UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

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

     For the quarterly period ended March 31, 2004
                                    --------------

                                       OR

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

   For the transition period from ____________________ to ____________________

                         Commission file number 0-22288

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

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

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

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

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

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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes     No X
                                               ---    ---


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:
2,423,643 shares, par value $0.01, at April 30, 2004
----------------------------------------------------



<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      INDEX

Part I - Financial Information                                              Page
------------------------------                                              ----
Item 1.        Financial Statements (Unaudited)

               Consolidated Statements of Financial Condition as
               of March 31, 2004 and  September 30, 2003                     1


               Consolidated Statements of Income for the Three and
               Six Months Ended March 31, 2004 and 2003                      2


               Consolidated Statements of Cash Flows for the Six
               Months Ended  March 31, 2004 and 2003                         3-4


               Consolidated  Statements of Changes in Stockholders'
               Equity for the Six Months Ended March 31, 2004 and 2003       5


               Notes to Consolidated Financial Statements                    6

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                     12

Item 3.        Quantitative and Qualitative Disclosures About Market Risk    22

Item 4.        Controls and Procedures                                       23


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

Item l.        Legal Proceedings                                             23

Item 2.        Changes in Securities, Use of Proceeds and Issuer
               Purchases of Equity Securities                                23

Item 3.        Defaults Upon Senior Securities                               24

Item 4.        Submission of Matters to a Vote of Security Holders           24

Item 5.        Other Information                                             24

Item 6.        Exhibits and Reports on Form 8-K                           24-25

Signatures                                                                   27

<PAGE>
Part I - Financial Information
Item 1.  Financial Statements

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
           ----------------------------------------------------------
                        (in thousands except share data)
<TABLE>
<CAPTION>
                                                           March 31,   September 30,
              Assets                                          2004         2003
              ------                                          ----         ----
<S>                                                        <C>          <C>
Cash and due from banks                                    $   8,664    $   7,662
Interest-bearing demand deposits with other institutions         515          330
                                                           ---------    ---------
    Cash and Cash Equivalents                                  9,179        7,992

Securities available-for-sale                                190,218      192,429
  (book value of  $186,271 and $189,382)
Securities held-to-maturity                                  122,597      119,962
  (fair value of $125,118 and $121,652)
Loans held for sale                                              241          286
Loans receivable, net of allowance of $2,967 and $3,091      275,275      264,412
Foreclosed real estate, net                                      876          675
Restricted investments in bank stock, at cost                 10,827       10,447
Office premises and equipment, net                             5,482        5,834
Accrued interest receivable                                    3,345        3,408
Other assets                                                  11,313       12,333
                                                           ---------    ---------
       Total Assets                                        $ 629,353    $ 617,778
                                                           =========    =========
              Liabilities and Stockholders' Equity
Liabilities:
   Deposits:
      Non-interest bearing                                 $  27,918    $  27,406
      Interest bearing                                       335,705      338,720
                                                           ---------    ---------
          Total Deposits                                     363,623      366,126

   Short-term borrowings                                      60,030       38,101
    Subordinated Notes Payable                                10,310       10,310
   Securities sold under agreement to repurchase               5,302        5,943
   Advance payments by borrowers for taxes and insurance       2,216        1,179
   Other liabilities                                           3,330        3,216
   Long-term debt                                            142,508      152,708
                                                           ---------    ---------
       Total Liabilities                                     587,319      577,583
                                                           ---------    ---------

Stockholders' equity:
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,843,042
      and 2,805,291 shares issued, respectively                   28           28
   Paid-in capital                                            29,378       28,960
   Retained earnings                                          17,969       16,388
   Accumulated other comprehensive income                      2,605        2,011
   Treasury stock, at cost - 411,492 and 381,492
     shares                                                   (7,946)      (7,192)
                                                           ---------    ---------
       Total Stockholders' Equity                             42,034       40,195
                                                           ---------    ---------
       Total Liabilities and Stockholders' Equity          $ 629,353    $ 617,778
                                                           =========    =========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       -1-
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                  ---------------------------------------------
                      (in thousands, except per share data)
<TABLE>
<CAPTION>

