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, 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: 1,984,893 shares, par value
$0.01, at January 31, 2002                           ---------------------------
--------------------------

<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index

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

Item 1.        Financial Statements (Unaudited)

               Consolidated Statements of Financial Condition as of
               December 31, 2001 and September 30, 2001                       1

               Consolidated Statements of Income for the
               Three Months Ended December 31, 2001 and 2000                  2

               Consolidated Statements of Cash Flows for the
               Three Months Ended December 31, 2001 and 2000                3-4

               Consolidated  Statements  of Changes in
               Stockholders' Equity for the Three Months Ended
               December 31, 2001 and 2000                                     5

               Notes to Consolidated Financial Statements                     6

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

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                              17

Signatures                                                                   18

<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)

                                                      December 31, September 30,
              Assets                                      2001         2001
              ------                                   ---------    ---------
Cash and amounts due from
   depository institutions                             $   7,616    $   7,392
Interest-earning demand deposits with
   other institutions                                      3,034          639
Investment securities held-to-maturity                    30,305
                                                                       19,835
Investment securities available-for-sale                  83,814       87,893
Mortgage-backed securities held-to-maturity               32,147       30,675
Mortgage-backed securities available-for-sale             61,093       62,924
Loans receivable, net  (Notes 6 and 7)                   312,309      318,600
Loans held for sale                                        3,055          344
Real estate owned, net                                       247          314
Federal Home Loan Bank stock - at cost                     9,985        9,872
Accrued interest receivable, net                           3,387        3,433
Office premises and equipment, net                         5,312        5,300
Deferred tax asset                                         1,745        1,221
Goodwill and other intangible assets                       1,827        1,863
Prepaid income taxes                                         161          377
Prepaid expenses and other assets                          4,959        4,742
                                                       ---------    ---------
       Total Assets                                    $ 560,996    $ 555,424
                                                       =========    =========

         Liabilities and Net worth
         -------------------------
Liabilities:
   Savings and time deposits                           $ 320,003    $ 313,501
   Federal Home Loan Bank advances                       184,525      184,457
   Other borrowings
                                                             137          474
   Guaranteed preferred beneficial interest in
       Company's debentures                               10,250       10,250
   Securities sold under agreement to repurchase           5,214        4,599
   Advance deposits by borrowers for
      taxes and insurance                                  2,797        1,320
   Accrued interest on savings and other deposits          1,800
                                                                        1,808
   Securities purchased, but not settled                    --          2,536
   Other accrued expenses and liabilities                  1,163        1,193
                                                       ---------    ---------
       Total Liabilities                                 525,889      520,138
                                                       ---------    ---------
Stockholders' equity (Notes 4):
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,249,619
      and 2,236,623 shares issued, respectively               22           22
   Treasury stock, at cost-264,988 and 261,988
     shares                                               (3,919)      (3,872)
   Additional paid-in capital                             14,937       14,789
   Retained earnings - substantially restricted           23,608       22,887
   Accumulated other comprehensive income,
     net of tax                                              459        1,460
                                                       ---------    ---------
       Total Stockholders' Equity                         35,107       35,286
                                                       ---------    ---------
       Total Liabilities and Stockholders' Equity      $ 560,996    $ 555,424
                                                       =========    =========

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)

                                               Three Months Ended December 31,
                                               -------------------------------
                                                     2001           2000
                                                   -------        -------
Interest income:
   Loans                                           $ 6,185        $ 6,727
   Mortgage-backed securities                        1,382          1,441
   Investment securities                             1,684          1,536
   Deposits with other institutions                      4             12
                                                   -------        -------
      Total interest income                          9,255          9,716
                                                   -------        -------

