U.S. Securities and Exchange Commission

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

         For the quarterly period ended June 30, 2001
                                        -------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

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

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

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

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

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

                                  412-367-3300
                                  ------------
                           (Issuer's telephone number)


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

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
    ---       ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 2,031,206 shares, par value
$0.01, at July 31, 2001                              ---------------------------
-----------------------

<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index
<TABLE>
<CAPTION>

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

Item 1.        Financial Statements (Unaudited)

<S>                                                                                                                       <C>
               Consolidated Statements of Financial Condition as of September 30, 2000 and June 30, 2001                        1

               Consolidated Statements of Income for the Three and Nine Months Ended June 30, 2000 and 2001                     2

               Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2000 and 2001                         3-4

               Consolidated  Statements of Changes in Stockholders' Equity for the Nine Months
               Ended June 30, 2000 and 2001                                                                                     5

               Notes to Consolidated Financial Statements                                                                     6-9

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations                         10-16

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                                       16


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

Item l.        Legal Proceedings                                                                                                16

Item 2.        Changes in Securities                                                                                            16

Item 3.        Defaults Upon Senior Securities                                                                                  16

Item 4.        Submission of Matters to a Vote of Security Holders                                                              16

Item 5.        Other Information                                                                                                16

Item 6.        Exhibits and Reports on Form 8-K                                                                                 17

Signatures                                                                                                                      18
</TABLE>

<PAGE>

Part I - Financial Information
Item 1.  Financial Statements

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Financial Condition (Unaudited)
           ----------------------------------------------------------
                        (in thousands except share data)
<TABLE>
<CAPTION>
                                                          June 30,    September 30,
              Assets                                        2001          2000
              ------                                        ----          ----
<S>                                                    <C>          <C>
Cash and amounts due from
   depository institutions                               $   7,625    $   7,119
Interest-earning demand deposits with
   other institutions                                        3,177        1,072
Investment securities held-to-maturity                      19,314        9,936
Investment securities available-for-sale                    93,635       74,062
Mortgage-backed securities held-to-maturity                 27,438       12,449
Mortgage-backed securities available-for-sale               54,262       71,601
Loans receivable, net  (Notes 5 and 6)                     330,756      337,438
Loans held for sale                                          1,791         --
Real estate owned, net                                         360          181
Federal Home Loan Bank stock - at cost                       9,763       10,764
Accrued interest receivable, net                             3,401        3,143
Office premises and equipment, net                           5,187        5,576
Deferred tax asset                                           1,682        3,444
Goodwill and other intangible assets                         2,035        1,710
Prepaid income taxes                                           582           35
Prepaid expenses and other assets                            4,920        4,679
                                                         ---------    ---------
       Total Assets                                      $ 565,928    $ 543,209
                                                         =========    =========
         Liabilities and Net worth
         -------------------------
Liabilities:
   Savings and time deposits                             $ 313,125    $ 290,631
   Federal Home Loan Bank advances                         194,585      202,885
   Reverse repurchase agreements and other
      borrowings                                             6,675        5,376
   Advance deposits by borrowers for
      taxes and insurance                                    3,787        1,427
   Accrued interest on savings and other deposits            1,733        2,050
   Other accrued expenses and liabilities                    1,802        1,003
   Guaranteed preferred beneficial interest in
       Company's debentures                                 10,250       10,250
                                                         ---------    ---------
       Total Liabilities                                   531,957      513,622
                                                         ---------    ---------
Stockholders' equity (Notes 3 and 4):
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,226,300
      and 2,212,336 shares issued, respectively                 22           22
   Treasury stock, at cost-199,688 and 117,232 shares       (2,877)      (1,680)
   Additional paid-in capital                               14,668       14,524
   Retained earnings - substantially restricted             22,123       20,106
   Accumulated other comprehensive income (loss),
      net of tax                                                35       (3,385)
                                                         ---------    ---------
       Total Stockholders' Equity                           33,971       29,587
                                                         ---------    ---------

       Total Liabilities and Stockholders' Equity        $ 565,928    $ 543,209
                                                         =========    =========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       -1-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                  Consolidated Statements of Income (Unaudited)
                  ---------------------------------------------
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                            Three Months Ended     Nine Months Ended
                                                   June 30,            June 30,
                                                   --------            --------
                                               2001      2000      2001      2000
                                              -------   -------   -------   -------
<S>                                         <C>       <C>       <C>       <C>
Interest income:
   Loans                                      $ 6,607   $ 5,926   $20,021   $17,123
   Mortgage-backed securities                   1,262     1,515     4,118     4,599
   Investment securities                        1,661     1,601     4,801     4,493
   Deposits with other institutions                47         8        71        25
                                              -------   -------   -------   -------
      Total interest income                     9,577     9,050    29,011    26,240
                                              -------   -------   -------   -------

