United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

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

    For the quarterly period ended December 31, 2005
                                   -----------------

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

    For the transition period from ____________________ to ____________________

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

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

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

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

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

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

Indicate by check mark whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [__]

<TABLE>
<CAPTION>
<S>         <C>
Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.
(Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
</TABLE>

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).: [ ] Yes   [X] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

             2,963,835 shares, par value $0.01, at January 31, 2006
             ------------------------------------------------------
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index
<TABLE>
<CAPTION>

<S>                                                                                                                   <C>
Part I - Financial Information                                                                                               Page
------------------------------                                                                                               ----

Item 1.        Financial Statements (Unaudited)

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

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

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

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

               Notes to Consolidated Financial Statements                                                                       6

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

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                                      18

Item 4.        Controls and Procedures                                                                                         19


Part II - Other Information

Item l.         Legal Proceedings                                                                                              19

Item 1A.        Risk Factors                                                                                                   19

Item 2.         Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities             19

Item 3.         Defaults Upon Senior Securities                                                                                19

Item 4.         Submission of Matters to a Vote of Security Holders                                                            19

Item 5.         Other Information                                                                                              19

Item 6.         Exhibits                                                                                                    19-20

Signatures                                                                                                                     21

</TABLE>

<PAGE>

Part I - Financial Information
Item 1.  Financial Statements

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Financial Condition (Unaudited)
           ----------------------------------------------------------
                        (in thousands except share data)
<TABLE>
<CAPTION>
                                                             December 31,     September 30,
              Assets                                            2005             2005
                                                             ---------        ---------
<S>                                                        <C>              <C>
Cash and due from banks                                      $  10,733        $   9,234
Interest-bearing demand deposits with other institutions           480              636
                                                             ---------        ---------
  Cash and Cash Equivalents                                     11,213            9,870

Securities available-for-sale
  (book value of  $184,190 and $183,542)                       181,604          182,157
Securities held-to-maturity                                     99,121          105,316
  (fair value of $98,102 and $104,962)
Loans held for sale                                                  -              248
Loans receivable, net of allowance $2,673 and $2,596           372,777          346,076
Foreclosed real estate, net                                        789              789
Restricted investments in bank stock, at cost                   12,111           12,215
Office premises and equipment, net                               4,985            5,126
Accrued interest receivable                                      3,282            3,113
Other assets                                                    13,397           12,869
                                                             ---------        ---------
          Total Assets                                       $ 699,279        $ 677,779
                                                             =========        =========
                      Liabilities and Stockholders' Equity
Liabilities:
  Deposits:
      Non-interest bearing                                   $  32,311        $  32,415
      Interest bearing                                         347,825          334,397
                                                             ---------        ---------
          Total Deposits                                       380,136          366,812

  Short-term borrowings                                        120,742          111,141
  Securities sold under agreement to repurchase                  5,988            6,674
  Advance payments by borrowers for taxes and insurance          2,832            1,425
  Other liabilities                                              2,761            3,333
  Subordinated debt                                             10,310           10,310
  Long-term debt                                               134,471          136,035
                                                             ---------        ---------
          Total Liabilities                                    657,240          635,730
                                                             ---------        ---------
Stockholders' equity:
  Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 3,549,540
      and 3,533,632 shares issued, respectively                     35               35
  Paid-in capital                                               44,451           44,250
  Retained earnings                                              9,068            8,486
  Accumulated other comprehensive loss                          (1,707)            (914)
  Treasury stock, at cost - 587,955 shares                      (9,808)          (9,808)
                                                             ---------        ---------
          Total Stockholders' Equity                            42,039           42,049
                                                             ---------        ---------
          Total Liabilities and Stockholders' Equity         $ 699,279        $ 677,779
                                                             =========        =========
</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)

                                                      Three Months Ended
                                                         December 31,
                                                         ------------
                                                        2005      2004
                                                      -------   -------
Interest income:
   Loans                                              $ 5,479   $ 4,442
   Mortgage-backed securities                           1,323     1,351
   Investment securities - taxable                      1,348     1,340
   Investment securities - tax-exempt                     508       474
   Other                                                    6         1
                                                      -------   -------
      Total interest income                             8,664     7,608
                                                      -------   -------

Interest expense:
   Deposits                                             2,247     1,843
   Short-term borrowings                                1,265       420
   Long-term debt                                       1,644     1,744
   Subordinated debt                                      198       145
                                                      -------   -------
      Total interest expense                            5,354     4,152
                                                      -------   -------

Net interest income                                     3,310     3,456

Provision for loan losses                                 125       175
                                                      -------   -------

Net interest income after provision for loan losses     3,185     3,281
                                                      -------   -------
Other income:
   Loan service charges and fees                           77        97
   Realized gain on sales of securities, net              141        82
   Gain on sales of loans                                  13         5
   Deposit service charges and fees                       362       356
   Other                                                  349       301
                                                      -------   -------
      Total other income                                  942       841
                                                      -------   -------
Operating expenses:
   Compensation and benefits                            1,885     1,823
   Office occupancy and equipment expense                 258       257
   Depreciation and amortization                          175       186
   (Gain)loss on foreclosed real estate                  --         (24)
   Foreclosed real estate expense                           5        43
   Amortization of intangible assets                       11        13
   Other                                                  572       578
                                                      -------   -------
      Total operating expenses                          2,906     2,876
                                                      -------   -------

Income before income tax provision                      1,221     1,246
Income tax provision                                      257       241
                                                      -------   -------
Net income                                            $   964   $ 1,005
                                                      =======   =======
Basic earnings per common share                       $   .33   $   .34
                                                      =======   =======
Diluted earnings per common share                     $   .31   $   .33
                                                      =======   =======
Dividends per common share                            $   .13   $  .109
                                                      =======   =======


See accompanying notes to unaudited consolidated financial statements.

