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 December 31, 2000
                                               -----------------

      [ ] 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:
             2,109,381 shares, par value $0.01, at January 31, 2001
             ------------------------------------------------------




<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index
<TABLE>
<CAPTION>

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

Item 1.        Financial Statements (Unaudited)

               Consolidated Statements of Financial Condition as of September 30, 2000 and December 31, 2000                    1

               Consolidated Statements of Income for the Three Months Ended December 31, 1999 and 2000                          2

               Consolidated Statements of Cash Flows for the Three Months Ended December 31, 1999 and 2000                    3-4

               Consolidated Statement of Changes in Stockholders' Equity for the Three Months Ended December 31, 2000           5

               Notes to Consolidated Financial Statements                                                                       6

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations                            9

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                                      15


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                                                                             16-17

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>
                                                        December 31, September 30,
              Assets                                         2000         2000
              ------                                         ----         ----
<S>                                                    <C>          <C>
Cash and amounts due from
   depository institutions                               $   7,428    $   7,119
Interest-earning demand deposits with
   other institutions                                          538        1,072
Investment securities held-to-maturity                      11,915        9,936
Investment securities available-for-sale                    75,807       74,062
Loans receivable, net  (Notes 5 and 6)                     337,927      337,438
Mortgage-backed securities held-to-maturity                 16,065       12,449
Mortgage-backed securities available-for-sale               68,202       71,601
Real estate owned, net                                         205          181
Federal Home Loan Bank stock - at cost                      10,764       10,764
Accrued interest receivable, net                             3,406        3,143
Office premises and equipment, net                           5,541        5,576
Deferred tax asset                                           2,168        3,444
Goodwill and other intangible assets                         1,698        1,710
Prepaid income taxes                                           237           35
Prepaid expenses and other assets                            4,796        4,679
                                                         ---------    ---------
       Total Assets                                      $ 546,697    $ 543,209
                                                         =========    =========
            Liabilities and Stockholders' Equity
            ------------------------------------
Liabilities:
  Savings and time deposits                              $ 299,207    $ 290,631
  Federal Home Loan Bank advances                          193,250      202,885
  Reverse repurchase agreements and other
      borrowings                                             4,852        5,376
  Advance deposits by borrowers for
      taxes and insurance                                    3,171        1,427
  Accrued interest on savings and other deposits             1,782        2,050
  Other accrued expenses and liabilities                     1,327        1,003
  Guaranteed preferred beneficial interest in
       Company's debentures                                 10,250       10,250
                                                         ---------    ---------
       Total Liabilities                                   513,839      513,622

Stockholders' equity (Notes 3 and 4):
  Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,219,810
      and 2,212,336 shares issued, respectively                 22           22
  Treasury stock, at cost - 114,092 and 117,232 shares      (1,640)      (1,680)
  Additional paid-in capital                                14,601       14,524
  Retained earnings - substantially restricted              20,781       20,106
  Accumulated other comprehensive income (loss),
      net of tax                                              (906)      (3,385)
                                                         ---------    ---------
      Total Stockholders' Equity                            32,858       29,587
                                                         ---------    ---------
      Total Liabilities and Stockholders' Equity         $ 546,697    $ 543,209
                                                         =========    =========

</TABLE>
See accompanying notes to financial statements.

                                       -1-
<PAGE>

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

                                                            Three Months Ended
                                                          ----------------------
                                                               December 31,
                                                               ------------
                                                            2000          1999
                                                          -------       -------
Interest income:
   Loans                                                  $ 6,727       $ 5,532
   Mortgage-backed securities                               1,441         1,548
   Investment securities                                    1,536         1,364
   Deposits with other institutions                            12            10
                                                          -------       -------
      Total interest income                                 9,716         8,454
                                                          -------       -------
Interest expense:
   Savings deposits                                         3,142         2,543
   Guaranteed preferred beneficial interest
      in subordinated debt                                    256           256
   Borrowed funds                                           3,372         2,434
                                                          -------       -------
      Total interest expense                                6,770         5,233
                                                          -------       -------
Net interest income before provision
   for loan losses                                          2,946         3,221
Provision for loan losses                                      90           120
                                                          -------       -------
Net interest income after provision
   for loan losses                                          2,856         3,101
                                                          -------       -------

