UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

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

     For the quarterly period ended June 30, 2006
                                    -------------

                                       OR

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

     For the transition period from ____________________ to ____________________

                         Commission file number 0-22288

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

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

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

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


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

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

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large accelerated filer [ ]   Accelerated filer [ ]  Non-accelerated filer [X]

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:
2,953,419 shares, par value $0.01, at July 31, 2006
---------------------------------------------------
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

Part I - Financial Information                                                                                 Page
------------------------------                                                                                 ----
<S>            <C>                                                                                              <C>
Item 1.        Financial Statements (Unaudited)

               Consolidated Statements of Financial Condition as of June 30, 2006 and                             3
               September 30, 2005

               Consolidated Statements of Income for the Three and Nine Months Ended                              4
               June 30, 2006 and 2005

               Consolidated Statements of Cash Flows for the Nine Months Ended                                  5-6
               June 30, 2006 and 2005

               Consolidated  Statements of Changes in Stockholders' Equity for the Nine Months
               Ended June 30, 2006 and 2005                                                                       7

               Notes to Consolidated Financial Statements                                                         8

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations             17

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                        28

Item 4.        Controls and Procedures                                                                           28


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

Item l.        Legal Proceedings                                                                                 29

Item lA        Risk Factors                                                                                      29

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds                                       29


Item 3.        Defaults Upon Senior Securities                                                                   29

Item 4.        Submission of Matters to a Vote of Security Holders                                               29

Item 5.        Other Information                                                                                 29

Item 6.        Exhibits                                                                                       30-31

Signatures                                                                                                       32
</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                                         2006           2005
              ------                                         ----           ----

<S>                                                        <C>          <C>
Cash and due from banks                                    $   9,293    $   9,234
Interest-bearing demand deposits with other institutions         380          636
                                                           ---------    ---------
    Cash and Cash Equivalents                                  9,673        9,870

Securities available-for-sale                                171,622      182,157
  (amortized cost of $176,203 and $183,542)
Securities held-to-maturity                                   94,146      105,316
  (fair value of $91,787 and $104,962)
Loans held for sale                                                -          248
Loans receivable, net of allowance of $2,632 and $2,596      419,072      346,076
Foreclosed real estate, net                                      423          789
Restricted investments in bank stock, at cost                 10,325       12,215
Office premises and equipment, net                             5,623        5,126
Accrued interest receivable                                    3,437        3,113
Other assets                                                  13,792       12,869
                                                           ---------    ---------
       Total Assets                                        $ 728,113    $ 677,779
                                                           =========    =========

      Liabilities and Stockholders' Equity
      ------------------------------------
Liabilities:
   Deposits:
      Non-interest bearing                                 $  34,379    $  32,415
      Interest bearing                                       385,537      334,397
                                                           ---------    ---------
       Total Deposits                                        419,916      366,812

   Short-term borrowings                                      69,913      111,141
   Subordinated debt                                          10,310       10,310
   Securities sold under agreement to repurchase               9,282        6,674
   Advance payments by borrowers for taxes and insurance       3,759        1,425
   Other liabilities                                           3,888        3,333
   Long-term debt                                            169,360      136,035
                                                           ---------    ---------
       Total Liabilities                                     686,428      635,730
                                                           ---------    ---------

Stockholders' equity:
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 3,562,151
      and 3,533,632 shares issued, respectively                   36           35
   Paid-in capital                                            44,654       44,250
   Retained earnings                                          10,223        8,486
   Accumulated other comprehensive loss                       (3,023)        (914)
   Treasury stock, at cost - 609,029 and 587,955 shares      (10,205)      (9,808)
                                                           ---------    ---------
       Total Stockholders' Equity                             41,685       42,049
                                                           ---------    ---------
       Total Liabilities and Stockholders' Equity          $ 728,113    $ 677,779
                                                           =========    =========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       3
<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,
                                                           --------               --------
                                                         2006      2005        2006        2005
                                                      --------   --------    --------   --------
<S>                                                   <C>        <C>         <C>        <C>
Interest income:
   Loans                                              $  6,255   $  4,779    $ 17,634   $ 13,729
   Mortgage-backed securities                            1,258      1,358       3,882      4,096
   Investment securities - taxable                       1,534      1,401       4,296      4,124
   Investment securities - tax-exempt                      515        463       1,539      1,410
   Other                                                     5          2          18          5
                                                      --------   --------    --------   --------
      Total interest income                              9,567      8,003      27,369     23,364
                                                      --------   --------    --------   --------

Interest expense:
   Deposits                                              2,958      1,966       7,727      5,659
   Short-term borrowings                                 1,144        668       3,772      1,631
   Long-term debt                                        1,848      1,723       5,134      5,172
   Subordinated debt                                       221        172         627        474
                                                      --------   --------    --------   --------
      Total interest expense                             6,171      4,529      17,260     12,936
                                                      --------   --------    --------   --------

Net interest income                                      3,396      3,474      10,109     10,428

Provision for loan losses                                  125        225         250        425
                                                      --------   --------    --------   --------

Net interest income after provision for loan losses      3,271      3,249       9,859     10,003
                                                      --------   --------    --------   --------

Other income:
   Loan service charges and fees                            77        101         216        267
   Realized gain on sales of securities, net               130         79         341        510
   Writedown of securities                                   -          -           -        (43)
   Gain on sales of loans                                   11         11          29         25
   Deposit service charges and fees                        333        351       1,023      1,017
   Other                                                   380        398       1,167      1,076
                                                      --------   --------    --------   --------
      Total other income                                   931        940       2,776      2,852
                                                      --------   --------    --------   --------

Operating expenses:
   Compensation and benefits                             1,977      1,917       5,838      5,555
   Office occupancy and equipment expense                  259        266         849        802
   Depreciation and amortization                           156        179         501        549
   Loss/(Gain) on sales of foreclosed real estate           22        (10)         37         92
   Foreclosed real estate expense                           42         23         131          4
   Amortization of intangible assets                        11         11          31         35
   Loss on customer fraud                                    -          -           -        430
   Other                                                   532        562       1,658      1,723
                                                      --------   --------    --------   --------
      Total operating expenses                           2,999      2,948       9,045      9,190
                                                      --------   --------    --------   --------

Income before income tax provision                       1,203      1,241       3,590      3,665
Income tax provision                                       234        300         672        755
                                                      --------   --------    --------   --------
Net income                                            $    969   $    941    $  2,918   $  2,910
                                                      ========   ========    ========   ========
Basic earnings per common share                       $    .33   $    .32    $    .99   $    .99
                                                      ========   ========    ========   ========
Diluted earnings per common share                     $    .32   $    .31    $    .95   $    .95
                                                      ========   ========    ========   ========
Dividends per common share                            $    .14   $    .13    $    .38   $    .35
                                                      ========   ========    ========   ========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                      Nine Months Ended June 30,
                                                                         2006         2005
                                                                       --------    --------
<S>                                                                    <C>         <C>
Operating Activities:
---------------------
     Net income                                                        $  2,918    $  2,910
     Adjustments to reconcile net income to net cash provided by
     operating activities:
         Provision for loan losses                                          250         425
         Loss on sales of foreclosed real estate                             37          92
         Provision for depreciation and amortization                        501         549
         Deferred loan fee amortization                                     (73)       (153)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                           418         550
         Amortization of intangibles                                         31          35
         Loss on customer fraud                                               -         430
         Net gain on sale of securities                                    (341)       (510)
         Writedown of securities                                              -          43
         Net gain on sale of loans                                          (29)        (25)
         Origination of loans held-for-sale                              (2,347)     (1,599)
         Proceeds from sale of loans held-for-sale                        2,624       1,689
         Increase in accrued interest receivable                           (332)       (224)
         Decrease in prepaid income taxes                                   150         311
         Decrease in interest payable                                      (252)        (24)
         Increase in cash surrender value of life insurance policies       (145)       (148)
         Contribution to ESOP                                              (240)       (235)
         Other changes, net                                               1,101        (186)
                                                                       --------    --------
     Net cash provided by operating activities                            4,271       3,930
                                                                       --------    --------