                                                          Three Months Ended      Six Months Ended
                                                               March 31,              March 31,
                                                         -------------------     -----------------
                                                          2004         2003       2003        2004
                                                          ----         ----       ----        ----
<S>                                                      <C>         <C>        <C>        <C>
Interest income:
   Loans                                                 $  4,340    $  5,298   $  8,671   $ 11,052
   Mortgage-backed securities                               1,172       1,254      2,098      2,627
   Investment securities - taxable                          1,368       1,122      2,677      2,164
   Investment securities - tax-exempt                         578         635      1,192      1,267
   Other
                                                               --          19          1         69
                                                         --------    --------   --------   --------
      Total interest income                                 7,458       8,328     14,639     17,179
                                                         --------    --------   --------   --------
Interest expense:
   Deposits                                                 1,910       2,336      3,951      4,763
   Short-term borrowings                                      187          27        345         54
   Long-term debt                                           1,756       2,565      3,576      5,249
   Subordinated debt                                          122         126        244        963
                                                         --------    --------   --------   --------
      Total interest expense                                3,975       5,054      8,116     11,029
                                                         --------    --------   --------   --------

Net interest income                                         3,483       3,274      6,523      6,150

Provision for loan losses                                      75          75        125        405
                                                         --------    --------   --------   --------

Net interest income after provision for loan losses         3,408       3,199      6,398      5,745
                                                         --------    --------   --------   --------

Other income:
   Loan service charges and fees                               73         103        170        235
   Realized gain on sales of investment securities, net       419         161        508        388
   Gain on sales of loans                                      11          91         28        198
   Deposit service charges and fees                           316         276        671        599
   Other                                                      347         273        658        544
                                                         --------    --------   --------   --------
      Total other income                                    1,166         904      2,035      1,964
                                                         --------    --------   --------   --------

Operating expenses:
   Compensation and benefits                                1,757       1,635      3,522      3,297
   Office occupancy and equipment expense                     275         269        508        460
   Depreciation and amortization                              190         174        387        344
   Net loss on foreclosed real estate                         111          (3)       113          5
   Amortization of intangible assets                           13          14         27         22
   Other                                                      650         626      1,226      1,200
                                                         --------    --------   --------   --------
      Total operating expenses                              2,996       2,715      5,783      5,328
                                                         --------    --------   --------   --------
Income before income tax provision                          1,578       1,388      2,650      2,381
Income tax provision                                          264         314        484        532
                                                         --------    --------   --------   --------
Net income                                               $  1,314    $  1,074   $  2,166   $  1,849
                                                         ========    ========   ========   ========
Basic earnings per common share                          $    .54    $    .40   $    .89   $    .70
                                                         ========    ========   ========   ========
Diluted earnings per common share                        $    .51    $    .39   $    .84   $    .68
                                                         ========    ========   ========   ========
Dividends per common share                               $    .12    $   .109   $    .24   $   .218
                                                         ========    ========   ========   ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements

