sale of investment and
      mortgage-backed securities, net              161            (14)            388             90
   Gain on sale of loans                            91            113             198            196
   Deposit service charges and fees                276            167             599            355
   Other operating income                          270            266             533            513
                                              --------        -------        --------       --------
      Total other income                           901            624           1,953          1,356
                                              --------        -------        --------       --------

Operating expenses:
   Compensation and employee benefits            1,635          1,482           3,297          2,994
   Occupancy and equipment expense                 269            214             460            416
   Depreciation and amortization                   174            142             344            301
   Federal insurance premiums                       15             15              29             29
   Loss on real estate owned, net                   (3)            22               5             35
   Goodwill amortization                            --             44              --             72
   Core deposit intangible amortization             14             --              22              9
   Other operating expenses                        611            585           1,171          1,114
                                              --------        -------        --------       --------
      Total operating expenses                   2,715          2,504           5,328          4,970
                                              --------        -------        --------       --------

Income before income tax provision               1,388          1,370           2,381          2,525
Income tax provision                               314            268             532            466
                                              --------        -------        --------       --------
Net income                                    $  1,074       $  1,102        $  1,849       $  2,059
                                              ========       ========        ========       ========
Basic earnings per common share (Note 4)      $    .44       $    .49        $    .78       $    .93
                                              ========       ========        ========       ========
Diluted earnings per common share (Note 4)    $    .43       $    .47        $    .75       $    .90
                                              ========       ========        ========       ========
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,
                                                                                       2003              2002
                                                                                     --------          --------
<S>                                                                                <C>               <C>
Operating Activities:
---------------------
     Net income                                                                      $  1,849          $  2,059
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                                                        405               200
         (Gain) loss on real estate owned                                                   5                35
         Depreciation of premises and equipment                                           344               301
         Deferred loan fee amortization                                                  (339)             (174)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                         680               138
         Amortization of intangibles                                                       22                81
         Net (gain) loss on sale of investment securities                                (388)             (139)
         Net (gain) loss on sale of mortgage-backed securities                             --                49
         Net (gain) loss  on sale of loans                                               (198)             (196)
         Origination of loans held-for-sale                                           (11,114)          (12,139)
         Proceeds from sale of loans held-for-sale                                     11,300            11,776
         (Increase) decrease in interest receivable                                       186              (107)
         Increase (decrease) in prepaid income taxes                                      203               (28)
         Increase (decrease) in interest payable                                         (371)             (150)
         Write-off of unamortized debt issuance costs                                     599                --
         Other changes, net                                                            (1,433)             (742)
                                                                                     --------          --------

        Net cash provided by (used in) operating activities                             1,750               964
                                                                                     --------          --------


Investing Activities:
---------------------
     Proceeds from sales of investment securities available-for-sale                    9,003             9,315
     Proceeds from maturities and principal repayments of
        Investment securities available-for-sale                                        7,030             9,990
     Purchases of investment securities available-for-sale                            (31,130)          (15,897)
     Proceeds from sales of mortgage-backed securities available-for-sale                  --             2,669
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                           32,208            10,596
     Purchases of mortgage-backed securities available-for-sale                       (41,549)          (17,226)
     Purchases of investment securities held-to-maturity                              (16,564)          (12,474)
     Proceeds from maturities and principal repayments of
        Investment securities held-to-maturity                                         10,695                --
     Purchases of mortgage-backed securities held-to-maturity                         (36,503)          (16,984)
     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                                                     20,687             8,115
     Net Cash Acquired in the acquisition of Carnegie Financial Corporation, net           --               140
     Net (increase) decrease in loans                                                  29,457            16,846
     Proceeds from sale of other loans                                                     51               601
     Net (purchases) redemptions of FHLB stock                                           (647)              518
     Additions to office premises and equipment                                          (682)             (290)
                                                                                     --------          --------

  Net cash provided by (used in) investing activities                                 (17,944)           (1,565)
                                                                                     --------          --------
</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,
                                                                                       2003              2002
                                                                                     --------          --------
<S>                                                                                <C>               <C>
Financing Activities:
---------------------
Net increase (decrease) in savings and time deposits                                   19,071             5,653
Increase (decrease) in reverse repurchase agreements                                     (333)            1,008
Net increase (decrease) in FHLB advances and other borrowings                          (1,938)              438
Trust preferred securities retired                                                    (10,250)               --
Proceeds from sale of stock in conjunction with the First PA merger                     1,570                --
Increase in advance payments by borrowers for taxes and insurance                       1,477             2,001
Cash dividends paid                                                                      (571)             (472)
Contribution of stock to ESOP                                                              --               195
Stock options exercised                                                                   184               135
Proceeds from sale of stock through Dividend Reinvestment Plan                             44                34
Purchase of treasury stock                                                                (86)             (233)
                                                                                     --------          --------

Net cash provided by (used in) financing activities                                     9,168             8,759
                                                                                     --------          --------

Increase (decrease) in cash and cash equivalents                                       (7,026)            8,158

Cash and cash equivalents at beginning of period                                       23,834             8,031
                                                                                     --------          --------

Cash and cash equivalents at end of period                                           $ 16,808          $ 16,189
                                                                                     ========          ========
Supplemental Disclosure of Cash Flow Information
------------------------------------------------

Cash paid during the period for:
  Interest on deposits and other borrowings                                          $ 11,389          $ 11,938
  Income taxes                                                                       $    524          $    400
                                                                                     --------          --------

Transfer of loans to real estate owned                                               $     --          $    313
                                                                                     --------          --------

Securities purchased, but not settled                                                $  3,820          $     --
                                                                                     --------          --------

The Company acquired First Pennsylvania Savings Association. In conjunction with
the acquisition, the assets acquired and liabilities assumed were as follows:

Fair value of assets acquired                                                        $ 26,239          $     --
Fair value of liabilities assumed                                                    $(26,927)         $     --
                                                                                     --------          --------