Investing Activities:
---------------------
     Proceeds from sales of securities available-for-sale                10,925       5,096
     Proceeds from maturities and principal repayments of
        securities available-for-sale                                    15,815      31,846
     Purchases of securities available-for-sale                         (19,173)    (42,878)
     Purchases of securities held-to-maturity                                 -     (16,671)
     Proceeds from maturities and principal repayments of
        securities held-to-maturity                                      11,046      14,024
     Net increase in loans                                              (73,173)    (35,713)
     Proceeds from sale of foreclosed real estate                           220         479
     (Purchase)redemption of FHLB stock                                   1,890      (1,098)
     Additions to office premises and equipment                          (1,012)       (593)
     Proceeds from sales of office premises and equipment                    24           -
                                                                       --------    --------
     Net cash used in investing activities                              (53,438)    (45,508)
                                                                       --------    --------
</TABLE>


Continued on page 6.

                                       5
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONT'D.)
           -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                          Nine Months Ended June 30,
                                                                              2006        2005
                                                                              ----        ----
<S>                                                                          <C>          <C>
Financing Activities:
---------------------
Net increase in deposits                                                     53,104       7,204
Increase in repurchase agreements                                             2,608       2,850
Net increase(decrease) in short-term borrowings                             (41,228)     26,535
Proceeds from long-term borrowings                                           60,000      20,000
Repayments of long-term borrowings                                          (26,675)    (16,700)
Increase in advance payments by borrowers for taxes and insurance             2,334       1,873
Cash dividends paid                                                          (1,181)     (1,022)
Stock options exercised                                                         209         402
Proceeds from sale of stock through Dividend Reinvestment Plan                  110         114
Tax benefit realized on stock based compensation                                 86         118
Purchase of treasury stock                                                     (397)     (1,265)
                                                                           --------    --------

Net cash provided by financing activities                                    48,970      40,109
                                                                           --------    --------

Decrease in cash and cash equivalents                                          (197)     (1,469)

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

Cash and cash equivalents at end of period                                 $  9,673    $  7,362
                                                                           ========    ========

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

Cash paid during the period for:
  Interest on deposits and other borrowings                                $ 17,512    $ 12,960
                                                                           ========    ========

  Income taxes                                                             $    633    $    350
                                                                           ========    ========

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

Transfer of loans to foreclosed real estate                                $      -    $    237
                                                                           ========    ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.

                                       6
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                                                                      Other
                                                Common       Paid-in      Treasury    Retained    Comprehensive
                                                 Stock       Capital       Stock      Earnings    Income (Loss)       Total
=============================================================================================================================
<S>                                              <C>       <C>          <C>           <C>           <C>             <C>
Balance at September 30, 2004                    $  32     $ 35,798     $(8,543)      $ 13,595      $  1,195        $ 42,077
Comprehensive income:
     Net income                                                                          2,910                         2,910
     Other comprehensive loss,
       net of tax of ($380)                                                                             (738)           (738)
     Reclassification adjustment,
       net of tax of ($159)                                                                             (308)           (308)
                                                                                                                    --------
Total comprehensive income                                                                                             1,864

Cash dividends declared                                                                 (1,022)                       (1,022)

10% stock dividend distribution                      3        7,577                     (7,580)                            -
Tax benefit realized on stock options
   exercised                                                    118                                                      118
Treasury stock purchased - 54,210 shares                                 (1,265)                                      (1,265)
Sale of stock through Dividend
   Reinvestment Plan                                            114                                                      114

Stock options exercised                                         402                                                      402
                                                 -----     --------    --------       --------      --------        --------
Balance at June 30, 2005                         $  35     $ 44,009    $ (9,808)      $  7,903      $    149        $ 42,288
                                                 =====     ========    ========       ========      ========        ========

Balance at September 30, 2005                    $  35     $ 44,250    $ (9,808)      $  8,486      $   (914)       $ 42,049

Comprehensive income:
     Net income                                                                          2,918                         2,918
     Other comprehensive loss,
        net of tax of ($970)                                                                          (1,884)         (1,884)
     Reclassification adjustment,
        net of tax of ($116)                                                                            (225)           (225)
                                                                                                                    --------
Total comprehensive income                                                                                               809

Cash dividends declared                                                                 (1,181)                       (1,181)


Treasury stock purchased - 21,074
   shares                                                                  (397)                                        (397)

Sale of stock through Dividend
   Reinvestment Plan                                            110                                                      110
Tax benefit realized on stock based
  compensation                                                   86                                                       86

Stock options exercised                              1          208                                                      209
                                                 -----     --------    --------       --------      --------        --------
Balance at June 30, 2006                         $  36     $ 44,654    $(10,205)      $ 10,223      $ (3,023)       $ 41,685
                                                 =====     ========    ========       ========      ========        ========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

                                       7
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
                                  JUNE 30, 2006

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

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

Certain  amounts in the 2005  financial  statements  have been  reclassified  to
conform with the 2006 presentation format. These reclassifications had no effect
on net income.

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

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

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments".  SFAS No. 155  amends  FASB  Statement  No.133 and FASB
Statement  No. 140,  and  improves the  financial  reporting  of certain  hybrid
financial  instruments by requiring more  consistent  accounting that eliminates
exemptions   and  provides  a  means  to  simplify  the   accounting  for  these
instruments.  Specifically,  SFAS No. 155 allows financial instruments that have
embedded  derivatives  to be accounted for as a whole  (eliminating  the need to
bifurcate the derivative  from its host) if the holder elects to account for the
whole  instrument  on a fair  value  basis.  SFAS No. 155 is  effective  for all
financial  instruments  acquired or issued  after the  beginning  of an entity's
first fiscal year that begins after  September 15, 2006. The Company is required
to adopt the provisions of SFAS No. 155, as applicable, beginning in fiscal year
2007.  Management  does not  believe  the  adoption  of SFAS No. 155 will have a
material impact on the Company's financial position and results of operations.


                                       8
<PAGE>




In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets-An Amendment of FASB Statement No. 140" ("SFAS 156"). SFAS 156
requires  that  all  separately   recognized   servicing  assets  and  servicing
liabilities be initially  measured at fair value, if practicable.  The statement
permits,  but does not require,  the subsequent  measurement of servicing assets
and  servicing  liabilities  at fair  value.  SFAS  156 is  effective  as of the
beginning of an entity's first fiscal year that begins after September 15, 2006,
which for the Company will be as of the  beginning  of fiscal 2007.  The Company
does not believe that the adoption of SFAS 156 will have a significant effect on
its financial statements.

In July 2006,  the FASB  issued  FASB  Interpretation  No. 48,  "Accounting  for
Uncertainty  in Income Taxes." The  interpretation  clarifies the accounting for
uncertainty in income taxes  recognized in a company's  financial  statements in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for Income  Taxes."  Specifically,  the  pronouncement  prescribes a recognition
threshold and a measurement  attribute for the financial  statement  recognition
and measurement of a tax position taken or expected to be taken in a tax return.
The  interpretation  also  provides  guidance  on  the  related   derecognition,
classification,   interest  and  penalties,   accounting  for  interim  periods,
disclosure  and  transition of uncertain tax positions.  The  interpretation  is
effective for fiscal years  beginning  after  December 15, 2006.  The Company is
evaluating the impact of this new  pronouncement on its  consolidated  financial
statements.