Other income:
   Loan service charges and fees                               69            59
   Gain (loss) on sale of investment
      and mortgage-backed securities, net                      (2)           (2)
   Gain (loss) on sale of loans                                 -             2
   Deposit service charges and fees                           163           171
   Other operating income                                     218           202
                                                          -------       -------
      Total other income                                      448           432
                                                          -------       -------
Operating expenses:
   Compensation and employee benefits                       1,300         1,231
   Occupancy and equipment expense                            213           170
   Depreciation and amortization                              156           141
   Federal insurance premiums                                  15            40
   (Gain) loss on real estate owned, net                       (7)           21
   Intangible amortization                                     29             -
   Other operating expenses                                   461           446
                                                          -------       -------
      Total operating expenses                              2,167         2,049
                                                          -------       -------

Income before income tax provision                          1,137         1,484
Income tax provision                                          250           419
                                                          -------       -------
Net income                                                $   887       $ 1,065
                                                          =======       =======
Basic earnings per common share (Note 3)                  $  0.42       $  0.50
                                                          =======       =======
Diluted earnings per common share (Note 3)                $  0.42       $  0.50
                                                          =======       =======
Dividends per common share                                $  0.10       $  0.09
                                                          =======       =======

See accompanying notes to financial statements.

                                       -2-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows (Unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                       Three Months Ended December 31,
                                                                       -------------------------------
                                                                               2000       1999
                                                                            --------    --------
<S>                                                                        <C>         <C>
Operating Activities:
---------------------
     Net income                                                             $    887    $  1,065
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                                                90         120
         (Gain) loss on real estate owned                                         (7)         21
         Depreciation of premises and equipment                                  156         141
         Deferred loan fee amortization                                          (45)        (44)
         Amortization of investment and mortgage-backed securities
            discounts/premiums, net                                               16          49
         Amortization of intangibles                                              29           -
         Net loss on sale of investment and mortgage-backed securities             2           2
         Net (gain) on sale of loans                                               -          (2)
         Origination of loans held-for-sale                                      (59)          -
         Proceeds from sale of loans held-for-sale                                60           -
         (Increase) decrease in interest receivable                             (263)         14
         (Increase) decrease in prepaid income taxes                            (202)        277
         Increase (decrease) in interest payable                                (268)        (38)
         Other changes, net                                                      268          67
                                                                            --------    --------
        Net cash provided by operating activities                                664       1,672
                                                                            --------    --------
Investing Activities:
---------------------

     Proceeds from sales of investment securities available-for-sale           2,129       1,001
     Proceeds from maturities and principal repayments of
        Investment securities available-for-sale                                 302       1,003
     Purchases of investment securities available-for-sale                    (1,698)     (3,943)
     Proceeds from sales of mortgage-backed securities available-for-sale      3,251           -
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                   2,404       2,998
     Purchases of mortgage-backed securities available-for-sale                 (997)          -
     Purchases of investment securities held-to-maturity                      (1,974)     (1,660)
     Purchases of mortgage-backed securities held-to-maturity                 (4,360)     (1,974)
     Proceeds from principal repayments of mortgage-backed
       securities held-to-maturity                                               738         619
     Net (increase) in loans                                                    (535)     (9,145)
     Proceeds from sale of other loans                                             -         228
     Additions to office premises and equipment                                 (122)       (137)
  Net purchases of FHLB Stock                                                      -        (420)
                                                                            --------    --------
  Net cash (used) by investing activities                                       (862)    (11,430)
                                                                            --------    --------
</TABLE>