Liabilities assumed in excess of assets acquired                                     $   (688)         $     --
                                                                                     --------          --------

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                                                        $     --          $ 29,486
Fair value of liabilities assumed                                                    $     --          $(27,265)
Common stock issued in exchange for Carnegie
  Financial Corporation stock                                                        $     --          $ (1,666)
Cash paid for Carnegie Financial Corporation stock                                   $     --          $ (1,567)
                                                                                     --------          --------

Liabilities assumed in excess of assets acquired                                     $     --          $ (1,012)
                                                                                     --------          --------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       -4-


<PAGE>

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

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

<S>                                <C>         <C>           <C>            <C>            <C>             <C>
Balance at September 30, 2001        $   22      $ 14,789      $ (3,872)      $ 22,887       $ 1,460         $35,286
Comprehensive income:
     Net income                                                                  2,059                         2,059
     Other comprehensive loss,
       net of tax of ($787)                                                                   (1,528)         (1,528)
     Reclassification adjustment,
       Net of tax of ($31)                                                                       (59)            (59)
                                     ------      --------      --------       --------       -------         -------
Total comprehensive income(loss)         --            --            --          2,059        (1,587)            472

Acquisition of Carnegie                               105         1,561                                        1,666

 Cash dividends paid                                                              (472)                         (472)

 Treasury stock purchased -
       15,000 shares                                               (233)                                        (233)

 Contribution of stock to ESOP -                        9           186                                          195
         12,000 shares

 Sale of stock through Dividend
       Reinvestment Plan                               34                                                         34

 Stock options exercised                  1           134                                                        135
                                     ------      --------      --------       --------       -------         -------

Balance at March 31, 2002            $   23      $ 15,071      $ (2,358)      $ 24,474       $  (127)        $37,083
                                     ======      ========      ========       ========       =======         =======

Balance at September 30, 2002        $   25      $ 15,458      $ (2,358)      $ 26,282       $ 3,173         $42,580

Comprehensive income:
     Net income                                                                  1,849                         1,849
     Other comprehensive income,
        net of tax of ($212)                                                                    (411)           (411)
     Reclassification adjustment,
        Net of tax of ($132)                                                                    (256)           (256)
                                     ------      --------      --------       --------       -------         -------
Total comprehensive income               --            --            --          1,849          (667)          1,182

Acquisition of First Pennsylvania                      95         1,208                                        1,303

Cash dividends paid                                                               (571)                         (571)
Treasury stock purchased -
   3,300 shares                                                     (65)                                         (65)
 Sale of stock through Dividend
    Reinvestment Plan                                  44                                                         44

 Stock options exercised                              184           (21)                                         163
                                     ------      --------      --------       --------       -------         -------

Balance at March 31, 2003            $   25      $ 15,781      $ (1,236)      $ 27,560       $ 2,506         $44,636
                                     ======      ========      ========       ========       =======         =======

</TABLE>


See accompanying notes to unaudited consolidated financial statements.

                                       -5-


<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                                 March 31, 2003

(1) Consolidation
    -------------

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

(2) Basis of Presentation
    ---------------------

The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles.  However, all normal recurring adjustments, which, in the opinion of
management,  are necessary for a fair presentation of the financial  statements,
have been included.  These  financial  statements  should be read in conjunction
with  the  audited  financial  statements  and the  accompanying  notes  thereto
included in the Company's  Annual Report for the fiscal year ended September 30,
2002.  The results for the three and six month  periods ended March 31, 2003 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending September 30, 2003 or any future interim period.

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

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 Company adopted SFAS No. 144 as of
October 1, 2002 and it did not have a material effect on the financial condition
or results of operations of the Company.

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.  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.  The  Company  adopted
Statement No. 145 as of October 1, 2002. In November 2002, the Company  reported
the write-off of $599,000 of  unamortized  debt issuance costs as a component of
interest  expense,  whereas  this  write-off  would  have  been  reported  as an
extraordinary loss under SFAS No. 4. In issuing SFAS No. 145, the FASB concluded
that  the  rescission  of  SFAS  No.  4 would  improve  financial  reporting  by
eliminating  a  requirement  to  classify  a normal and  important  part of many
entities'  ongoing  activities to manage interest rate risk as an  extraordinary
item.  (See  "Interest  Expense"  section  of the  Management's  Discussion  and
Analysis of Financial Condition and Results of Operation.)

In  October  2002,  the FASB  issued  SFAS No.  147,  "Acquisitions  of  Certain
Financial Institutions - an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation  No.  9,  "  which  provides   interpretative   guidance  on  the
application of the purchase method to  acquisitions  of financial  institutions.
The provisions of SFAS No. 147 are effective  October 1, 2002.  Adoption of SFAS
No. 147 had no impact on the Company's financial statements.


                                       -6-

<PAGE>

In November 2002, the FASB issued Interpretation No. 45, ("FIN 45") "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness  of Others." This  interpretation  elaborates on the
existing  disclosures  to be made  by a  guarantor  in its  interim  and  annual
financial  statements about its obligations under certain guarantees that it has
issued  ("disclosure  requirements").  This interpretation also clarifies that a
guarantor is required to recognize, at inception of a guarantee, a liability for
the  fair  value  of  the   obligation   undertaken  in  issuing  the  guarantee
("recognition and measurement provisions").  The initial recognition and initial
measurement  provisions  of FIN 45 are  applicable  on a  prospective  basis  to
guarantees   issued  or  modified   after  December  31,  2002.  The  disclosure
requirements  in FIN 45 are effective  for  financial  statements of interim and
annual  periods  ending after  December 15, 2002. The adoption of FIN 45 did not
have a material  effect on the financial  position,  results of  operations,  or
liquidity of the Company.