Interest expense:
   Savings deposits                             3,311     2,668     9,676     7,855
   Guaranteed preferred beneficial interest
      in subordinated debt                        256       256       768       768
   Borrowed funds                               3,075     3,051     9,585     8,253
                                              -------   -------   -------   -------
      Total interest expense                    6,642     5,975    20,029    16,876
                                              -------   -------   -------   -------
Net interest income before provision
   for loan losses                              2,935     3,075     8,982     9,364
Provision for loan losses                         125       120       325       360
                                              -------   -------   -------   -------
Net interest income after provision
   for loan losses                              2,810     2,955     8,657     9,004
                                              -------   -------   -------   -------
Other income:
   Loan service charges and fees                   74        53       201       151
   Gain on sale of investment and
      mortgage-backed securities, net              96        16       126       100
   Gain on sale of loans                           35         3        39         8
   Deposit service charges and fees               178       157       494       482
   Other operating income                         250       207       691       610
                                              -------   -------   -------   -------
      Total other income                          633       436     1,551     1,351
                                              -------   -------   -------   -------
Operating expenses:
   Compensation and employee benefits           1,397     1,218     4,014     3,649
   Occupancy and equipment expense                226       181       685       525
   Depreciation and amortization                  158       149       473       436
   Federal insurance premiums                      14        15        44        69
   Loss on real estate owned, net                  14         2        15        26
   Intangible amortization                         31         -        88         -
   Other operating expenses                       512       453     1,500     1,391
                                              -------   -------   -------   -------
      Total operating expenses                  2,352     2,018     6,819     6,096
                                              -------   -------   -------   -------
Income before income tax provision              1,091     1,373     3,389     4,259
Income tax provision                              240       395       746     1,203
                                              -------   -------   -------   -------
Net income                                    $   851   $   978   $ 2,643   $ 3,056
                                              =======   =======   =======   =======
Basic earnings per common share (Note 3)      $   .41   $   .47   $  1.27   $  1.46
                                              =======   =======   =======   =======
Diluted earnings per common share (Note 3)    $   .40   $   .46   $  1.24   $  1.44
                                              =======   =======   =======   =======
Dividends per common share                    $   .10   $   .09   $   .30   $   .27
                                              =======   =======   =======   =======
</TABLE>


See accompanying notes to consolidated financial statements.

                                       -2-

<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                         Nine Months Ended June 30,
                                                                              2001        2000
                                                                              ----        ----
Operating Activities:
---------------------
<S>                                                                       <C>         <C>
     Net income                                                             $  2,643    $  3,056
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                                               325         360
         (Gain) loss on real estate owned                                         15          26
         Depreciation of premises and equipment                                  473         436
         Deferred loan fee amortization                                         (197)       (130)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                 26         122
         Amortization of intangibles                                              88        --
         Net (gain) loss on sale of investment securities                       (119)       (100)
         Net (gain) loss on sale of mortgage-backed securities                    (7)       --
         Net (gain) loss  on sale of loans                                       (39)         (8)
         Origination of loans held-for-sale                                   (6,994)        (63)
         Proceeds from sale of loans held-for-sale                             4,466          63
         (Increase) decrease in interest receivable                             (258)       (227)
         Increase (decrease) in accrued income taxes                            (547)        (18)
         Increase (decrease) in interest payable                                (317)        (98)
         Other changes, net                                                     (195)       (124)
                                                                            --------    --------
        Net cash provided (used) by operating activities                        (637)      3,295
                                                                            --------    --------
Investing Activities:
---------------------
     Proceeds from sales of investment securities available-for-sale           3,885       5,337
     Proceeds from maturities and principal repayments of
        Investment securities available-for-sale                               3,736       4,002
     Purchases of investment securities available-for-sale                   (23,945)     (9,310)
     Proceeds from sales of mortgage-backed securities available-for-sale     11,654        --
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                   9,726       8,040
     Purchases of mortgage-backed securities available-for-sale               (2,002)       --
     Purchases of investment securities held-to-maturity                      (9,361)     (6,302)
     Purchases of mortgage-backed securities held-to-maturity                (18,824)     (1,974)
     Proceeds from principal repayments of mortgage-backed
       securities held-to-maturity                                             3,812       2,084
     Net (increase) decrease in loans                                          6,794     (34,573)
     Proceeds from sale of other loans                                           775         995
     Additions to office premises and equipment                                  (84)       (318)
  Net purchases of FHLB Stock                                                  1,001      (1,222)
                                                                            --------    --------
  Net cash provided (used) by investing activities                           (12,833)    (33,241)
                                                                            --------    --------

</TABLE>

                                       -3-

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


<TABLE>
<CAPTION>
                                                          Nine Months Ended June 30,
                                                               2001        2000
                                                           --------    --------
<S>                                                      <C>          <C>
Financing Activities:
---------------------
Net increase (decrease) in savings and time deposits         22,494       6,499
Increase (decrease) in reverse repurchase agreements and
  other borrowings                                            1,299       2,219
Net increase (decrease) in FHLB advances                     (8,300)     23,217
Increase in advance payments by borrowers for
  taxes and insurance                                         2,360       2,560
Cash dividends paid                                            (625)       (572)
Stock options exercised                                         101         127
Proceeds from sale of stock                                      43          60
Purchase of treasury stock                                   (1,291)       (727)
                                                           --------    --------
Net cash provided (used) by financing activities             16,081      33,383
                                                           --------    --------
Increase (decrease) in cash and cash equivalents              2,611       3,437

Cash and cash equivalents at beginning of period              8,191       4,668
                                                           --------    --------
Cash and cash equivalents at end of period
                                                           $ 10,802    $  8,105
                                                           ========    ========
Supplemental Disclosure of Cash Flow Information
------------------------------------------------
Cash paid during the period for:
  Interest on deposits and other borrowings                $ 20,347    $ 16,975
  Income taxes                                             $  1,563    $  1,221
                                                           --------    --------

Transfer of loans to real estate owned                     $    550    $    330
                                                           --------    --------
</TABLE>


See accompanying notes to consolidated financial statements.

