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 March 31, 2007
                                       OR

[ ]  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:
2,990,376  shares,  par value $0.01, at April 30, 2007
------------------------------------------------------

<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>
Part I - Financial Information                                                                                               Page
------------------------------                                                                                               ----

<S>            <C>                                                                                                             <C>
Item 1.        Financial Statements (Unaudited)                                                                                 3

               Consolidated Statements of Financial Condition as of March 31, 2007 and                                          3
               September 30, 2006

               Consolidated Statements of Income for the Three and Six Months Ended                                           4-5
               March 31, 2007 and 2006

               Consolidated Statements of Cash Flows for the Six Months Ended                                                 6-7
               March 31, 2007 and 2006

               Consolidated  Statements of Changes in Stockholders' Equity for the Six Months Ended
               March 31, 2007 and 2006                                                                                          8

               Notes to Consolidated Financial Statements                                                                       9

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations                           15

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                                      27

Item 4.        Controls and Procedures                                                                                         27

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

Item l.        Legal Proceedings                                                                                               27

Item 1A        Risk Factors                                                                                                    27

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds                                                     27

Item 3.        Defaults Upon Senior Securities                                                                                 28

Item 4.        Submission of Matters to a Vote of Security Holders                                                             28

Item 5.        Other Information                                                                                               28

Item 6.        Exhibits                                                                                                     29-30

Signatures                                                                                                                     31
</TABLE>

                                       2
<PAGE>

Part I - Financial Information
Item 1.  Financial Statements

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
           ----------------------------------------------------------
                        (in thousands except share data)
<TABLE>
<CAPTION>
                                                                                March 31,              September 30,
              Assets                                                             2007                       2006
              ------                                                             ----                       ----
<S>                                                                            <C>                      <C>
Cash and due from banks                                                        $    7,834               $    8,480
Interest-bearing demand deposits with other institutions                              655                      187
                                                                               ----------               ----------

   Cash and Cash Equivalents                                                        8,489                    8,667

Securities available-for-sale                                                     154,013                  165,449
  (amortized cost of  $155,452 and $167,699)
Securities held-to-maturity                                                        80,798                   85,879
  (fair value of $80,174 and $84,851)
Loans held for sale                                                                   278                       40
Loans receivable, net of allowance of $2,846 and $2,917                           454,461                  439,027
Foreclosed real estate, net                                                           133                      215
Restricted investments in bank stock, at cost                                       7,734                    9,132
Office premises and equipment, net                                                  6,076                    6,073
Accrued interest receivable                                                         3,583                    3,359
Other assets                                                                       12,619                   12,891
                                                                               ----------               ----------
       Total Assets                                                            $  728,184               $  730,732
                                                                               ==========               ==========

              Liabilities and Stockholders' Equity
              ------------------------------------
Liabilities:
   Deposits:
      Non-interest bearing                                                     $   35,640               $   32,927
      Interest bearing                                                            388,063                  381,255
                                                                               ----------               ----------
          Total Deposits                                                          423,703                  414,182

   Short-term borrowings                                                           30,666                   78,625
   Subordinated debt                                                               10,310                   10,310
   Securities sold under agreement to repurchase                                   95,989                   83,638
   Advance payments by borrowers for taxes and insurance                            3,154                    1,508
   Long-term debt                                                                 114,174                   94,292
   Other liabilities                                                                4,004                    3,982
                                                                               ----------               ----------
       Total Liabilities                                                          682,000                  686,537
                                                                               ----------               ----------

Stockholders' equity:
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 3,599,405
      and 3,569,525 shares issued, respectively                                        36                       35
   Paid-in capital                                                                 45,182                   44,774
   Retained earnings                                                               12,121                   11,076
   Accumulated other comprehensive loss                                             (950)                   (1,485)
   Treasury stock, at cost - 609,029 shares                                       (10,205)                 (10,205)
                                                                               ----------               ----------
       Total Stockholders' Equity                                                  46,184                   44,195
                                                                               ----------               ----------
       Total Liabilities and Stockholders' Equity                              $  728,184               $  730,732
                                                                               ==========               ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>


                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                  ---------------------------------------------
                      (in thousands, except per share data)
<TABLE>
<CAPTION>
                                                               Three Months Ended                   Six Months Ended
                                                                   March 31,                            March 31,
                                                                   ---------                            ---------
                                                              2007              2006             2007                2006
                                                            -------           -------           -------             -------
<S>                                                         <C>               <C>               <C>                 <C>
Interest income:
   Loans                                                    $ 7,179           $ 5,901           $14,200             $11,379
   Mortgage-backed securities                                 1,046             1,302             2,136               2,625
   Investment securities - taxable                            1,462             1,408             3,033               2,761
   Investment securities - tax-exempt                           473               521               956               1,025
   Other                                                          9                 7                17                  13
                                                            -------           -------           -------             -------
      Total interest income                                  10,169             9,139            20,342              17,803
                                                            -------           -------           -------             -------


Interest expense:
   Deposits                                                   3,249             2,522             6,449               4,769
   Short-term borrowings                                        707             1,312             1,740               2,519
   Subordinated debt                                            226               208               460                 405
   Securities sold under agreement to repurchase                997               124             1,956                 182
   Long-term debt                                             1,389             1,570             2,686               3,214
                                                            -------           -------           -------             -------
      Total interest expense                                  6,568             5,736            19,291              11,089
                                                            -------           -------           -------             -------

Net interest income                                           3,601             3,403             7,051               6,714

Provision for loan losses                                       150                 -               325                 125
                                                            -------           -------           -------             -------
Net interest income after provision for loan losses           3,451             3,403             6,726               6,589
                                                            -------           -------           -------             -------

Other income:
   Loan service charges and fees                                 72                61               153                 138
   Realized gain on sales of securities, net                     22                71                94                 211
   Gain on sales of loans                                        15                 5                31                  18
   Deposit service charges and fees                             284               334               606                 690
   Non-insured investment products                               99               130               203                 213
   Other                                                        343               302               614                 574
                                                            -------           -------           -------             -------
      Total other income                                        835               903             1,701               1,844
                                                            -------           -------           -------             -------

Operating expenses:
   Compensation and benefits                                  1,970             1,975             4,001               3,861
   Office occupancy and equipment expense                       299               333               578                 591
   Depreciation and amortization                                152               170               315                 345
   Loss on sales of foreclosed real estate                       11                15                55                  15
   Foreclosed real estate expense                                11                84                14                  89
   Amortization of intangible assets                              9                 9                18                  19
   Service bureau expense                                        47                12                55                  19
   Other                                                        588               542             1,156               1,107
                                                            -------           -------           -------             -------
      Total operating expenses                                3,087             3,140             6,192               6,046
                                                            -------           -------           -------             -------