                                       9
<PAGE>

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

On October 1, 2005, the Company  adopted SFAS No. 123R,  "Share-based  Payment".
This statement  establishes the standards for accounting for share-based payment
transactions in which an enterprise  receives  employee services in exchange for
equity instruments of the enterprise or liabilities that are based on fair value
of the enterprise's equity instruments or that may be settled by the issuance of
such equity  instruments.  SFAS No. 123R  requires  an entity to  recognize  the
grant-date  fair-value  of stock  options  and other  equity-based  compensation
issued to  employees  in the  statement  of  operations.  The revised  Statement
generally  requires  that an entity  account  for those  transactions  using the
fair-value  based  method and  eliminates  an  entity's  ability to account  for
share-based  compensation  transactions  using  the  intrinsic  value  method of
accounting  provided  in APB  Opinion No. 25,  "Accounting  for Stock  Issued to
Employees",  which was permitted under Statement No. 123, as originally  issued.
The remaining unrecognized  compensation cost relating to non-vested stock based
compensation awards at June 30, 2006 is $149,000.  The adoption of SFAS No. 123R
had the following  impact on reported  amounts  compared with amounts that would
have been reported using the intrinsic value method under previous accounting:
<TABLE>
<CAPTION>

                                                                  Three months ended June 30, 2006
                                                               ---------------------------------------
                                                               Using         SFAS
                                                               Previous      123R            As
(Dollars in thousands, except per share data)                  Accounting    Adjustments     Reported
---------------------------------------------                  ---------------------------------------
<S>                                                            <C>            <C>             <C>
Income before taxes                                            $ 1,219        $(16)           $1,203
Income taxes                                                       239          (5)              234
                                                               -------        ----            ------
Net income                                                     $   980       $ (11)           $  969
                                                               =======       =====            ======
Basic earnings per share                                       $   .33       $  --            $  .33
                                                               =======       =====            ======
Diluted earnings per share                                     $   .32       $  --            $  .32
                                                               =======       =====            ======
<CAPTION>

                                                                  Three months ended June 30, 2005
                                                               ----------------------------------------
                                                                                             Pro Forma
                                                               As            Pro Forma       if under
(Dollars in thousands, except per share data)                  Reported      Adjustments     SFAS 123R
---------------------------------------------                  ----------------------------------------

<S>                                                            <C>           <C>             <C>
Income before taxes                                            $1,241        $(16)           $1,225
Income taxes                                                      300          (5)              295
                                                               ------        ----            ------
Net income                                                     $  941       $ (11)           $  930
                                                               ======        ====            ======
Basic earnings per share                                       $  .32       $  --            $  .32
                                                               ======        ====            ======
Diluted earnings per share                                     $  .31       $  --            $  .31
                                                               ======        ====            ======
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>

                                                                        Nine months ended June 30, 2006
                                                                 ------------------------------------------
                                                                 Using           SFAS
                                                                 Previous        123R             As
(Dollars in thousands, except per share data)                    Accounting      Adjustments      Reported
--------------------------------------------                     ------------------------------------------
<S>                                                              <C>             <C>               <C>
Income before taxes                                              $3,639          $ (49)            $3,590
Income taxes                                                        689            (17)               672
                                                                 ------          -----             ------
Net income                                                       $2,950          $ (32)            $2,918
                                                                 ======          =====             ======
Basic earnings per share                                         $ 1.00          $(.01)            $  .99
                                                                 ======          =====             ======
Diluted earnings per share                                       $  .96          $(.01)            $  .95
                                                                 ======          =====             ======
<CAPTION>

                                                                       Nine months ended June 30, 2005
                                                               ------------------------------------------
                                                                                              Pro Forma
                                                               As           Pro Forma         if under
(Dollars in thousands, except per share data)                  Reported     Adjustments       SFAS 123R
---------------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>               <C>
Income before taxes                                            $3,665       $(174)            $3,491
Income taxes                                                      755         (59)               696
                                                               ------       -----             ------
Net income                                                     $2,910       $(115)            $2,795
                                                               ======       =====             ======
Basic earnings per share                                       $  .99       $(.04)            $  .95
                                                               ======       =====             ======
Diluted earnings per share                                     $  .95       $(.04)            $  .91
                                                               ======       =====             ======
</TABLE>

As of June 30, 2006, the Company had eight share-based compensation plans, which
are described below.

The  Company's   2005   Stock-Based   Incentive   Plan  (the  Plan),   which  is
shareholder-approved,  permits  the  grant of share  options  and  shares to its
employees and  non-employee  directors for up to 165,000 shares of common stock.
Option awards are generally  granted with an exercise  price equal to the market
value of the common stock on the date of the grant,  the options  generally vest
over a three-year period,  and have a contractual term of seven years,  although
the Plan permits contractual terms of up to ten years. Option awards provide for
accelerated  vesting if there is a change in control, as defined in the Plan. As
of June 30, 2006, 108,100 options remain unawarded.

The Company also maintains the 1993 Employee  Stock  Compensation  Program,  the
1993  Directors'  Stock Option Plan,  and the 1997 Employee  Stock  Compensation
Program, all of which were shareholder  approved. At June 30, 2006, no remaining
options were available for grant under these programs. Option awards under these
programs  were granted  with an exercise  price equal to the market value of the
common stock on the date of grant,  had vesting  periods from zero to two years,
and had  contractual  terms from seven to ten years.  Option  awards under these
programs  provide for  accelerated  vesting if there is a change in control,  as
defined in the programs.

The Company also maintains the 1998 Stock Compensation  Program,  the 2000 Stock
Compensation  Plan,  the  2001  Stock  Compensation  Plan,  and the  2002  Stock
Compensation Plan, which provided for the grant of stock options to non-employee
directors. At June 30, 2006, no remaining options were available for grant under
these programs. Option awards under these programs were granted with an exercise
price equal to the market value of the common  stock on the date of grant,  were
exercisable immediately, and had contractual terms of ten years.


                                       11
<PAGE>

The following  table  provides  information  about options  outstanding  for the
nine-months ended June 30, 2006:
<TABLE>
<CAPTION>
                                                                                                   Weighted           Weighted
                                                                                                   Average             Average
                                                                                                   Exercise          Grant Date
                                                                           Shares                   Price            Fair Value
                                                                      ------------------         -----------------------------------
<S>                                                                       <C>                       <C>               <C>
  Options outstanding, beginning of period                                379,803                   $14.13            $2.72
  Granted                                                                  41,500                    18.90             3.35
  Forfeited                                                                (3,961)                   22.00             4.01
  Exercised                                                               (22,782)                    9.14             1.95
                                                                      -----------                   ------            -----
  Options outstanding, end of period                                      394,560                   $14.84            $2.82
                                                                      ===========                   ======            =====
  Options exercisable end of period                                       342,793                   $14.16            $2.73
                                                                      -----------                   ------            -----
</TABLE>


The following table provides  information about unvested options outstanding for
the nine-months ended June 30, 2006:
<TABLE>
<CAPTION>
                                                                                 Weighted
                                                                                  Average
                                                                                 Grant Date
                                                                 Shares          Fair Value
                                                       ------------------------------------
<S>                                                              <C>               <C>
  Unvested options, beginning of period                          25,050            $ 3.79
  Granted                                                        41,500              3.35
  Vested                                                        (13,876)             3.85
  Forfeited                                                      (907)               3.93
                                                       ----------------------------------
  Unvested options, period end                                   51,767            $ 3.37
                                                       ==================================
</TABLE>