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

At March 31,  2003,  the Company has several  stock-based  employee and director
compensation  plans,  which are described in Footnote 18 in the  Company's  2002
Annual  Report.  All options  granted  under these plans have an exercise  price
equal to the market value of the  underlying  common stock on the date of grant.
The  Company  applies  APB  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees," and related  interpretations.  Accordingly,  no compensation expense
has been  recognized  for its stock  option  plans.  However,  as required to be
disclosed by SFAS No. 148, the following table  illustrates the pro forma effect
on income and earnings per share if the fair value based method had been applied
to the Company's stock option plans.

<TABLE>
<CAPTION>
                                                             For the three months        For the six months
                                                                ended March 31,             ended March 31,
                                                             ---------------------       ---------------------
                                                               2003         2002           2003         2002
                                                             --------     --------       --------     --------

<S>                                                        <C>          <C>            <C>          <C>
Net income, as reported                                      $ 1,074      $ 1,102        $ 1,849      $ 2,059
Add:  Stock-based compensation expense included in
  reported net income, net of related tax effects                 --           --             --           --
Deduct: Compensation expense from stock options,
  determined under fair value based method,
  net of related tax effects                                    (116)        (101)          (122)        (108)
                                                             -------      -------        -------      -------
Pro forma net income                                         $   958      $ 1,001        $ 1,727      $ 1,951
                                                             =======      ==+====        =======      =======

Earnings per share:
  Basic - as reported                                        $   .44      $   .49        $   .78      $   .93
  Basic - pro forma                                          $   .39      $   .45        $   .73      $   .88
  Diluted - as reported                                      $   .43      $   .47        $   .75      $   .90
  Diluted - pro forma                                        $   .38      $   .43        $   .70      $   .85

</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>

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  This  Statement  amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities  under FASB  Statement No. 133,  "Accounting  for Derivative
Instruments and Hedging  Activities." This Statement is generally  effective for
contracts entered into or modified after June 30, 2003 and hedging relationships
designated after June 30, 2003. The adoption of SFAS 149 is not expected to have
a material effect on the financial position, results of operations, or liquidity
of the Company.

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

Basic  earnings  per share (EPS)  excludes  dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares  outstanding for the period.  Diluted EPS reflects the potential dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or  converted  into common stock or resulted in the issuance of common
stock that then shared in the  earnings of the  Company.  All  weighted  average
share and per share amounts reflect the 10% stock dividend paid on 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>
<CAPTION>

                                                 Three Months Ended    Six Months Ended
                                                       March 31,           March 31,
                                                  2003        2002      2003        2002
                                                 ------------------    ------------------
<S>                                            <C>        <C>        <C>        <C>
Numerator:
Net Income                                       $1,074     $1,102     $1,849     $2,059
                                                 ------     ------     ------     ------
  Numerator for basic and diluted
  earnings per share                             $1,074     $1,102     $1,849     $2,059
                                                 ------     ------     ------     ------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares                 2,427      2,242      2,385      2,208
Effect of dilutive securities:
  Employee stock options                             86         63         83         61
                                                 ------     ------     ------     ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                  2,513      2,305      2,468      2,269
                                                 ------     ------     ------     ------
Basic earnings per share                         $  .44     $  .49     $  .78     $  .93
                                                 ------     ------     ------     ------
Diluted earnings per share                       $  .43     $  .47     $  .75     $  .90
                                                 ------     ------     ------     ------
</TABLE>


(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 $2.5 million, net of tax, on investments classified
as  available-for-sale  are  recorded  at March 31,  2003.  The  Company  had no
securities classified as trading as of March 31, 2003 and September 30, 2002.

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.


                                       -8-
<PAGE>

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

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

                                                   March 31,       September 30,
                                                      2003               2002
                                                  ------------------------------
First  mortgage loans:
               Conventional:
                   1-4 family dwellings           $137,445             $169,849
                   Multi-family dwellings            6,744                7,217
               Commercial                           39,719               29,036
               Construction:
                   Residential                      11,405               11,372
                   Commercial                        7,305                8,205
                                                  --------             --------
                                                   202,618              225,679
                                                  --------             --------
Less:
               Loans in process                    (10,342)              (9,065)
               Unearned discounts and fees            (898)              (1,368)
                                                   --------            --------
                                                   191,378              215,246
                                                  --------             --------
Installment loans:
               Home equity                          55,551               58,549
               Consumer loans                        1,141                1,286
               Other                                 2,452                2,037
                                                  --------             --------
                                                    59,144               61,872
                                                  --------             --------
Commercial business loans and leases:
               Commercial business loans            36,306               38,287
               Commercial leases                     2,920                3,971
                                                  --------             --------
                                                    39,226               42,258
                                                  --------             --------

Less:  Allowance for loan losses                    (3,001)              (3,056)
                                                  --------             --------

               Loans receivable, net              $286,747             $316,320
                                                  --------             --------

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

Changes in the allowance for loan losses for the six months ended March 31, 2003
and the fiscal year ended September 30, 2002 are as follows (dollar amounts in
thousands):

                                                         March 31, September 30,
                                                           2003        2002
                                                         --------   ------------
Balance at beginning of period                           $ 3,056     $ 2,871
Allowance for loan losses of Carnegie Savings Bank            --         204
Allowance for loan losses of First Pennsylvania Savings       40          --
Provision for loan losses                                    405         400
Charge-offs                                                 (510)       (520)
Recoveries                                                    10         101
                                                         -------     -------
Balance at end of period                                 $ 3,001     $ 3,056
                                                         -------     -------


                                       -9-

<PAGE>

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, 2003,  the recorded  investment in loans that are  considered to be
impaired  under SFAS No. 114 was $1.8 million  compared to $1.9 million at March
31, 2002. Included in the current amount is $512,000 of impaired loans for which
the related  allowance for loan losses is $34,000,  and $1.3 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, 2003 was $1.7 million
compared to $1.9  million  for the same  period in the prior  year.  For the six
months ended March 31, 2003, as well as March 31, 2002,  the Company  recognized
no  interest  income on those  impaired  loans  using  the cash  basis of income
recognition.