Income before Provision for Income Taxes and
 Extraordinary Gain                                           1,199             1,166             2,235               2,387
Provision for Income Taxes                                      240               181               444                 438
                                                            -------           -------           -------             -------
Income before Extraordinary Gain                                959               985             1,791               1,949
Income from Extraordinary Gain, Net of Taxes                     89                 -                89                   -
                                                            -------           -------           -------             -------
Net Income                                                  $ 1,048           $   985           $ 1,880             $ 1,949
                                                            =======           =======           =======             =======
</TABLE>

                                       3
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (CONT'D.)
             -------------------------------------------------------
                      (in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                    Three Months  Ended             Six Months Ended
                                                                         March 31,                      March 31,
                                                                         ---------                      ---------
                                                                    2007          2006              2007         2006
                                                                   -----          -----            ------       ------
<S>                                                                <C>            <C>              <C>          <C>
Earnings per Share
  Basic
       Income before Extraordinary Gain                            $ .32          $ .33            $  .60       $  .66
       Income from Extraordinary Gain, Net of Taxes                  .03              -               .03            -
                                                                   -----          -----            ------       ------
       Net Income                                                  $ .35          $ .33            $  .63       $  .66
                                                                   =====          =====            ======       ======

  Diluted
       Income before Extraordinary Gain                            $ .31          $ .32            $  .59       $  .64
       Income from Extraordinary Gain, Net of Taxes                  .03              -               .03            -
                                                                   -----          -----            ------       ------
       Net Income                                                  $ .34          $ .32            $  .62       $  .64
                                                                   -----          -----            ------       ------
Dividends per common share                                         $ .14          $ .12            $  .28       $  .24
                                                                   =====          =====            ======       ======
</TABLE>



See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>


                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                   Six Months Ended March 31,
                                                                                      2007             2006
                                                                                   --------         --------
<S>                                                                                <C>              <C>
 Operating Activities:
---------------------
     Net income                                                                    $  1,880         $  1,949
     Adjustments  to  reconcile  net income to net cash  provided  by  operating
     activities:
         Income from extraordinary gain, net of taxes                                   (89)              --
         Provision for loan losses                                                      325              125
         Loss on sales of foreclosed real estate                                         55               15
         Provision for depreciation and amortization                                    315              345
         Deferred loan fee amortization                                                 (33)             (40)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                       105              240
         Amortization of intangibles                                                     18               19
         Net gain on sale of securities                                                 (94)            (211)
         Net gain on sale of loans                                                      (31)             (18)
         Origination of loans held-for-sale                                          (2,687)          (1,362)
         Proceeds from sale of loans held-for-sale                                    2,479            1,628
         Increase in accrued interest receivable                                       (224)            (120)
         Decrease (increase) in accrued income taxes                                     75              (46)
         Increase (decrease) in interest payable                                        100             (189)
         Increase in cash surrender value of life insurance policies                   (101)            (102)
         Noncash compensation expense related to stock benefit plans                     42               32
         Contribution to ESOP                                                          (247)            (240)
         Changes in other assets                                                         16           (1,343)
         Changes in other liabilities                                                    94            3,698
                                                                                   --------         --------
        Net cash provided by operating activities                                     1,998            4,380
                                                                                   --------         --------



Investing Activities:
---------------------

     Proceeds from sales of securities available-for-sale                             9,810            7,196
     Proceeds from maturities and principal repayments of
        securities available-for-sale                                                 7,154           11,602
     Purchases of securities available-for-sale                                      (4,578)         (14,844)
     Proceeds from maturities and principal repayments of
        securities held-to-maturity                                                   6,941            8,694
     Purchases of securities held to maturity                                        (1,992)              --
     Net increase in loans                                                          (15,795)         (46,644)
     Proceeds from sales of foreclosed real estate                                       96               91
     Redemptions of FHLB stock                                                        1,398                7
     Proceeds from insurance claim - Carnegie Branch                                    135               --
     Additions to office premises and equipment                                        (318)            (383)
                                                                                   --------         --------
  Net cash provided by (used in) investing activities                                 2,851          (34,281)
                                                                                   --------         --------
</TABLE>

Continued on page 7.

                                       6
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONT'D.)
           -----------------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                     Six Months Ended March 31,
                                                                        2007            2006
                                                                      --------         --------
<S>                                                                   <C>              <C>

Financing Activities:
---------------------
Net increase in deposits                                              $  9,521         $ 32,858
Increase (decrease) in repurchase agreements                            12,351             (159)
Net decrease in short-term borrowings                                  (47,959)         (34,182)
Proceeds from long-term borrowings                                      20,000           40,000
Repayments of long-term borrowings                                        (118)         (11,615)
Increase in advance payments by borrowers for taxes and insurance        1,646            1,464
Cash dividends paid                                                       (835)            (768)
Stock options exercised                                                    276              194
Proceeds from sale of stock through Dividend Reinvestment Plan              77               71
Excess tax benefit realized on stock-based compensation                     14               35
Acquisition of treasury stock                                               --              (28)
                                                                      --------         --------

Net cash (used in) provided by financing activities                     (5,027)          27,870
                                                                      --------         --------

Decrease in cash and cash equivalents                                     (178)          (2,031)

Cash and cash equivalents at beginning of period                         8,667            9,870
                                                                      --------         --------

Cash and cash equivalents at end of period                            $  8,489         $  7,839
                                                                      ========         ========

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

Cash paid during the period for:
  Interest on deposits and other borrowings                           $ 13,191         $ 11,278
                                                                      ========         ========
  Income taxes                                                        $    355         $    633
                                                                      ========         ========

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

Transfer of loans to foreclosed real estate                           $     69         $     --
                                                                      ========         ========

</TABLE>


See accompanying notes to unaudited consolidated financial statements.

                                       7
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
     ----------------------------------------------------------------------
                        (IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

                                                                                                Accumulated
                                                        Additional                                 Other
                                               Common     Paid-in       Treasury   Retained    Comprehensive
                                                Stock     Capital        Stock     Earnings       (Loss)           Total
===========================================================================================================================
<S>                                             <C>         <C>           <C>           <C>           <C>          <C>
Balance at September 30, 2005                   $  35       $ 44,250      $(9,808)      $ 8,486       $  (914)     $ 42,049
Comprehensive income:
     Net income                                                                           1,949                       1,949
     Other comprehensive loss,
       net of tax of ($678)                                                                            (1,316)       (1,316)
     Reclassification adjustment,
       net of tax of ($71)                                                                               (140)         (140)
                                                                                                                   --------
Total comprehensive income                                                                                              493