Proceeds,  related tax benefits  realized  from options  exercised and intrinsic
value of options exercised were as follows:
<TABLE>
<CAPTION>
                                                      Three Months Ended June 30,
                                                    2006                     2005
                                                    ----                     ----
<S>                                                <C>                      <C>
Proceeds of options exercised                      $15,300                  $24,746
Related tax benefit recognized                       3,470                    7,437
Intrinsic value of options exercised                15,677                   21,854
<CAPTION>
                                                      Nine Months Ended June 30,
                                                    2006                     2005
                                                    ----                     ----
<S>                                                <C>                      <C>
Proceeds of options exercised                     $208,278                  $403,773
Related tax benefit recognized                       37,312                  118,680
Intrinsic value of options exercised                238,994                  534,784
</TABLE>


                                       12
<PAGE>

The  following  table  provides   information  about  options   outstanding  and
exercisable options at June 30, 2006:
<TABLE>
<CAPTION>
                                                                    Options                                    Exercisable
                                                                  Outstanding                                    Options
                                                   -------------------------------- -------------------------------------------
        <S>                                                        <C>                                          <C>
        Number                                                      394,560                                      342,793
        Weighted average exercise price                              $14.84                                       $14.16
        Aggregate intrinsic value                                  $2,103,835                                   $2,072,825
        Weighted average contractual term                          5.20 years                                   5.03 years
<CAPTION>


                                                   Options Outstanding                                 Exercisable Options
                                                  -------------------------- --------------------------------------------------
                                                                   Weighted                                             Weighted
                                                                    Average                                             Average
                                                                   Remaining                                            Exercise
                                                                  Contractual                                          Price Per
Exercise price                            Shares                 Life (in yrs)                  Shares                   Share
----------------------------------------------------------------------------- --------------------------------------------------
<C>                                       <C>                        <C>                        <C>                      <C>
$7.43-9.04                                 71,905                    3.09                       71,905                   $8.14
$10.70-14.41                              185,114                    5.01                      185,114                   12.92
$18.87-22.91                              137,541                    6.55                       85,774                   21.88
                                   ----------------------------------------------------------------------------------------------

                              Total       394,560                    5.20                      342,793                   $14.16
</TABLE>


The fair value for stock  options  granted  during the  following  periods  were
determined at the date of grant using a Black Scholes  options-pricing model and
the following assumptions:

                                                         Three Months Ended
                                                               June 30
                                                  ----------------------------
                                                         2006          2005
                                                  ----------------------------
Expected average risk-free interest rate                   -             -
Expected average life (in years)                           -             -
Expected volatility                                        -             -
Expected dividend yield                                    -             -


                                                        Nine Months Ended
                                                             June 30
                                                  ----------------------------
                                                         2006          2005
                                                  ----------------------------
Expected average risk-free interest rate            4.23-4.43%      3.61-4.29%
Expected average life (in years)                      5.50          5.00-6.00
Expected volatility                               22.20-22.75%     19.30-19.50%
Expected dividend yield                            3.61-3.81%       2.45-2.84%

The expected average risk-free rate is based on the U.S. Treasury yield curve on
the day of grant.  The expected  average life  represents  the weighted  average
period of time that  options  granted  are  expected  to be  outstanding  giving
consideration to vesting  schedules and historical  option exercise  experience.
Expected volatility is based on historical  volatilities of the Company's common
stock. The expected dividend yield is based on historical information.

                                       13
<PAGE>
(5) Earnings Per Share
    ------------------
Basic earnings per share (EPS) excludes dilution and is computed by dividing net
income 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.  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,
                                                2006         2005         2006         2005
                                               ---------------------------------------------

<S>                                            <C>          <C>          <C>          <C>
Numerator:
Net Income                                     $  969       $  941       $2,918       $2,910
                                               ------       ------       ------       ------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares               2,960        2,925        2,958        2,926
Effect of dilutive securities:
  Employee stock options                           99          130          102          130
                                               ------       ------       ------       ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                3,059        3,055        3,060        3,056
                                               ------       ------       ------       ------
Basic earnings per share                       $  .33       $  .32       $  .99       $  .99
                                               ------       ------       ------       ------
Diluted earnings per share                     $  .32       $  .31       $  .95       $  .95
                                               ------       ------       ------       ------
</TABLE>

                                       14
<PAGE>

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

     Loans  receivable  are  comprised  of  the  following  (dollar  amounts  in
     thousands):
<TABLE>
<CAPTION>
                                                       June 30,      September 30,
                                                         2006           2005
                                                       ---------      ---------
<S>                                                    <C>            <C>
First mortgage loans:
               Conventional:
                   1-4 family dwellings                $ 187,475      $ 156,889
                   Multi-family dwellings                    263            275
               Commercial                                 68,706         67,889
               Construction:
                   Residential                            38,000         24,060
                   Commercial                             15,966         11,164
                                                       ---------      ---------
                                                         310,410        260,277
                                                       ---------      ---------
Less:
               Loans in process                          (14,539)       (23,070)
               Unearned discounts and fees                   (93)          (343)
                                                       ---------      ---------
                                                         295,778        236,864
                                                       ---------      ---------
Installment loans:
               Home equity                                87,264         76,045
               Consumer loans                                652            993
               Other                                       2,606          2,742
                                                       ---------      ---------
                                                          90,522         79,780
                                                       ---------      ---------
Commercial business loans and leases:
               Commercial business loans                  35,140         31,577
               Commercial leases                             264            451
                                                       ---------      ---------
                                                          35,404         32,028
                                                       ---------      ---------

Less:  Allowance for loan losses                          (2,632)        (2,596)
                                                       ---------      ---------

               Loans receivable, net                   $ 419,072      $ 346,076
                                                       =========      =========
</TABLE>


                                       15
<PAGE>
(7) Allowance for Loan Losses
-----------------------------

Changes in the allowance for loan losses for the nine months ended June 30, 2006
and the fiscal year ended  September 30, 2005 are as follows  (dollar amounts in
thousands):
<TABLE>
<CAPTION>
                                                        June 30,       September 30,
                                                         2006             2005
                                                         ----             ----
<S>                                                    <C>              <C>
Balance at beginning of period                         $ 2,596          $ 2,609
Provision for loan losses                                  250              600
Charge-offs                                               (251)            (670)
Recoveries                                                  37               57
                                                       -------          -------
Balance at end of period                               $ 2,632          $ 2,596
                                                       =======          =======
</TABLE>


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, 2006,  the recorded  investment  in loans that are  considered to be
impaired  under SFAS No. 114 was $2.3  million  compared to $2.0 million at June
30, 2005. Included in the current amount is $318,000 of impaired loans for which
the related allowance for loan losses is $68,000. Impaired loans of $2.0 million
do not  have a  related  allowance  for loan  losses  as a  result  of  applying
impairment tests prescribed under SFAS No. 114. The average recorded  investment
in impaired  loans  during the nine months  ended June 30, 2006 was $1.6 million
compared to $2.3  million  for the same  period in the prior year.  For the nine
months ended June 30, 2006, the Company recognized $36,000 of interest income on
impaired  loans  using  the  cash  basis  of  income  recognition.  The  Company
recognized  $40,000 of income on  impaired  loans  during the nine month  period
ended June 30, 2005.


                                       16
<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.  The  Company  does not  undertake  to,  and  specifically
disclaims any obligation to, update any such forward-looking statements.