                                       -2-

<PAGE>

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

<TABLE>
<CAPTION>
                                                                   Three Months Ended December 31,
                                                                         2005        2004
                                                                       --------    --------
<S>                                                                  <C>         <C>
Operating Activities:
---------------------
     Net income                                                        $    964    $  1,005
     Adjustments to reconcile net income to net cash provided by
     operating activities:
         Provision for loan losses                                          125         175
         (Gain)loss on foreclosed real estate                                 -         (24)
         Provision for depreciation and amortization                        175         186
         Deferred loan fee amortization                                     (34)        (52)
         Amortization of investment and mortgage-backed securities
           discounts/premiums, net                                          245         208
         Amortization of intangibles                                         11          13
         Net gain on sale of securities                                    (141)        (82)
         Net gain on sale of loans                                          (13)         (5)
         Origination of loans held-for-sale                                (922)       (191)
         Proceeds from sale of loans held-for-sale                        1,183         312
         Increase in interest receivable                                   (169)       (111)
         (Increase)/Decrease in prepaid income taxes                       (107)        183
         Increase in interest payable                                      (197)        (20)
         Increase in cash surrender value of life insurance policies        (48)        (51)
         Contribution to ESOP                                              (240)       (235)
         Tax benefit of stock options exercised                              29          58
         Other changes, net                                                 (23)        145
                                                                       --------    --------
        Net cash provided by operating activities                           838       1,514
                                                                       --------    --------
Investing Activities:
---------------------

     Proceeds from sales of securities available-for-sale                   232         441
     Proceeds from maturities and principal repayments of
        securities available-for-sale                                     7,268      11,877
     Purchases of securities available-for-sale                          (8,317)    (16,697)
     Purchases of securities held-to-maturity                                 -     (12,040)
     Proceeds from maturities and principal repayments of
        securities held-to-maturity                                       6,190       4,232
     Net increase in loans                                              (26,792)     (7,500)
     Proceeds from sale of foreclosed real estate                             -         274
     Net purchases/(redemptions) of FHLB stock                              104        (786)
     Additions to office premises and equipment                             (35)        (98)
                                                                       --------    --------
  Net cash used in investing activities                                 (21,350)    (20,297)
                                                                       --------    --------
</TABLE>

Continued on page 4.

                                       -3-

<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Three Months Ended December 31,
                                                                       2005        2004
                                                                    --------    --------
<S>                                                               <C>         <C>
Financing Activities:
---------------------
Net (decrease)/increase in deposits                                   13,324      (1,298)
Increase/(decrease) in reverse repurchase agreements                    (686)        451
Net increase in short-term borrowings                                  9,601      14,551
Proceeds from long-term borrowings                                         -      10,000
Repayments of long-term borrowings                                    (1,564)     (5,101)
Increase in advance payments by borrowers for taxes and insurance      1,407       1,096
Cash dividends paid                                                     (382)       (321)
Stock options exercised                                                  120         247
Proceeds from sale of stock through Dividend Reinvestment Plan            35          37
Purchase of treasury stock                                                 -      (1,265)
                                                                    --------    --------
Net cash provided by financing activities                             21,855      18,397
                                                                    --------    --------

(Decrease) increase in cash and cash equivalents                       1,343        (386)

Cash and cash equivalents at beginning of period                       9,870       8,831
                                                                    --------    --------

Cash and cash equivalents at end of period                          $ 11,213    $  8,445
                                                                    ========    ========
Supplemental Disclosure of Cash Flow Information
------------------------------------------------

Cash paid during the period for:
  Interest on deposits and other borrowings                         $  5,551    $  4,172
  Income taxes                                                      $    373    $   --
                                                                    --------    --------

</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       -4-


<PAGE>

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

<TABLE>
<CAPTION>

                                                                                        Accumulated
                                                                                          Other
                                                 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, 2004          $  32       $ 35,798    $ (8,543)   $ 13,595      $  1,195      $ 42,077
Comprehensive income:
     Net income                                                               1,005                       1,005
     Other comprehensive income,
       net of tax of ($121)                                                                  (233)         (233)
     Reclassification adjustment,
       net of tax of ($28)                                                                    (54)          (54)
                                       -----        -------    --------      ------       -------       -------
Total comprehensive income                --             --          --       1,005          (287)          718

Cash dividends declared                                                       (321)                        (321)
Tax benefit realized on stock options
 exercised                                               58                                                  58
Treasury stock purchased-
  54,210 shares                                                  (1,265)                                 (1,265)
Sale of stock through Dividend
  Reinvestment Plan                                      37                                                  37
Stock options exercised                                 247                                                 247
                                       -----        -------    --------      ------       -------       -------