Stock-based compensation expense                                  32                                                     32
Stock options exercised, including tax
  benefit of $35                                                 229                                                    229
Cash dividends declared                                                                    (768)                       (768)
Treasury stock purchased - 1,500 shares                                       (28)                                      (28)
Sale of stock through Dividend
  Reinvestment Plan                                               71                                                     71
                                                -----       --------    ---------       -------      --------       -------
Balance at March 31, 2006                       $  35       $ 44,582      $(9,836)      $ 9,667      $ (2,370)      $42,078
                                                =====       ========    =========       =======      ========       =======

Balance at September 30, 2006                   $  35       $ 44,774     $(10,205)      $11,076      $ (1,485)      $44,195
Comprehensive income:
     Net income                                                                           1,880                       1,880
     Other comprehensive income,
       net of tax of $308                                                                                 597           597
     Reclassification adjustment,
       net of tax of ($32)                                                                                (62)         (62)
Total comprehensive income                                                                                            2,415

Stock-based compensation expense                                  42                                                     42
Stock options exercised, including tax
  benefit of $14                                                 290                                                    290
Cash dividends declared                                                                   (835)                       (835)
Sale of stock through Dividend
  Reinvestment Plan                                 1             76                                                     77
                                                -----       --------    ---------       -------      --------       -------
Balance at March 31, 2007                      $   36       $ 45,182     $(10,205)      $12,121       $  (950)      $46,184
                                                =====       ========    =========       =======      ========       =======
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       8
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
                                 MARCH 31, 2007

(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, 2006.  The results for the three
and six month periods ended March 31, 2007 are not necessarily indicative of the
results  that may be expected for the fiscal year ending  September  30, 2007 or
any future interim period.

Certain  amounts in the 2006  financial  statements  have been  reclassified  to
conform with the 2007 presentation format. These reclassifications had no effect
on net income.

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

In July 2006,  the  Financial  Accounting  Standards  Board  (FASB)  issued FASB
Interpretation   No.  48,   "Accounting  for  Uncertainty  in  Income  Taxes--an
interpretation  of FASB  Statement  No.  109"  (FIN  48),  which  clarifies  the
accounting for uncertainty in tax positions.  This Interpretation  requires that
companies recognize in their financial  statements the impact of a tax position,
if that position is more likely than not of being  sustained on audit,  based on
the technical merits of the position. The provisions of FIN 48 are effective for
fiscal years beginning  after December 15, 2006,  with the cumulative  effect of
the change in accounting principle recorded as an adjustment to opening retained
earnings.  We are  currently  evaluating  the impact of  adopting  FIN 48 on our
financial statements.

In  September  2006,  the  FASB  issued  FASB  Statement  No.  157,  Fair  Value
Measurements,  which  defines fair value,  establishes a framework for measuring
fair value under GAAP, and expands  disclosures  about fair value  measurements.
FASB Statement No. 157 applies to other accounting  pronouncements  that require
or permit fair value  measurements.  The new guidance is effective for financial
statements  issued for fiscal years  beginning  after November 15, 2007, and for
interim  periods  within those fiscal  years.  We are currently  evaluating  the
potential  impact,  if any,  of the  adoption of FASB  Statement  No. 157 on our
financial statements.


                                       9
<PAGE>

In September  2006, the Securities  and Exchange  Commission  "SEC" issued Staff
Accounting Bulleting No. 108 ("SAB 108"). SAB 108 provides interpretive guidance
on how the effects of the  carryover  or  reversal  of prior year  misstatements
should be considered in quantifying a potential current year misstatement. Prior
to SAB 108,  companies  might evaluate the  materiality  of  financial-statement
misstatements using either the income statement or balance sheet approach,  with
the income statement approach focusing on new misstatements added in the current
year,  and the  balance  sheet  approach  focusing on the  cumulative  amount of
misstatement  present in a company's balance sheet.  Misstatements that would be
material  under  one  approach  could be  viewed  as  immaterial  under  another
approach,  and not be  corrected.  SAB  108 now  requires  that  companies  view
financial statement  misstatements as material if they are material according to
either the income statement or balance sheet approach.  SAB 108 is effective for
publicly-held  companies for fiscal years ending after November 15, 2006. We are
currently evaluating the potential impact, if any, of the adoption of SAB 108 on
our financial statements.

In  September  2006,  the FASB issued SFAS No. 158,  Employers'  Accounting  for
Defined  Benefit  Pension and Other  Postretirement  Plans ("SFAS  158"),  which
amends  SFAS  87 and  SFAS  106 to  require  recognition  of the  overfunded  or
underfunded  status of pension  and other  postretirement  benefit  plans on the
balance  sheet.  Under  SFAS 158,  gains and  losses,  prior  service  costs and
credits,  and any remaining  transition  amounts under SFAS 87 and SFAS 106 that
have  not  yet  been  recognized  through  net  periodic  benefit  cost  will be
recognized in accumulated other comprehensive income, net of tax effects,  until
they are amortized as a component of net periodic cost. The measurement  date --
the date at which the  benefit  obligation  and plan  assets are  measured -- is
required  to be the  company's  fiscal  year  end.  SFAS  158 is  effective  for
publicly-held  companies for fiscal years ending after December 15, 2006, except
for the measurement date provisions, which are effective for fiscal years ending
after December 15, 2008. The Company is currently  analyzing the effects of SFAS
158 but does not expect its implementation will have a significant impact on the
Company's financial condition or results of operations.

In September  2006,  the FASB's  Emerging  Issues Task Force (EITF)  issued EITF
Issue No. 06-4, "Accounting for Deferred Compensation and Postretirement Benefit
Aspects of Endorsement Split Dollar Life Insurance  Arrangements" ("EITF 06-4").
EITF 06-4 requires the recognition of a liability related to the  postretirement
benefits covered by an endorsement split-dollar life insurance arrangement.  The
consensus  highlights  that the employer  (who is also the  policyholder)  has a
liability  for the benefit it is  providing  to its  employee.  As such,  if the
policyholder  has  agreed  to  maintain  the  insurance  policy in force for the
employee's benefit during his or her retirement,  then the liability  recognized
during the  employee's  active service period should be based on the future cost
of insurance to be incurred during the employee's retirement.  Alternatively, if
the policy holder has agreed to provide the employee with a death benefit,  then
the liability for the future death benefit should be recognized by following the
guidance in SFAS No. 106 or Accounting Principals Board (APB) Opinion No. 12, as
appropriate.  For  transition,  an entity can choose to apply the guidance using
either of the following approaches: (a) a change in accounting principle through
retrospective application to all periods presented or (b) a change in accounting
principle  through a  cumulative-effect  adjustment  to the  balance in retained
earnings at the beginning of the year of adoption.  The disclosures are required
in  fiscal  years  beginning  after  December  15,  2007,  with  early  adoption
permitted. The Company does not believe that the implementation of this guidance
will have a material impact on the Company's consolidated financial statements.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets  and  Financial  Liabilities-Including  an  amendment  of FASB
Statement  No.  115." SFAS No. 159 permits  entities  to choose to measure  many
financial  instruments and certain other items at fair value.  Unrealized  gains
and losses on items for which the fair value  option  has been  elected  will be
recognized  in  earnings  at each  subsequent  reporting  date.  SFAS No. 159 is
effective for our Company  October 1, 2008. The Company is evaluating the impact
that the  adoption  of SFAS  No.  159 will  have on our  consolidated  financial
statements.