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

Critical Accounting Policies

Note  1 on  pages  10  through  16  of  the  Company's  2005  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,  evaluation of investments for
other than temporary impairment,  and accounting for stock options. Please refer
to the discussion of the allowance for loan losses in note 7 "Allowance for Loan
Losses" on page 16 above. In addition,  further discussion of the estimates used
in  determining  the allowance for loan losses is contained in the discussion on
"Provision  for Loan  Losses" on page 49 of the  Company's  September  30,  2005
Consolidated  Financial Statements.  At least quarterly,  management reviews the
available for sale  portfolio and  identifies  all  securities  where the market
value is less than the amortized cost. Each individual security is then reviewed
taking into  consideration  criteria  such as the  magnitude and duration of the
decline and the reasons  underlying  the decline to determine if such decline in
market  value is other than  temporary.  If the  security  is deemed  other than
temporarily  impaired  it is  written  down to the  current  market  value and a
corresponding  charge to earnings is recognized.  The Company  recognized  other
than temporary impairment losses on available for sale securities of $43,000 for
the nine months ended June 30,  2005.  The Company did not  recognize  any other
than temporary  impairment  losses on available for sale  securities  during the
three month periods ended June 30, 2006 and 2005, and the nine months ended June
30, 2006.  Prior to October 1, 2005, the Company  accounted for its stock option
plans under the recognition  and  measurement  principles of APB Opinion No. 25,
"Accounting  for Stock Issued to  Employees",  and related  interpretations.  No
stock-based  employee  compensation  was  reflected  in net income,  for periods
ending  prior to October 1, 2005 as all options  granted  had an exercise  price
equal to the market  value of the  underlying  common  stock on the grant  date.
However, the Company adopted SFAS No. 123R as of October 1, 2005 and stock-based
compensation  expense  is  reported  in net  income.  See  Note 4  "Stock  Based
Compensation", of the Notes to Consolidated Financial Statements for information
related to the effects on the  Company's  reported net income and net income per
share of applying the fair value recognition  provision of the previous SFAS 123
to stock-based compensation.  Refer also to Note 13 "Stock Option Plans" on page
31 of the Company's September 30, 2005 Consolidated Financial Statements.


                                       17
<PAGE>

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

Total assets of the Company increased $50.3 million,  or 7.4%, to $728.1 million
at June 30, 2006 from $677.8 million at September 30, 2005.  Significant changes
in individual  categories include a decrease in securities  held-to-maturity  of
$11.2 million, a decrease in securities available for sale of $10.5 million, and
an increase in net loans of $73.0 million.  The increase in net loans was driven
by a $30.6 million, or 19.5%, increase in one-to-four family mortgages,  a $13.9
million,  or  57.9%,  increase  in  residential  construction  loans and a $11.2
million,  or 14.8%,  increase in home equity loans.  The increase in residential
loans primarily reflects the continuing low interest rate environment.  The Bank
continues to emphasize home equity loans, including first position equity loans.

Total  liabilities of the Company  increased  $50.7 million,  or 8.0%, to $686.4
million at June 30, 2006 from $635.7 million at September 30, 2005.  Significant
changes  include a  decrease  in  short-term  borrowings  of $41.2  million,  an
increase  in  long-term  debt of $33.3  million,  and an increase in deposits of
$53.1  million.  The  increase in deposits was  primarily  due to an increase in
money market  deposit  accounts  attributable  to the Bank's  tiered Super Money
Market  Savings  Account.  The Bank has also  attracted  deposits  with  various
certificate of deposit specials. The increase in deposits reflects the Company's
determination   to  shift  its  funding  mix  towards  deposits  as  lower  cost
alternative to borrowings.

Stockholders'  equity  decreased  slightly  to $41.7  million at June 30,  2006,
compared to $42.0 million at September 30, 2005. This result reflects net income
for the nine-month  period ended June 30, 2006 of $2.92  million,  stock options
exercised of $209,000,  and stock issued under the Dividend Reinvestment Plan of
$110,000.  Offsetting  these  increases were common stock cash dividends paid of
$1.2  million,  treasury  stock  purchased of  $397,000,  and an increase of the
accumulated  other  comprehensive  loss  of  $2.1  million.   Accumulated  other
comprehensive  loss  increased from September 30, 2005 as a result of changes in
the  net  unrealized  losses  on the  available-for-sale  securities  due to the
fluctuations  in interest rates during the current  period.  Management does not
consider the  unrealized  losses at June 30, 2006,  to be other than  temporary.
Because  of  interest  rate   volatility,   the  Company's   accumulated   other
comprehensive  loss could  materially  fluctuate  for each  interim and year-end
period.  Approximately  $3.4 million of the balances in retained  earnings as of
June 30, 2006 and September 30, 2005 represent base year bad debt deductions for
tax purposes only, as they are considered restricted accumulated earnings.


                                       18
<PAGE>
Non-Performing Assets
---------------------

The  following  table sets forth  information  regarding  non-accrual  loans and
foreclosed real estate held by the Company at the dates  indicated.  The Company
did not have any loans which were classified as troubled debt  restructurings at
the dates presented (dollar amounts in thousands).
<TABLE>
<CAPTION>
                                                              June 30,    September 30,
                                                               2006          2005
                                                               ----          ----
<S>                                                          <C>           <C>
Non-accrual residential real estate loans
    (one-to-four family)                                     $  651        $  533

Non-accrual construction, multi-family
    residential and commercial real estate loans                410           179

Non-accrual installment loans                                   282           188

Non-accrual commercial business loans                         1,820         1,419
                                                             ------        ------

Total non-performing loans                                   $3,163        $2,319
                                                             ======        ======

Total non-performing loans as a percent of
    net loans receivable                                        .75%          .67%
                                                             ======        ======

Total foreclosed real estate                                 $  423        $  789
                                                             ======        ======
Total  non-performing  loans and  foreclosed
  real  estate as a percent of total assets                     .49%          .46%
                                                             ======        ======
</TABLE>

Included  in  non-performing  loans  at  June  30,  2006  are  10  single-family
residential  real estate loans totaling  $651,000,  two  commercial  real estate
loans  totaling  $410,000,  fifteen home equity and  installment  loans totaling
$282,000, and 7 commercial business loans totaling $1.8 million.

At June 30, 2006,  the Company had an allowance  for loan losses of $2.6 million
or .63% of net loans receivable,  as compared to an allowance of $2.6 million or
..75% of net loans  receivable  at September  30, 2005.  The  allowance  for loan
losses equals 83.2% of non-performing  loans at June 30, 2006 compared to 111.9%
at September 30, 2005.  Management believes the balance is adequate based on its
analysis of quantitative and qualitative factors as of June 30, 2006. 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, 2006 is reasonable. See also "Provision for Loan
Losses."  However,  there can be no assurance that the allowance for loan losses
is sufficient to cover possible future loan losses.

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

                                       19
<PAGE>

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.

                                       20
<PAGE>
                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Nine Months Ended June 30, 2006 and 2005
           ----------------------------------------------------------

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

Net  income for the three  months  ended June 30,  2006 was  $969,000  ($.32 per
diluted share) compared to $941,000 ($.31 per diluted share) for the same period
in 2005,  an increase of $28,000 or 3.0 %. The  increase  reflects a decrease in
the  provision  for loan losses of $100,000 and a decrease in the  provision for
income taxes of $66,000,  or 22.0%.  Partially  offsetting  these factors were a
decrease in net interest income of $78,000,  or 2.3%, a decrease in other income
of $9,000, or 1.0%, and an increase in operating expenses of $51,000, or 1.7%.

Net income for the nine months ended June 30, 2006 was $2.92  million  ($.95 per
diluted  share)  compared to $2.91 million ($.95 per diluted share) for the same
period in 2005, an increase of $8,000 or .26%. The increase  reflects a decrease
in the provision for loan losses of $175,000,  a decrease in operating  expenses
of  $145,000,  or 1.6%,  and a decrease  in the  provision  for income  taxes of
$83,000,  or 11.0%.  Partially  offsetting  these factors were a decrease in net
interest income of $319,000, or 3.1%, and a decrease in other income of $76,000,
or 2.7%.