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

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

<TABLE>
<CAPTION>

                                                        Three Months Ended    Six Months Ended
                                                             March 31,             March 31,
                                                          2003      2002        2003      2002
                                                        ------------------    ------------------

<S>                                                   <C>        <C>        <C>        <C>
Net Income                                              $ 1,074    $ 1,102    $ 1,849    $ 2,059
Change in unrealized gains (losses) on investment
securities and mortgage-backed securities available
for sale, net of taxes
                                                        $  (195)   $  (586)   $  (667)   $(1,587)
                                                        -------    -------    -------    -------

Comprehensive income                                    $   879    $   516    $ 1,182    $   472
                                                        =======    =======    =======    =======
</TABLE>



                                      -10-
<PAGE>

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

On July 12, 2002, the Company and First Pennsylvania Savings Association ("First
Pennsylvania)  jointly  announced the signing of an Agreement and Plan of Merger
Conversion,  whereby it was agreed that First  Pennsylvania would merge with and
into the Bank.  On September  30, 2002,  the agreement was amended to require an
offering  of stock of the  Company  to certain  members  of First  Pennsylvania.
Pursuant  to  the  amended  agreement,   First   Pennsylvania   converted  to  a
Pennsylvania-chartered  stock savings institution and simultaneously merged with
and into the Bank on December  31, 2002 and the Bank  acquired all of the assets
and assumed  all of the  liabilities  of First  Pennsylvania.  Additionally,  in
connection  with the merger,  the Company sold  approximately  89,600  shares at
$17.52 per share of its common  stock to certain  members of First  Pennsylvania
and the Company's  employee stock ownership plan in a subscription  offering and
to  the  Company's  stockholders  and  certain  members  of the  community  in a
stockholder and community offering.

The  acquisition  was accounted for under the purchase method of accounting and,
accordingly,  the results of operations of First Pennsylvania have been included
in the Company's  consolidated  financial statements from December 31, 2002. The
Company  acquired  loans  with a  fair  value  of  approximately  $6.8  million,
investment and  mortgage-backed  securities  with a fair value of $11.8 million,
deposits with a fair value of approximately  $12.3 million and Federal Home Loan
Bank  advances  with  a  fair  value  of  approximately  $13.9  million  in  the
transaction.  Goodwill and core deposit intangibles arising from the transaction
were approximately $688,000.





                                      -11-

<PAGE>


(10) Goodwill and Other Intangible Assets - Adoption of Statement 142
     ----------------------------------------------------------------

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

<TABLE>
<CAPTION>

                                          Three months ended          Six months ended
                                                March 31,                  March 31,
                                           2003           2002       2003           2002
                                          ---------------------     ---------------------

<S>                                     <C>            <C>        <C>            <C>
Reported net income                       $1,074         $1,102     $1,849         $2,059
Add back: Goodwill amortization               --             44         --             81
                                          ------         ------     ------         ------
Adjusted net income                       $1,074         $1,146     $1,849         $2,140
                                          ------         ------     ------         ------

Basic earnings per share:
         Reported net income              $  .44         $  .49     $  .78         $  .93
         Goodwill amortization                --         $  .02     $   --         $  .04
                                          ------         ------     ------         ------
         Adjusted net income              $  .44         $  .51     $  .78         $  .97
                                          ------         ------     ------         ------

Diluted earnings per share:
         Reported net income              $  .43         $  .47     $  .75         $  .90
         Goodwill amortization                --         $  .02     $   --         $  .03
                                          ------         ------     ------         ------
         Adjusted net income              $  .43         $  .49     $  .75         $  .93
                                          ------         ------     ------         ------
</TABLE>






                                      -12-

<PAGE>


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

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

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

Fidelity  Bancorp,  Inc.'s (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
--------

Recent Legislation to Curtail Corporate Accounting Irregularities.   On July 30,
------------------------------------------------------------------
2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the "Act").
The  Securities  and Exchange  Commission  (the "SEC") has  promulgated  certain
regulations  pursuant  to the  Act  and  will  continue  to  propose  additional
implementing  or clarifying  regulations as necessary in furtherance of the Act.
The  passage  of the Act  and the  regulations  implemented  by the SEC  subject
publicly-traded   companies  to  additional   and  more   cumbersome   reporting
regulations   and  disclosure.   Compliance  with  the  Act  and   corresponding
regulations may increase the Company's expenses.

On  December  31,  2002,  the  Company   completed  its   acquisition  of  First
Pennsylvania  Savings  Association ("First  Pennsylvania").  The acquisition was
accounted for under the purchase  method of  accounting  and,  accordingly,  the
results of operations of First  Pennsylvania have been included in the Company's
consolidated  financial  statements from December 31, 2002. The Company acquired
loans  with  a  fair  value  of  approximately  $6.8  million,   investment  and
mortgage-backed  securities with a fair value of $11.8 million,  deposits with a
fair value of  approximately  $12.3  million and Federal Home Loan Bank advances
with a fair value of approximately  $13.9 million in the  transaction.  Goodwill
and  other  core  deposit   intangibles   arising  from  the  transaction   were
approximately  $688,000.  In connection with the merger, the Company raised $1.6
million in  proceeds  from the  issuance  of stock to  certain  members of First
Pennsylvania  and  Fidelity's  employee  stock  ownership plan in a subscription
offering and the Fidelity's stockholders and certain members of the community in
a stockholder and community offering.