Balance at December 31, 2004           $  32        $36,140    $ (9,808)    $14,279          $908       $41,551
                                       ========================================================================

Balance at September 30, 2005          $  35        $44,250    $ (9,808)     $8,486       $  (914)      $42,049
Comprehensive income:
     Net income                                                                 964                         964
     Other comprehensive income,
       net of tax of ($360)                                                                  (700)         (700)
     Reclassification adjustment,
       net of tax of ($48)                                                                    (93)          (93)
                                       -----        -------    --------      ------       -------       -------
Total comprehensive income                --             --          --         964          (793)          171

Cash dividends declared                                                        (382)                       (382)
Tax benefit realized on stock options
 exercised                                               29                                                  29
Sale of stock through Dividend
Reinvestment Plan                                        35                                                  35
Tax benefit realized on stock based
  compensation                                           17                                                  17
Stock options exercised                                 120                                                 120
                                       -----        -------    --------      ------       -------       -------

Balance at December 31, 2005           $  35        $44,451    $ (9,808)     $9,068       $(1,707)      $42,039
                                       ========================================================================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       -5-

<PAGE>

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

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

(2) Basis of Presentation
    ---------------------
The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles in the United  States.  However,  all normal  recurring  adjustments,
which,  in the opinion of management,  are necessary for a fair  presentation of
the financial statements,  have been included. These financial statements should
be  read  in  conjunction  with  the  audited   financial   statements  and  the
accompanying  notes  thereto  included in the  Company's  Annual  Report for the
fiscal year ended  September  30,  2005.  The results for the three month period
ended December 31, 2005 are not  necessarily  indicative of the results that may
be expected for the fiscal year ending  September 30, 2006 or any future interim
period.

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

In March 2004,  the EITF reached a consensus on Issue No. 03-1,  "The Meaning of
Other-Than-Temporary  Impairment and Its  Application  to Certain  Investments."
EITF 03-1  provides  guidance  on  other-than-temporary  impairment  models  for
marketable  debt  and  equity  securities  accounted  for  under  SFAS  115  and
non-marketable  equity securities  accounted for under the cost method. The EITF
developed  a basic  three-step  model  to  evaluate  whether  an  investment  is
other-than-temporarily  impaired.  In  November  2005,  the  FASB  approved  the
issuance of FASB Staff  Position  FAS No.  115-1 and FAS 124-1,  "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments." The
FSP addresses when an investment is considered impaired,  whether the impairment
is other-than-temporary  and the measurement of an impairment loss. The FSP also
includes  accounting   considerations   subsequent  to  the  recognition  of  an
other-than-temporary   impairment  and  requires   certain   disclosures   about
unrealized losses that have not been recognized as other-than-temporary. The FSP
is  effective  for  reporting  periods  beginning  after  December 15, 2005 with
earlier  application  permitted.  The effective date for the Company will be the
second quarter of fiscal 2006. The adoption of this accounting  principle is not
expected to have a significant  impact on our  financial  position or results of
operations.

In December  2004,  the FASB issued  Statement No. 123  (Revised),  "Share-Based
Payment"  ("SFAS 123R").  SFAS 123R revised  Statement No. 123,  "Accounting for
Stock-Based  Compensation,"  and supersedes APB Opinion No. 25,  "Accounting for
Stock  Issued to  Employees,"  and its  related  implementation  guidance.  This
statement   requires   compensation   costs  related  to   share-based   payment
transactions  to  be  recognized  in  the  financial  statements  (with  limited
exceptions).  It requires the amount of  compensation  cost be measured based on
the  grant-date  fair value of the equity or  liability  instruments  issued and
recognized over the period that an employee provides service in exchange for the
award. On April 14, 2005, the Securities and Exchange Commission ("SEC") adopted
a new rule  that  amended  the  compliance  dates  for SFAS  123R.  SFAS 123R is
effective for the Company  beginning on October 1, 2005. The Company adopted the
provisions of SFAS 123R effective October 1, 2005. The total expense  recognized
as a result of the  adoption of SFAS 123R was $17,000 for the three months ended
December 31, 2005.  The remaining  unrecognized  compensation  cost to nonvested
stock option awards at December 31, 2005 is $64,000.

In May 2005, FASB issued SFAS 154,  "Accounting  Changes and Error Corrections".
The  Statement  requires  retroactive  application  of  a  voluntary  change  in
accounting   principle  to  prior  period  financial  statements  unless  it  is
impracticable.  SFAS 154 also requires that a change in method of  depreciation,
amortization, or depletion for long-lived, non-financial assets be accounted for
as a change in  accounting  estimate  that is affected by a change in accounting
principle.  SFAS 154 replaces APB Opinion 20, "Accounting Changes",  and SFAS 3,
"Reporting Accounting Changes in Interim Financial Statements". SFAS 154 will be
effective for accounting  changes and corrections of errors made in fiscal years
beginning after December 15, 2005.  Management  currently believes that adoption
of the  provisions of SFAS 154 will not have a material  impact on the Company's
condensed consolidated financial statements.