Interest expense:
   Savings deposits                                  3,006          3,142
   Guaranteed preferred beneficial interest
      in subordinated debt                             256            256
   Borrowed funds                                    3,004          3,372
                                                   -------        -------
      Total interest expense                         6,266          6,770
                                                   -------        -------
Net interest income before provision
   for loan losses                                   2,989          2,946
Provision for loan losses                              100             90
                                                   -------        -------
Net interest income after provision
   for loan losses                                   2,889          2,856
                                                   -------        -------
Other income:
   Loan service charges and fees                       110             69
   Gain on sale of investment and
      mortgage-backed securities, net                  104             (2)
   Gain on sale of loans                                83              -
   Deposit service charges and fees                    188            163
   Other operating income                              247            218
                                                   -------        -------
      Total other income                               732            448
                                                   -------        -------
Operating expenses:
   Compensation and employee benefits                1,513          1,300
   Occupancy and equipment expense                     202            213
   Depreciation and amortization                       159            156
   Federal insurance premiums                           14             15
   Loss(gain) on real estate owned, net                 13             (7)
   Intangible amortization                              36             29
   Other operating expenses                            529            461
                                                   -------        -------
      Total operating expenses                       2,466          2,167
                                                   -------        -------

Income before income tax provision                   1,155          1,137
Income tax provision                                   198            250
                                                   -------        -------
Net income                                         $   957        $   887
                                                   =======        =======
Basic earnings per common share (Note 4)           $   .49        $   .42
                                                   =======        =======
Diluted earnings per common share (Note 4)         $   .47        $   .42
                                                   =======        =======
Dividends per common share                         $   .12        $   .09
                                                   =======        =======


See accompanying notes to consolidated financial statements.

                                       -2-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                              Three Months Ended December 31,
                                                                                     2001        2000
                                                                                   --------    --------
<S>                                                                              <C>         <C>
Operating Activities:
--------------------
     Net income                                                                    $    957    $    887
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                                                      100          90
         (Gain) loss on real estate owned                                                13          (7)
         Depreciation of premises and equipment                                         159         156
         Deferred loan fee amortization                                                 (96)        (45)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                        55          16
         Amortization of intangibles                                                     36          29
         Net (gain) loss on sale of investment and mortgage-backed securities          (104)          2
         Net (gain) loss  on sale of loans                                              (83)          -
         Origination of loans held-for-sale                                          (8,505)        (59)
         Proceeds from sale of loans held-for-sale                                    5,789          60
         (Increase) decrease in interest receivable                                      46        (263)
         (Increase) decrease in prepaid income taxes                                    216        (202)
         Increase (decrease) in interest payable                                         (8)       (268)
         Other changes, net                                                            (207)        268
                                                                                   --------    --------
        Net cash provided (used) by operating activities                             (1,632)        664
                                                                                   --------    --------
Investing Activities:
--------------------
     Proceeds from sales of investment securities available-for-sale                  3,482       2,129
     Proceeds from maturities and principal repayments of
        Investment securities available-for-sale                                      7,740         302
     Purchases of investment securities available-for-sale                           (7,962)     (1,698)
     Proceeds from sales of mortgage-backed securities available-for-sale             1,973       3,251
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                          5,797       2,404
     Purchases of mortgage-backed securities available-for-sale                      (6,567)       (997)
     Purchases of investment securities held-to-maturity                            (10,468)     (1,974)
     Purchases of mortgage-backed securities held-to-maturity                        (9,779)     (4,360)
     Recission of purchase of mortgage-backed securities held-to-maturity (Note 5)    2,516           -
     Proceeds from principal repayments of mortgage-backed
       securities held-to-maturity                                                    3,235         738
     Net (increase) decrease in loans                                                 6,487        (535)
     Proceeds from sale of other loans                                                   86           -
     Additions to office premises and equipment                                        (171)       (122)
  Net purchases of FHLB Stock                                                          (113)          -
                                                                                   --------    --------
  Net cash provided (used) by investing activities                                   (3,744)       (862)
                                                                                   --------    --------
</TABLE>

                                       -3-
<PAGE>


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


                                                             Three Months Ended
                                                                December 31,
                                                              2001        2000
                                                           --------    --------
Financing Activities:
--------------------
Net increase (decrease) in savings and time deposits       $  6,502    $  8,576
Increase (decrease) in reverse repurchase agreements and
  other borrowings                                              278        (524)
Net increase (decrease) in FHLB advances                         68      (9,635)
Increase in advance payments by borrowers for
  taxes and insurance                                         1,477       1,744
Cash dividends paid                                            (236)       (211)
Stock options exercised                                         126          64
Proceeds from sale of stock                                      13          13
Purchase of treasury stock                                     (233)        (54)
                                                           --------    --------
Net cash provided (used) by financing activities              7,995         (27)
                                                           --------    --------
Increase (decrease) in cash and cash equivalents              2,619        (225)