                                       10
<PAGE>

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

As of March 31, 2007, the Company had six 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 March 31, 2007,  74,100 options remain  unawarded.  No share awards have been
made under the plan.

The Company also maintains the 1997 Employee Stock Compensation  Program,  which
was shareholder approved. At March 31, 2007, no remaining options were available
for grant under this program. Option awards under this program 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  this  program  provide  for
accelerated vesting if there is a change in control, as defined in the program.

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 March 31, 2007,  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.

Stock  option  transactions  for the six  months  ended  March 31,  2007 were as
follows:
<TABLE>
<CAPTION>
                                                                                                   Weighted-
                                                                  Weighted-                          Average
                                                                   Average         Aggregate        Remaining
                                                                   Exercise        Intrinsic           Term
                                                  Options           Price            Value          (in years)
                                                  -------          ---------       ---------        ----------
<S>                                                 <C>            <C>             <C>              <C>
Outstanding at the beginning of the year            389,342        $  14.89
Granted                                              34,000           18.64
Exercised                                          (25,888)           10.63
Forfeited                                             (596)           20.73
                                                   --------        --------         ----------      --------
Outstanding as of March 31, 2007                    396,858        $  15.48         $1,555,956           4.9
                                                   ========        ========         ==========      ========
Exercisable as of March 31, 2007                    330,057        $  14.78         $1,555,956           4.7
                                                   ========        ========         ==========      ========
</TABLE>

                                       11
<PAGE>

The fair value of options granted for the six month periods ended March 31, 2007
and  2006  were  estimated  at the date of grant  using a  Black-Scholes  option
pricing model with the following weighted-average assumptions:
<TABLE>
<CAPTION>
                                                                 Six Months Ended March 31,
                                                             --------------------------------
                                                               2007                  2006
                                                             --------         ---------------
<S>                                                           <C>              <C>
Dividend yield                                                3.81%            3.61% - 3.81%
Expected life                                               5.5 years            5.5 years
Expected volatility                                          22.02%           22.20% - 22.75%
Risk-free interest rate                                       4.50%            4.23% - 4.47%
Weighted average fair value of options granted                $3.31            $3.25 - $3.36
</TABLE>

(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           Six Months Ended
                                                                         March 31,                   March 31,
                                                                    2007          2006           2007          2006
                                                                   ------        ------         ------        ------
<S>                                                                <C>         <C>           <C>            <C>
Numerator:
Net Income                                                        $ 1,048        $  985         $1,880        $1,949
                                                                   ------        ------         ------        ------

Denominator:
  Denominator for basic earnings per
  share - weighted average shares                                   2,986         2,952          2,978         2,952
Effect of dilutive securities:
  Employee stock options                                               74            86             73            89
                                                                   ------        ------         ------        ------

Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                                    3,060         3,038          3,051         3,041
                                                                   ======        ======         ======        ======
Basic earnings per share                                           $  .35        $  .33         $  .63        $  .66
                                                                   ======        ======         ======        ======

Diluted earnings per share                                         $  .34        $  .32         $  .62        $  .64
                                                                   ======        ======         ======        ======

</TABLE>

                                       12
<PAGE>

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

         Loans  receivable  are  comprised of the following  (dollar  amounts in
thousands):
<TABLE>
<CAPTION>
                                                                                      March 31,         September 30,
                                                                                         2007                2006
                                                                                      -------------------------------
<S>                                                                                   <C>                   <C>
        First mortgage loans:
                       Conventional:
                           1-4 family dwellings                                        $191,353              $190,040
                           Multi-family dwellings                                           249                   259
                       Commercial                                                        79,158                72,171
                       Construction:
                           Residential                                                   48,586                42,252
                           Commercial                                                    20,002                19,147
                                                                                       --------              --------

                                                                                        339,348               323,869

        Less:  Loans in process                                                         (15,643)              (13,369)
                                                                                       --------              --------
                                                                                        323,705               310,500
                                                                                       --------              --------
        Installment loans:
                       Home equity                                                       90,628                90,263
                       Consumer loans                                                       396                   440
                       Other                                                              2,449                 2,603
                                                                                       --------              --------
                                                                                         93,473                93,306
                                                                                       --------              --------

        Commercial business loans and leases:
                       Commercial business loans                                         39,945                37,930
                       Commercial leases                                                    118                   236
                                                                                       --------              --------
                                                                                         40,063                38,166
                                                                                       --------              --------

        Less:  Allowance for loan losses                                                 (2,846)               (2,917)
                                                                                       --------              --------

        Unearned discounts and fees                                                          66                   (28)
                                                                                       --------              --------
                       Loans receivable, net                                           $454,461              $439,027
                                                                                       ========              ========
</TABLE>

                                       13
<PAGE>
 (7) Allowance for Loan Losses
     -------------------------

Changes in the  allowance  for loan  losses for the six months  ended  March 31,
2007,  fiscal year ended  September 30, 2006, and for the six months ended March
31, 2006 are as follows (dollar amounts in thousands):
<TABLE>
<CAPTION>
                                                                      Six Months Ended         Year Ended        Six Months Ended
                                                                      ----------------         ----------        ----------------
                                                                          March 31,           September 30,         March 31,
                                                                          ---------           -------------         ---------
                                                                            2007                  2006                 2006
                                                                            ----                  ----                 ----
<S>                                                                        <C>                  <C>                 <C>
Balance at beginning of period                                              $2,917               $2,596              $2,596
Provision for loan losses                                                      325                  600                 125
Charge-offs                                                                  (428)                (326)               (148)
Recoveries                                                                      32                   47                  26
                                                                            ------               ------              ------
Balance at end of period                                                    $2,846               $2,917              $2,599
                                                                            ======               ======              ======
</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 March 31, 2007,  the recorded  investment in loans that are  considered to be
impaired  under SFAS No. 114 was $1.8 million  compared to $859,000 at March 31,
2006.  Included in the current amount is $54,000 of impaired loans for which the
related  allowance for loan losses is $2,000.  Impaired loans of $1.7 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 six months  ended March 31, 2007 was $1.8  million  compared to
$1.5  million for the same period in the prior  year.  For the six months  ended
March 31, 2007,  the Company  recognized  $3,000 of interest  income on impaired
loans using the cash basis of income recognition. The Company recognized $12,000
of interest income on impaired loans during the six month period ended March 31,
2006.