                                       -6-

<PAGE>

(4) Stock Based Compensation
    ------------------------

At December 31, 2005, the Company had several stock-based  employee and director
compensation  plans,  which are described in Note 13 in the Company's  September
30, 2005  consolidated  financial  statements.  The Company  adopted  SFAS 123R,
"Share  Based  Payments"  effective  as of October 1, 2005.  Prior to October 1,
2005, the Company accounted for stock-based  compensation in accordance with APB
Opinion  No.  25,  "Accounting  for Stock  Issued  to  Employees,"  and  related
interpretations.  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.
Accordingly,  no compensation expense was recognized for its stock option plans.
The following table  illustrates the pro forma effect on net income and earnings
per share if the fair value recognition provisions of SFAS 123R had been applied
to the  Company's  stock  option plans for the quarter  ended  December 31, 2004
(amounts in thousands, except per share data).

                                                         For the three months
                                                          ended December 31,
                                                        ----------------------
                                                           2005         2004
                                                        ---------    ---------

Net income, as reported                                  $    964    $   1,005
Add:  Stock-based compensation expense included in
  reported net income, net of tax                              11            -
Deduct: Compensation expense from stock options,
  determined under fair value based method, net of tax        (11)         (13)
                                                        ---------    ---------
Pro forma net income                                    $     964    $     992
                                                        =========    =========

Earnings per share:
  Basic - as reported                                    $    .33    $     .34
  Basic - pro forma                                      $    .33    $     .33
  Diluted - as reported                                  $    .31    $     .33
  Diluted - pro forma                                    $    .31    $     .32

                                       -7-

<PAGE>

(5) Earnings Per Share
    ------------------
Basic  earnings  per share (EPS)  excludes  dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares  outstanding for the period.  Diluted EPS reflects the potential dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or  converted  into common stock or resulted in the issuance of common
stock that then shared in the  earnings of the  Company.  All  weighted  average
share and per share amounts reflect the 10% stock  dividends  distributed on May
27, 2005 and May 26, 2004.  The following  table sets forth the  computation  of
basic and diluted  earnings per share  (amounts in  thousands,  except per share
data):

                                                            Three Months Ended
                                                                December 31,
                                                            -------------------
                                                             2005         2004
                                                            ------       ------
Numerator:
Net Income                                                  $  964       $1,005
                                                            ------       ------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares                            2,952        2,933
Effect of dilutive securities:
  Employee stock options                                       111          127
                                                            ------       ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                             3,063        3,060
                                                            ------       ------
Basic earnings per share                                    $  .33       $  .34
                                                            ------       ------
Diluted earnings per share                                  $  .31       $  .33
                                                            ------       ------

                                      -8-

<PAGE>

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

                                                  December 31,  September 30,
                                                      2005         2005
                                                   --------------------------
First mortgage loans:
               Conventional:
                   1-4 family dwellings             $ 180,258    $ 163,584
                   Multi-family dwellings               9,858       10,584
               Commercial                              52,129       49,985
               Construction:
                   Residential                         33,125       28,360
                   Commercial                           7,736        7,764
                                                    ---------    ---------
                                                      283,106      260,277
                                                    ---------    ---------
Less:
               Loans in process                       (18,574)     (23,070)
               Unearned discounts and fees               (200)        (344)
                                                    ---------    ---------
                                                      264,332      236,863
                                                    ---------    ---------
Installment loans:
               Home equity                             78,716       76,045
               Consumer loans                             919          993
               Other                                    2,787        2,742
                                                    ---------    ---------
                                                       82,422       79,780
                                                    ---------    ---------
Commercial business loans and leases:
               Commercial business loans               28,321       31,577
               Commercial leases                          375          451
                                                    ---------    ---------
                                                       28,696       32,028
                                                    ---------    ---------

Less:  Allowance for loan losses                       (2,673)      (2,596)
                                                    ---------    ---------

               Loans receivable, net                $ 372,777    $ 346,076
                                                    ---------    ---------

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

                                                December 31,       September 30,
                                                   2005                2005
                                                --------------------------------
        Balance at beginning of period            $ 2,596             $ 2,609
        Provision for loan losses                     125                 600
        Charge-offs                                   (57)               (670)
        Recoveries                                      9                  57
                                                  -------             -------
        Balance at end of period                  $ 2,673             $ 2,596
                                                  -------             -------

                                      -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 December 31, 2005, the recorded investment in loans that are considered to be
impaired  under  SFAS No.  114 was $1.6  million  compared  to $1.7  million  at
September  30,  2005 and $2.4  million at  December  31,  2004.  Included in the
current amount is $810,000 of impaired loans for which the related allowance for
loan losses is  $148,000,  and  $809,000  of impaired  loans that as a result of
applying  impairment  tests  prescribed  under  SFAS  No.  114,  do not  have an
allowance for loan losses.  The average  recorded  investment in impaired  loans
during the three  months ended  December  31, 2005 was $1.6 million  compared to
$2.4  million for the same period in the prior year.  For the three months ended
December 31, 2005, the Company recognized $10,000 of interest income on impaired
loans using the cash basis of income recognition. The Company recognized $14,000
of  interest  income on  impaired  loans  during the three  month  period  ended
December 31, 2004.

                                      -10-

<PAGE>

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

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

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

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

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

Note 1 on pages 10 through 16 of the Company's  September 30, 2005  consolidated
financial   statements  lists  significant   accounting  policies  used  in  the
development and  presentation of its financial  statements.  This discussion and
analysis,  the significant  accounting  policies,  and other financial statement
disclosures  identify  and  address  key  variables  and other  qualitative  and
quantitative  factors that are necessary for an understanding  and evaluation of
the Company and its results of operations.