                                       -4-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                        Accumulated Other
                                                    Aditional                             Comprehensive
                                           Common    Paid-in      Treasury    Retained    Income (Loss)
                                            Stock    Capital       Stock      Earnings    Net of Tax         Total

<S>                                        <C>      <C>          <C>         <C>          <C>            <C>
Balance at September 30, 1999               $  20    $14,305      $  (953)    $ 16,736     $ (4,062)      $  26,046
Comprehensive income:
     Net income                                                                  3,056                        3,056
     Other comprehensive loss,
       net of tax of ($396)                                                                    (770)           (770)
                                            -----    -------      -------     --------       ------         --------
Total comprehensive income (loss)              --         --           --        3,056         (770)          2,286

Cash dividends paid                                                               (572)                        (572)
Treasury stock purchased -
   51,000 shares                                                     (727)                                     (727)
 Sale of stock through Dividend
    Reinvestment Plan                                     60                                                     60

 Stock options exercised                                 127                                                    127
                                            -----    -------      -------     --------       ------         --------

Balance at June 30, 2000                    $  20    $14,492     $ (1,680)    $ 19,220     $ (4,832)        $ 27,220
                                            =====    =======     ========     ========     ========         ========

Balance at September 30, 2000               $  22     14,524     $ (1,680)    $ 20,106     $ (3,385)         $29,587

Comprehensive income:
     Net income                                                                  2,643                         2,643
     Other comprehensive income,
       net of tax of $1,805                                                                   3,503            3,503
     Reclassification adjustment,
       Net of tax of ($43)                                                                      (83)             (83)
                                            -----    -------      -------     --------       ------         --------
Total comprehensive income                     --         --           --        2,643        3,420            6,063
    Cash dividends paid                                                           (625)                         (625)

    Treasury stock purchased -
       90,596 shares                                               (1,291)                                    (1,291)

    Contribution of stock to ESOP -                                    94           (1)                           93
         8,140 shares

    Sale of stock through Dividend
       Reinvestment Plan                                  43                                                      43

  Stock options exercised                                101                                                     101
                                            -----    -------      -------     --------       ------         --------

Balance at June 30, 2001                    $  22    $14,668      $(2,877)    $ 22,123       $   35         $ 33,971
                                            =====    =======      =======     ========       ======         ========

</TABLE>
                                       -5-

<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                                  June 30, 2001

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

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

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

The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles.  However, all normal recurring adjustments, which, in the opinion of
management,  are necessary for a fair presentation of the financial  statements,
have been included.  These  financial  statements  should be read in conjunction
with  the  audited  financial  statements  and the  accompanying  notes  thereto
included in the Company's  Annual Report for the fiscal year ended September 30,
2000.  The results for the three and nine month  periods ended June 30, 2001 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending September 30, 2001 or any future interim period.

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

In July of 2001, the Financial  Accounting  Standards Board issued Statement No.
141,  "Business  Combinations",  and  Statement  No.  142,  "Goodwill  and Other
Intangible Assets".

Statement No. 141 requires all business  combinations  to be accounted for using
the purchase method of accounting as use of the  pooling-of-interests  method is
prohibited.  In addition,  this Statement  requires that negative  goodwill that
exists after the basis of certain  acquired  assets is reduced to zero should be
recognized as an  extraordinary  gain. The provisions of this Statement apply to
all business combinations initiated after June 30, 2001.

Statement  No.  142  prescribes   that  goodwill   associated  with  a  business
combination and intangible  assets with an indefinite  useful life should not be
amortized but should be tested for impairment at least  annually.  The Statement
requires   intangibles  that  are  separable  from  goodwill  and  that  have  a
determinable  useful life to be amortized over the determinable useful life. The
provisions of this Statement will become effective for the Company in January of
2002.  Upon adoption of this  statement,  goodwill and other  intangible  assets
arising from acquisitions  completed before July 1, 2001 should be accounted for
in accordance with the provisions of this statement.  This transition  provision
could  require  a  reclassification  of  a  previously   separately   recognized
intangible to goodwill and vice versa if the intangibles in question do not meet
the new criteria for classification as a separately recognizable intangible.

The Company has not yet evaluated the impact of the adoption of these statements
on its financial condition or results of operations.