                                      -13-

<PAGE>

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

Total assets of the Company increased $13.7 million,  or 2.2%, to $629.5 million
at March 31, 2003 from $615.8 million at September 30, 2002. Significant changes
in  individual   categories   include  an  increase  in  investment   securities
available-for-sale  of $14.9  million,  an  increase  in  investment  securities
held-to-maturity  of $9.7  million,  an increase in  mortgage-backed  securities
available-for-sale  of $8.5 million,  an increase in mortgage-backed  securities
held-to-maturity  of  $15.6  million,  a  decrease  in  interest-earning  demand
deposits  of $7.6  million,  and a decrease in net loans of $29.6  million.  The
Company  continued to experience  increased  levels of loan and  mortgage-backed
security  prepayment and loan  refinancing  activity.  The decrease in net loans
reflects $95.0 million of prepayments, partially offset by $6.8 million in loans
acquired from First Pennsylvania and $59.7 million in new loan originations.


Total  liabilities of the Company  increased  $11.7 million,  or 2.0%, to $584.9
million at March 31, 2003 from $573.2 million at September 30, 2002. Significant
changes  include an increase in savings and time deposits of $19.1  million,  an
increase in securities purchased but not settled of $3.8 million, and a decrease
in guaranteed  preferred  beneficial  interest in Company's  debentures  ("trust
preferred  securities")  of  $10.3  million.  Deposits  with  a  fair  value  of
approximately  $12.3  million and Federal  Home Loan Bank  advances  with a fair
value of  approximately  $13.9  million  were  assumed  in  connection  with the
acquisition of First Pennsylvania.

Stockholders'  equity  increased  $2.1 million or 4.8% to $44.6 million at March
31, 2003,  compared to $42.6 million at September 30, 2002. This result reflects
net income for the six month period ended March 31, 2003 of $1.8  million,  $1.6
million of stock issued  during the  acquisition  of First  Pennsylvania,  stock
options exercised of $184,000,  and stock issued under the Dividend Reinvestment
Plan of $44,000.  Offsetting  these  increases  were common stock cash dividends
paid of  $571,000,  treasury  stock  purchased  of  $86,000,  and a decrease  of
accumulated   other   comprehensive   income  of  $667,000.   Accumulated  other
comprehensive income decreased from September 30, 2002 as a result of changes in
the  net  unrealized  gains  on  the  available-for-sale  securities  due to the
fluctuations  in interest rates during the current  period.  Because of interest
rate volatility,  the Company's  accumulated other  comprehensive  income (loss)
could materially  fluctuate for each interim and year-end period.  Approximately
$3.4  million  of the  balances  in  retained  income as of March  31,  2003 and
September  30, 2002  represent  base year bad debt  deductions  for tax purposes
only, as they are considered restricted accumulated earnings.


                                      -14-
<PAGE>

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

The following table sets forth information  regarding non-accrual loans and 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 at the dates presented (dollar amounts
in thousands).

                                                     March 31,     September 30,
                                                       2003            2002
                                                     ---------     -------------
Non-accrual residential real estate loans
    (one-to-four family)                               $1,085         $  515

Non-accrual construction, multi family
    residential and commercial real estate loans          341            408

Non-accrual installment loans                             235            273

Non-accrual commercial business loans                   1,476          1,461
                                                       ------         ------

Total non-performing loans                             $3,137         $2,657
                                                       ======         ======

Total non-performing loans as a percent of
    net loans receivable                                 1.09%           .84%
                                                       ======         ======

Total real estate owned                                $  509         $  658
                                                       ======         ======

Total non-performing loans and real estate
    owned as a percent of total assets                    .58%           .54%
                                                       ======         ======


Included  in  non-performing  loans  at  March  31,  2003  are 21  single-family
residential  real estate loans  totaling $1.1  million,  three  commercial  real
estate loans totaling  $341,000,  22 home equity and installment  loans totaling
$235,000,  twelve  commercial  business  loans  totaling $1.5  million,  and two
commercial business leases totaling $20,000.

Non-accrual  residential  real estate  loans  totaled  $1.1 million at March 31,
2003,  compared to $515,000 at September 30, 2002, an increase of $570,000.  The
increase reflects $267,000 of non-accrual residential real estate loans acquired
from First Pennsylvania.

At March 31, 2003,  the Company had an allowance for loan losses of $3.0 million
or 1.05% of net loans receivable, as compared to an allowance of $3.1 million or
..97% of net loans  receivable  at September  30, 2002.  The  allowance  for loan
losses equals 95.7% of non-performing loans at March 31, 2003 compared to 115.0%
at September 30, 2002.

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, 2003 is reasonable. See also
"Provision  for  Loan  Losses."  However,  there  can be no  assurance  that the
allowance for loan losses is sufficient to cover possible future loan losses.

                                      -15-

<PAGE>

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

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





                                      -16-
<PAGE>


                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Six Months Ended March 31, 2003 and 2002
           ----------------------------------------------------------

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

Net income for the three months ended March 31, 2003 was $1.07 million ($.43 per
diluted  share)  compared to $1.10 million ($.47 per diluted share) for the same
period in 2002, a decrease of $28,000 or 2.5 %. The decrease reflects a decrease
in net  interest  income of  $73,000 or 2.2%,  an  increase  in other  operating
expenses of $212,000 or 8.5%,  and an increase in the provision for income taxes
of $46,000 or 17.2%.  Partially  offsetting  these factors was a decrease in the
provision  for loan  losses  of  $25,000  and an  increase  in other  income  of
$277,000, or 44.4%.

Net income for the six months ended March 31, 2003 was $1.85  million  ($.75 per
diluted  share)  compared to $2.06 million ($.90 per diluted share) for the same
period in 2002,  a  decrease  of  $210,000  or 10.2 %. The  decrease  reflects a
decrease  in net  interest  income  of  $178,000  or 2.8%,  an  increase  in the
provision  for loan  losses of $205,000  or 102.5%,  an  increase  in  operating
expenses of $358,000 or 7.2%,  and an increase in the provision for income taxes
of $66,000 or 14.2%. Partially offsetting these factors was an increase in other
income of $597,000, or 44.0%.