(8) Extraordinary Gain
    ------------------

During the fourth  quarter of fiscal 2006,  the Bank  recorded an  extraordinary
gain of  $481,000,  before taxes of $163,000,  representing  insurance  proceeds
received from the  destructive  fire that  devastated the Bank's Carnegie Branch
location in October  2005.  (Refer to Note 19 on page 43 of the  Company's  2006
Annual Report to  Shareholders.)  During the second  quarter of fiscal 2007, the
Bank  received  additional  insurance  proceeds  of  $135,000,  and  recorded an
extraordinary  gain of  $89,000,  net of  taxes.  The  insurance  claim has been
settled and no additional proceeds are expected to be recovered.

                                       14
<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  18  of  the  Company's  2006  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 14 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 pages 55 and 56 of the  Company's  September 30,
2006 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 did not recognize
any other than  temporary  impairment  losses on available  for sale  securities
during the three and six month  periods  ended  March 31,  2007 and 2006.  Stock
based   compensation   expense  is   reported  in  net  income   utilizing   the
fair-value-based  method  set  forth in SFAS No.  123R.  The fair  value of each
option  award  is  estimated  at the  date  of  grant  using  the  Black-Scholes
option-pricing model. Please refer to the discussion of stock based compensation
in note 4 "Stock Based  Compensation" on pages 11 through 12 above. In addition,
further   discussion  of  the  assumptions  used  in  determining   stock  based
compensation  is contained in note 13 "Stock Option Plans" on pages 35 and 36 of
the Company's September 30, 2006 Consolidated Financial Statements.

                                       15
<PAGE>

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

Total assets of the Company decreased $2.5 million, or .3%, to $728.2 million at
March 31, 2007 from $730.7 million at September 30, 2006. Significant changes in
individual categories include a decrease in securities  held-to-maturity of $5.1
million,  a  decrease  in  securities  available  for sale of $11.4  million,  a
decrease  in  restricted  investments  in bank  stock  of $1.4  million,  and an
increase  in net loans of $15.4  million  including a $7.0  million  increase in
commercial  real  estate  loans  and a  $6.3  million  increase  in  residential
construction loans.

Total  liabilities  of the Company  decreased  $4.5  million,  or .7%, to $682.0
million at March 31, 2007 from $686.5 million at September 30, 2006. Significant
changes  include a  decrease  in  short-term  borrowings  of $48.0  million,  an
increase in long-term  debt of $19.9  million,  an increase in  securities  sold
under  agreement to  repurchase  of $12.4  million  (including  $10.0 million in
wholesale repurchase  agreements),  an increase in deposits of $9.5 million, and
an increase in advance  payments by  borrowers  for taxes of $1.6  million.  The
Company  decided  to take  advantage  of the lower  interest  rates  offered  on
long-term  debt and  securities  sold under  agreement to  repurchase to replace
short-term borrowings consistent with asset/liability management strategies.

Stockholders'  equity increased to $46.2 million at March 31, 2007,  compared to
$44.2 million at September 30, 2006. This result reflects net income for the six
month period ended March 31, 2007 of $1.88 million,  stock options  exercised of
$290,000  (including  tax benefit of  $14,000),  stock issued under the Dividend
Reinvestment  Plan  of  $77,000,  stock-based  compensation  of  $42,000,  and a
decrease in the accumulated  other  comprehensive  loss of $535,000.  Offsetting
these  increases were common stock cash dividends paid of $835,000.  Accumulated
other  comprehensive  loss  decreased  from  September  30,  2006 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 March  31,  2007,  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
March 31, 2007 and September 30, 2006  represent  base-year bad debt  deductions
for tax purposes only, as they are considered restricted accumulated earnings.


                                       16
<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>
                                                                           March 31,             September 30,
                                                                              2007                   2006
                                                                              ----                   ----
<S>                                                                         <C>                      <C>
        Non-accrual residential real estate loans
            (one-to-four family)                                           $  621                   $  403

        Non-accrual construction, multi family
            residential and commercial real estate loans                      343                      344

        Non-accrual installment loans                                         231                      238

        Non-accrual commercial business loans                               1,431                    1,700
                                                                           ------                   ------
        Total non-performing loans                                         $2,626                   $2,685
                                                                           ======                   ======

        Total non-performing loans as a percent of
            net loans receivable                                            0.58%                    0.61%
                                                                           ======                   ======

        Total foreclosed real estate                                       $  133                   $  215
                                                                           ======                   ======
        Total non-performing loans and foreclosed real estate as a
        percent of total assets                                             0.38%                    0.40%
                                                                           ======                   ======
</TABLE>


Included  in  non-performing  loans at March 31,  2007 are  eight  single-family
residential real estate loans totaling $621,000, one commercial real estate loan
totaling $343,000,  fifteen home equity and installment loans totaling $231,000,
and six commercial business loans totaling $1.4 million.

At March 31, 2007,  the Company had an allowance for loan losses of $2.8 million
or .63% of net loans receivable,  as compared to an allowance of $2.9 million or
..66% of net loans  receivable  at September  30, 2006.  The  allowance  for loan
losses  equals  108.4% of  non-performing  loans at March 31,  2007  compared to
108.6% at September 30, 2006.  Management believes the balance is adequate based
on its analysis of quantitative  and  qualitative  factors as of March 31, 2007.
Management   has  evaluated   its  entire  loan   portfolio,   including   these
non-performing loans, and the overall allowance for loan losses and is satisfied
that the allowance for losses on loans at March 31, 2007 is reasonable. See also
"Provision for Loan Losses" on page 23. 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.



                                       17
<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.


                                       18
<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Six Months Ended March 31, 2007 and 2006
           ----------------------------------------------------------

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

Net income for the three and six months  ended March 31, 2007 was $1.05  million
($.34  per  diluted   share)  and  $1.88  million  ($.62  per  diluted   share),
respectively,  compared to $985,000  ($.32 per diluted  share) and $1.95 million
($.64 per diluted share),  respectively,  for the comparable prior-year periods.
Net  income  for the three and six  months  ended  March 31,  2007  included  an
extraordinary  gain,  net of  taxes,  of  $89,000,  or $.03 per  diluted  share,
attributable  to  the  receipt  of  additional   insurance   proceeds  from  the
destructive fire that devastated the Bank's Carnegie branch in October 2005. The
Company  previously  recorded an  extraordinary  gain, net of taxes, of $318,000
($.11 per  diluted  share)  during the fourth  quarter of fiscal 2006 on a prior
receipt of insurance proceeds related to the same claim. The insurance claim has
been settled and the Company does not expect to receive any additional proceeds.
For  additional  information,  see Note 19 of Notes  to  Consolidated  Financial
Statements in the 2006 Annual Report to Stockholders.