Cash and cash equivalents at beginning of period              8,031       8,191
                                                           --------    --------
Cash and cash equivalents at end of period                 $ 10,650    $  7,966
                                                           ========    ========


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

Cash paid during the period for:
  Interest on deposits and other borrowings                $  6,273    $  7,038
                                                           --------    --------
  Income taxes                                             $      0    $    453
                                                           --------    --------

Transfer of loans to real estate owned                     $     50    $    181
                                                           --------    --------

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>
                                                                                       Accelerated
                                                                                          Other
                                                   Additional                         Comprehensive
                                        Common      Pain-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                  --            --          --        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
                                         =====      ========    ========   ========     ========       ========

Balance at September 30, 2001            $  22      $ 14,789    $ (3,872)  $ 22,887     $  1,460        $35,286

Comprehensive income:
     Net income                                                                 957                         957
     Other comprehensive loss,
       net of tax of $481                                                                   (933)          (933)
     Reclassification adjustment,
       Net of tax of $35                                                                     (68)           (68)
                                         -----       -------    --------   --------     --------       --------
Total comprehensive income(loss)            --            --          --        957       (1,001)           (44)
    Cash dividends paid                                                        (236)                       (236)
    Treasury stock purchased -
       15,000 shares                                                (233)                                  (233)

    Contribution of stock to ESOP -                        9         186                                    195
         12,000 shares

    Sale of stock through Dividend
       Reinvestment Plan                                  13                                                 13

  Stock options exercised                                126                                                126
                                         -----       -------    --------   --------     --------       --------
Balance at December 31, 2001             $  22       $14,937    $ (3,919)  $ 23,608     $    459       $ 35,107
                                         =====       =======    ========   ========     ========       ========
</TABLE>

                                       -5-
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                                December 31, 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,
2001.  The results for the three month  period  ended  December 31, 2001 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending September 30, 2002 or any future interim period.

(3) New Accounting Standards
    ------------------------
In July 2001, the Financial Accounting Standards Board issued Statement No. 141,
"Business  Combinations",  and Statement No. 142, "Goodwill and Other Intangible
Assets".

Statement  No. 141 requires  that the purchase  method of accounting be used for
all business combinations  initiated after June 30, 2001. Statement No. 141 also
specifies  certain  criteria  intangible  assets  acquired in a purchase  method
business  combination  must  meet  to be  recognized  and  reported  apart  from
goodwill, noting that any purchase price allocable to an assembled workforce may
not be accounted for separately.

Statement  No.  142 will  require  that  goodwill  and  intangible  assets  with
indefinite  useful lives no longer need to be amortized,  but instead tested for
impairment at least annually in accordance  with the provisions of Statement No.
142.  Statement No. 142 will also require that  intangible  assets with definite
useful lives be amortized over their respective  estimated useful lives to their
estimated  residual  value,  and reviewed for impairment in accordance with SFAS
No. 121,  "Accounting  for  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be  Disposed  Of." Upon  adoption,  the  Company  expects to no longer
amortize goodwill, but will test goodwill for impairment prospectively.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets",  which  addresses  financial  accounting  and
reporting  for the  impairment or disposal of  long-lived  assets.  SFAS No. 144
supersedes SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  Be  Disposed  Of,"  however,  it  retains  many  of  the
fundamental  provisions of that Statement.  SFAS No. 144 is effective for fiscal
years  beginning  after  December 15, 2001.  The adoption of SFAS No. 144 is not
expected  to have a material  effect on the  financial  condition  or results of
operations of the Company.

                                      -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):


                                             Three Months Ended
                                                December 31,
                                                2001     2000
                                               ---------------
Numerator:
Net Income                                     $  957   $  887
                                               ------   ------
  Numerator for basic and diluted
  Earnings per share                           $  957   $  887
                                               ------   ------
Denominator:
  Denominator for basic earnings per            1,970    2,098
  Share - weighted average shares
Effect of dilutive securities:
  Employee stock options                           51       16
                                               ------   ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                2,021    2,114
                                               ------   ------
Basic earnings per share                       $  .49   $  .42
                                               ------   ------
Diluted earnings per share                     $  .47   $  .42
                                               ------   ------

(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 $459,000,  net of tax, on investments  classified as  available-for-sale  are
recorded at December  31,  2001.  The Company had no  securities  classified  as
trading as of December 31, 2001 and September 30, 2001.

