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 June 30, 2003
                                   -------------

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

    For the transition period from                      to
                                   --------------------    ---------------------

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

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

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

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

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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest  practicable  date:  2,530,255 shares,
par value $0.01, at July 31, 2003                              -----------------
---------------------------------

<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index

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

Item 1.        Financial Statements (Unaudited)

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

               Consolidated Statements of Income for the Three and Nine Months Ended                             2
               June 30, 2003 and 2002

               Consolidated Statements of Cash Flows for the Nine Months Ended                                 3-4
               June 30, 2003 and 2002

               Consolidated  Statements of Changes in Stockholders' Equity for the Nine Months
               Ended June 30, 2003 and 2002                                                                      5

               Notes to Consolidated Financial Statements                                                        6

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations            14

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                       23

Item 4.        Controls and Procedures                                                                          24


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

Item l.        Legal Proceedings                                                                                24

Item 2.        Changes in Securities and Use of Proceeds                                                        24

Item 3.        Defaults Upon Senior Securities                                                                  24

Item 4.        Submission of Matters to a Vote of Security Holders                                              24

Item 5.        Other Information                                                                                24

Item 6.        Exhibits and Reports on Form 8-K                                                              25-26

Signatures                                                                                                      27

</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>
                                                                                     June 30,  September 30,
              Assets                                                                   2003        2002
              ------                                                                ---------    ---------
<S>                                                                               <C>          <C>
Cash and amounts due from depository institutions                                   $  15,394    $   9,318
Interest-earning demand deposits with other institutions                                  587       14,516
Investment securities held-to-maturity
  (fair value of $58,001 and $41,060)                                                  55,736       39,198
Investment securities available-for-sale                                              114,324       90,729
Mortgage-backed securities held-to-maturity
  (fair value of $57,667 and $43,019)                                                  57,156       42,403
Mortgage-backed securities available-for-sale                                          75,306       71,656
Loans receivable, net  (Notes 6 and 7)                                                275,800      316,320
Loans held for sale                                                                     1,556        1,869
Foreclosed real estate                                                                    475          658
Federal Home Loan Bank stock - at cost                                                 10,297       10,120
Accrued interest receivable                                                             3,161        3,711
Office premises and equipment, net                                                      5,995        5,696
Deferred tax asset                                                                        662          531
Goodwill                                                                                3,093        2,557
Core deposit intangibles                                                                  270          154
Prepaid income taxes                                                                        -          320
Prepaid expenses and other assets                                                       7,369        6,049
                                                                                    ---------    ---------
       Total Assets                                                                 $ 627,181    $ 615,805
                                                                                    =========    =========