                                       -6-
<PAGE>

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

Basic EPS  excludes  dilution  and is computed by dividing  income  available to
common  stockholders by the weighted average number of common shares outstanding
for the period.  Diluted EPS reflects the potential dilution that could occur if
securities or other  contracts to issue common stock were exercised or converted
into common  stock or resulted in the  issuance of common stock that then shared
in the earnings of the Company. All weighted average share and per share amounts
reflect the 10% stock  dividend paid on November 28, 2000.  The following  table
sets forth the  computation of basic and diluted  earnings per share (amounts in
thousands, except per share data):

<TABLE>
<CAPTION>
                                                                     Three Months Ended                 Nine Months Ended
                                                                          June 30,                           June 30,
                                                                     2001          2000                 2001           2000
                                                                    -------------------               ---------------------
<S>                                                               <C>           <C>                 <C>            <C>
Numerator:
Net Income                                                          $ 851         $ 978               $2,643         $3,056
                                                                    -----         -----               ------         ------
  Numerator for basic and diluted
  Earnings per share                                                $ 851         $ 978               $2,643         $3,056
                                                                    -----         -----               ------         ------
Denominator:
  Denominator for basic earnings per                                2,060         2,089                2,082          2,096
  Share - weighted average shares
Effect of dilutive securities:
  Employee stock options                                               56            13                   56             24
                                                                    -----         -----               ------         ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                                    2,116         2,102                2,138          2,120
                                                                    -----         -----                -----          -----
Basic earnings per share                                            $ .41         $ .47                $1.27          $1.46
                                                                    -----         -----                -----          -----
Diluted earnings per share                                          $ .40         $ .46                $1.24          $1.44
                                                                    -----         -----                -----          -----
</TABLE>


(5)  Securities
     ----------

The Company accounts for investments in debt and equity securities in accordance
with SFAS No. 115, which requires that investments be classified as either:  (1)
Securities Held-to-Maturity - reported at amortized cost, (2) Trading Securities
- reported at fair value,  or (3)  Securities  Available-for-Sale  - reported at
fair value.  Unrealized gains and losses for securities  available-for-sale  are
reported as other comprehensive income in stockholders' equity. Unrealized gains
of $35,000,  net of tax, on  investments  classified as  available-for-sale  are
recorded at June 30, 2001.  The Company had no securities  classified as trading
as of June 30, 2001 and September 30, 2000.

                                       -7-
<PAGE>

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

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

                                               June 30,  September 30,
                                                2001         2000
                                             ---------    ---------
First mortgage loans:
               Conventional:
                   1-4 family dwellings      $ 190,196    $ 207,853
                   Multi-family dwellings        6,697        5,282
               Commercial                       27,907       22,706
               Construction                     11,415       10,900
                                             ---------    ---------
                                               236,215      246,741
                                             ---------    ---------
Less:
               Loans in process                 (6,817)      (6,558)
               Unearned discounts and fees      (1,901)      (2,033)
                                             ---------    ---------
                                               227,497      238,150
                                             ---------    ---------
Installment Loans:
               Home equity                      65,050       64,215
               Consumer loans                    1,734        2,314
               Other                             3,681        2,085
                                             ---------    ---------
                                                70,465       68,614
                                             ---------    ---------
Commercial business loans and leases:
               Commercial business loans        30,088       27,461
               Commercial leases                 5,653        6,123
                                             ---------    ---------
                                                35,741       33,584
                                             ---------    ---------

Less:  Allowance for loan losses                (2,947)      (2,910)
                                             ---------    ---------

               Loans receivable, net         $ 330,756    $ 337,438
                                             ---------    ---------

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

Changes in the allowance for loan losses for the nine months ended June 30, 2001
and the fiscal year ended  September 30, 2000 are as follows  (dollar amounts in
thousands):

                                                       June 30,    September 30,
                                                       --------    -------------
                                                         2001          2000
                                                       -------       -------
Balance at beginning of period                         $ 2,910       $ 2,477
Allowance for loan losses of Pennwood Bancorp, Inc.         --           358
Provision for loan losses                                  325           470
Charge-offs                                               (407)         (425)
Recoveries                                                 119            30
                                                       -------        ------
Balance at end of period                               $ 2,947        $2,910
                                                       -------        ------

                                       -8-

<PAGE>


The  provision  for loan  losses  charged to expense is based upon past loan and
loss  experience  and an  evaluation  of  probable  losses in the  current  loan
portfolio,  including the  evaluation of impaired  loans under SFAS Nos. 114 and
118. A loan is considered to be impaired  when,  based upon current  information
and events,  it is probable  that the Bank will be unable to collect all amounts
due according to the contractual  terms of the loan. An insignificant  shortfall
in payments does not necessarily  result in a loan being identified as impaired.
For this purpose, delays less than 90 days are considered to be insignificant.

Impairment  losses are included in the provision for loan losses.  SFAS Nos. 114
and 118 do not apply to large groups of smaller balance,  homogeneous loans that
are collectively  evaluated for impairment,  except for those loans restructured
under a troubled debt restructuring. Loans collectively evaluated for impairment
include  consumer loans and residential  real estate loans, and are not included
in the following data.

At June 30, 2001,  the recorded  investment  in loans that are  considered to be
impaired under SFAS No. 114 was $407,000  compared to $104,000 at June 30, 2000.
Included  in the current  amount is  $407,000  of  impaired  loans for which the
related  allowance for loan losses is $207,000,  and no impaired loans that as a
result of  write-downs  do not have an allowance  for loan  losses.  The average
recorded investment in impaired loans during the nine months ended June 30, 2001
was $446,000 compared to $154,000 for the same period in the prior year. For the
nine  months  ended  June  30,  2001,  as well as June  30,  2000,  the  Company
recognized no interest  income on those  impaired  loans using the cash basis of
income recognition.