During the quarter  ended  December  31, 2001,  $2.5 million of  mortgage-backed
securities classified by the Company as held-to-maturity were repurchased by the
selling  dealer due to  misrepresentations  by the selling dealer as to the risk
characteristics and structure of the securities.  The Company did not anticipate
this  event  and  believes  this  was an  isolated,  nonrecurring,  and  unusual
circumstance.  The  securities  were  repurchased by the dealer at the Company's
original cost, thus no gain or loss was recorded.

                                       -7-
<PAGE>

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

<TABLE>
<CAPTION>
                                                            December 31,   September 30,
                                                               2001           2001
                                                            ------------   -------------
<S>                                                        <C>             <C>
        First mortgage loans:
                       Conventional:
                           1-4 family dwellings              $182,095        $189,626
                           Multi-family dwellings               6,307           6,400
                       Commercial                              26,203          23,775
                       Construction:
                           Residential                          3,509           4,577
                           Commercial                           3,443           4,706
                                                             --------        --------
                                                              221,557         229,084
                                                             --------        --------
        Less:
                       Loans in process                       (5,698)         (6,341)
                       Unearned discounts and fees            (1,765)         (1,831)
                                                             --------        --------
                                                              214,094         220,912
                                                             --------        --------
        Installment Loans:
                       Home equity                             60,948          64,208
                       Consumer loans                           1,451           1,594
                       Other                                    2,059           1,923
                                                             --------        --------
                                                               64,458          67,725
                                                             --------        --------
        Commercial business loans and leases:
                       Commercial business loans               31,509          27,793
                       Commercial leases                        5,079           5,041
                                                             --------        --------
                                                               36,588          32,834
                                                             --------        --------

        Less:  Allowance for loan losses                      (2,831)         (2,871)
                                                             --------        --------

                       Loans receivable, net                 $312,309        $318,600
                                                             --------        --------
</TABLE>

(7) Allowance for Loan Losses
    -------------------------
Changes in the allowance for loan losses for the three months ended December 31,
2001 and the fiscal year ended September 30, 2001 are as follows (dollar amounts
in thousands):

<TABLE>
<CAPTION>
                                                           December 31,    September 30,
                                                                2001            2001
                                                             --------        --------
<S>                                                          <C>             <C>
        Balance at beginning of period                       $  2,871        $  2,910
        Provision for loan losses                                 100             475
        Charge-offs                                              (178)           (645)
        Recoveries                                                 38             131
                                                             --------        --------
        Balance at end of period                             $  2,831        $  2,871
                                                             --------        --------
</TABLE>

                                       -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 December 31, 2001, the recorded investment in loans that are considered to be
impaired  under SFAS No. 114 was $1.8  million  compared to $409,000 at December
31, 2000.  Included in the current  amount is $1.2 million of impaired loans for
which the related allowance for loan losses is $83,000, and $647,000 of 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, 2001 was $1.9  million  compared to $485,000 for the same period in
the prior  year.  For the three  months  ended  December  31,  2001,  as well as
December 31, 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 months ended
December 31 (dollar amounts in thousands):

                                                            Three Months Ended
                                                                December 31,
                                                             2001         2000
                                                           --------     -------

Net Income                                                 $   957      $   887
Change in unrealized gains (losses) on investment
securities and mortgage-backed securities available
for sale, net of taxes                                     $(1,001)     $ 2,479
                                                           -------      -------
Comprehensive income (loss)                                $   (44)     $ 3,366
                                                           =======      =======


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

On October 10, 2001, the Company announced the signing of a Definitive Agreement
and  Plan  of  Merger  whereby  Fidelity  Bancorp,  Inc.  will  acquire  all the
outstanding  common stock of Carnegie  Financial  Corporation  ("Carnegie")  for
$14.75  per  share  in  cash  or  Fidelity  common  stock.  This  represents  an
acquisition value of approximately  $3.3 million.  The acquisition  received all
regulatory  approval in January 2002, and on January 15, 2002, the  stockholders
of Carnegie approved the Agreement and Plan of Merger. The merger is expected to
close on or about the end of February 2002.