              Liabilities and Stockholders' Equity
              ------------------------------------
Liabilities:
   Savings and time deposits                                                        $ 365,816    $ 351,406
   Federal Home Loan Bank advances and
      other borrowings                                                                185,716      190,834
   Guaranteed preferred beneficial interest in
      Company's debentures                                                             10,000       20,250
   Securities sold under agreement to repurchase                                        6,231        5,849
   Advance deposits by borrowers for
      taxes and insurance                                                               3,249        1,238
   Accrued interest payable                                                             1,416        1,923
   Securities purchased, but not settled                                                9,757            -
   Other accrued expenses and liabilities                                               2,207        1,725
                                                                                    ---------    ---------
       Total Liabilities                                                              584,392      573,225
                                                                                    ---------    ---------
Stockholders' equity (Notes 4 and 5):
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,786,523
      and 2,755,020 shares issued, respectively                                            28           25
   Additional paid-in capital                                                          28,615       22,564
   Treasury stock, at cost - 252,692 and 201,616 shares                                (4,330)      (2,358)
   Retained earnings                                                                   15,481       19,176
   Accumulated other comprehensive income,
       net of tax                                                                       2,995        3,173
                                                                                    ---------    ---------
       Total Stockholders' Equity                                                      42,789       42,580
                                                                                    ---------    ---------
       Total Liabilities and Stockholders' Equity                                   $ 627,181    $ 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  Nine Months Ended
                                                                                June 30,            June 30,
                                                                                --------            --------
                                                                             2003      2002       2003      2002
                                                                           -------   -------    -------   -------
<S>                                                                      <C>       <C>        <C>       <C>
Interest income:
   Loans                                                                   $ 5,037   $ 5,991    $16,089   $18,148
   Mortgage-backed securities                                                1,162     1,484      3,789     4,242
   Investment securities - taxable                                           1,138     1,034      3,302     3,013
   Investment securities - tax-exempt                                          592       637      1,859     1,953
   Deposits with other institutions                                             11         7         80        30
                                                                           -------   -------    -------   -------
      Total interest income                                                  7,940     9,153     25,119    27,386
                                                                           -------   -------    -------   -------
Interest expense:
   Savings deposits                                                          2,219     2,478      6,982     8,058
   Guaranteed preferred beneficial interest
      in Company's debentures                                                  122       256      1,074       768
   Borrowed funds                                                            2,493     2,875      7,796     8,677
                                                                           -------   -------    -------   -------
      Total interest expense                                                 4,834     5,609     15,852    17,503
                                                                           -------   -------    -------   -------
Net interest income before provision
   for loan losses                                                           3,106     3,544      9,267     9,883
Provision for loan losses                                                       75       100        480       300
                                                                           -------   -------    -------   -------
Net interest income after provision
   for loan losses                                                           3,031     3,444      8,787     9,583
                                                                           -------   -------    -------   -------
Other income:
   Loan service charges and fees                                               160        93        394       294
   Gain (loss) on sale of investment and
      mortgage-backed securities, net                                          117       (29)       505        61
   Gain on sale of loans                                                       145        37        343       233
   Deposit service charges and fees                                            305       273        904       628
   Other operating income                                                      249       255        783       768
                                                                           -------   -------    -------   -------
      Total other income                                                       976       629      2,929     1,984
                                                                           -------   -------    -------   -------
Operating expenses:
   Compensation and employee benefits                                        1,646     1,513      4,942     4,507
   Occupancy and equipment expense                                             263       229        724       645
   Depreciation and amortization                                               195       153        539       454
   Federal insurance premiums                                                    9        17         38        46
   Loss on real estate owned, net                                                7        12         12        47
   Goodwill amortization                                                      --          27       --         108
   Core deposit intangible amortization                                         14         6         36         6
   Other operating expenses                                                    584       561      1,755     1,674
                                                                           -------   -------    -------   -------
      Total operating expenses                                               2,718     2,518      8,046     7,487
                                                                           -------   -------    -------   -------
Income before income tax provision                                           1,289     1,555      3,670     4,080
Income tax provision                                                           290       342        822       808
                                                                           -------   -------    -------   -------
Net income                                                                 $   999   $ 1,213    $ 2,848   $ 3,272
                                                                           =======   =======    =======   =======
Basic earnings per common share (Note 4)                                   $   .38   $   .48    $  1.09   $  1.33
                                                                           =======   =======    =======   =======
Diluted earnings per common share (Note 4)                                 $   .36   $   .46    $  1.05   $  1.29
                                                                           =======   =======    =======   =======
Dividends per common share                                                 $   .12   $  .109    $   .36   $  .327
                                                                           =======   =======    =======   =======
</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>
                                                                                    Nine Months Ended June 30,
                                                                                       2003        2002
                                                                                     --------    --------
<S>                                                                                <C>         <C>
Operating Activities:
--------------------
     Net income                                                                      $  2,848    $  3,272
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                                                        480         300
         (Gain) loss on real estate owned                                                  12          47
         Depreciation of premises and equipment                                           539         454
         Deferred loan fee amortization                                                  (538)       (226)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                       1,177         254
         Amortization of intangibles                                                       36         114
         Net (gain) loss on sale of investment securities                                (505)        (89)
         Net (gain) loss on sale of mortgage-backed securities                              -          28
         Net (gain) loss  on sale of loans                                               (343)       (233)
         Origination of loans held-for-sale                                           (17,874)    (14,593)
         Proceeds from sale of loans held-for-sale                                     18,515      14,094
         (Increase) decrease in interest receivable                                       550         (45)
         Increase (decrease) in prepaid income taxes                                      320          67
         Increase (decrease) in interest payable                                         (507)       (112)
         Write-off of unamortized debt issuance costs                                     599           -
         Other changes, net                                                            (1,868)     (1,292)
                                                                                     --------    --------
     Net cash provided by (used in) operating activities                                3,441       2,040
                                                                                     --------    --------
Investing Activities:
--------------------
     Proceeds from sales of investment securities available-for-sale                   11,126      12,626
     Proceeds from maturities and principal repayments of
        investment securities available-for-sale                                       13,323       9,990
     Purchases of investment securities available-for-sale                            (47,232)    (22,546)
     Proceeds from sales of mortgage-backed securities available-for-sale                   -       2,691
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                           49,861      14,927
     Purchases of mortgage-backed securities available-for-sale                       (54,982)    (31,897)
     Purchases of investment securities held-to-maturity                              (28,727)    (17,538)
     Proceeds from maturities and principal repayments of
        investment securities held-to-maturity                                         18,895       1,000
     Purchases of mortgage-backed securities held-to-maturity                         (42,629)    (22,189)
     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                                                     30,533      11,959
     Net Cash Acquired in the acquisition of Carnegie Financial Corporation                 -         140
     Net (increase) decrease in loans                                                  40,528      19,797
     Proceeds from sale of other loans                                                     51         733
     Net (purchases) redemptions of FHLB stock                                           (177)          3
     Additions to office premises and equipment                                          (838)       (620)
                                                                                     --------    --------

     Net cash provided by (used in) investing activities                              (10,268)    (18,408)
                                                                                     --------    --------
</TABLE>

Continued on page 4.
                                       -3-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                            Nine Months Ended June 30,
                                                                                                2003        2002
                                                                                              --------    --------
<S>                                                                                         <C>          <C>
Financing Activities:
---------------------
Net increase (decrease) in savings and time deposits                                            14,410       5,851
Increase (decrease) in reverse repurchase agreements                                               382       2,329
Net increase (decrease) in short-term borrowings                                                21,986       3,947
Gross increase in long-term borrowings                                                          13,912      25,182
Repayments of long-term borrowings                                                             (41,016)    (20,000)
Trust preferred securities retired                                                             (10,250)          -
Proceeds from sale of stock in conjunction with the First PA merger                              1,304           -
Increase in advance payments by borrowers for taxes and insurance                                2,011       2,087
Cash dividends paid and cash paid in lieu of fractional shares                                    (893)       (754)
Stock options exercised                                                                            218         326
Proceeds from sale of stock through Dividend Reinvestment Plan                                      69          54
Purchase of treasury stock                                                                      (3,159)       (233)
                                                                                              --------    --------

Net cash provided by (used in) financing activities                                             (1,026)     18,789
                                                                                              --------    --------

Increase (decrease) in cash and cash equivalents                                                (7,853)      2,421