The most  significant  estimates in the  preparation of the Company's  financial
statements  are for the  allowance  for loan  losses  and  accounting  for stock
options. Please refer to the discussion of the allowance for loan losses in note
8 "Allowance for Loan Losses" on page 11 above. In addition,  further discussion
of the estimates used in determining  the allowance for loan losses is contained
in the  discussion  on  "Provision  for Loan Losses" on page 49 of the Company's
September 30, 2005 consolidated financial statements.  Prior to October 1, 2005,
the Company  accounted  for its stock  option  plans under the  recognition  and
measurement  principles of APB Opinion No. 25,  "Accounting  for Stock Issued to
Employees," and related  Interpretations.  No stock-based employee  compensation
was reflected in net income for periods  ending prior to October 1, 2005, as all
options  granted  had an  exercise  price  equal  to  the  market  value  of the
underlying common stock on the grant date. However, the Company adopted SFAS No.
123R as of October 1, 2005 and stock-based  compensation  expense is reported in
net income. See Note 4 "Stock Based  Compensation," of the Notes to Consolidated
Financial  Statements  for  information  related to the effects on the Company's
reported net income  (loss) and net income (loss) per share of applying the fair
value   recognition   provision  of  the  previous   SFAS  123  to   stock-based
compensation.  Refer  also to note 13  "Stock  Option  Plans"  on page 31 of the
Company's September 30, 2005 consolidated financial statements.

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

Total assets of the Company increased $21.5 million,  or 3.2%, to $699.3 million
at December  31, 2005 from $677.8  million at September  30,  2005.  Significant
changes   in   individual   categories   include  a   decrease   in   securities
held-to-maturity of $6.2 million, an increase in net loans of $26.7 million, and
an increase in cash of $1.3 million.

Total  liabilities of the Company  increased  $21.5 million,  or 3.4%, to $657.2
million at  December  31,  2005 from  $635.7  million  at  September  30,  2005.
Significant  changes  include  an  increase  in  short-term  borrowings  of $9.6
million,  an increase in deposits of $13.3 million,  and a decrease in long-term
borrowings of $1.6 million.

                                      -11-


<PAGE>

Stockholders'  equity was relatively  unchanged at $42.0 million at December 31,
2005. This result reflects net income for the three-month  period ended December
31, 2005 of $964,000,  stock  options  exercised  of $120,000,  and stock issued
under the Dividend Reinvestment Plan of $35,000. Offsetting these increases were
common stock cash dividends paid of $382,000, and an increase of the accumulated
other  comprehensive  loss of $793,000.  Accumulated  other  comprehensive  loss
increased  from  September 30, 2005 as a result of changes in the net unrealized
losses on the available-for-sale  securities due to the fluctuations in interest
rates during the current  period.  Management  does not consider the  unrealized
losses at December 31,  2005,  to be other than  temporary.  Because of interest
rate  volatility,  the  Company's  accumulated  other  comprehensive  loss could
materially  fluctuate for each interim and year-end period.  Approximately  $3.4
million of the  balances  in  retained  earnings  as of  December  31,  2005 and
September  30, 2005  represent  base year bad debt  deductions  for tax purposes
only, as they are considered restricted accumulated earnings.


Non-Performing Assets
---------------------
The  following  table sets forth  information  regarding  non-accrual  loans and
foreclosed  real estate by the Company at the dates  indicated.  The Company did
not have any loans which were classified as troubled debt  restructuring  at the
dates presented (dollar amounts in thousands).

<TABLE>
<CAPTION>
                                                           December 31,      September 30,
                                                              2005                2005
                                                             ------              ------
<S>                                                        <C>                 <C>
Non-accrual residential real estate loans
    (one-to-four family)                                     $  525              $  533

Non-accrual construction, multi family
    residential and commercial real estate loans                199                 179

Non-accrual installment loans                                   310                 188

Non-accrual commercial business loans                         1,420               1,419
                                                             ------              ------

Total non-performing loans                                   $2,454              $2,319
                                                             ======              ======

Total non-performing loans as a percent of
    net loans receivable                                       0.66%               0.67%
                                                             ======              ======

Total foreclosed real estate                                 $  789              $  789
                                                             ======              ======

Total non-performing loans and foreclosed real estate as a
percent of total assets                                         .46%                .46%
                                                             ======              ======
</TABLE>

Included in  non-performing  loans at December 31, 2005 are seven  single-family
residential  real estate loans totaling  $525,000,  two  commercial  real estate
loans totaling  $199,000,  nineteen home equity and  installment  loans totaling
$310,000, and eight commercial business loans totaling $1.4 million.

                                      -13-

<PAGE>

At December  31,  2005,  the Company  had an  allowance  for loan losses of $2.7
million or .72% of net loans  receivable,  as compared to an  allowance  of $2.6
million or .75% of net loans receivable at September 30, 2005. The allowance for
loan losses equals 108.9% of non-performing  loans at December 31, 2005 compared
to 111.9% at  September  30, 2005.  Management  believes the balance is adequate
based on its analysis of quantitative and qualitative factors as of December 31,
2005.  Management  has  evaluated  its entire loan  portfolio,  including  these
non-performing loans, and the overall allowance for loan losses and is satisfied
that the allowance for losses on loans at December 31, 2005 is  reasonable.  See
also  "Provision for Loan Losses."  However,  there can be no assurance that the
allowance for loan losses is sufficient to cover possible future loan losses.