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

Total  comprehensive  income  amounted  to  the  following  for  the  three  and
nine-month periods ended June 30 (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                       Three Months Ended   Nine Months Ended
                                                            June 30,             June 30,
                                                         2001       2000      2001      2000
                                                      -------    -------   -------   -------

<S>                                                 <C>        <C>       <C>       <C>
Net Income                                            $   851    $   978   $ 2,643   $ 3,056
Change in unrealized gains (losses) on investment
securities and mortgage-backed securities available
for sale, net of taxes                                $  (397)   $   342   $ 3,420   $  (770)
                                                      -------    -------   -------   -------

Comprehensive income (loss)                           $   454    $ 1,320   $ 6,063   $ 2,286
                                                      =======    =======   =======   =======
</TABLE>


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

On July 14, 2000, the Company  completed the  acquisition  of Pennwood  Bancorp,
Inc. The acquisition had been completed under the purchase method of accounting.
The allocation of purchase price was completed during the quarter ended June 30,
2001 after  determining  the final  valuation  of the fair  market  value of the
assets  acquired  and  the  liabilities  assumed.  An  adjustment  was  recorded
increasing  goodwill and other  intangible  assets and  decreasing  premises and
equipment for $400,000.


                                       -9-

<PAGE>

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

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

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

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

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

Total assets of the Company increased $22.7 million or 4.2% to $565.9 million at
June 30, 2001 from $543.2 million at September 30, 2000.  Significant changes in
individual categories were increases in investment securities available-for-sale
of $19.6 million,  mortgage-backed securities held-to-maturity of $15.0 million,
investment  securities  held-to-maturity  of  $9.4  million  and a  decrease  in
mortgage-backed securities  available-for-sale of $17.3 million and net loans of
$6.7 million.  Interest rates declined during the nine-month  period ending June
30,  2001,  and as a  result,  the  Company  experienced  an  increase  in  loan
prepayments  (primarily  1-4 family  dwellings) and  mortgage-backed  securities
prepayments.

Total  liabilities  of the Company  increased by $18.3 million or 3.6% to $532.0
million at June 30, 2001 from $513.6 million at September 30, 2000. The increase
primarily  reflects a $22.5 million increase in savings and time deposits offset
by a $8.3  million  decrease  in Federal  Home Loan Bank  advances.  The Company
believes that the stock market  volatility  drove more investors to FDIC insured
deposit  products,  thereby  reducing the Company's  need for wholesale  funding
sources such as FHLB advances.

Stockholders'  equity  increased  $4.4 million or 14.8% to $34.0 million at June
30, 2001,  compared to $29.6 million at September 30, 2000. This result reflects
net income for the nine month  period  ended June 30,  2001 of $2.6  million,  a
decrease of accumulated other comprehensive loss of $3.4 million,  stock options
exercised of $101,000,  stock  issued  under the Dividend  Reinvestment  Plan of
$43,000,  and stock contributed to the Employee Stock Ownership Plan of $94,000.
Offsetting these increases were common stock cash dividends paid of $625,000 and
the  purchase  of treasury  stock at cost for $1.3  million.  Accumulated  other
comprehensive  loss  decreased from September 30, 2000 as a result of changes in
the  net  unrealized  loss  on  the  available-for-sale  securities  due  to the
fluctuations  in  interest  rates.  Because of  interest  rate  volatility,  the
Company's   accumulated  other  comprehensive  income  (loss)  could  materially
fluctuate for each interim and year-end  period.  On July 18, 2001,  the Company
announced the  completion of its stock  repurchase  program that was  originally
announced in December  1999 and extended on December 27, 2000.  The Company also
announced its third stock buyback  program.  At its regular monthly meeting held
on July 17, 2001, the Company's Board of Directors gave discretionary  authority
to management  to  repurchase  up to five percent (5%) of the total  outstanding
shares of the Common Stock during the next twelve months.

                                      -10-
<PAGE>

Non-Performing Assets
---------------------
The following table sets forth information  regarding non-accrual loans and real
estate  owned  by the  Bank at the  dates  indicated.  The Bank did not have any
accruing  loans  which  were 90 days or more  overdue  or any loans  which  were
classified as troubled debt  restructuring  during the periods presented (dollar
amounts in thousands).


                                                  June 30,      September 30,
                                                    2001            2000
                                                   ------          ------

Non-accrual residential real estate loans
    (one-to-four family)                           $  533          $  520

Non-accrual construction, multi-family
    residential and commercial real estate loans    1,201             624

Non-accrual installment and commercial
    business loans                                    941             817
                                                   ------          ------

Total non-performing loans                         $2,675          $1,961
                                                   ======          ======

Total non-performing loans as a percent of
    net loans receivable                              .81%            .58%
                                                   ======          ======

Total real estate owned, net of related
    reserves                                       $  360          $  181
                                                   ======          ======

Total non-performing loans and real estate
    owned as a percent of total assets                .54%            .39%
                                                   ======          ======


Included  in  non-performing  loans at June 30,  2001  are  seven  single-family
residential  real estate loans totaling  $533,000,  seven commercial real estate
loans  totaling  $1.2 million,  29 home equity and  installment  loans  totaling
$343,000,  three commercial business loans totaling $499,000 and five commercial
business leases totaling $99,000.