Income before  extraordinary  gain for the three months ended March 31, 2007 was
$959,000 ($.31 per diluted share)  compared to $985,000 ($.32 per diluted share)
in the prior year period,  a decline of $26,000,  or 2.6%. The decline in income
before  extraordinary  gain is  attributable to an increase in the provision for
loan losses of $150,000,  a decrease in other income of $68,000,  or 7.5% and an
increase in  provision  for income taxes of $59,000,  or 32.6%,  which offset an
increase  in net  interest  income  of  $198,000,  or 5.8%,  and a  decrease  in
operating expenses of $53,000, or 1.7%.

Income  before  extraordinary  gain for the six months  ended March 31, 2007 was
$1.79  million  ($.59 per diluted  share)  compared to $1.95  million  ($.64 per
diluted  share) in the prior year period,  a decline of $158,000,  or 8.1%.  The
decline in income before  extraordinary  gain is  attributable to an increase in
the  provision  for loan losses of  $200,000,  an increase in other  expenses of
$146,000,  or 2.4%,  a decrease in other  income of  $143,000,  or 7.8%,  and an
increase in the provision for income taxes of $6,000,  or 1.4%,  which offset an
increase in net interest income of $337,000, or 5.0%.


                                       19
<PAGE>

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 1.98%  (annualized) in the three months ended March
31, 2007 from 2.01%  (annualized)  in the same period in 2006 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
                                                                                March 31,
                                                                         2007              2006
                                                                         ----              ----
<S>                                                                     <C>                <C>
 Average yield on:
   Mortgage loans                                                        6.12%             5.71%
   Mortgage-backed securities                                            4.40              4.33
   Installment loans                                                     6.33              6.15
   Commercial business loans and leases                                  7.71             10.44
   Interest -earning deposits with other institutions,
   investment securities, and FHLB stock (1)                             5.51              5.10
                                                                         ====              ====
   Total interest-earning assets                                         5.87              5.55
                                                                         ====              ====

 Average rates paid on:
   Savings deposits                                                      3.17              2.65
   Borrowed funds                                                        5.02              4.82
                                                                         ====              ====
   Total interest-bearing liabilities                                    3.89              3.54
                                                                         ====              ====
 Average interest rate spread                                            1.98%             2.01%
                                                                         ====              ====
        Net yield on interest-earning assets                             2.15%             2.15%
                                                                         ====              ====
</TABLE>


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


                                       20
<PAGE>
The  Company's   tax-equivalent   interest   rate  spread   decreased  to  1.98%
(annualized)  in the six months ended March 31, 2007 from 2.05%  (annualized) in
the same  period  in  fiscal  2006 as a  result  of the  average  yield on total
interest  earning  assets   increasing  less  than  the  average  rate  paid  on
interest-bearing  liabilities.  The  following  table shows the  average  yields
earned on the  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>
                                                                                   Six Months Ended
                                                                                       March 31,
                                                                                2007              2006
                                                                                ----              ----
<S>                                                                            <C>                <C>
        Average yield on:
          Mortgage loans                                                        6.09%             5.79%
          Mortgage-backed securities                                            4.41              4.25
          Installment loans                                                     6.40              6.15
          Commercial business loans and leases                                  7.62              8.76
          Interest -earning deposits with other institutions,
          investment securities, and FHLB stock (1)                             5.59              5.00
                                                                                ----              ----
          Total interest-earning assets                                         5.88              5.48
                                                                                ----              ----
        Average rates paid on:
          Savings deposits                                                      3.13              2.53
          Borrowed funds                                                        5.06              4.70
                                                                                ----              ----

          Total interest-bearing liabilities                                    3.90              3.43
                                                                                ----              ----
        Average interest rate spread                                            1.98%             2.05%
                                                                                ====              ====
        Net yield on interest-earning assets                                    2.11%             2.15%
                                                                                ====              ====
</TABLE>

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

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

Interest on loans  increased $1.3 million or 21.7% to $7.2 million for the three
months  ended March 31,  2007,  compared  to $5.9  million in the same period in
2006. Interest on loans increased $2.8 million or 24.8% to $14.2 million for the
six months  ended March 31, 2007.  The  increase  for both  periods  reflects an
increase  in the  average  loan  balance  outstanding  during 2007 as well as an
increase in the average yield earned on the loan portfolio.

Interest  on  mortgage-backed  securities  decreased  $256,000  or 19.7% to $1.0
million  for the three  month  period  ended  March 31,  2007,  compared to $1.3
million  in the same  period in 2006.  Interest  on  mortgage-backed  securities
decreased  $489,000 or 18.6% to $2.1  million for the six months ended March 31,
2007,  compared  to the same  period  in 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  $8,000  or .4% to $1.9
million  for the three  months  ended  March 31,  2007,  as compared to the same
period  in  2006.  Interest  on  interest-bearing  demand  deposits  with  other
institutions and investment  securities (non-tax equivalent)  increased $207,000
or 5.4% to $4.0 million for the six months ended March 31, 2007,  as compared to
the same period in 2006.  The increase for both periods  reflects an increase in
the yield  earned on these  investments  partially  offset by a decrease  in the
average balance of investment securities in the portfolio.


                                       21
<PAGE>

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

Interest on deposits  increased  $727,000 or 28.8% to $3.2 million for the three
month period ended March 31, 2007,  as compared to $2.5 million  during the same
period in 2006.  Interest on deposits  increased  $1.7  million or 35.2% to $6.4
million  for the six month  period  ended  March 31,  2007,  as compared to $4.8
million during the same period in 2006.  The increase for both periods  reflects
an  increase  in the  average  balance of deposits as well as an 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, FHLB revolving line of credit, federal funds purchased, and
treasury, tax and loan notes, decreased $605,000 to $707,000 for the three month
period ended March 31,  2007,  as compared to $1.3 million in the same period in
fiscal  2006.  Interest  on  short-term  borrowings  decreased  $779,000 to $1.7
million for the six month period  ended March 31, 2007,  as compared to the same
period in 2006. The decrease for both periods reflects a decrease in the average
balance of these borrowings, partially offset by an increase in the average cost
of these borrowings.

Interest on subordinated debt increased $18,000 for the three months ended March
31, 2007, as compared to the same period in 2006.  Interest on subordinated debt
increased  $55,000 for the six months ended March 31,  2007,  as compared to the
same period in 2006.  The increase for both periods  reflects an increase in the
average  cost of  these  floating-rate  debentures  while  the  average  balance
remained unchanged.