Interest Rate Spread
--------------------

The Company's  interest  rate spread,  the  difference  between  average  yields
calculated on a tax-equivalent basis on interest-earning  assets and the average
cost of funds,  decreased to 2.00%  (annualized)  in the three months ended June
30, 2006 from 2.24%  (annualized)  in the same period in 2005 as a result of the
average yield on total interest earning assets  increasing less than the average
rate  paid on  interest-bearing  liabilities.  The  following  table  shows  the
annualized  average yields earned on the Company's  interest-earning  assets and
the  average  rates paid on its  interest-bearing  liabilities  for the  periods
indicated,   the  resulting  interest  rate  spreads,  and  the  net  yields  on
interest-earning assets.
<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                   June 30,
                                                                           2006              2005
                                                                           ----              ----
<S>                                                                       <C>                <C>
   Average yield on:
     Mortgage loans                                                        5.86%             6.04%
     Mortgage-backed securities                                            4.41              3.98
     Installment loans                                                     6.28              5.94
     Commercial business loans and leases                                  8.59              6.25
     Interest-earning deposits with other institutions,
     investment securities, and FHLB stock (1)                             5.42              4.63
                                                                           ----              ----
     Total interest-earning assets                                         5.67              5.19
                                                                           ----              ----
   Average rates paid on:
     Savings deposits                                                      2.91              2.15
     Borrowed funds                                                        4.85              4.04
                                                                           ----              ----
     Total interest-bearing liabilities                                    3.67              2.95
                                                                           ----              ----
   Average interest rate spread                                            2.00%             2.24%
                                                                           ====              ====
   Net yield on interest-earning assets                                    2.09%             2.33%
                                                                           ====              ====
<FN>
(1)  Interest  income on  tax-exempt  investments  has been adjusted for federal
     income tax purposes using a rate of 34%.
</FN>
</TABLE>

                                       21
<PAGE>
The  Company's   tax-equivalent   interest   rate  spread   decreased  to  2.03%
(annualized)  in the nine months ended June 30, 2006 from 2.28%  (annualized) in
the same  period  in  fiscal  2005 as a  result  of the  average  yield on total
interest  earning  assets   increasing  more  than  the  average  rate  paid  on
interest-bearing  liabilities.  The  following  table shows the  average  yields
earned on the  Company's  interest-earning  assets and the average rates paid on
its  interest-bearing  liabilities  for the  periods  indicated,  the  resulting
interest rate spreads, and the net yields on interest-earning assets.
<TABLE>
<CAPTION>
                                                                                   Nine Months Ended
                                                                                        June 30,
                                                                                2006              2005
                                                                                ----              ----
<S>                                                                             <C>               <C>
        Average yield on:
          Mortgage loans                                                        5.82%             6.02%
          Mortgage-backed securities                                            4.30              3.95
          Installment loans                                                     6.18              5.85
          Commercial business loans and leases                                  8.56              6.08
          Interest-earning deposits with other institutions,
          investment securities, and FHLB stock (1)                             5.14              4.59
                                                                                ----              ----
          Total interest-earning assets                                         5.54              5.13
                                                                                ----              ----
        Average rates paid on:
          Savings deposits                                                      2.66              2.09
          Borrowed funds                                                        4.74              3.88
                                                                                ----              ----
          Total interest-bearing liabilities                                    3.51              2.85
                                                                                ----              ----
        Average interest rate spread                                            2.03%             2.28%
                                                                                ====              ====
        Net yield on interest-earning assets                                    2.13%             2.37%
                                                                                ====              ====
<FN>
(1)  Interest  income on  tax-exempt  investments  has been adjusted for federal
     income tax purposes using a rate of 34%.
</FN>
</TABLE>

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

Interest on loans  increased $1.5 million or 30.9% to $6.3 million for the three
months ended June 30, 2006, compared to $4.8 million in the same period in 2005.
Interest on loans  increased $3.9 million or 28.4% to $17.6 million for the nine
months ended June 30, 2006.  The increase for both periods  reflects an increase
in the average  loan balance  outstanding  during 2006 as well as an increase in
the average yield earned on the loan portfolio.

Interest  on  mortgage-backed  securities  decreased  $100,000  or  7.4% to $1.3
million for the three months ended June 30, 2006, compared to the same period in
2005. Interest on mortgage-backed  securities decreased $214,000 or 5.2% to $3.9
million for the nine months ended June 30,  2006.  The decrease for both periods
reflects a decrease in the average balance of  mortgage-backed  securities owned
in the period partially offset by an increase in the average yield earned on the
portfolio.

Interest  on  interest-bearing  demand  deposits  with  other  institutions  and
investment  securities (non-tax equivalent)  increased $188,000 or 10.1% to $2.1
million for the three months ended June 30, 2006, as compared to the same period
in 2005.  Interest on  interest-bearing  demand deposits with other institutions
and investment  securities  (non-tax  equivalent)  increased $314,000 or 5.7% to
$5.9 million for the nine months  ended June 30,  2006,  as compared to the same
period in 2005. The increase for both periods reflects a decrease in the average
balance  of  investment  securities  in the  portfolio  partially  offset  by an
increase in the yield earned on these investments.


                                       22
<PAGE>
Interest Expense
----------------

Interest  on  deposits  increased  $992,000  or  50.5% to $3.0  million  for the
three-month  period ended June 30, 2006, as compared to $2.0 million  during the
same period in 2005.  Interest on deposits  increased  $2.1  million or 36.6% to
$7.7 million for the nine-month  period ended June 30, 2006, as compared to $5.7
million during the same period in 2005.  The increase for both periods  reflects
an  increase  in the  average  balance of deposits as well as in increase in the
average  cost  of  the  deposits   reflecting  higher  short-term  rates  and  a
competitive deposit market.

Interest on  short-term  borrowings,  including  Federal Home Loan Bank ("FHLB")
"RepoPlus"  advances,  securities sold under agreement to repurchase,  fed funds
purchased,  and treasury, tax and loan notes, increased $476,000 to $1.1 million
for the  three-month  period ended June 30, 2006, as compared to the same period
in fiscal 2005. Interest on short-term borrowings increased $2.1 million to $3.8
million for the nine month  period  ended June 30,  2006.  The increase for both
periods reflects an increase in the average balance of these borrowings, as well
as an increase in the average cost of these borrowings.

Interest on long-term debt,  including FHLB fixed rate advances and "Convertible
Select" advances,  and structured  repurchase  agreements  increased $125,000 to
$1.8  million for the three  months  ended June 30, 2006 as compared to the same
period in fiscal 2005. The increase  reflects an increase in the average balance
of the debt,  partially  offset by a decrease in the  average  cost of the debt.
Interest on  long-term  debt  decreased  $38,000,  to $5.1  million for the nine
months  ended June 30, 2006 as compared to the same period in fiscal  2005.  The
decrease  reflects  a  decrease  in the  average  balance  of the debt while the
average cost remained unchanged.

Interest on subordinated  debt increased $49,000 for the three months ended June
30, 2006, as compared to the same period in 2005.  Interest on subordinated debt
increased  $153,000 for the nine months  ended June 30,  2006.  The increase for
both  periods  reflects an increase in the average  cost of these  floating-rate
debentures while the average balance remained unchanged.

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

The Company's net interest income decreased $78,000 or 2.3% to $3.4 million, for
the three month period  ended June 30,  2006,  as compared to the same period in
2005.  The Company's  net interest  income  decreased  $319,000 or 3.1% to $10.1
million, for the nine months ended June 30, 2006, as compared to the same period
in 2005. The decrease in both periods is  attributable  to a decreased  interest
rate spread, partially offset by an increase in net interest-earning assets.