                                       -3-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Cash Flows (Unaudited) (Cont'd.)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                       Three Months Ended December31,
                                                              2000        1999
                                                            -------     -------
<S>                                                       <C>         <C>
Financing Activities:
---------------------
Net increase in savings and time deposits                     8,576       3,909
Increase (decrease) in reverse repurchase agreements and
  other borrowings                                             (524)        133
Net increase (decrease) in FHLB advances                     (9,635)     10,400
Increase in advance deposits by borrowers for
  taxes and insurance                                         1,744       1,482
Cash dividends paid                                            (211)       (198)
Stock options exercised                                          64          23
Proceeds from sale of stock                                      13          21
Purchase of treasury stock                                      (54)       (633)
                                                            -------     -------
Net cash provided (used) by financing activities                (27)     15,137
                                                            -------     -------
Increase (decrease) in cash and cash equivalents               (225)      5,379

Cash and cash equivalents at beginning of period              8,191       4,668
                                                            -------     -------
Cash and cash equivalents at end of period                  $ 7,966     $10,047
                                                            =======     =======


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

Cash paid during the period for:
  Interest on deposits and other borrowings                 $ 7,038     $ 5,271
  Income taxes                                              $   453     $   142
                                                            -------     -------
Transfer of loans to real estate owned                      $   181     $   160
                                                            =======     =======
</TABLE>

See accompanying notes to financial statements.

                                       -4-
<PAGE>

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

                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                          Accumulated
                                                                                            Other
                                                    Additional                           Comprehensive
                                             Common  Paid-in    Treasury   Retained      Income (Loss)
                                             Stock   Capital      Stock    Earnings        Net of Tax       Total
                                             -----------------------------------------------------------------------
<S>                                         <C>     <C>         <C>       <C>              <C>            <C>
Balance at September 30, 2000                $  22   $14,524     $(1,680)  $20,106          $(3,385)       $29,587


Comprehensive income:
     Net income                                                                887                             887
     Other comprehensive income,
       net of tax of $1,276                                                                   2,479          2,479
                                             -----   -------     -------   -------          -------        -------

Total comprehensive income (loss)               --        --          --       887            2,479          3,366
  Cash dividends paid                                                         (211)                           (211)
  Treasury stock purchased -
       5,000 shares                                                  (54)                                      (54)
  Sale of stock through Dividend
     Reinvestment Plan                                    13                                                    13
  Contribution of treasury stock to
     Employee Stock Ownership Plan                                    94        (1)                             93

   Stock options exercised                                64                                                    64
                                             -----   -------     -------   -------          -------        -------
Balance at December 31, 2000                 $  22   $14,601     $(1,640)  $20,781          $  (906)       $32,858
                                             =====   =======     =======   =======          =======        =======

</TABLE>
                                       -5-
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                    September 30, 2000 and December 31, 2000

(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 month  period  ended  December 31, 2000 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending September 30, 2001 or any other period.

(3) Earnings Per Share
    ------------------
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  shares 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):


                                                      Three Months Ended
                                                         December 31,
                                                      2000           1999
                                                     ------         ------
Numerator:
Net Income                                           $  887         $1,065
                                                     ------         ------
  Numerator for basic and diluted
  earnings per share                                 $  887         $1,065
                                                     ------         ------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares                     2,098          2,110
Effect of dilutive securities:
  Employee stock options                                 16             22
                                                     ------         ------
Denominator for diluted earnings per share -
weighted average shares                               2,114          2,132
                                                     ------         ------
Basic earnings per share                             $  .42         $  .50
                                                     ------         ------
Diluted earnings per share                           $  .42         $  .50
                                                     ------         ------

                                       -6-
<PAGE>


(4) 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 losses of $906,000, net of tax, on investments classified as
available-for-sale are recorded at December 31, 2000.