Cash and cash equivalents at beginning of period                                                23,834       8,031
                                                                                              --------    --------
Cash and cash equivalents at end of period                                                    $ 15,981    $ 10,452
                                                                                              ========    ========
Supplemental Disclosure of Cash Flow Information
------------------------------------------------

Cash paid during the period for:
  Interest on deposits and other borrowings                                                   $ 15,760    $ 17,510
  Income taxes                                                                                $    610    $    625
                                                                                              --------    --------

Transfer of loans to foreclosed real estate                                                   $      -    $    777
                                                                                              --------    --------

Securities purchased, but not settled                                                         $  9,757    $      -
                                                                                              --------    --------

The Company acquired First Pennsylvania Savings Association for
$687,000.  In conjunction with the acquisition, the assets acquired and
liabilities assumed were as follows:

Fair value of assets acquired                                                                 $ 26,240    $      -
Fair value of liabilities assumed                                                             $(26,927)   $      -
                                                                                              --------    --------
Liabilities assumed in excess of assets acquired                                              $   (687)   $      -
                                                                                              --------    --------
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
                                           Stock     Capital       Stock       Earnings     Net of Tax       Total
====================================================================================================================

<S>                                        <C>     <C>          <C>           <C>           <C>           <C>
Balance at September 30, 2001               $  22   $ 17,402     $ (3,872)     $ 20,274      $ 1,460       $ 35,286

Comprehensive income:
     Net income                                                                   3,272                       3,272
     Other comprehensive income,
       net of tax of $194                                                                        377            377
     Reclassification adjustment,
       net of tax of ($20)                                                                       (41)           (41)
                                            -----   --------     --------      --------      -------        -------
Total comprehensive income                     --         --           --         3,272          336          3,608

Acquisition of Carnegie                                  105        1,561                                     1,666
10% stock dividend distributed                  2      4,491                     (4,497)                         (4)
Cash dividends declared                                                            (750)                       (750)
Treasury stock purchased - 15,000 shares                             (233)                                     (233)
Contribution of stock to ESOP -
  12,000 shares                                            9          186                                       195
Sale of stock through Dividend
  Reinvestment Plan                                       54                                                     54
Stock options exercised                         1        325                                                    326
                                            -----   --------     --------      --------      -------       --------
Balance at June 30, 2002                    $  25   $ 22,386     $ (2,358)     $ 18,299      $ 1,796       $ 40,148
                                            =====   ========     ========      ========      =======       ========

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

Comprehensive income:
     Net income                                                                   2,848                       2,848
     Other comprehensive income,
        net of tax of $80                                                                        155            155
     Reclassification adjustment,
        net of tax of ($172)                                                                    (333)          (333)
                                            -----   --------     --------      --------      -------       --------
Total comprehensive income                     --         --           --         2,848         (178)         2,670

Proceeds from issuance of common stock                    96        1,208                                     1,304
10% stock dividend distributed                  3      5,647                     (5,653)                         (3)
Cash dividends declared                                                            (890)                       (890)
Treasury stock purchased - 146,106 shares                          (3,159)                                   (3,159)
Sale of stock through Dividend
  Reinvestment Plan                                       69                                                     69
Stock options exercised                                  239          (21)                                      218
                                            -----   --------     --------      --------      -------       --------
Balance at June 30, 2003                    $  28   $ 28,615     $ (4,330)     $ 15,481     $  2,995       $ 42,789
                                            =====   ========     ========      ========     ========       ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       -5-
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                                  June 30, 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 nine month  periods ended June 30, 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 June 30,  2003,  the Company had 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 nine months
                                                             ended June 30,          ended June 30,
                                                          --------------------     ---------------------
                                                           2003         2002         2003         2002
                                                         --------    ---------    ---------    ---------

<S>                                                    <C>         <C>          <C>          <C>
Net income, as reported                                  $    999    $   1,213    $   2,848    $   3,272
Add:  Stock-based compensation expense included in
  reported net income, net of tax                               -            -            -            -
Deduct: Compensation expense from stock options,
  determined under fair value based method, net of tax        (10)          (6)        (132)        (113)
                                                         --------    ---------    ---------    ---------
Pro forma net income                                     $    989    $   1,207    $   2,716    $   3,159
                                                         ========    =========    =========    =========

Earnings per share:
  Basic - as reported                                    $    .38    $     .48    $    1.09    $    1.33
  Basic - pro forma                                      $    .38    $     .48    $    1.04    $    1.28

  Diluted - as reported                                  $    .36    $     .46    $    1.05    $    1.29
  Diluted - pro forma                                    $    .36    $     .46    $    1.00    $    1.25

</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  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation  No.  46,   "Consolidation  of  Variable  Interest  Entities,  an
Interpretation of ARB No. 51". This interpretation provides new guidance for the
consolidation of variable interest entities (VIEs) and requires such entities to
be  consolidated  by  their  primary   beneficiaries  if  the  entities  do  not
effectively  disperse risk among parties involved.  The interpretation also adds
disclosure  requirements  for investors  that are involved  with  unconsolidated
VIEs. The disclosure requirements apply to all financial statements issued after
January 31, 2003.  The  consolidation  requirements  apply  immediately  to VIEs
created  after  January 31, 2003 and are  effective for the first fiscal year or
interim period  beginning  after June 15, 2003 for VIEs acquired before February
1, 2003.  The  adoption  of this  interpretation  did not have any impact on the
Company's financial condition or results of operations.