At June 30, 2001,  the Company had an allowance  for loan losses of $2.9 million
or .89% of net loans receivable,  as compared to an allowance of $2.9 million or
 .86% of net loans  receivable  at September  30, 2000.  The  allowance  for loan
losses equals 110.2% of non-performing loans at June 30, 2001 compared to 148.4%
at September 30, 2000.

Management   has  evaluated   its  entire  loan   portfolio,   including   these
non-performing  loans and the overall allowance for loan losses and is satisfied
that the allowance for losses on loans at June 30, 2001 is appropriate. See also
"Provision for Loan Losses."


                                      -11-
<PAGE>
                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Nine Months Ended June 30, 2001 and 2000
           ----------------------------------------------------------

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

Net income for the three  months  ended June 30, 2001 was  $851,000  compared to
$978,000  for the same  period in 2000,  a decrease  of  $127,000 or 13.0 %. The
decrease reflects an increase in other operating  expenses of $334,000 or 16.6%,
a decrease in net  interest  income of $140,000 or 4.6%,  and an increase in the
provision for loan losses of $5,000 or 4.2%.  Partially offsetting these factors
was an  increase  in other  income of  $197,000  or 45.2% and a decrease  in the
provision for income taxes of $155,000 or 39.2%.

Net income for the nine months ended June 30, 2001 was $2.6 million  compared to
$3.1 million for the same period in 2000,  a decrease of $413,000 or 13.5%.  The
decrease  reflects a decrease in net interest  income of $382,000 or 4.1% and an
increase in other operating expenses of $723,000 or 11.9%.  Partially offsetting
these  factors  was a decrease  in the  provision  for loan losses of $35,000 or
9.7%,  an  increase  in other  income of $200,000 or 14.8% and a decrease in the
provision for income taxes of $457,000 or 38.0%.

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

The Bank's interest rate spread,  the difference  between yields calculated on a
tax-equivalent basis on interest-earning assets and the cost of funds, decreased
to 2.21% in the three  months  ended June 30, 2001 from 2.57% in the same period
in 2000.  The  following  table  shows the average  yields  earned on the Bank's
interest-earning  assets  and the  average  rates  paid on its  interest-bearing
liabilities for the periods indicated,  the resulting interest rate spreads, and
the net yields on interest-earning assets.

                                                 Three Months Ended
                                                      June 30,
                                                   2001       2000
                                                 -------    -------
Average yield on:
  Mortgage loans                                   7.64%      7.42%
  Mortgage-backed securities                       6.19       6.83
  Installment loans                                8.13       8.16
  Commercial business loans                        8.58       9.20
  Interest -earning deposits with other
  institutions, investment securities, and
  FHLB stock (1)                                   6.64       7.30
                                                 -------    -------
  Total interest-earning assets                    7.33       7.49
                                                 -------    -------

Average rates paid on:
  Savings deposits                                 4.29       3.90
  Borrowed funds                                   6.15       6.24
                                                 -------    -------
  Total interest-bearing liabilities               5.12       4.92
                                                 -------    -------

Average interest rate spread                       2.21%      2.57%
                                                 =======    =======

Net yield on interest-earning assets               2.37%      2.66%
                                                 =======    =======

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

                                      -12-

<PAGE>

The Bank's  tax-equivalent  interest rate spread  decreased to 2.27% in the nine
months  ended June 30,  2001 from 2.69% in the same period in fiscal  2000.  The
following  table shows the average yields earned on the Bank's  interest-earning
assets and the average rates paid on its  interest-bearing  liabilities  for the
periods indicated,  the resulting  interest rate spreads,  and the net yields on
interest-earning assets.

                                              Nine Months Ended June 30,
                                                   2001       2000
                                                 -------    -------
Average yield on:
  Mortgage loans                                   7.60%      7.49%
  Mortgage-backed securities                       6.57       6.68
  Installment loans                                8.21       8.12
  Commercial business loans                        9.01       9.03
  Interest -earning deposits with other
  institutions, investment securities, and
  FHLB stock (1)                                   6.89       7.15
                                                 -------    -------
  Total interest-earning assets                    7.46       7.44
                                                 -------    -------

Average rates paid on:
  Savings deposits                                 4.30       3.86
  Borrowed funds                                   6.27       5.96
                                                 -------    -------
  Total interest-bearing liabilities               5.19       4.75
                                                 -------    -------

Average interest rate spread                       2.27%      2.69%
                                                 =======    =======

Net yield on interest-earning assets               2.42%      2.77%
                                                 =======    =======

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


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

Interest  on loans  increased  $681,000  or 11.5% to $6.6  million for the three
months  ended June 30, 2001,  compared to the same period in 2000.  The increase
reflects an increase in the average loan balance  outstanding during 2001 and an
increase  in the net  yield  earned  on the loan  portfolio.  Interest  on loans
increased  $2.9 million or 16.9% to $20.0 million for the nine months ended June
30,  2001,  compared  to the  same  period  in  fiscal  2000.  The  increase  is
attributable to an increase in the average loan balance  outstanding  during the
2001 period as well as an increase  in the net yield  earned on these  assets in
the fiscal  2001  period as  compared  to the same  period in fiscal  2000.  The
increase in the average balance of the loan portfolio in the fiscal 2001 periods
reflects both $31.4 million of net loans  acquired with the purchase of Pennwood
Bancorp,  Inc., as well as the continued  origination  and retention of loans in
the Company's primary market areas.