Interest on securities sold under agreement to repurchase,  including retail and
wholesale  structured  borrowings,  increased $873,000 to $997,000 for the three
month  period  ended  March 31,  2007,  as  compared to the same period in 2006.
Interest on securities sold under agreement to repurchase increased $1.8 million
to $2.0 million for the six month  period  ended March 31, 2007,  as compared to
the same period in 2006.  The increase for both periods  reflects  both a higher
level of average  securities  sold under agreement to repurchase and an increase
in the cost of these  funds.  In fiscal  2006,  the Bank began using  structured
reverse repurchase  agreements to replace various FHLB borrowings.  The Bank had
$85 million and $25 million of wholesale  structured  borrowings  outstanding at
March 31, 2007 and 2006, respectively.

Interest on long-term debt,  including FHLB fixed rate advances and "Convertible
Select" advances,  decreased $181,000 to $1.4 million for the three months ended
March 31, 2007 as compared  to the same  period in 2006.  Interest on  long-term
debt decreased  $528,000 to $2.7 million for the six months ended March 31, 2007
as compared to the same period in 2006. The decrease for both periods reflects a
decrease in the average balance of the debt,  partially offset by an increase in
the average cost of the debt.

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

The Company's net interest  income  increased  $198,000 or 5.8% to $3.6 million,
for the three month period ended March 31, 2007,  as compared to $3.4 million in
the same period in 2006. The Company's net interest income increased $337,000 or
5.0% to $7.1  million,  for the six months ended March 31, 2007,  as compared to
the same period in 2006.  The  increase in both  periods is  attributable  to an
increase  in  net  interest-earning  assets,  partially  offset  by a  decreased
interest rate spread.


                                       22
<PAGE>

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

The  provision  for loan losses was  $150,000  for the three month  period ended
March 31, 2007.  There was no provision  recognized for the same period in 2006.
The  provision  for loan losses was  $325,000 for the six months ended March 31,
2007  compared to $125,000  for the six months  ended March 31,  2006.  Net loan
recoveries  were $2,000 for the three months ended March 31, 2007 as compared to
net loan  charge-offs  of $74,000 for the three months ended March 31, 2006. Net
loan  charge-offs  were $396,000 and $122,000 for the six months ended March 31,
2007 and 2006, respectively.

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

The  allowance  for  loan  losses  is  maintained  at a  level  that  represents
management's best estimates of losses in the loan portfolio at the balance sheet
date. However, there can be no assurance that the allowance for 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  $68,000 or 7.5% to $835,000 and
decreased  $143,000 or 7.8% to $1.7 million for the three and six month  periods
ended March 31, 2007, respectively, as compared to the same periods in 2006. The
decrease for the three and six month  periods  ended March 31,  2007,  primarily
relates to a decrease in deposit  service  charges  and fees,  a decrease in the
realized gains on sales of securities,  and a decrease in non-insured investment
product income,  partially offset by an increase in other income, an increase in
loan  service  charges  and fees,  and an  increase  in the gain on the sales of
loans.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous  loan fees,  increased $11,000 or 18.0% to $72,000,  and increased
$15,000 or 10.9% to $153,000 for the three and six month periods ended March 31,
2007, as compared to the same periods in 2006.  The increase for the three month
period  ended  March  31,  2007  is  primarily  attributed  to  an  increase  in
miscellaneous  fees  collected  on home equity  loans.  The increase for the six
month  period  ended March 31, 2007 is  primarily  attributed  to an increase in
title insurance fees.

Net realized  gains on the sales of securities  were $22,000 and $94,000 for the
three and six month periods ended March 31, 2007,  respectively,  as compared to
realized gains of $71,000 and $211,000 in the same periods in fiscal 2006.  Such
sales were made from the  available-for-sale  portfolio as part of  management's
asset/liability management strategies.

Gains on sales of loans were  $15,000  and  $31,000  for the three and six month
periods ended March 31, 2007,  respectively,  as compared to gains of $5,000 and
$18,000 for the same  periods in fiscal  2006.  The six month period ended March
31, 2007 results include the sale of  approximately  $2.4 million of fixed rate,
single-family  mortgage  loans,  compared to $1.6  million of similar loan sales
during the prior fiscal period.

                                       23
<PAGE>




Deposit service charges and fees decreased  $50,000 or 15.0% for the three month
period  ended  March 31, 2007 and  decreased  $84,000 or 12.2% for the six month
period ended March 31, 2007 as compared to the same periods in fiscal 2006.  The
decrease for the three and six month  periods  ended March 31, 2007 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 in response to competition.

Non-insured investment product income was $99,000 and $203,000 for the three and
six month  periods ended March 31, 2007,  respectively,  as compared to $130,000
and $213,000 for the same periods in fiscal 2006. The decrease for the three and
six month periods ended March 31, 2007 is primarily  attributed to a decrease in
the commissions earned on the sales of these products.

Other  income  increased  $41,000 to $343,000  for the three month  period ended
March 31, 2007  compared to $302,000  for the same period in 2006.  Other income
increased  $40,000 to  $614,000  for the six month  period  ended March 31, 2007
compared to $574,000 for the six month period ended March 31, 2006. The increase
in both  periods is primarily  attributed  to the  collection  of $45,000 in the
quarter  ending March 31, 2007,  representing  a recovery of a loss related to a
check  kiting  fraud  discovered  in March  2005  attributable  to one  business
customer.

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

Total  operating  expenses for the three month  periods ended March 31, 2007 and
2006 were  approximately the same at $3.1 million.  Total operating expenses for
the six month period ended March 31, 2007 totaled $6.2 million  compared to $6.0
million  for the same  period in fiscal  2006.  The  increase  for the six month
period  ended  March  31,  2007  is  primarily  attributed  to  an  increase  in
compensation and benefits expense,  an increase in other operating  expense,  an
increase  in loss on the sales of  foreclosed  real  estate,  and an increase in
service bureau expense, partially offset by a decrease in foreclosed real estate
expense and a decrease in depreciation and amortization expense.

Compensation  and  benefits  expense for the three month  period ended March 31,
2007 and 2006 was $2.0  million.  Compensation  and  benefits  expense  was $4.0
million for the six month period  ended March 31, 2007  compared to $3.9 million
for the same  period  in 2006.  The  increase  for the six  month  period is due
primarily to normal salary increases for employees.

Depreciation  and  amortization  expense was $152,000 for the three month period
ended March 31,  2007,  as  compared  to  $170,000  for the same period in 2006.
Depreciation  and  amortization  expense was $315,000 and $345,000,  for the six
month periods ended March 31, 2007 and 2006, respectively. The decrease for both
periods  reflects  equipment  becoming fully  depreciated,  partially  offset by
depreciation on new additions.

Losses on the sales of  foreclosed  real estate were $11,000 and $55,000 for the
three and six month periods ended March 31, 2007,  respectively as compared to a
loss of $15,000 for the same periods in 2006. Foreclosed real estate expense was
$11,000 for the three month period ended March 31, 2007,  as compared to $84,000
for the same period in 2006,  and $14,000 for the six month  period  ended March
31,  2007,  as  compared  to $89,000  for the same  period in 2006.  The results
reflect the costs  associated  with the holding and  disposition  of  properties
including  writedowns  during the  periods.  At March 31,  2007,  the Bank had 4
single-family  residential properties,  which were owned by the same borrower as
investment  properties,  and one commercial real estate  property  classified as
foreclosed real estate.