In April 2003, the Financial  Accounting  Standards  Board issued  Statement No.
149, "Amendment of Statement No. 133, Accounting for Derivative  Instruments and
Hedging Activities". This statement clarifies the definition of a derivative and
incorporates  certain  decisions  made by the  Board as part of the  Derivatives
Implementation Group process.  This statement is effective for contracts entered
into or modified,  and for hedging relationships  designated after June 30, 2003
and should be applied prospectively. The provisions of the Statement that relate
to implementation issues addressed by the Derivatives  Implementation Group that
have been  effective  should  continue  to be applied in  accordance  with their
respective effective dates.  Adoption of this standard is not expected to have a
significant  impact  on  the  Company's   financial   condition  or  results  of
operations.

In May 2003, the Financial  Accounting Standards Board issued Statement No. 150,
"Accounting  for Certain  Financial  Instruments  with  Characteristics  of both
Liabilities  and Equity."  This  Statement  requires  that an issuer  classify a
financial  instrument  that is within  its scope as a  liability.  Many of these
instruments were previously  classified as equity.  This Statement was effective
for  financial  instruments  entered  into or  modified  after May 31,  2003 and
otherwise was effective  beginning  July 1, 2003.  The adoption of this standard
did not have any  impact on the  Company's  financial  condition  or  results of
operations.

                                       -8-
<PAGE>

(4) Earnings Per Share
    ------------------
Basic  earnings  per share (EPS)  excludes  dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares  outstanding for the period.  Diluted EPS reflects the potential dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or  converted  into common stock or resulted in the issuance of common
stock that then shared in the  earnings of the  Company.  All  weighted  average
share and per share amounts reflect the 10% stock dividends paid on May 28, 2002
and May 28, 2003.  The following  table sets forth the  computation of basic and
diluted earnings per share (amounts in thousands, except per share data):

<TABLE>
<CAPTION>
                                                  Three Months Ended            Nine Months Ended
                                                       June 30,                       June 30,
                                                    2003       2002               2003       2002
                                                  --------   --------           --------   --------
<S>                                             <C>        <C>               <C>        <C>
Numerator:
Net Income                                        $    999   $  1,213          $  2,848   $  3,272
                                                  --------   --------          --------   --------
  Numerator for basic and diluted
  earnings per share                              $    999   $  1,213          $  2,848   $  3,272
                                                  --------   --------          --------   --------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares                    2,628      2,534             2,620      2,461
Effect of dilutive securities:
  Employee stock options                               124         96               102         82
                                                  --------   --------          --------   --------
Denominator for diluted earnings per
  share - weighted average
  shares and assumed conversions                     2,752      2,630             2,722      2,543
                                                  --------   --------          --------   --------
Basic earnings per share                          $    .38   $    .48          $   1.09   $   1.33
                                                  --------   --------          --------   --------
Diluted earnings per share                        $    .36   $    .46          $   1.05   $   1.29
                                                  --------   --------          --------   --------
</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 on securities  available-for-sale  are
reported as  accumulated  other  comprehensive  income  (loss) in  stockholders'
equity.  Unrealized gains of $3.0 million, net of tax, on investments classified
as  available-for-sale  are  recorded  at June  30,  2003.  The  Company  had no
securities classified as trading as of June 30, 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.

                                       -9-
<PAGE>

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

                                              June 30,  September 30,
                                                2003         2002
                                             ---------    ---------
First  mortgage loans:
               Conventional:
                   1-4 family dwellings      $ 116,176    $ 169,849
                   Multi-family dwellings        6,062        7,217
               Commercial                       47,224       29,036
               Construction:
                   Residential                  12,164       11,372
                   Commercial                    5,033        8,205
                                             ---------    ---------
                                               186,658      225,679
                                             ---------    ---------
Less:
               Loans in process                (11,496)      (9,065)
               Unearned discounts and fees        (814)      (1,368)
                                             ---------    ---------
                                               174,348      215,246
                                             ---------    ---------
Installment loans:
               Home equity                      58,981       58,549
               Consumer loans                    1,115        1,286
               Other                             2,461        2,037
                                             ---------    ---------
                                                62,556       61,872
                                             ---------    ---------
Commercial business loans and leases:
               Commercial business loans        39,553       38,287
               Commercial leases                 2,387        3,971
                                             ---------    ---------
                                                41,941       42,258
                                             ---------    ---------

Less:  Allowance for loan losses                (3,044)      (3,056)
                                             ---------    ---------

               Loans receivable, net         $ 275,800    $ 316,320
                                             ---------    ---------

(7) Allowance for Loan Losses
    -------------------------
Changes in the allowance for loan losses for the nine months ended June 30, 2003
and the fiscal year ended  September 30, 2002 are as follows  (dollar amounts in
thousands):

<TABLE>
<CAPTION>
                                                             June 30,       September 30,
                                                               2003             2002
                                                             -------        -----------
<S>                                                        <C>             <C>
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                                        480             400
Charge-offs                                                     (561)           (520)
Recoveries                                                        29             101
                                                             -------         -------
Balance at end of period                                     $ 3,044         $ 3,056
                                                             -------         -------
</TABLE>