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

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

                                      -13-

<PAGE>

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

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

Net income for the three months ended  December 31, 2005 was $964,000  ($.31 per
diluted  share)  compared to $1.0 million ($.33 per diluted  share) for the same
period in 2004, a decrease of $41,000 or 4.1 %. The decrease reflects a decrease
in net interest  income of $146,000 or 4.2%,  partially  offset by a decrease in
the  provision  for loan  losses of  $50,000,  an  increase  in other  income of
$101,000,  or 12.0%, an increase in other operating expenses of $30,000 or 1.0%,
and an increase in the provision for income taxes of $16,000 or 6.6%.

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 2.09% in the three months ended December 31, 2005 from 2.34% in the
same period in 2004 as a result of the average yield on total  interest  earning
assets   increasing  less  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.

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                        December 31,
                                                                  2005              2004
                                                                  ----              ----
<S>                                                           <C>                <C>
        Average yield on:
          Mortgage loans                                          5.89%             6.01%
          Mortgage-backed securities                              4.17              3.89
          Installment loans                                       6.14              5.84
          Commercial business loans and leases                    7.16              6.28
          Interest -earning deposits with other institutions,
          investment securities, and FHLB stock (1)               4.90              4.55
                                                                  ----              ----
          Total interest-earning assets                           5.40              5.10
                                                                  ----              ----
        Average rates paid on:
          Savings deposits                                        2.40              2.04
          Borrowed funds                                          4.47              3.76
                                                                  ----              ----
          Total interest-bearing liabilities                      3.31              2.76
                                                                  ----              ----
        Average interest rate spread                              2.09%             2.34%
                                                                 =====              =====
        Net yield on interest-earning assets                      2.14%             2.39%
                                                                  =====             =====
</TABLE>

(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  increased $1.0 million or 23.4% to $5.5 million for the three
months  ended  December  31,  2005,  compared  to the same  period in 2004.  The
increase  reflects an increase in the average  loan balance  outstanding  during
2005,  as well as a slight  increase  in the  average  yield  earned on the loan
portfolio.

Interest on mortgage-backed securities decreased $28,000 or 2.1% to $1.3 million
for the  three-month  period ended  December  31, 2005,  as compared to the same
period in 2004.  The  decrease  reflects a decrease  in the  average  balance of
mortgage-backed  securities owned in the period, partially offset by an increase
in the average yield earned on the portfolio.

                                      -14-

<PAGE>

Interest  on  interest-bearing  demand  deposits  with  other  institutions  and
investment  securities  increased  $47,000 or 2.67%,  for the three months ended
December 31, 2005, as compared to the same period in 2004. The increase reflects
an  increase  in the yield  earned on these  investments  partially  offset by a
decrease in the average balance in the portfolio.

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

Interest  on  deposits  increased  $404,000  or  21.9% to $2.2  million  for the
three-month  period ended  December 31, 2005,  as compared to the same period in
2004. The increase reflects an increase in the average cost of the deposits,  as
well as an increase in the average balance of deposits.

Interest on subordinated debt increased $53,000,  or 36.6%, for the three months
ended  December 31, 2005,  as compared to the same period in 2004.  The increase
reflects an increase in the rate paid on the subordinated debt.

Interest on  short-term  borrowings,  including  Federal Home Loan Bank ("FHLB")
"RepoPlus"  advances,   securities  sold  under  agreement  to  repurchase,  and
treasury,  tax and  loan  notes,  increased  $845,000  to $1.3  million  for the
three-month  period ended  December 31, 2005,  as compared to the same period in
fiscal 2004. The increase  reflects an increase in the average  balance of these
borrowings, as well as an increase in the average cost of these borrowings.

Interest on long-term debt,  including FHLB fixed rate advances and "Convertible
Select" advances,  decreased $100,000 to $1.6 million for the three months ended
December  31, 2005 as compared to the same period in fiscal  2004.  The decrease
reflects a decrease in the average  balance of the debt,  partially  offset by a
slight increase in the average cost of the debt.

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


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

The Company's net interest  income  decreased  $146,000 or 4.2% to $3.3 million,
for the three month  period ended  December  31,  2005,  as compared to the same
period in 2004. The decrease in the current fiscal period is  attributable  to a
decreased  interest  rate  spread,  partially  offset  by  an  increase  in  net
interest-earning  assets.  The interest  rate spread  decreased to 2.09% for the
three-month  period  ended  December  31,  2005,  compared to 2.34% for the same
period in 2004. Average net interest-earning assets increased $301,000, or 1.8%,
for the  three-month  period ended  December  31, 2005,  as compared to the same
period in 2004.


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

The provision for loan losses  decreased to $125,000 for the three-month  period
ended December 31, 2005, as compared to $175,000 for the same period in 2004. At
December 31, 2005,  the  allowance  for loan losses  increased  $77,000 to $2.67
million from $2.60  million at September  30, 2005.  Net loan  charge-offs  were
$48,000 and  $236,000  for the three  months  ended  December 31, 2005 and 2004,
respectively.