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 2.19% in the three  months  ended March 31, 2003 from 2.45% in the
same period in fiscal 2002 as a result of the  average  yield on total  interest
earning assets  decreasing  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.

                                                         Three Months Ended
                                                              March 31,
                                                       2003              2002
                                                       ----              ----
   Average yield on:
     Mortgage loans                                   7.22%              7.38%
     Mortgage-backed securities                        3.81              5.63
     Installment loans                                 6.91              7.59
     Commercial business loans and leases              6.38              7.49
     Interest -earning deposits with other
     institutions, investment securities, and
     FHLB stock (1)                                    4.95              5.82
                                                       ----              ----
     Total interest-earning assets                     5.75              6.73
                                                       ----              ----
   Average rates paid on:
     Savings deposits                                  2.60              3.20
     Borrowed funds                                    5.25              5.77
                                                       ----              ----
     Total interest-bearing liabilities                3.56              4.28
                                                       ----              ----
   Average interest rate spread                        2.19%             2.45%
                                                       ====              ====
   Net yield on interest-earning assets                2.38%             2.64%
                                                       ====              ====

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



                                      -17-

<PAGE>

The Bank's tax-equivalent interest rate spread decreased to 2.10% in the six
months ended March 31, 2003 from 2.37% in the same period in fiscal 2002 as the
average yield on interest-earning assets declined to a greater degree than the
decline in average rates paid. 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,
                                                      2003              2002
                                                      ----              ----
Average yield on:
  Mortgage loans                                      7.34%             7.46%
  Mortgage-backed securities                          4.24              5.73
  Installment loans                                   7.14              7.74
  Commercial business loans and leases                6.56              7.81
  Interest -earning deposits with other
  institutions, investment securities, and
  FHLB stock (1)                                      5.03              6.02
                                                      ----              ----
  Total interest-earning assets                       5.99              6.87
                                                      ----              ----
Average rates paid on:
  Savings deposits                                    2.66              3.48
  Borrowed funds                                      5.38              5.89
                                                      ----              ----
  Total interest-bearing liabilities                  3.89              4.50
                                                      ----              ----
Average interest rate spread                          2.10%             2.37%
                                                      ====              ====
Net yield on interest-earning assets                  2.26%             2.52%
                                                      ====              ====

(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  $674,000  or 11.3% to $5.3  million for the three
months  ended March 31, 2003,  compared to the same period in fiscal  2002.  The
decrease reflects a decrease in the average loan balance outstanding during 2003
as well as a decrease in the net yield earned on the loan portfolio. Interest on
loans  decreased  $1.1 million or 9.1% to $11.1 million for the six months ended
March  31,  2003,  compared  to the same  period in fiscal  2002.  The  decrease
reflects a decrease in the average loan balance  outstanding  during fiscal 2003
as well as a decrease in the net yield earned on the loan portfolio. The Company
acquired $6.8 million in net loans upon the  acquisition  of First  Pennsylvania
and the Company originated $70.8 million in new loans; however,  these increases
in loans were offset by $95.0 million of loan  prepayments  and $11.3 million in
loan  sales,  thus  accounting  for the  decrease in the  average  loan  balance
outstanding  for the fiscal 2003 period.  Higher levels of principal  repayments
have been  experienced  due to the lower  interest rate  environment  during the
current fiscal period.

Interest  on  mortgage-backed  securities  decreased  $122,000  or 8.9% to $1.25
million  and  $131,000  or 4.8% to $2.63  million  for the  three  and six month
periods ended March 31, 2003,  respectively,  as compared to the same periods in
fiscal 2002.  The decrease for both the three and six month  periods ended March
31,  2003,  reflects a decrease in the average  yield  earned on the  portfolio,
partially  offset by an  increase  in the  average  balance  of  mortgage-backed
securities  owned in the period.  The fair value of  mortgage-backed  securities
acquired from First  Pennsylvania  on December 31, 2002 was  approximately  $4.9
million.


                                      -18-

<PAGE>


Interest on  interest-earning  deposits with other  institutions  and investment
securities  increased  $146,000 or 9.0%, and increased $182,000 or 5.5%, for the
three and six month periods ended March 31, 2003,  respectively,  as compared to
the same  periods in fiscal  2002.  The  increase  in both  periods  reflects an
increase in the average balance in the portfolio  partially offset by a decrease
in the yield  earned on these  investments.  Interest-earning  deposits  of $7.1
million  and  investment  securities  of $6.9  million  were  acquired  with the
purchase of First Pennsylvania on December 31, 2002.


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

Interest  on  savings  and  time  deposits  decreased  $239,000  or 9.3% to $2.3
million,  and decreased $818,000 or 14.7% to $4.8 million, for the three and six
month  periods  ended  March 31,  2003,  respectively,  as  compared to the same
periods in fiscal 2002. The decrease in both periods  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  $12.3  million of deposits  assumed with the
acquisition of First Pennsylvania.

Interest  on  guaranteed  preferred  beneficial  interest in  subordinated  debt
decreased $133,000 or 52.0% for the three months ended March 31, 2003.  Interest
on guaranteed  preferred  beneficial  interest in  subordinated  debt  increased
$440,000  or 85.9% for the six months  ended  March 31,  2003.  During the first
quarter of fiscal 2003, the Company wrote-off  $599,000 in unamortized  issuance
costs related to $10.25 million of 9.75% trust  preferred  securities  that were
called by the  Company on  November 4, 2002.  The  write-off  of these costs was
reported  as  a  component  of  interest  expense.  The  9.75%  trust  preferred
securities  that were called were replaced in September  2002 with $10.0 million
of floating rate trust  preferred  securities that bore an initial rate of 5.22%
through  December 26, 2002, and which adjust  quarterly  thereafter at a rate of
3-month LIBOR plus 3.40%. The floating rate trust preferred  securities  current
rate is 4.69%.  The 9.75% trust preferred  securities were called by the Company
and replaced by the floating rate trust preferred  securities  primarily to take
advantage of the current low interest rate environment.