                                      -10-
<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 June 30, 2003,  the recorded  investment  in loans that are  considered to be
impaired  under SFAS No. 114 was $3.0  million  compared to $1.3 million at June
30, 2002.  Included in the current  amount is $1.3 million of impaired loans for
which the related  allowance  for loan losses is  $62,000,  and $1.7  million of
impaired loans that as a result of applying  impairment  tests  prescribed under
SFAS No. 114, do not have an  allowance  for loan losses.  The average  recorded
investment in impaired loans during the nine months ended June 30, 2003 was $2.0
million  compared to $1.7 million for the same period in the prior year. For the
nine  months  ended  June  30,  2003,  as well as June  30,  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 nine
months ended June 30 (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                      Three Months Ended   Nine Months Ended
                                                           June 30,              June 30,
                                                        2003      2002       2003       2002
                                                      -------   -------    -------    -------
<S>                                                 <C>       <C>        <C>        <C>
Net Income                                            $   999   $ 1,213    $ 2,848    $ 3,272
Change in unrealized gains (losses) on investment
securities and mortgage-backed securities available
for sale, net of taxes                                $   489   $ 1,923    $  (178)   $   336
                                                      -------   -------    -------    -------

Comprehensive income                                  $ 1,488   $ 3,136    $ 2,670    $ 3,608
                                                      =======   =======    =======    =======

</TABLE>
                                      -11-
<PAGE>

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

On July 12, 2002, the Company and First Pennsylvania Savings Association ("First
Pennsylvania)  jointly  announced the signing of an Agreement and Plan of Merger
Conversion,  whereby it was agreed that First  Pennsylvania would merge with and
into the Bank.  On September  30, 2002,  the agreement was amended to require an
offering  of stock of the  Company  to certain  members  of First  Pennsylvania.
Pursuant  to  the  amended  agreement,   First   Pennsylvania   converted  to  a
Pennsylvania-chartered  stock savings institution and simultaneously merged with
and into the Bank on December  31, 2002 and the Bank  acquired all of the assets
and assumed  all of the  liabilities  of First  Pennsylvania  for no  additional
consideration.   Liabilities  assumed  exceeded  assets  acquired  by  $687,000.
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 $687,000.


                                      -12-
<PAGE>

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

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

                                   Three months ended      Nine months ended
                                        June 30,               June 30,
                                    2003        2002        2003        2002
                                  --------   ---------   ---------   ---------

Reported net income               $    999   $   1,213   $   2,848   $   3,272
Add back: Goodwill amortization         --          27          --         108
                                  --------   ---------   ---------   ---------
Adjusted net income               $    999   $   1,240   $   2,848   $   3,380
                                  --------   ---------   ---------   ---------

Basic earnings per share:
         Reported net income      $    .38   $     .48   $    1.09   $    1.33
         Goodwill amortization          --         .01          --         .04
                                  --------   ---------   ---------   ---------
         Adjusted net income      $    .38   $     .49   $    1.09   $    1.37
                                  --------   ---------   ---------   ---------

Diluted earnings per share:
         Reported net income      $    .36   $     .46   $    1.05   $    1.29
         Goodwill amortization          --         .01          --         .04
                                  --------   ---------   ---------   ---------
         Adjusted net income      $    .36   $     .47   $    1.05   $    1.33
                                  --------   ---------   ---------   ---------

(11) Stockholders' Equity
     --------------------

Certain  reclassifications  have been made to the  components  of  stockholders'
equity as of  September  30, 2001 and 2002.  The  reclassifications  reflect the
recording  of stock  dividends  at fair  market  value  instead  of par value as
previously  recorded.  The net cumulative effect of the  reclassification was to
increase  additional  paid-in capital and to decrease  retained earnings by $2.6
million at September 30, 2001 and by $7.1 million at September 30, 2002.

                                      -13-
<PAGE>

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

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

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

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

Overview
--------

On  December  31,  2002,  the  Company   completed  its   acquisition  of  First
Pennsylvania  Savings  Association ("First  Pennsylvania").  The acquisition was
accounted for under the purchase  method of  accounting  and,  accordingly,  the
results of operations of First  Pennsylvania have been included in the Company's
consolidated  financial  statements from December 31, 2002. The Company acquired
loans  with  a  fair  value  of  approximately  $6.8  million,   investment  and
mortgage-backed  securities with a fair value of $11.8 million,  deposits with a
fair value of  approximately  $12.3  million and Federal Home Loan Bank advances
with a fair value of approximately  $13.9 million in the  transaction.  Goodwill
and  other  core  deposit   intangibles   arising  from  the  transaction   were
approximately  $687,000.  In connection with the merger, the Company raised $1.6
million in  proceeds  from the  issuance  of stock to  certain  members of First
Pennsylvania  and  Fidelity's  employee  stock  ownership plan in a subscription
offering and the Fidelity's stockholders and certain members of the community in
a stockholder and community offering.

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

Note 1 on pages 12 through 15 of the  Company's  Annual  Report to  Shareholders
lists significant  accounting  policies used in the development and presentation
of its financial  statements.  This  discussion  and analysis,  the  significant
accounting  policies,  and other financial  statement  disclosures  identify and
address key variables and other  qualitative and  quantitative  factors that are
necessary for an understanding  and evaluation of the Company and its results of
operations.

The most  significant  estimates in the  preparation of the Company's  financial
statements  are for the  allowance  for loan  losses  and  accounting  for stock
options.  Please refer to the  discussion  of the  allowance  for loan losses in
footnote 7 "Allowance  for Loan Losses" on page 10 above.  In addition,  further
discussion of the estimates used in determining the allowance for loan losses is
contained in the discussion on "Provision for Loan Losses" on page 17 herein and
page 44 of the  Company's  2002  Annual  Report  to  Shareholders.  The  Company
accounts  for its stock  option  plans  under the  recognition  and  measurement
principles of APB Opinion No. 25,  "Accounting  for Stock Issued to  Employees,"
and related  Interpretations.  No stock-based employee compensation is reflected
in net income,  as all options granted had an exercise price equal to the market
value of the underlying  common stock on the grant date.  Refer also to footnote
18  "Stock  Option  Plans" on page 28 of the  Company's  2002  Annual  Report to
Shareholders.  The Company  currently  has no intentions of adopting the expense
recognition   provisions   of  SFAS  No.  123,   "Accounting   for   Stock-Based
Compensation",  as well as the  amendments to this  statement  contained in SFAS
148,  "Accounting for Stock-Based  Compensation - Transition and Disclosure,  an
Amendment of FASB Statement No. 123."