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

                                      -15-

<PAGE>

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

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

Total non-interest or other income increased $101,000 or 12.0% to $942,000,  for
the  three-month  period ended December 31, 2005, as compared to the same period
in 2004.  Increases in other income  primarily  relate to increased gains on the
sale of securities,  increased  gains on the sale of loans,  and increased other
operating income.

Net gains on the sales of  securities  were  $141,000 for the three month period
ended  December 31, 2005, as compared to a gain of $82,000 in the same period in
2004.  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 $13,000 for the three-month  period ended December
31,  2005,  as  compared  to a gain of $5,000 for the same  period in 2004.  The
three-month  period  ended  December  31,  2005  results  include  the  sale  of
approximately $1.2 million of fixed rate, single-family mortgage loans, compared
to $307,000 of similar loan sales during the prior fiscal period.

Other operating  income was $349,000 for the  three-month  period ended December
31, 2005,  as compared to $301,000 for the same period in 2004.  The increase is
due  primarily  to an  increase  in  fees  earned  on the  sale  of  non-insured
investment products, an increase in ATM fees, and other operating income.

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

Total  operating  expenses for the  three-month  period ended  December 31, 2005
totaled $2.91 million compared to $2.88 million for the same period in 2004. The
increase is due primarily to an increase in compensation and benefits expense.

Compensation and benefits  expense was $1.89 million for the three-month  period
ended  December  31, 2005,  as compared to $1.82  million for the same period in
2004.  The increase is due primarily to normal salary  increases for  employees,
increases in the cost of health  insurance,  and an increase in Directors'  fees
associated with the addition of two new Directors.

Office occupancy and equipment expense was relatively  unchanged at $258,000 for
the three-month  period ended December 31, 2005, as compared to $257,000 for the
same period in 2004.

There were no sales of  foreclosed  real estate  during the  three-month  period
ended  December 31, 2005,  however,  sales of foreclosed  real estate during the
three-month  period ended  December 31, 2004  resulted in a net gain of $24,000.
Foreclosed  real estate  expense  was $5,000 for the  three-month  period  ended
December  31,  2005,  as compared  to $43,000  for the same period in 2004.  The
results  reflect  the costs  associated  with the  holding  and  disposition  of
properties  during the periods.  At December 31,  2005,  the Bank had  seventeen
single-family  residential  properties,  fifteen of which were owned by the same
borrower as  investment  properties,  and one  commercial  real estate  property
classified as foreclosed real estate.

                                      -16-

<PAGE>

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

Total income tax expense for the three-month  period ended December 31, 2005 was
$257,000 compared to $241,000 for the same 2004 period.  The effective tax rates
for the three-month  periods ended December 31, 2005 and 2004 were approximately
21.1% and 19.3%,  respectively.  Tax-exempt  income  includes  income  earned on
certain  municipal  investments that qualify for state and/or federal income tax
exemption; income earned by the Bank's Delaware subsidiary, which is not subject
to state income tax, and earnings on Bank-owned life insurance  policies,  which
are exempt from federal  taxation.  State and federal  tax-exempt income for the
three-month  period  ended  December  31, 2005 was $1.93  million and  $450,000,
respectively,  compared to $1.94  million and  $429,000,  respectively,  for the
three-month period ended December 31, 2004.

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

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including the Preferred  Securities  issued by FB Statutory  Trust II in
2003.  The Preferred  Securities  may comprise up to 25% of the Company's Tier 1
capital.  Total capital  includes Tier 1 capital and other forms of capital such
as the allowance for loan losses, subject to limitations, and subordinated debt.
The guidelines  establish a minimum standard  risk-based  target ratio of 8%, of
which at least 4% must be in the form of Tier 1 capital.  At December  31, 2005,
the Company had Tier 1 capital as a percentage of risk-weighted assets of 12.27%
and total risk-based capital as a percentage of risk-weighted assets of 12.91%.

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum  ratio of Tier 1 capital as a  percentage  of average  total assets (the
"Leverage  Ratio") of 3% for bank holding  companies that meet certain criteria,
including  that they  maintain  the highest  regulatory  rating.  All other bank
holding companies are required to maintain a Leverage Ratio of at least 4% or be
subject to prompt  corrective  action by the Federal  Reserve.  At December  31,
2005, the Company had a Leverage Ratio of 7.44%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other institutions. At December 31, 2005, the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.41% of  average  total  assets,  as
defined.

The Bank is also  required to maintain a ratio of  qualifying  total  capital to
risk-weighted assets and off-balance sheet items of a minimum of 8%. At December
31, 2005,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 10.47%.

Liquidity
---------

The Company's primary sources of funds have historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent,  loans.  At December 31, 2005,  the total of approved  loan  commitments
amounted  to $4.6  million.  In  addition,  the  Company  had $18.6  million  of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months  totals  approximately  $81.1  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.