Interest  on  mortgage-backed  securities  decreased  $253,000  or 16.7% to $1.3
million  and  $481,000  or 10.5% to $4.1  million  for the three and nine months
ended June 30, 2001, respectively,  as compared to the same periods in 2000. The
decrease for both the three and nine month periods ended June 30, 2001, reflects
a decrease in the average  balance of  mortgage-backed  securities  owned in the
respective  periods as well as a decrease  in the  average  yield  earned on the
portfolio.

Interest on  interest-earning  deposits with other  institutions  and investment
securities  increased  $99,000 or 6.2% to $1.7  million and  $354,000 or 7.8% to
$4.9  million  for the three and  nine-month  periods  ended June 30,  2001,  as
compared  to the same  period  in 2000.  The  increase  for both the  three  and
nine-month  periods  ended June 30,  2001,  reflects  an increase in the average
balance in the portfolio  partially  offset by a decrease in the yield earned on
these investments.

                                      -13-

<PAGE>

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

Interest  on  savings  and time  deposits  increased  $643,000  or 24.1% to $3.3
million and  increased  $1.8  million or 23.2% to $9.7 million for the three and
nine month  periods ended June 30, 2001,  respectively,  as compared to the same
periods in fiscal 2000.  The increase for both the three and nine month  periods
in fiscal 2001 as  compared  to fiscal 2000  reflects an increase in the average
balance of savings  deposits,  as well as an increase in the average cost of the
deposits.  The  increase in the average  balance of deposits  also  reflects the
approximately $14.5 million of deposits assumed from the new Bellevue branch.

Interest on borrowed  funds  increased  $24,000 or .8% to $3.1  million and $1.3
million or 16.1% to $9.6 million for the three and nine-month periods ended June
30, 2001,  respectively,  as compared to the same  periods in fiscal  2000.  The
increase  for the three  month  period in fiscal 2001 as compared to fiscal 2000
reflects an increase in the cost of Federal Home Loan Bank ("FHLB") advances and
reverse  repurchase  agreements,  partially  offset by a decrease in the average
balance of these  borrowings  outstanding  during the fiscal 2001  periods.  The
increase  for the  nine-month  period in fiscal  2001 as compared to fiscal 2000
reflects  an  increase  in the average  FHLB  advances  and  reverse  repurchase
agreements outstanding during the fiscal 2001 periods, as well as an increase in
the cost of those  borrowings.  The Company  continues to rely on these advances
and repurchase agreements as cost effective wholesale funding sources.

Net Interest Income Before Provision for Loan Losses
----------------------------------------------------

The Bank's net  interest  income  before  provision  for loan  losses  decreased
$140,000 or 4.6% to $2.9 million and decreased  $382,000 or 4.1% to $9.0 million
for the three and  nine-month  periods  ended June 30,  2001,  respectively,  as
compared to the same periods in fiscal 2000. The decrease for both the three and
nine-month  periods in fiscal  2001 is  primarily  attributable  to a  decreased
interest rate spread,  partially  offset by an increase in net  interest-earning
assets.

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

The provision for loan losses increased $5,000 to $125,000 and decreased $35,000
to  $325,000  for  the  three  and  nine-month  periods  ended  June  30,  2001,
respectively,  as compared to the same periods in fiscal 2000. At June 30, 2001,
the  allowance  for loan  losses  was $2.9  million  which  was  unchanged  from
September 30, 2000. Net loan  chargeoffs were $288,000 at June 30, 2001 compared
to $395,000 at September 30, 2000.

A monthly  review is conducted by management to determine that the allowance for
loan losses is appropriate to absorb  estimated loan losses.  In determining the
level of allowances for loan losses,  consideration is given to general economic
conditions,   the  diversification  of  the  loan  portfolio,   historical  loss
experience,  identified credit problems,  delinquency levels and the adequacy of
collateral.  Although  management  believes that the current  allowance for loan
losses is appropriate,  future  additions to the reserve may be necessary due to
changes in economic conditions. In addition,  various regulatory agencies review
the  adequacy  of the  allowance  for loan  losses as part of their  examination
process and may require additions to the allowance based on their judgment.

                                      -14-
<PAGE>



Other Income and Other Operating Expenses

Total  non-interest or other income increased  $197,000 or 45.2% to $633,000 and
$200,000 or 14.8% to $1.6  million for the three and  nine-month  periods  ended
June 30,  2001,  respectively,  as compared to the same  periods in fiscal 2000.
Increases in other income primarily relate to increased loan and deposit account
service charges, as well as increased gains on the sale of investment securities
and  loans.  During  the  current  fiscal  period,  the  Bank  entered  into  an
arrangement with several investors to sell fixed-rate residential mortgage loans
in the secondary  market.  This program allows the Bank to offer more attractive
rates in its highly  competitive  market.  The Bank does not service those loans
sold in the secondary  market.  Customers may choose to have their loan serviced
by the Bank,  however,  the loan is priced  slightly  higher and retained in the
Bank's loan portfolio.