                                      -14-
<PAGE>

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

Total assets of the Company increased $11.4 million,  or 1.9%, to $627.2 million
at June 30, 2003 from $615.8 million at September 30, 2002.  Significant changes
in  individual   categories   include  an  increase  in  investment   securities
available-for-sale  of $23.6  million,  an  increase  in  investment  securities
held-to-maturity  of $16.5 million,  an increase in  mortgage-backed  securities
available-for-sale  of $3.7 million,  an increase in mortgage-backed  securities
held-to-maturity  of  $14.8  million,  a  decrease  in  interest-earning  demand
deposits of $13.9  million,  and a decrease in net loans of $40.5  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  $149.0  million of  prepayments,  partially  offset by $6.8 million in
loans  acquired  from  First   Pennsylvania  and  $121.6  million  in  new  loan
originations.

Total  liabilities of the Company  increased  $11.2 million,  or 2.0%, to $584.4
million at June 30, 2003 from $573.2 million at September 30, 2002.  Significant
changes  include an increase in savings and time deposits of $14.4  million,  an
increase in securities purchased but not settled of $9.8 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  $209,000,  or .49% to $42.8 million at June 30,
2003,  compared to $42.6 million at September 30, 2002. This result reflects net
income  for the nine month  period  ended June 30,  2003 of $2.8  million,  $1.3
million of stock issued  during the  acquisition  of First  Pennsylvania,  stock
options exercised of $218,000,  and stock issued under the Dividend Reinvestment
Plan of $69,000.  Offsetting  these  increases  were common stock cash dividends
paid of $893,000,  treasury stock  purchased of $3.2 million,  and a decrease of
accumulated   other   comprehensive   income  of  $178,000.   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  earnings  as of June 30,  2003 and
September  30, 2002  represent  base year bad debt  deductions  for tax purposes
only, as they are considered restricted accumulated earnings.

                                      -15-

<PAGE>

Non-Performing Assets
---------------------
The  following  table sets forth  information  regarding  non-accrual  loans and
foreclosed  real estate by the Company at the dates  indicated.  The Company did
not have any  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).

<TABLE>
<CAPTION>
                                                            June 30,  September 30,
                                                              2003      2002
                                                             ------    ------
<S>                                                        <C>       <C>
Non-accrual residential real estate loans
    (one-to-four family)                                     $  846    $  515

Non-accrual construction, multi family
    residential and commercial real estate loans                165       408

Non-accrual installment loans                                   422       273

Non-accrual commercial business loans                         1,258     1,461
                                                             ------    ------

Total non-performing loans                                   $2,692    $2,657
                                                             ======    ======

Total non-performing loans as a percent of
    net loans receivable                                        .98%      .84%
                                                             ======    ======

Total foreclosed real estate                                 $  475    $  658
                                                             ======    ======

Total non-performing loans and foreclosed real estate as a
percent of total assets                                         .50%      .54%
                                                             ======    ======
</TABLE>

Included  in  non-performing  loans  at  June  30,  2003  are  19  single-family
residential real estate loans totaling $846,000, one commercial real estate loan
totaling $165,000,  26 home equity and installment loans totaling  $422,000,  15
commercial  business  loans totaling $1.3 million,  and one commercial  business
lease totaling $12,000.

Non-accrual  residential  real estate loans  totaled  $846,000 at June 30, 2003,
compared  to $515,000 at  September  30,  2002,  an  increase of  $331,000.  The
increase reflects $118,000 of non-accrual residential real estate loans acquired
from First Pennsylvania.

At June 30, 2003,  the Company had an allowance  for loan losses of $3.0 million
or 1.10% 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 113.1% of non-performing loans at June 30, 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 June 30, 2003 is adequate.  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.

                                      -16-
<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.

                                      -17-
<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Nine Months Ended June 30, 2003 and 2002
           ----------------------------------------------------------

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

Net  income for the three  months  ended June 30,  2003 was  $999,000  ($.36 per
diluted  share)  compared to $1.21 million ($.46 per diluted share) for the same
period in 2002,  a  decrease  of  $214,000  or 17.6 %. The  decrease  reflects a
decrease  in net  interest  income of $438,000 or 12.4% and an increase in other
operating expenses of $200,000 or 7.9%. Partially offsetting these factors was a
decrease  in the  provision  for loan  losses of  $25,000,  an increase in other
income of $347,000,  or 55.2%,  and a decrease in the provision for income taxes
of $52,000 or 15.2%.

Net income for the nine months ended June 30, 2003 was $2.85 million  ($1.05 per
diluted share)  compared to $3.27 million ($1.29 per diluted share) for the same
period in 2002,  a  decrease  of  $424,000  or 13.0 %. The  decrease  reflects a
decrease  in net  interest  income  of  $616,000  or 6.2%,  an  increase  in the
provision  for loan  losses of  $180,000  or 60.0%,  an  increase  in  operating
expenses of $559,000 or 7.5%,  and an increase in the provision for income taxes
of $14,000 or 1.7%.  Partially offsetting these factors was an increase in other
income of $945,000, or 47.6%.