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

                                           December 31,  September 30,
                                               2000          2000
                                           ------------  -------------
First  mortgage loans:
               Conventional:
                   1-4 family dwellings      $ 203,418    $ 207,853
                   Multi-family dwellings        5,454        5,282
               Commercial                       27,695       22,706
               Construction                      9,177       10,900
                                             ---------    ---------
                                               245,744      246,741
                                             ---------    ---------
Less:
               Loans in process                 (5,907)      (6,558)
               Unearned discounts and fees      (1,996)      (2,033)
                                             ---------    ---------
                                               237,841      238,150
                                             ---------    ---------
Installment Loans:
               Home equity                      64,969       64,215
               Consumer loans                    2,115        2,314
               Other                             2,220        2,085
                                             ---------    ---------
                                                69,304       68,614
                                             ---------    ---------
Commercial business loans and leases:
               Commercial business loans        27,579       27,461
               Commercial leases                 6,000        6,123
                                             ---------    ---------
                                                33,579       33,584
                                             ---------    ---------

Less:  Allowance for loan losses                (2,797)      (2,910)
                                             ---------    ---------

               Loans receivable, net         $ 337,927    $ 337,438
                                             ---------    ---------

(6) Changes in the allowance for loan losses for the three months ended December
31, 2000 and 1999 are as follows (dollar amounts in thousands):

                                                2000       1999
                                              -------    -------
Balance at September 30,                      $ 2,910    $ 2,477
Provision for loan losses                          90        120
Charge-offs                                      (212)      (151)
Recoveries                                          9         18
                                              -------    -------
Balance at December 31,                       $ 2,797    $ 2,464
                                              =======    =======

                                       -7-
<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 December 31, 2000, the recorded investment in loans that are considered to be
impaired under SFAS No. 114 was $409,000. Included in this amount is $409,000 of
impaired loans for which the related allowance for loan losses is $117,000,  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 three
months ended December 31, 2000 was $485,000. For the three months ended December
31, 2000,  the Company  recognized no interest  income on those  impaired  loans
using the cash basis of income recognition.

(7) Comprehensive Income
    --------------------
Total comprehensive  income (loss) amounted to the following for the three-month
periods ended December 31,

<TABLE>
<CAPTION>
                                                                     (in thousands)
                                                                      2000      1999
                                                                   -------   -------

<S>                                                               <C>       <C>
Net income                                                         $   887   $ 1,065

Change in unrealized gains (losses) on investment securities and
mortgaged-backed securities available for sale, net of taxes         2,479    (1,650)
                                                                   -------   -------

Comprehensive income (loss)                                        $ 3,366   $  (585)
                                                                   =======   =======
</TABLE>

                                       -8-
<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. undertakes no obligation to publicly
release the results of any revisions to those  forward-looking  statements which
may be made to  reflect  events or  circumstances  after  the date  hereof or to
reflect the occurrence of unanticipated events.

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 and  liabilities  of the  Company at December  31,  2000  remained
relatively unchanged from September 30, 2000.  Significant changes in individual
categories  were  increases in investment  securities  held-to-maturity  of $2.0
million,   investment   securities   available-for-sale   of  $1.7  million  and
mortgage-backed  securities  held-to-maturity  of $3.6 million and a decrease in
mortgage-backed  securities  available-for-sale  of  $3.4  million.  Changes  in
investment securities and mortgage-backed securities available-for-sale reflect,
in part, market value changes at December 31, 2000.

Significant changes in liabilities were increases in savings and time deposit of
$8.6 million and advance  deposits by borrowers  for taxes and insurance of $1.7
million,  and a decrease in Federal Home Loan Bank advances of $9.6 million. The
increase in advance  deposits by  borrowers  for taxes and  insurance  primarily
reflects the timing of such payments being made to taxing authorities.

Stockholders'  equity  increased  $3.3  million  or 11.1% to  $32.9  million  at
December 31,  2000,  compared to September  30, 2000.  This result  reflects net
income for the  three-month  period ended  December 31, 2000 of $887,000,  stock
options exercised of $64,000,  stock issued under the Dividend Reinvestment Plan
of $13,000, a decrease in accumulated other  comprehensive  loss, net of tax, on
securities  available-for-sale of $2.5 million, and a decrease in treasury stock
of $40,000.  Offsetting these increases were common stock cash dividends paid of
$211,000.