                                       -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.

On October 10, 2001, the Company announced the signing of a Definitive Agreement
and  Plan  of  Merger  whereby  Fidelity  Bancorp,  Inc.  will  acquire  all the
outstanding  common stock of Carnegie  Financial  Corporation  ("Carnegie")  for
$14.75  per  share  in  cash  or  Fidelity  common  stock.  This  represents  an
acquisition value of approximately  $3.3 million.  The acquisition  received all
regulatory  approval in January 2002, and on January 15, 2002, the  stockholders
of Carnegie approved the Agreement and Plan of Merger. The merger is expected to
close on or about the end of February 2002.

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

Total assets of the Company increased $5.6 million to $561.0 million at December
31, 2001 from $555.4  million at  September  30,  2001.  Significant  changes in
individual categories include an increase in interest earning demand deposits of
$2.4 million,  an increase in investment  securities  held-to-maturity  of $10.5
million,  an  increase in loans  held-for-sale  of $2.7  million,  a decrease in
investment securities  available-for-sale of $4.1 million, and a decrease in net
loans of $6.3  million.  Changes  in  investment  securities  available-for-sale
reflect,  in part,  market  value  changes at  December  31,  2001.  The Company
continued to experience  increased levels of loan and  mortgage-backed  security
prepayment and loan refinancing activity.

Total  liabilities of the Company at December 31, 2001 increased $5.8 million to
$525.9 million from $520.1  million at September 30, 2001. The most  significant
increase was in savings and time deposits of $6.5 million.  The Company believes
that the  volatility  of the stock market  drove more  investors to FDIC insured
deposit  products,  thereby  reducing the Company's  need for wholesale  funding
sources such as Federal Home Loan Bank advances.

Stockholders'  equity was $35.1 million at December 31, 2001,  compared to $35.3
million at  September  30, 2001.  This result  reflects net income for the three
month period ended  December 31, 2001 of $957,000,  stock  options  exercised of
$126,000,  stock  issued under the Dividend  Reinvestment  Plan of $13,000,  and
stock  contributed to the Employee Stock Ownership Plan of $195,000.  Offsetting
these increases were common stock cash dividends paid of $236,000,  the purchase
of treasury  stock at cost for  $233,000,  and a decrease of  accumulated  other
comprehensive  income of $1.0 million.  Accumulated other  comprehensive  income
decreased  from  September 30, 2001 as a result of changes in the net unrealized
gain on the  available-for-sale  securities due to the  fluctuations in interest
rates  as well as a  decrease  in  unrealized  gains  realized  upon the sale of
available-for-sale  securities  during the current  period.  Because of interest
rate volatility,  the Company's  accumulated other  comprehensive  income (loss)
could materially fluctuate for each interim and year-end period.

                                      -10-
<PAGE>

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.  Of the 101,331 shares
authorized to be  repurchased,  77,300 have been  repurchased as of December 31,
2001. This is the third stock buyback program initiated by the Company.

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).

<TABLE>
<CAPTION>
                                                                  December 31,  September 30,
                                                                      2001           2001
                                                                      ----           ----
<S>                                                               <C>            <C>
        Non-accrual residential real estate loans
            (one-to-four family)                                    $  411         $  110

        Non-accrual construction, multi-family
            residential and commercial real estate loans               661            814

        Non-accrual installment loans                                  232            242

        Non-accrual commercial business loans                        1,145          1,182
                                                                    ------         ------

        Total non-performing loans                                  $2,449         $2,348
                                                                    ======         ======

        Total non-performing loans as a percent of
            net loans receivable                                       .78%           .71%
                                                                    ======         ======

        Total real estate owned, net                                 $ 247          $ 314
                                                                    ======         ======
        Total non-performing loans and real estate
            owned as a percent of total assets                         .48%           .48%
                                                                    ======         ======
</TABLE>

Included in  non-performing  loans at December 31, 2001 are seven  single-family
residential  real estate loans totaling  $411,000,  six  commercial  real estate
loans totaling $661,000, 28 home equity and installment loans totaling $232,000,
eight  commercial  business  loans  totaling  $1.1  million  and two  commercial
business leases totaling $71,000.