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 2.14% in the three  months  ended June 30,  2003 from 2.54% 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
                                                                June 30,
                                                            2003        2002
                                                            ----        ----
        Average yield on:
          Mortgage loans                                    7.26%       7.32%
          Mortgage-backed securities                        3.48        5.44
          Installment loans                                 6.79        7.61
          Commercial business loans and leases              6.67        7.32
          Interest-earning deposits with other
          institutions, investment securities, and
          FHLB stock (1)                                    4.60        5.68
                                                            ----        ----
          Total interest-earning assets                     5.54        6.60
                                                            ----        ----
        Average rates paid on:
          Savings deposits                                  2.43        2.93
          Borrowed funds                                    5.11        5.60
                                                            ----        ----
          Total interest-bearing liabilities                3.39        4.06
                                                            ----        ----
        Average interest rate spread                        2.14%       2.54%
                                                            ====        ====
        Net yield on interest-earning assets                2.27%       2.67%
                                                            ====        ====

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

                                      -18-
<PAGE>

The Bank's  tax-equivalent  interest rate spread  decreased to 2.12% in the nine
months  ended June 30,  2003 from 2.43% 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.

                                                      Nine Months Ended June 30,
                                                       2003              2002
                                                       ----              ----
        Average yield on:
          Mortgage loans                               7.33%             7.42%
          Mortgage-backed securities                   4.00              5.61
          Installment loans                            7.01              7.70
          Commercial business loans and leases         6.57              7.64
          Interest-earning deposits with other
          institutions, investment securities, and
          FHLB stock (1)                               4.88              5.91
                                                       ----              ----
          Total interest-earning assets                5.85              6.78
                                                       ----              ----
        Average rates paid on:
          Savings deposits                             2.59              3.30
          Borrowed funds                               5.29              5.78
                                                       ----              ----
          Total interest-bearing liabilities           3.73              4.35
                                                       ----              ----
        Average interest rate spread                   2.12%             2.43%
                                                       ====              ====
        Net yield on interest-earning assets           2.27%             2.58%
                                                       ====              ====

(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  $954,000  or 15.9% to $5.0  million for the three
months  ended June 30,  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 $2.1 million or 11.3% to $16.1 million for the nine months ended
June 30, 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  $121.6 million in new loans;  however,  these  increases in
loans were offset by $149.0  million of loan  prepayments  and $18.2  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  $322,000 or 21.7% to $1.16
million  and  $453,000  or 10.7% to $3.79  million  for the three and nine month
periods  ended June 30, 2003,  respectively,  as compared to the same periods in
fiscal 2002.  The decrease for both the three and nine month  periods ended June
30,  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.

                                      -19-
<PAGE>

Interest on  interest-earning  deposits with other  institutions  and investment
securities  increased  $63,000 or 3.8%, and increased  $245,000 or 4.9%, for the
three and nine month periods ended June 30, 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  $259,000  or 10.5% to $2.2
million,  and decreased $1.1 million or 13.4% to $7.0 million, for the three and
nine month  periods ended June 30, 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  $134,000 or 52.3% for the three months ended June 30, 2003.  Interest
on guaranteed  preferred  beneficial  interest in  subordinated  debt  increased
$306,000  or 39.8% for the nine  months  ended June 30,  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 4.41%.  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  $382,000 or 13.3% to $2.5  million for the  three-month  period ended
June 30,  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  decreased  slightly.  Interest on Federal  Home Loan Bank  ("FHLB")
advances and other  borrowings  decreased  $881,000 or 10.2% to $7.8 million for
the  nine-month  period ended June 30,  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
$438,000  or 12.4%  to $3.1  million,  and  decreased  $566,000  or 5.7% to $9.3
million for the three and nine month periods ended June 30, 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.

                                      -20-
<PAGE>

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

The provision for loan losses decreased $25,000 to $75,000,  for the three month
period  ended June 30,  2003,  as compared to the same period in fiscal 2002 and
increased $180,000 to $480,000 for the nine month period ended June 30, 2003, as
compared to the same period in fiscal 2002. At June 30, 2003,  the allowance for
loan losses  decreased  $12,000 to $3.04 million from $3.06 million at September
30,  2002.  Net loan  charge-offs  were $32,000 and $46,000 for the three months
ended June 30, 2003 and 2002,  respectively.  Net loan charge-offs were $532,000
and $241,000 for the nine months ended June 30, 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 $347,000 or 55.2% to $976,000,  and
increased  $945,000 or 47.6% for the three and nine month periods ended June 30,
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,  increased  gains on the sale of loans,  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 $67,000 or 72.0% to $160,000,  and increased
$100,000 or 34.0%,  for the three and nine month  periods  ended June 30,  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 and an increase in late charges on loans.

Gain on the sale of investment and  mortgage-backed  securities was $117,000 and
$505,000 for the three and nine month periods ended June 30, 2003, respectively,
as compared  to a loss of $29,000  and a gain of $61,000 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 $145,000 and $343,000 for the three and nine month
periods ended June 30, 2003,  respectively,  as compared to gains of $37,000 and
$233,000 for the same periods in fiscal 2002. The  nine-month  period ended June
30, 2003 results include the sale of approximately  $18.2 million of fixed rate,
single family  mortgage  loans,  compared to $13.9 million of similar loan sales
during the prior fiscal period.

Deposit  service  charges and fees  increased  $32,000 or 11.7% and  $276,000 or
43.9%,  respectively,  for the three and nine month periods ended June 30, 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.