Interest  on  Federal  Home Loan Bank  ("FHLB")  advances  and other  borrowings
decreased  $205,000 or 7.3% to $2.6  million for the  three-month  period  ended
March 31,  2003,  as compared to the same period in fiscal  2002.  The  decrease
reflects  a  decrease  in the  cost  of FHLB  advances  and  reverse  repurchase
agreements,  while the average  balance of advances  and  repurchase  agreements
outstanding  increased  slightly.  Interest on Federal  Home Loan Bank  ("FHLB")
advances and other borrowings decreased $498,000 or 8.6% to $5.3 million for the
six-month  period ended March 31, 2003, as compared to the same period in fiscal
2002. The decrease  reflects a decrease in the cost of FHLB advances and reverse
repurchase  agreements,  while the average  balance of advances  and  repurchase
agreements  outstanding was relatively unchanged.  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  decreased
$73,000 or 2.2% to $3.3 million,  and decreased $178,000 or 2.8% to $6.2 million
for the three and six month  periods  ended  March 31,  2003,  respectively,  as
compared to the same  periods in fiscal  2002.  The decrease in both fiscal 2003
periods is attributable to a decreased interest rate spread, partially offset by
an increase in net interest-earning assets.


                                      -19-
<PAGE>


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

The provision for loan losses decreased $25,000 to $75,000,  for the three month
period ended March 31,  2003,  as compared to the same period in fiscal 2002 and
increased $205,000 to $405,000 for the six month period ended March 31, 2003, as
compared to the same period in fiscal 2003. At March 31, 2003, the allowance for
loan losses decreased $55,000 to $3.001 million from $3.056 million at September
30, 2002.  Net loan  charge-offs  were $133,000 and $85,000 for the three months
ended March 31, 2003 and 2002, respectively.  Net loan charge-offs were $500,000
and $195,000 for the six months ended March 31, 2003 and 2002,  respectively.  A
$300,000  commercial business loan was charged-off during the three-month period
ending December 31, 2002.

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

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


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

Total non-interest or other income increased $277,000 or 44.4% to $901,000,  and
increased  $597,000 or 44.0% for the three and six month periods ended March 31,
2003, respectively, as compared to the same periods in fiscal 2002. Increases in
other income  primarily  relate to increased gains on the sale of investment and
mortgage-backed  securities,  as well as  increased  loan  and  deposit  account
service charges.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous loan fees,  increased $11,000 or 12.0% to $103,000,  and increased
$33,000 or 16.3%,  for the three and six month  periods  ended  March 31,  2003,
respectively,  as compared to the same periods in fiscal  2002.  The increase is
primarily attributed to an increase in the collection of title insurance fees on
mortgages originated, partially offset by a decrease in late charges on loans.

Gain on the sale of investment and  mortgage-backed  securities was $161,000 and
$388,000 for the three and six month periods ended March 31, 2003, respectively,
as compared  to a loss of $14,000  and a gain of $90,000 in the same  periods in
fiscal 2002. Such sales were made from the available-for-sale  portfolio as part
of management's asset/liability management strategies.

Gain on the sale of loans was $91,000 and  $198,000  for the three and six month
periods ended March 31, 2003, respectively, as compared to gains of $113,000 and
$196,000 for the same periods in fiscal 2002.  The six-month  period ended March
31, 2003 results include the sale of approximately  $11.3 million of fixed rate,
single family mortgage loans, compared to $11.8 of similar loan sales during the
prior fiscal period.

Deposit  service  charges and fees  increased  $109,000 or 65.2% and $244,000 or
68.7%,  respectively,  for the three and six month periods ended March 31, 2003,
as compared to the same periods in fiscal 2002.  The increase in both periods is
primarily attributed to an increase in the volume of fees collected for returned
checks on deposit accounts.

                                      -20-
<PAGE>


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

Total operating expenses for the three-month period ended March 31, 2003 totaled
$2.7 million  compared to $2.5 million for the same period in fiscal 2002. Total
operating  expenses for the  six-month  period ended March 31, 2003 totaled $5.3
million  compared  to $5.0  million  for the same  period  in fiscal  2002.  The
increase in both  periods is due  primarily to an increase in  compensation  and
benefits expense. The overall increase in operating expense for the current year
period  reflects the operation of the Carnegie branch which was not in operation
for the entire prior fiscal period.

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

Total  income tax expense for the three  month  period  ended March 31, 2003 was
$314,000 compared to $268,000 for the same fiscal 2002 period. The effective tax
rate for the three-month periods ended March 31, 2002 and 2001 was approximately
22.6% and 19.6%, respectively. Total income tax expense for the six month period
ended March 31, 2003 was $532,000  compared to $466,000 for the same fiscal 2002
period.  The effective  tax rate for the six-month  periods ended March 31, 2003
and 2002 was approximately  22.3% and 18.5%,  respectively.  The increase in the
effective  tax rate for both periods is  attributed  to a decrease in tax-exempt
income from the  corresponding  prior year period.  Tax-exempt  income  includes
income  earned on certain  municipal  investments  that qualify for state and/or
federal income tax exemption;  income earned by the Bank's  Delaware  subsidiary
which is not  subject to state  income tax,  and  earnings  on  Bank-owned  life
insurance  policies  which are exempt from federal  taxation.  State and federal
tax-exempt income for the three-month  periods ended March 31, 2003 and 2002 was
$2.0 million and $560,000, respectively. State and federal tax-exempt income for
the  six-month  periods  ended March 31, 2003 and 2002 was $3.6 million and $1.1
million, respectively.