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 Company 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):

                                       -9-
<PAGE>


                                                December 31,    September 30,
                                                    2000            2000
                                                -----------     -------------

Non-accrual residential real estate loans
    (one-to-four family)                           $  591          $  520

Non-accrual construction, multi family
    residential and commercial real estate loans      545             624

Non-accrual installment and commercial
    business loans                                    798             817
                                                   ------          ------

Total non-performing loans                         $1,934          $1,961
                                                   ======          ======

Total non-performing loans as a percent of
    net loans receivable                              .57%            .58%
                                                   ======          ======

Total real estate owned, net of related
    reserves                                       $  205          $  181
                                                   ======          ======

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


Included  in  non-performing  loans at December  31,  2000 are 11  single-family
residential  real estate loans totaling  $591,000,  seven commercial real estate
loans totaling $545,000, 41 home equity and installment loans totaling $460,000,
and seven commercial business loans and lease totaling $338,000.

At December  31,  2000,  the Company  had an  allowance  for loan losses of $2.8
million or .83% 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 144.6% of non-performing loans at December 31, 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 December 31, 2000 is appropriate.  See
also "Provision for Loan Losses."

                                      -10-
<PAGE>
                       Comparison of Results of Operations
                       -----------------------------------
              for the Three Months Ended December 31, 2000 and 1999
              -----------------------------------------------------

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

Net income for the three months ended December 31, 2000 was $887,000 compared to
$1.065 million for the same period in 1999, a decrease of $178,000 or 16.7%. The
decrease  reflects a decrease in net interest  income of $275,000 or 8.5% and an
increase in other operating expenses of $118,000 or 5.8%.  Partially  offsetting
these  factors  was a decrease  in the  provision  for loan losses of $30,000 or
25.0%,  an  increase  in other  income of $16,000 or 3.7% and a decrease  in the
provision for income taxes of $169,000 or 40.3%.

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 2.33% in the three  months  ended  December  31,  2000 from 2.89% in the same
period in 1999.  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
                                                   December 31,
                                                 2000       1999
                                                -------    -------
Average yield on:
  Mortgage loans                                   7.53%      7.61%
  Mortgage-backed securities                       6.80       6.52
  Installment loans                                8.32       8.10
  Commercial business loans                        9.56       9.06
  Interest -earning deposits with other
  institutions, investment securities, and
  FHLB stock (1)                                   7.19       6.84
                                                -------    -------
  Total interest-earning assets                    7.59       7.39
                                                -------    -------

Average rates paid on:
  Savings deposits                                 4.26       3.76
  Borrowed funds                                   6.66       5.28
                                                -------    -------
  Total interest-bearing liabilities               5.26       4.50
                                                -------    -------

Average interest rate spread                       2.33%      2.89%
                                                =======    =======

Net yield on interest-earning assets               2.41%      2.93%
                                                =======    =======

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

                                      -11-
<PAGE>

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

Interest on loans  increased $1.2 million or 21.6% to $6.7 million for the three
months  ended  December  31,  2000,  compared  to the same  period in 1999.  The
increase  reflects an increase in the average  loan balance  outstanding  during
2000 of $59.3  million,  as well as an increase  in the net yield  earned on the
loan portfolio. The increase in the average balance of the loan portfolio in the
fiscal 2001 period  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  $107,000  or  6.9% to $1.4
million for the three  months ended  December 31, 2000,  as compared to the same
period in 1999. The decrease for the three month period ended December 31, 2000,
reflects a decrease in the average balance of  mortgage-backed  securities owned
in the fiscal 2001 period,  partially offset by an increase in the average yield
earned on the portfolio.

Interest on  interest-earning  deposits with other  institutions  and investment
securities  increased  $174,000  or 12.7% to $1.5  million  for the three  month
period  ended  December 31,  2000,  as compared to the same period in 1999.  The
increase for the three month period ended  December 31, 2000,  reflects  both an
increase in the average  balance in the  portfolio  and an increase in the yield
earned on these investments.