                                      -21-
<PAGE>

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

Total operating  expenses for the three-month period ended June 30, 2003 totaled
$2.7 million  compared to $2.5 million for the same period in fiscal 2002. Total
operating  expenses for the  nine-month  period ended June 30, 2003 totaled $8.0
million  compared  to $7.5  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 June 30, 2003 was
$290,000 compared to $342,000 for the same fiscal 2002 period. The effective tax
rate for the three-month  periods ended June 30, 2003 and 2002 was approximately
22.5% and  22.0%,  respectively.  Total  income tax  expense  for the nine month
period ended June 30, 2003 was $822,000 compared to $808,000 for the same fiscal
2002 period.  The effective tax rate for the  nine-month  periods ended June 30,
2003 and 2002 was approximately 22.4% and 19.8%,  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  period ended June 30, 2003 was
$2.0 million and $520,000, respectively. State and federal tax-exempt income for
the  nine-month  period ended June 30, 2003 was $5.6  million and $1.6  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 June 30, 2003, the Company
had Tier 1 capital as a percentage of  risk-weighted  assets of 13.05% and total
risk-based capital as a percentage of risk-weighted assets of 13.96%.

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum  ratio of Tier 1 capital as a  percentage  of average  total assets (the
"Leverage  Ratio") of 3% for bank holding  companies that meet certain criteria,
including  that they  maintain  the highest  regulatory  rating.  All other bank
holding companies are required to maintain a Leverage Ratio of at least 4% or be
subject to prompt  corrective  action by the Federal Reserve.  At June 30, 2003,
the Company had a Leverage Ratio of 7.55%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other  institutions.  At June 30, 2003,  the Bank  complied with the minimum
leverage  ratio  having  Tier 1 capital of 7.15% of  average  total  assets,  as
defined.

                                      -22-
<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 June 30,
2003, the Bank's total capital to  risk-weighted  assets ratio  calculated under
the FDIC capital requirement was 13.29%.

Liquidity
---------

The Company's primary sources of funds have historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent, loans. At June 30, 2003, the total of approved loan commitments amounted
to $9.5 million. In addition,  the Company had $11.5 million of undisbursed loan
funds at that date. The amount of savings  certificates  which mature during the
next twelve months totals  approximately $85.1 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.

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>
                                                           June 30,    September 30,
                                                             2003          2002
                                                             ----          ----
                                                               (in thousands)
<S>                                                        <C>          <C>
    Commitments to grant loans                             $ 16,875     $ 16,547
    Unfunded commitments under lines of credit               26,765       23,281
    Financial and performance standby letters of credit          93          122
</TABLE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

          There  have  been  no  material   changes  in  information   regarding
          quantitative and qualitative disclosures about market risk at June 30,
          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.

                                      -23-
<PAGE>

Item 4.  Controls and Procedures

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

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


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


Item 1.  Legal Proceedings

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


Item 2.  Changes in Securities

         None


Item 3.  Defaults Upon Senior Securities

         Not Applicable


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

         None


Item 5.  Other Information

         Not Applicable


                                      -24-

<PAGE>

<TABLE>
<CAPTION>

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          The following exhibits are filed as part of this Report.
    <S>       <C>
          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)
         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

</TABLE>
                                      -25-
<PAGE>

     (b)  Reports on Form 8-K

          A Report on Form 8-K was filed on April 17, 2003 reporting  under Item
          9 the issuance of an earnings  release for the quarter ended March 31,
          2003 and a press release to report a cash and 10% stock dividend.

          A Report on Form 8-K was filed on May 22, 2003 reporting  under Item 5
          the completion of the Company's stock  repurchase  program  originally
          announced  in July 2001,  and  announcing  the approval of a new stock
          repurchase  program to  repurchase up to 5% or  approximately  133,000
          shares.

          A Report on Form 8-K was filed on June 4, 2003 reporting  under Item 4
          the decision to dismiss KPMG LLP as its independent auditors.

          A Report on Form 8-K was filed on July 2, 2003 reporting  under Item 4
          the  engagement  of  Beard  Miller  Company  LLP  as  its  independent
          auditors.

          A Report on Form 8-K was filed on July 17, 2003 reporting under Item 9
          the earnings release for the quarter ended June 30, 2003 and to report
          a quarterly cash dividend.

          A Report on Form 8-K was filed on July 28, 2003 reporting under Item 5
          the completion of the Company's stock  repurchase  program  originally
          announced  in May 2003,  and  announcing  the  approval of a new stock
          repurchase  program to  repurchase up to 5% or  approximately  127,000
          shares.

          No financial statements were filed with the above reports.


(1)  Incorporated by reference from the exhibits  attached to the Prospectus and
     Proxy Statement of the Company  included in its  Registration  Statement on
     Form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
     (the "Registration Statement").
(2)  Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on August 14, 2002.
(3)  Incorporated by reference from Form 8-A filed March 31, 2003.
(4)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(6)  Incorporated by reference to an identically  numbered  exhibit in Form 10-K
     filed with the SEC on December 29, 1998.
(7)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(8)  Incorporated by reference to Exhibit 4.1 to the Form S-8 filed with the SEC
     on January 19, 2001.
(9)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 29, 2002.
(10) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     February 26, 2003.
(11) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.


                                      -26-
<PAGE>


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




                             FIDELITY BANCORP, INC.



Date:   August 15, 2003      By: /s/ Richard G. Spencer
                                 -------------------------------------------
                                 Richard G. Spencer
                                 President and Chief Executive Officer


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




                                      -27-