At December  31,  2001,  the Company had an  allowance  for loan losses of $2.83
million or .91% of net loans  receivable,  as compared to an  allowance of $2.87
million or .90% of net loans receivable at September 30, 2001. The allowance for
loan losses equals 115.6% of non-performing  loans at December 31, 2001 compared
to 122.3% at September 30, 2001.

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, 2001 is appropriate.  See
also "Provision for Loan Losses."

                                      -11-
<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
              For the Three Months Ended December 31, 2001 and 2000
              -----------------------------------------------------

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

Net income for the three months ended December 31, 2001 was $957,000 compared to
$887,000  for the same  period in 2000,  an  increase  of  $70,000 or 7.9 %. The
increase reflects  increases in net interest income of $43,000,  other income of
$284,000, and a decrease in the provision for income taxes of $52,000. Partially
offsetting these factors were increases in other operating expenses of $299,000,
and the provision for loan losses of $10,000.

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 2.29% in the three  months  ended  December  31,  2001 from 2.33% 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
                                                              December 31,
                                                            2001        2000
                                                            ----        ----
        Average yield on:
          Mortgage loans                                    7.57%       7.53%
          Mortgage-backed securities                        5.88        6.80
          Installment loans                                 7.91        8.32
          Commercial business loans                         8.10        9.56
          Interest -earning deposits with other
          institutions, investment securities, and
          FHLB stock (1)                                    6.23        7.19
                                                            ----        ----
          Total interest-earning assets                     7.04        7.59
                                                            ----        ----

        Average rates paid on:
          Savings deposits                                  3.77        4.26
          Borrowed funds                                    6.04        6.66
                                                            ----        ----
          Total interest-bearing liabilities                4.75        5.26
                                                            ----        ----

        Average interest rate spread                        2.29%       2.33%
                                                            ====        ====

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

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

                                      -12-
<PAGE>

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

Interest  on loans  decreased  $542,000  or 8.1% to $6.2  million  for the three
months ended December 31, 2001,  compared to the same period in fiscal 2001. The
decrease reflects a decrease in the average loan balance outstanding during 2001
as well as a  decrease  in the net  yield  earned  on the  loan  portfolio.  The
decrease in the average  balance of the loan portfolio in the fiscal 2001 period
is  attributed  to higher levels of principal  repayments  reflecting  the lower
interest rate  environment  during the current fiscal period.  In addition,  the
current fiscal period reflects the sale of  approximately  $5.7 million of fixed
rate,  single family mortgage loans,  however,  there were no similar loan sales
during the prior  fiscal  period.  The Bank  entered  into an  arrangement  with
several investors to sell newly originated fixed-rate residential mortgage loans
in the secondary market during the second quarter of fiscal 2001.

Interest on mortgage-backed securities decreased $59,000 or 4.1% to $1.4 million
for the three months ended  December 31, 2001, as compared to the same period in
fiscal 2001. The decrease reflects a decrease in the average yield earned on the
portfolio,   partially   offset  by  an  increase  in  the  average  balance  of
mortgage-backed securities owned during the period.

Interest on  interest-earning  deposits with other  institutions  and investment
securities increased $140,000 or 9.0% to $1.7 million for the three-month period
ended  December  31, 2001,  as compared to the same period in fiscal  2001.  The
increase reflects an increase in the average balance in the portfolio  partially
offset by a decrease in the yield earned on these investments.

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

Interest on savings and time deposits decreased $136,000 or 4.3% to $3.0 million
for the  three-month  period ended  December  31, 2001,  as compared to the same
period in fiscal 2001.  The decrease  reflects a decrease in the average cost of
the deposits,  partially offset by an increase in the average balance of savings
deposits.