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

Interest  on  savings  and time  deposits  increased  $599,000  or 23.6% to $3.1
million for the three month period ended  December 31, 2000,  as compared to the
same period in fiscal  1999.  The  increase for the three month period in fiscal
2001,as compared to the prior year,  reflects an increase in the average balance
of savings and time  deposits,  as well as an  increase  in the average  cost of
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  $938,000 or 38.5% to $3.4 million for the
three month  period ended  December 31, 2000,  as compared to the same period in
1999. The increase for the period in fiscal 2001 reflects an increase in Federal
Home Loan Bank ("FHLB") advances and reverse repurchase  agreements  outstanding
during the fiscal  2001  periods,  as well as an  increase  in the cost of those
borrowings.  The  Bank  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
$275,000 or 8.5% to $2.9 million for the three month  period ended  December 31,
2000,  as compared to the same period in 1999.  The  decrease  for the period is
primarily  attributable to a decrease in the spread earned,  partially offset by
an increase in net interest-earning assets.

                                      -12-
<PAGE>

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

The  provision  for loan  losses  decreased  $30,000 or 25.0% to $90,000 for the
three month  period ended  December 31, 2000,  as compared to the same period in
1999. The provision for both years reflects management's  evaluation of the loan
portfolio,  current economic  conditions,  and other factors as described below.
Based on this evaluation,  the allowance for loan losses has increased from $2.5
million  at  December  31,  1999 to $2.8  million at  December  31,  2000.  Loan
charge-offs,  net of recoveries, were $203,000 and $133,000 for the three months
ended December 31, 2000 and 1999, respectively.

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.

Other Income and Operating Expenses
-----------------------------------

Other  income  increased  $16,000 to $448,000  for the three month  period ended
December 31, 2000, from $432,000 for the same period in 1999. Operating expenses
increased  $118,000 to $2.167  million for the three months  ended  December 31,
2000, from $2.049 million for the same period in 1999. Increases in other income
and  operating  expenses for the current  period were  primarily  due to the new
Bellevue branch.

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

Income taxes decreased  $169,000 or 16.7% to $250,000 for the three month period
ended  December 31, 2000,  compared to the same period in 1999.  The decrease in
taxes for the three month  period ended  December  31, 2000,  as compared to the
same period 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 December  31,  2000,  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 13.09%.

                                      -13-
<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 total assets (the  "Leverage
Ratio") of 3% for bank holding companies that meet certain  criteria,  including
that they  maintain  the  highest  regulatory  rating.  All other  bank  holding
companies are required to maintain a Leverage Ratio of at least 4% or be subject
to prompt  corrective  action by the Federal Reserve.  At December 31, 2000, the
Company had a Leverage Ratio of 7.75%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other institutions. At December 31, 2000, 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 December
31, 2000,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 11.28%.

Liquidity
---------

The Company's primary sources of funds have historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent,  loans.  At December 31, 2000,  the total of approved  loan  commitments
amounted  to $2.1  million.  In  addition,  the  Company  had  $5.9  million  of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months totals  approximately  $101.6  million,  a
substantial  portion  of  which  management  believes,  on the  basis  of  prior
experience, 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
           December 31, 2000, 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.

                                      -14-
<PAGE>

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

Item. 1  Legal Proceedings

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

Item 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

Item 6.  Exhibits and Reports on Form 8-K
         (a)  Exhibits

              The following exhibits are filed as part of this Report:

               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)

         (b) Reports on Form 8-K
                    None

                                      -15-

<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 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.

                                      -16-
<PAGE>

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




                                 FIDELITY BANCORP, INC.



Date:   February 12, 2001        By:   /s/ William L. Windisch
                                       -----------------------------------------
                                       William L. Windisch
                                       Chairman and Chief Executive Officer


Date:   February 12, 2001        By:   /s/ Richard G. Spencer
                                       -----------------------------------------
                                       Richard G. Spencer
                                       President and Chief Financial Officer



                                      -17-