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

The provision for loan losses  decreased to $125,000 for the three-month  period
ended June 30,  2006,  as compared to $225,000  for the same period in 2005.  At
June 30, 2006, the allowance for loan losses remained relatively  unchanged from
September  30, 2005 at $2.60  million.  Net loan  charge-offs  were  $92,000 and
$129,000 for the three months  ended June 30, 2006 and 2005,  respectively.  Net
loan  charge-offs  were $214,000 and $494,000 for the nine months ended June 30,
2006 and 2005, respectively.

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

                                       23
<PAGE>

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

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

Total  non-interest  or other  income  decreased  $9,000 or 1.0% to $931,000 and
decreased  $76,000 or 2.7% to $2.8 million for the three and nine month  periods
ended June 30, 2006, respectively,  as compared to the same periods in 2005. The
decrease, for the three month period ended June 30, 2006, primarily relates to a
decrease in loan service charges and fees, a decrease in deposit service charges
and fees, and a decrease in other income, partially offset by an increase in the
realized gains on sales of securities.  The decrease,  for the nine month period
ended June 30, 2006, primarily relates to a decrease in loan service charges and
fees and a decrease  in the  realized  gains on sales of  securities,  partially
offset by an increase in other income.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous  loan fees,  decreased $24,000 or 23.8% to $77,000,  and decreased
$51,000 or 19.1% to $216,000 for the three and nine month periods ended June 30,
2006,  as compared to the same periods in 2005.  The decrease in both periods is
primarily  attributed  to a decrease in title  insurance  fees and a decrease in
late charges on loans.

Net realized gains on the sales of securities were $130,000 and $341,000 for the
three and nine month periods ended June 30, 2006,  respectively,  as compared to
realized gains of $79,000 and $467,000 in the same periods in fiscal 2005.  Such
sales were made from the  available-for-sale  portfolio as part of  management's
asset/liability management strategies.

Gains on the sale of loans were $11,000 and $29,000 for the three and nine-month
periods ended June 30, 2006,  respectively,  as compared to gains of $11,000 and
$25,000 for the same periods in fiscal 2005.  The  nine-month  period ended June
30, 2006 results include the sale of  approximately  $2.6 million of fixed rate,
single-family  mortgage  loans,  compared to $1.7  million of similar loan sales
during the prior fiscal period.

Deposit service  charges and fees decreased  $18,000 or 5.3% for the three month
period  ended  June 30,  2006 and  increased  $6,000 or .54% for the nine  month
period ended June 30, 2006 as compared to the same  periods in fiscal 2005.  The
decrease for the three month period ended June 30, 2006 is primarily  attributed
to a decrease in the volume of fees  collected  for  returned  checks on deposit
accounts and a decrease in the service  charges  assessed on checking  accounts.
The  increase  for the  nine  month  period  ended  June 30,  2006 is  primarily
attributed to an increase in the volume of fees collected for returned checks on
deposit accounts  partially offset by a decrease in the service charges assessed
on checking accounts.

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

Total operating  expenses for the three-month period ended June 30, 2006 totaled
$3.0  million  compared  to $2.9  million  for the same  period  in 2005.  Total
operating  expenses for the  nine-month  period ended June 30, 2006 totaled $9.0
million  compared  to $9.2  million  for the same  period  in fiscal  2005.  The
increase for the three month period ended June 30, 2006 is primarily  attributed
to an increase in compensation and benefits expense and an increase in losses on
the sales of  foreclosed  real  estate  partially  offset by a decrease in other
operating  expenses.  The decrease for the nine month period ended June 30, 2006
is primarily  attributed to a $430,000 loss incurred in March 2005 in connection
with a check kiting fraud attributed to one business customer.  The customer was
unable to provide  restitution or adequate  collateral at that time; however, as
of June 30, 2006  approximately  $22,000 has been  recovered.  The check  kiting
fraud decrease was partially  offset by an increase in compensation and benefits
expense.

                                       24
<PAGE>

Compensation  and benefits  expense was $2.0 million for the three-month  period
ended  June 30,  2006  compared  to $1.9  million  for the same  period in 2005.
Compensation  and  benefits  expense was $5.8  million for the nine month period
ended June 30, 2006  compared to $5.6  million for the same period in 2005.  The
increase  in both  periods  is due  primarily  to normal  salary  increases  for
employees,  increases  in the  cost of  health  insurance,  and an  increase  in
Directors' fees associated with the addition of two new directors. The Company's
adoption  of SFAS 123R  resulted  in the  recognition  of $16,000 and $49,000 of
additional  expense  related  to the  vesting  of  options  during the three and
nine-months ended June 30, 2006, respectively.

Office occupancy and equipment  expense was $259,000 for the three-month  period
ended June 30, 2006, as compared to $266,000 for the same period in 2005. Office
occupancy and equipment  expense was $849,000 and $802,000,  for the  nine-month
periods ended June 30, 2006 and 2005,  respectively.  The decrease for the three
month period ended June 30, 2006 is primarily  attributed  to a decrease in rent
expense. The increase for the nine month period ended June 30, 2006 is primarily
attributed  to an  increase  in rent  expense  associated  with the Bank's  Loan
Center. In May, the Company paid $30,000 in back rent related to the Bank's Loan
Center;  $40,000 was accrued for this expense as of March 31, 2006.  The Company
has seen an increase in office  occupancy  and  equipment  expense due to higher
utilities  expense  associated  with  higher  energy  costs  and also due to the
completion of its new Carnegie location.

Losses on the sales of foreclosed  real estate were $61,000 and $146,000 for the
three and nine-month periods ended June 30, 2006,  respectively as compared to a
gain  of  $10,000  and  a  loss  of  $92,000  for  the  same  periods  in  2005,
respectively.  Foreclosed  real estate  expense  was $3,000 for the  three-month
period ended June 30, 2006,  as compared to $23,000 for the same period in 2005,
and $22,000 for the nine-month period ended June 30, 2006, as compared to $4,000
for the same period in 2005. The results  reflect the costs  associated with the
holding and disposition of properties during the periods.  At June 30, 2006, the
Bank had 9 single-family residential properties,  six of which were owned by the
same borrower as investment properties,  and one commercial real estate property
classified as foreclosed real estate.

Other operating expenses were $532,000 for the three month period ended June 30,
2006 compared to $562,000 for the same period in 2005. Other operating  expenses
were $1.7  million for the  nine-month  period  ended June 30, 2006 and June 30,
2005. The decrease, for the three month period ended June 30, 2006, is primarily
attributed to a decrease in consulting fees,  partially offset by an increase in
ATM expenses.

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

Total  income tax expense  for the  three-month  period  ended June 30, 2006 was
$234,000 compared to $300,000 for the same 2005 period.  The effective tax rates
for the  three-month  periods  ended June 30,  2006 and 2005 were  approximately
19.5% and 24.2%,  respectively.  Total  income tax  expense  for the  nine-month
period ended June 30, 2006 was $672,000 compared to $755,000 for the same fiscal
2005 period.  The effective tax rates for the nine-month  periods ended June 30,
2006 and 2005 were  approximately  18.7%  and  20.6%,  respectively.  Tax-exempt
income includes income earned on certain municipal  investments that qualify for
state and/or federal income tax exemption;  income earned by the Bank's Delaware
subsidiary  which is not subject to state income tax, and earnings on Bank-owned
life  insurance  policies  which are exempt  from  federal  taxation.  State and
federal  tax-exempt  income for the  three-month  period ended June 30, 2006 was
$2.0 million and $461,000, respectively,  compared to $2.1 million and $419,000,
respectively,  for the three-month period ended June 30, 2005. State and federal
tax-exempt income for the nine-month period ended June 30, 2006 was $5.9 million
and $1.4  million,  respectively,  compared to $6.1  million  and $1.3  million,
respectively, for the nine-month period ended June 30, 2005.