                                      -17-

<PAGE>

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

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

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

A summary  of the  contractual  amount  of the  Company's  financial  instrument
commitments is as follows:

<TABLE>
<CAPTION>
                                                                 December 31,        September 30,
                                                                    2005                 2005
                                                                    ----                 ----
                                                                        (in thousands)

<S>                                                             <C>                  <C>
         Commitments to grant loans                               $ 4,640              $ 1,369
         Unfunded commitments under lines of credit                40,522               39,414
         Financial and performance standby letters of credit          205                  295
</TABLE>

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition or  disclosure,  other than its standby  letters of credit.  Standby
letters of credit written are conditional  commitments  issued by the Company to
guarantee the performance of a customer to a third party. Generally, all letters
of credit,  when issued have  expiration  dates within one year. The credit risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending other loan  commitments.  The Bank requires  collateral  supporting
these  letters  of credit  as deemed  necessary.  Management  believes  that the
proceeds  obtained  through a liquidation of such collateral would be sufficient
to cover the maximum  potential  amount of future  payments  required  under the
corresponding  guarantees.  The current  amount of  liability as of December 31,
2005 for guarantees under standby letters of credit issued is not material.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

           There  have  been  no  material  changes  in  information   regarding
           quantitative  and  qualitative   disclosures  about  market  risk  at
           December 31, 2005 from the  information  presented under the caption,
           Management's  Discussion  and  Analysis of  Financial  Condition  and
           Results of  Operations  - Asset and  Liability  Management,  filed as
           Exhibit 13 to the Form 10-K for September 30, 2005.

                                      -18-
<PAGE>

Item 4.  Controls and Procedures

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

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


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


Item 1.   Legal Proceedings

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

Item 1A.  Risk Factors

          Not Applicable

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

          Not Applicable

Item 3.   Defaults Upon Senior Securities

          Not Applicable

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

          Not Applicable

Item 5.   Other Information

          Not Applicable

Item 6.   Exhibits

          The following exhibits are filed as part of this Report.

          3.1  Articles of Incorporation (1)
          3.2  Amended Bylaws (2)
          4.1  Rights  Agreement dated June 30, 2003 between  Fidelity  Bancorp,
               Inc. and Registrar and Transfer Company (3)

                                      -19-

<PAGE>

          4.3* Indenture,  dated as of  September  26,  2002,  between  Fidelity
               Bancorp,  Inc.  and  State  Street  Bank  and  Trust  Company  of
               Connecticut, National Association
          4.4* Amended  and Restated Declaration of Trust, dated as of September
               26, 2002,  by  and among  State  Street  Bank and Trust  Company,
               National Association, as Institutional Trustee, Fidelity Bancorp,
               Inc., as Sponsor and William L. Windisch,  Richard G. Spencer and
               Lisa L. Griffith, as Administrators.
          4.5* Guarantee  Agreement,  as dated as of September  26, 2002, by and
               between  Fidelity  Bancorp,  Inc. and State Street Bank and Trust
               Company of Connecticut, National Association.
          10.1 Employee Stock Ownership Plan, as amended (1)
          10.2 1988 Employee Stock Compensation Program (1)
          10.3 1993 Employee Stock Compensation Program (4)
          10.4 1997 Employee Stock Compensation Program (5)
          10.5 1993 Directors' Stock Option Plan (4)
          10.6 1998 Group Term Replacement Plan (6)
          10.7 1998 Salary  Continuation  Plan  Agreement  by and  between  W.L.
               Windisch, the Company and the Bank (6)
          10.8 1998 Salary  Continuation  Plan  Agreement  by and  between  R.G.
               Spencer, the Company and the Bank (6)
          10.9 1998 Salary  Continuation  Plan  Agreement  by and  between  M.A.
               Mooney, the Company and the Bank (6)
          10.10 Salary Continuation Plan Agreement with Lisa L. Griffith
          10.11 1998 Stock Compensation Plan (7)
          10.12 2000 Stock Compensation Plan (8)
          10.13 2001 Stock Compensation Plan (9)
          10.14 2002 Stock Compensation Plan (10)
          10.15 2005 Stock-Based Incentive Plan (11)
          20.1 Dividend Reinvestment Plan (12)
          31.1 Section 302 Certification of Chief Executive Officer
          31.2 Section 302 Certification of Chief Financial Officer
          32   Certification  Pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)  Incorporated by reference from the exhibits  attached to the Prospectus and
     Proxy Statement of the Company  included in its  Registration  Statement on
     Form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
     (the "Registration Statement").
(2)  Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on August 14, 2002.
(3)  Incorporated by reference from Form 8-A filed June 30, 2003.
(4)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(6)  Incorporated by reference to an identically  numbered  exhibit in Form 10-K
     filed with the SEC on December 29, 1998.
(7)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(8)  Incorporated by reference to Exhibit 4.1 to the Form S-8 filed with the SEC
     on January 19, 2001.
(9)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 29, 2002.
(10) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     February 26, 2003.
(11) Incorporated by reference to Exhibit 4.1 to the Form S-8 filed with the SEC
     on March 7, 2005.
(12) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.

                                      -20-

<PAGE>

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                              FIDELITY BANCORP, INC.



Date:   February 14, 2006     By:  /s/ Richard G. Spencer
                                   ---------------------------------------------
                                   Richard G. Spencer
                                   President and Chief Executive Officer


Date:   February 14, 2006     By: /s/ Lisa L. Griffith
                                  ----------------------------------------------
                                  Lisa L. Griffith
                                  Sr. Vice President and Chief Financial Officer



                                      -21-