                                       24
<PAGE>

Service  bureau  expense was $47,000 for the three month  period ended March 31,
2007, as compared to $12,000 for the same period in 2006. Service bureau expense
was  $55,000 and  $19,000,  for the six month  periods  ended March 31, 2007 and
2006,  respectively.  In February 2007,  the Bank converted its data  processing
operations  from  an  in-house  environment  to  an  outsourced  service  bureau
environment, which primarily attributed to the increase.

Other  operating  expenses  were $588,000 for the three month period ended March
31,  2007  compared to $542,000  for the same  period in 2006.  Other  operating
expenses  were  $1.2  million  for the six month  period  ended  March 31,  2007
compared to $1.1  million for the six month  period  ended March 31,  2006.  The
increase for the three month period is due  primarily to an increase in internet
banking fees, an increase in consulting  fees,  and an increase in ATM expenses.
The  increase  for the six  month  period is due  primarily  to an  increase  in
internet  banking fees, an increase in consulting  fees,  and an increase in ATM
expenses,  partially  offset by a decrease in teller cash over and short expense
primarily  attributed to losses associated with two robberies in the fiscal 2006
period.

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

Total  income tax expense for the three  month  period  ended March 31, 2007 was
$240,000  compared to  $181,000  for the same 2006  period.  The  increased  tax
expense for the quarter reflects higher pretax income and a higher tax rate. The
effective  tax rates for the three month  periods  ended March 31, 2007 and 2006
were approximately 20.0% and 15.5%, respectively.  The increase in the effective
tax rate is primarily  due to sales of tax-exempt  securities.  Total income tax
expense for the six month period  ended March 31, 2007 was $444,000  compared to
$438,000 for the same fiscal 2006 period.  The  effective  tax rates for the six
month periods ended March 31, 2007 and 2006 were approximately  19.9% and 18.3%,
respectively.  Tax-exempt  income  includes  income earned on certain  municipal
investments  that qualify for state and/or federal income tax exemption;  income
earned by the Bank's Delaware  subsidiary,  which is not subject to state income
tax, and earnings on Bank-owned life insurance  policies,  which are exempt from
federal taxation. State and federal tax-exempt income for the three month period
ended March 31, 2007 was $2.1 million and  $430,000,  respectively,  compared to
$2.0 million and $465,000,  respectively, for the three month period ended March
31,  2006.  State and federal  tax-exempt  income for the six month period ended
March 31, 2007 was $4.2  million and  $867,000,  respectively,  compared to $3.9
million and  $916,000,  respectively,  for the six month  period ended March 31,
2006.

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 March 31, 2007, the
Company had Tier 1 capital as a percentage of risk-weighted assets of 12.27% and
total risk-based capital as a percentage of risk-weighted assets of 12.91%.

                                       25
<PAGE>





In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum  ratio of Tier 1 capital as a  percentage  of average  total assets (the
"Leverage  Ratio") of 3% for bank holding  companies that meet certain criteria,
including  that they  maintain  the highest  regulatory  rating.  All other bank
holding companies are required to maintain a Leverage Ratio of at least 4% or be
subject to prompt corrective  action by the Federal Reserve.  At March 31, 2007,
the Company had a Leverage Ratio of 7.42%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other  institutions.  At March 31, 2007,  the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.52% 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 March
31, 2007,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 10.68%.

Liquidity
---------

The Company's primary sources of funds have historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent,  loans.  At March 31,  2007,  the  total of  approved  loan  commitments
amounted  to $3.6  million.  In  addition,  the  Company  had $15.6  million  of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months  totals  approximately  $97.0  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.

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:

                                                     March 31,    September 30,
                                                        2007           2006
                                                        ----           ----
                                                            (in thousands)

Commitments to grant loans                            $ 3,561        $ 7,443
Unfunded commitments under lines of credit             47,907         43,416
Financial and performance standby letters of credit       368            218

                                       26
<PAGE>

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 March 31, 2007
for guarantees under standby letters of credit issued is not material.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

          There  have  been  no  material   changes  in  information   regarding
          quantitative  and qualitative  disclosures  about market risk at March
          31,  2007  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, 2006.

Item 4.   Controls and Procedures

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

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

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

Item 1.  Legal Proceedings

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

Item 1A. Risk Factors

          Risk Factor disclosures are presented at September 30, 2006 in Item 1A
         of Fidelity Bancorp Inc's Form 10-K, filed with the SEC on December 22,
         2006. Management believes that there have been no material changes from
         the Company's risk factors as previously disclosed.

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

         Not Applicable

                                       27
<PAGE>


Item 3.  Defaults Upon Senior Securities

          Not Applicable

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

         On  February  13,  2007,  the  Company  held   its  annual  meeting  of
         stockholders and the following was the only item presented:

         Election of Director Donald J. Huber, Director Robert F. Kastelic,  and
         Director  Oliver D. Keefer as Directors of the Company.  Director Huber
         received 2,416,283 votes in favor and 343,259 votes withheld;  Director
         Kastelic received  2,415,798 votes in favor and 343,744 votes withheld;
         and Director Keefer received 2,410,963 votes in favor and 348,579 votes
         withheld.  Director Huber, Director Kastelic,  and Director Keefer were
         all elected for a three-year term that expires in February 2010.  There
         were no abstentions or broker non-votes.

Item 5.  Other Information

         (a) Not applicable.

         (b) Not applicable.




                                       28
<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        Common Stock Certificate (1)
     4.2        Rights Agreement dated June 30, 2003 between Fidelity Bancorp, Inc. and Registrar and
                Transfer Company (3)
     4.3        Amendment No. 1 to Rights Agreement (4)
     4.4*       Indenture, dated as of September 26, 2002, between Fidelity Bancorp, Inc. and State Street Bank and Trust
                Company of Connecticut, National Association
     4.5*       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.
     4.6*       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)
    10.16       Form of Directors Indemnification Agreement (13)
    20.1        Dividend Reinvestment Plan (14)
    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.


                                       29
<PAGE>

(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 March 31, 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.
(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 13, 2007.
(14) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.

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<PAGE>

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



                              FIDELITY BANCORP, INC.



Date:   May 15, 2007          By: /s/ Richard G. Spencer
                                  ----------------------------------------------
                                  Richard G. Spencer
                                  President and Chief Executive Officer


Date:   May 15, 2007          By: /s/ Lisa L. Griffith
                                  ----------------------------------------------
                                  Lisa L. Griffith
                                  Sr. Vice President and Chief Financial Officer


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