Operating  expenses  increased $334,000 or 16.6% to $2.4 million and $723,000 or
11.9% to $6.8 million for the three and nine-month  periods ended June 30, 2001,
respectively,  as compared to the same period in fiscal  2000.  The  increase in
operating expenses is partially  attributed to the operation of the new Bellevue
branch obtained in the Pennwood  acquisition,  as well as costs  associated with
initiating and providing online banking services.

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

Income  taxes  decreased  $155,000 or 39.2% to $240,000 and $457,000 or 38.0% to
$746,000 for the three and nine-month periods ended June 30, 2001, respectively,
compared to the same periods in fiscal 2000.  The decrease in taxes for both the
three and nine  month  periods  ended June 30,  2001,  as  compared  to the same
periods in the prior year, results from a decrease in taxable income, as well as
a reduction in the level of income subject to state income tax.

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

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including  the  Preferred  Securities  issued by the Trust in 1997.  The
Preferred  Securities  may comprise up to 25% of the  Company's  Tier 1 capital.
Total  capital  includes  Tier 1 capital and other forms of capital  such as the
allowance for loan losses,  subject to limitations,  and subordinated  debt. The
guidelines  establish a minimum standard risk-based target ratio of 8%, of which
at least 4% must be in the form of Tier 1 capital. At June 30, 2001, the Company
had Tier 1 capital as a percentage of  risk-weighted  assets of 12.45% and total
risk-based capital as a percentage of risk-weighted assets of 13.32%.

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum  ratio of Tier 1 capital as a  percentage  of average  total assets (the
"Leverage  Ratio") of 3% for bank holding  companies that meet certain criteria,
including  that they  maintain  the highest  regulatory  rating.  All other bank
holding companies are required to maintain a Leverage Ratio of at least 4% or be
subject to prompt  corrective  action by the Federal Reserve.  At June 30, 2001,
the Company had a Leverage Ratio of 7.67%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other  institutions.  At June 30, 2001,  the Bank  complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.65% of  average  total  assets,  as
defined.

The Bank is also  required to maintain a ratio of  qualifying  total  capital to
risk-weighted assets and off-balance sheet items of a minimum of 8%. At June 30,
2001, the Bank's total capital to  risk-weighted  assets ratio  calculated under
the FDIC capital requirement was 11.88%.

                                      -15-

<PAGE>

Liquidity
---------

The Company's primary sources of funds have historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent, loans. At June 30, 2001, the total of approved loan commitments amounted
to $2.2 million.  In addition,  the Company had $6.8 million of undisbursed loan
funds at that date. The amount of savings  certificates  which mature during the
next twelve months totals approximately $143.9 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.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

          There  have  been  no  material   changes  in  information   regarding
          quantitative and qualitative disclosures about market risk at June 30,
          2001 from the information  presented  under the caption,  Management's
          Discussion  and  Analysis  of  Financial   Condition  and  Results  of
          Operations - Asset and Liability Management, as Exhibit 13 to the Form
          10-K for September 30, 2000.


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

Item 1. Legal Proceedings

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


Item 2. Changes in Securities

          None


Item 3. Defaults Upon Senior Securities

          Not Applicable


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

          None

Item 5. Other Information

          None


                                      -16-
<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits
<TABLE>
<CAPTION>

               The following exhibits are filed as part of this Report.
          <S>            <C>
                3.1        Articles of Incorporation (1)
                3.2        Bylaws (1)
                4.         Common Stock Certificate (1)
               10.1        Employee Stock Ownership Plan, as amended (1)
               10.2        1988 Employee Stock Compensation Program (1)
               10.3        1993 Employee Stock Compensation Program (2)
               10.4        1997 Employee Stock Compensation Program (3)
               10.5        1993 Directors' Stock Option Plan (2)
               10.6        Employment Agreement between the company, the Bank and William L. Windisch (1)
               10.7        1998 Group Term Replacement Plan (4)
               10.8        1998 Salary Continuation Plan Agreement by and between W.L. Windisch, the
                           Company and the Bank (4)
               10.9        1998 Salary Continuation Plan Agreement by and between R.G. Spencer, the
                               Company and the Bank (4)
               10.10       1998 Salary Continuation Plan Agreement by and between M.A.  Mooney, the Company
                               and the Bank (4)
               10.11       1998 Stock Compensation Plan (5)
               20.1        Dividend Reinvestment Plan (6)
</TABLE>

          (b)  Reports on Form 8-K

                 None

(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 from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997
(3)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(4)  Incorporated  by reference  from an exhibit in Form 10-K filed with the SEC
     on December 29, 1998.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(6)  Incorporated  by  reference  from an Exhibit in Form 10-Q on  February  14,
     2000.


                                      -17-
<PAGE>



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




                          FIDELITY BANCORP, INC.



Date:   August 14, 2001   By:  /s/William L. Windisch
                               -------------------------------------------------
                               William L. Windisch
                               Chairman of the Board and Chief Executive Officer


Date:   August 14, 2001   By:  /s/Lisa L. Griffith
                               -------------------------------------------------
                               Lisa L. Griffith
                               Vice President and Chief Financial Officer


                                      -18-