Interest on borrowed funds  decreased  $368,000 or 10.9% to $3.0 million for the
three-month  period ended  December 31, 2001,  as compared to the same period in
fiscal 2001.  The decrease  reflects both a decrease in the cost of Federal Home
Loan Bank  ("FHLB")  advances and reverse  repurchase  agreements,  as well as a
decrease  in the  average  balance of these  borrowings  outstanding  during the
fiscal  2002  period.  The  Company  continues  to rely on  these  advances  and
repurchase agreements as cost effective wholesale funding sources.

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

The Company's net interest  income  before  provision for loan losses  increased
$43,000 or 1.5% to $3.0 million for the three month  period  ended  December 31,
2001, respectively,  as compared to the same period in fiscal 2001. The increase
reflects an  increase  in net  interest-earning  assets,  partially  offset by a
decreased interest rate spread.

                                      -13-

<PAGE>

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

The provision for loan losses increased  $10,000 to $100,000 for the three-month
period ended  December 31, 2001,  as compared to the same period in fiscal 2001.
At December 31, 2001,  the allowance for loan losses  decreased  $40,000 to $2.8
million from $2.9  million at September  30,  2001.  Net loan  charge-offs  were
$140,000 and  $203,000,  for the three months ended  December 31, 2001 and 2000,
respectively.

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

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

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

Total  non-interest or other income increased  $284,000 or 63.4% to $732,000 for
the  three-month  period ended December 31, 2001, as compared to the same period
in fiscal 2001. Increases in other income primarily relate to increased gains on
the sale of  investment  securities  and loans,  as well as  increased  loan and
deposit account service charges.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous  loan fees,  increased  $41,000 or 59.4% to $110,000 for the three
month  period ended  December  31,  2001,  as compared to the same period in the
prior fiscal year. The increase is primarily  attributable to an increase in the
late charges on loans and an increase in the collection of title  insurance fees
on mortgages originated.

Gain on the sale of investment and  mortgage-backed  securities was $104,000 for
the three month period ended  December 31, 2001, as compared to a loss of $2,000
in the same  period in 2000.  Such sales  were made from the  available-for-sale
portfolio as part of management's asset/liability management strategies.

Deposit service charges and fees increased  $25,000 or 15.6% to $188,000 for the
three-month  period ended  December 31, 2001,  as compared to the same period in
fiscal 2000. The increase  primarily  reflects an increase in the volume of fees
collected for returned checks on deposit accounts.

Operating  expenses  increased  $299,000  or  13.8%  to  $2.5  million  for  the
three-month  period ended  December 31, 2001,  as compared to the same period in
fiscal 2000. The increase in operating  expenses  primarily relates to increased
compensation  and  benefits  expense.  In addition to general  salary  increases
granted,  additions  to the staff  included a  Commercial  Loan  Officer,  Chief
Financial Officer, and a Staff Development Manager.

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

Income taxes decreased  $52,000 or 20.8% to $198,000 for the three-month  period
ended  December  31,  2001,  compared  to the same  period in fiscal  2001.  The
decrease in taxes is attributed to a reduction in the level of income subject to
state income tax as well as an increase in tax exempt interest income on certain
investment securities.

                                      -14-
<PAGE>

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

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including  the  Preferred  Securities  issued by 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,  2001,  the
Company had Tier 1 capital as a percentage of risk-weighted assets of 12.76% and
total risk-based capital as a percentage of risk-weighted assets of 13.60%.

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 December  31,
2001, the Company had a Leverage Ratio of 7.68%.

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, 2001, the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.95% 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, 2001,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 12.33%.

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, 2001,  the total of approved  loan  commitments
amounted  to $5.7  million.  In  addition,  the  Company  had  $5.7  million  of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months totals  approximately  $135.9  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 December
          31,  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, 2001.

                                      -15-
<PAGE>

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


Item 1.  Legal Proceedings

          The Company 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

          Not Applicable


Item 3.  Defaults Upon Senior Securities

          Not Applicable


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

          Not Applicable

Item 5.  Other Information

          Not Applicable


                                      -16-
<PAGE>

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

(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: February 14, 2002    By: /s/William L. Windisch
                               -------------------------------------------------
                               William L. Windisch
                               Chairman of the Board and Chief Executive Officer


Date: February 14, 2002    By: /s/Lisa L. Griffith
                               -------------------------------------------------
                               Lisa L. Griffith
                               Vice President and Chief Financial Officer



                                      -18-