                                       25
<PAGE>

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

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including the Preferred  Securities  issued by FB Statutory  Trust II in
2003.  The Preferred  Securities  may comprise up to 25% of the Company's Tier 1
capital.  Total capital  includes Tier 1 capital and other forms of capital such
as the allowance for loan losses, subject to limitations, and subordinated debt.
The guidelines  establish a minimum standard  risk-based  target ratio of 8%, of
which at least 4% must be in the form of Tier 1 capital.  At June 30, 2006,  the
Company had Tier 1 capital as a percentage of risk-weighted assets of 11.56% and
total risk-based capital as a percentage of risk-weighted assets of 12.15%.

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, 2006,
the Company had a Leverage Ratio of 7.38%.

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, 2006,  the Bank  complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.22% of  average  total  assets,  as
defined.

The Bank is also  required to maintain a ratio of  qualifying  total  capital to
risk-weighted assets and off-balance sheet items of a minimum of 8%. At June 30,
2006, the Bank's total capital to  risk-weighted  assets ratio  calculated under
the FDIC capital requirement was 10.26%.

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, 2006, the total of approved loan commitments amounted
to $3.9 million. In addition,  the Company had $14.5 million of undisbursed loan
funds at that date. The amount of savings  certificates  which mature during the
next twelve months totals  approximately $95.0 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.


                                       26
<PAGE>

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

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

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

A summary  of the  contractual  amount  of the  Company's  financial  instrument
commitments is as follows:
<TABLE>
<CAPTION>
                                                            June 30,     September 30,
                                                              2006          2005
                                                              ----          ----
                                                                (in thousands)

<S>                                                          <C>         <C>
Commitments to grant loans                                   $ 3,925     $ 1,369
Unfunded commitments under lines of credit                    40,795      39,414
Financial and performance standby letters of credit              205         295
</TABLE>


The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition or  disclosure,  other than its standby  letters of credit.  Standby
letters of credit written are conditional  commitments  issued by the Company to
guarantee the performance of a customer to a third party. Generally, all letters
of credit,  when issued have  expiration  dates within one year. The credit risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending other loan  commitments.  The Bank requires  collateral  supporting
these  letters  of credit  as deemed  necessary.  Management  believes  that the
proceeds  obtained  through a liquidation of such collateral would be sufficient
to cover the maximum  potential  amount of future  payments  required  under the
corresponding  guarantees.  The current  amount of liability as of June 30, 2006
for guarantees under standby letters of credit issued is not material.


                                       27
<PAGE>

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,
          2006 from the information  presented  under the caption,  Management's
          Discussion  and  Analysis  of  Financial   Condition  and  Results  of
          Operations - Asset and  Liability  Management,  filed as Exhibit 13 to
          the Form 10-K for September 30, 2005.

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.

                                       28
<PAGE>

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

Item 1.   Legal Proceedings

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

Item 1A.  Risk Factors

          Not Applicable

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

          ISSUER PURCHASES OF EQUITY SECURITIES
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                  Total Number of Shares
                  Total Number   Average Price   (or Units) Purchased as    Maximum Number (or Approximate
                    of Shares       Paid per         Part of Publicly         Dollar Value) of Shares (or
                   (or Units)      Share (or        Announced Plans or     Units) that May Yet Be Purchased
     Period         Purchased        Unit)              Programs *            Under the Plans or Programs
-------------------------------------------------------------------------------------------------------------
<S>                  <C>             <C>                  <C>                           <C>
April                19,574          $18.81               19,574                        126,210
1-30, 2006
-------------------------------------------------------------------------------------------------------------

May                     -            $  -                   -                           126,210
1-31, 2006
-------------------------------------------------------------------------------------------------------------

June                    -            $  -                   -                           126,210
1-30, 2006
-------------------------------------------------------------------------------------------------------------
Total                19,574          $18.81               19,574                        126,210
-------------------------------------------------------------------------------------------------------------
<FN>

*    On October 19, 2005, the Registrant  announced a stock  repurchase plan for
     up to 5% of shares outstanding, or 147,000 shares.
</FN>
</TABLE>

Item 3.  Defaults Upon Senior Securities

         Not Applicable

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

         None

Item 5.  Other Information

         (a) Not applicable.

         (b) Not applicable.

                                       29
<PAGE>

Item 6.  Exhibits
<TABLE>
<CAPTION>
         The following exhibits are filed as part of this Report.

        <C>      <C>
        3.1      Articles of Incorporation (1)
        3.2      Amended Bylaws (2)
        4.1      Rights Agreement dated June 30, 2003 between Fidelity Bancorp, Inc. and Registrar and Transfer Company (3)
        4.2      Amendment No. 1 to Rights Agreement (4)
        4.3*     Indenture, dated as of September 26, 2002, between Fidelity Bancorp, Inc. and State Street Bank and Trust
                 Company of Connecticut, National Association
        4.4*     Amended and Restated Declaration of Trust, dated as of September 26, 2002, by and among State Street
                 Bank and Trust Company, National Association, as Institutional Trustee, Fidelity Bancorp, Inc., as Sponsor
                 and William L. Windisch, Richard G. Spencer and Lisa L. Griffith, as Administrators.
        4.5*     Guarantee Agreement, as dated as of September 26, 2002, by and between Fidelity Bancorp, Inc. and
                 State Street Bank and Trust Company of Connecticut, National Association.
       10.1      Employee Stock Ownership Plan, as amended (1)
       10.2      1988 Employee Stock Compensation Program (1)
       10.3      1993 Employee Stock Compensation Program (5)
       10.4      1997 Employee Stock Compensation Program (6)
       10.5      1993 Directors' Stock Option Plan (5)
       10.6      1998 Group Term Replacement Plan (7)
       10.7      1998 Salary Continuation Plan Agreement by and between W.L. Windisch, the Company and the Bank (7)
       10.8      1998 Salary Continuation Plan Agreement by and between R.G. Spencer, the Company and the Bank (7)
       10.9      1998 Salary Continuation Plan Agreement by and between M.A.  Mooney, the Company and the Bank (7)
      10.10      Salary Continuation Plan Agreement with Lisa L. Griffith (2)
      10.11      1998 Stock Compensation Plan (8)
      10.12      2000 Stock Compensation Plan (9)
      10.13      2001 Stock Compensation Plan (10)
      10.14      2002 Stock Compensation Plan (11)
      10.15      2005 Stock-Based Incentive Plan (12)
      20.1       Dividend Reinvestment Plan (13)
      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>

*      Not filed in accordance  with the  provisions of Item  601(b)(4)(iii)  of
       Regulation  S-K. The Company agrees to provide a copy of these  documents
       to the Commission upon request.

(1)  Incorporated by reference from the exhibits  attached to the Prospectus and
     Proxy Statement of the Company  included in its  Registration  Statement on
     Form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
     (the "Registration Statement").
(2)  Incorporated by reference to an identically  numbered  exhibit in Form 10-K
     filed with the SEC on December 29, 2003.
(3)  Incorporated by reference from Form 8-A filed June 30, 2003.
(4)  Incorporated  by  reference  to  exhibit  4.2  to  Amendment  No.  1 to the
     Company's Registration Statement on Form 8-A filed March 17, 2005.

                                       30
<PAGE>

(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997.
(6)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(7)  Incorporated by reference to an identically  numbered  exhibit in Form 10-K
     filed with the SEC on December 29, 1998.
(8)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(9)  Incorporated by reference to Exhibit 4.1 to the Form S-8 filed with the SEC
     on January 19, 2001.
(10) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 29, 2002.
(11) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     February 26, 2003.
(12) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 7, 2005.
(13) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.


                                       31
<PAGE>




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



                              FIDELITY BANCORP, INC.



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


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