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 Trusts in 1997 and 2002.
The Preferred Securities may comprise up to 25% of the Company's Tier 1 capital.
Total  capital  includes  Tier 1 capital and other forms of capital  such as the
allowance for loan losses,  subject to limitations,  and subordinated  debt. The
guidelines  establish a minimum standard risk-based target ratio of 8%, of which
at least 4% must be in the  form of Tier 1  capital.  At  March  31,  2003,  the
Company had Tier 1 capital as a percentage of risk-weighted assets of 13.69% and
total risk-based capital as a percentage of risk-weighted assets of 14.54%.

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, 2003,
the Company had a Leverage Ratio of 7.93%.

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, 2003,  the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 7.03% of  average  total  assets,  as
defined.

                                      -21-
<PAGE>


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, 2003,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 13.28%.

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,  2003,  the  total of  approved  loan  commitments
amounted  to $13.7  million.  In  addition,  the  Company  had $10.3  million of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months  totals  approximately  $94.3  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 2002 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 March
          31,  2003  from  the   information   presented   under  the   caption,
          Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations - Asset and Liability Management,  as Exhibit 13
          to the Form 10-K for September 30, 2002.


Item 4.   Controls and Procedures

          (a) Evaluation of disclosure  controls and procedures.  Based on their
              -------------------------------------------------
          evaluation  as of a date  within  90 days of the  filing  date of this
          Quarterly  Report on Form 10-Q, the Registrant's  principal  executive
          officer  and  principal  financial  officer  have  concluded  that the
          Registrant's  disclosure  controls and procedures (as defined in Rules
          13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the
          "Exchange Act")) are effective to ensure that information  required to
          be disclosed by the Company in reports that it files or submits  under
          the  Exchange  Act is  recorded,  processed,  summarized  and reported
          within  the  time  periods   specified  in  Securities   and  Exchange
          Commission rules and forms.

          (b) Changes in internal controls. There were no significant changes in
              ----------------------------
          the  Registrant's  internal  controls or in other  factors  that could
          significantly  affect these  controls  subsequent to the date of their
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

                                      -22-
<PAGE>


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


Item 1.   Legal Proceedings

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


Item 2.   Changes in Securities

          None


Item 3.   Defaults Upon Senior Securities

          Not Applicable


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

          On  February  11,  2003,  the  Company  held  its  annual  meeting  of
          stockholders and the following items were presented:

          Election of Director J. Robert Gales for a term of two years to expire
          in 2005.  Director Gales received 1,867,363 votes in favor and 118,319
          votes withheld.

          Election  of Director  Richard G.  Spencer  and  Director  Joanne Ross
          Wilder for a term of three years to expire in 2006.  Director  Spencer
          received  1,838,717  votes in favor and 146,965  votes  withheld;  and
          Director  Wilder  received  1,867,328 votes in favor and 118,354 votes
          withheld.

          There were no abstentions or broker non-votes.

          The terms of office of the  following  directors  continued  after the
          meeting: Robert R. Kastelic, Oliver D. Keefer, Charles E. Nettrour and
          William L. Windisch.


Item 5.   Other Information

          Not Applicable


                                      -23-

<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits
              The  following exhibits are filed as part of this Report.
              3.1   Articles of Incorporation (1)
              3.2   Amended Bylaws (2)
              4.1   Rights  Agreement  dated  March 31,  2003  between  Fidelity
                    Bancorp, Inc. and Registrar and Transfer Company (3)
              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  Employment  Agreement  between  the  company,  the  Bank and
                    William L. Windisch (1)
              10.7  1998 Group Term Replacement Plan (6)
              10.8  1998 Salary  Continuation Plan Agreement by and between W.L.
                    Windisch, the Company and the Bank (6)
              10.9  1998 Salary  Continuation Plan Agreement by and between R.G.
                    Spencer, the Company and the Bank (6)
              10.10 1998 Salary  Continuation Plan Agreement by and between M.A.
                    Mooney, the Company and the Bank (6)
              10.11 1998 Stock Compensation Plan (7)
              10.12 2000 Stock Compensation Plan (8)
              10.13 2001 Stock Compensation Plan (9)
              10.14 2002 Stock Compensation Plan (10)
              20.1  Dividend Reinvestment Plan (11)
              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

               A Report on Form 8-K was filed on March 19, 2003 reporting  under
               Item 5 the declaration of Preferred Stock Purchase Right Dividend
               pursuant to a Shareholder Rights Plan.

     (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 on Form
          10-Q filed with the SEC on August 14, 2002.
     (3)  Incorporated by reference from Form 8-A filed March 31, 2003.
     (4)  Incorporated  by reference  from an exhibit in Form S-8 filed with the
          SEC on May 2, 1997.
     (5)  Incorporated  by reference  from an exhibit in Form S-8 filed with the
          SEC on March 12, 1998.
     (6)  Incorporated by reference to an identically  numbered  exhibit on Form
          10-Q 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 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 15, 2003         By:  /s/ Richard G. Spencer
                                  ----------------------------------------------
                                  Richard G. Spencer
                                  President and Chief Executive Officer




Date:   May 15, 2003         By:  /s/ Lisa L. Griffith
                                  ----------------------------------------------
                                  Lisa L. Griffith
                                  Sr. Vice President and Chief Financial Officer








                                      -25-


<PAGE>

                            SECTION 302 CERTIFICATION


     I, Richard G. Spencer, Chief Executive Officer, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q of Fidelity  Bancorp,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: May 15, 2003                        /s/ Richard G. Spencer
                                          --------------------------------------
                                          Richard G. Spencer
                                          Chief Executive Officer


<PAGE>

                            SECTION 302 CERTIFICATION


     I, Lisa L. Griffith, Chief Financial Officer, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q of Fidelity  Bancorp,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: May 15, 2003                            /s/ Lisa L. Griffith
                                              ----------------------------------
                                              Lisa L. Griffith
                                              Chief Financial Officer