                                       -2-


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

                                                                                Six Months Ended
                                                                                   March 31,
                                                                               2004        2003
                                                                            --------    --------
<S>                                                                         <C>         <C>
Operating Activities:
--------------------
     Net income                                                             $  2,166    $  1,849
     Adjustments  to  reconcile  net income to net cash  provided  by
     operating activities:
         Provision for loan losses                                               125         405
         Loss on foreclosed real estate                                          113           5
         Depreciation of premises and equipment                                  387         344
         Deferred loan fee amortization                                         (110)       (339)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                787         680
         Amortization of intangibles                                              27          22
         Net gain on sale of securities                                         (508)       (388)
         Net gain on sale of loans                                               (28)       (198)
         Origination of loans held-for-sale                                   (1,167)    (11,114)
         Proceeds from sale of loans held-for-sale                             1,240      11,300
         Decrease in interest receivable                                          63         334
         Increase in prepaid income taxes                                         24         203
         Decrease in interest payable                                           (192)       (434)
         Write-off of unamortized debt issuance costs                             --         599
         Increase in cash surrender value of life insurance policies            (105)       (103)
         Other changes, net                                                    1,369      (1,015)
                                                                            --------    --------
        Net cash provided by operating activities                              4,191       2,150
                                                                            --------    --------
Investing Activities:
--------------------
     Proceeds from sales of investment securities available-for-sale           1,431       9,003
     Proceeds from maturities and principal repayments of
        investment securities available-for-sale                               4,212       7,030
     Purchases of investment securities available-for-sale                   (15,049)    (19,901)
     Proceeds from sales of mortgage-backed securities available-for-sale      9,668          --
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                  18,331      32,208
     Purchases of mortgage-backed securities available-for-sale              (15,515)    (41,549)
     Purchases of investment securities held-to-maturity                     (13,902)    (16,564)
     Proceeds from maturities and principal repayments of
        investment securities held-to-maturity                                13,250      10,695
     Purchases of mortgage-backed securities held-to-maturity                (13,753)    (36,503)
     Proceeds from principal repayments of mortgage-backed
       securities held-to-maturity                                            11,524      20,687
     Net (increase) decrease in loans                                        (11,420)     36,293
     Proceeds from sale of other loans                                            --          51
     Proceeds from sale of foreclosed real estate                                 39          --
     Net purchases of FHLB stock                                                (380)        (41)
     Proceeds from sale of office premises and equipment                          30          --
     Additions to office premises and equipment                                  (54)       (420)
  Net cash received in acquisition of First Pennsylvania Savings                  --       7,154
                                                                            --------    --------
  Net cash provided by (used in) investing activities                        (11,588)      8,143
                                                                            --------    --------
</TABLE>

Continued on page 4.
                                       -3-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONT'D.)
           ------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                      Six Months Ended
                                                                                          March 31,
                                                                                     2004          2003
                                                                                     ----          ----
Financing Activities:
--------------------
<S>                                                                                   <C>          <C>
Net increase (decrease) in deposits                                                   (2,503)      6,812
Decrease in reverse repurchase agreements                                              (641)       (333)
Net increase (decrease) in short-term borrowings                                     21,929        (871)
Repayments of long-term borrowings                                                  (10,200)    (14,990)
Trust preferred securities retired                                                       --     (10,250)
Proceeds from sale of stock in conjunction with the First PA merger                      --       1,303
Increase in advance payments by borrowers for taxes and insurance                     1,037       1,460
Cash dividends paid                                                                    (585)       (571)
Stock options exercised                                                                 353         163
Proceeds from sale of stock through Dividend Reinvestment Plan                           71          44
Purchase of treasury stock                                                             (877)        (86)


Net cash provided by (used in) financing activities                                   8,584     (17,319)


Increase (decrease) in cash and cash equivalents                                      1,187      (7,026)

Cash and cash equivalents at beginning of period                                      7,992      23,834


Cash and cash equivalents at end of period
                                                                                   $  9,179    $ 16,808
                                                                                   ========    ========

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

Cash paid during the period for:
  Interest on deposits and other borrowings                                        $  8,308    $ 10,864
  Income taxes                                                                     $    340    $    524
                                                                                   --------    --------

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

Transfer of loans to foreclosed real estate                                        $    542    $     --
                                                                                   --------    --------

Securities purchased, but not settled                                              $     --    $  3,820
                                                                                   --------    --------

The Company acquired First  Pennsylvania  Savings  Association for $161,000.  In
conjunction  with the acquisition,  the assets acquired and Liabilities  assumed
were as follows:
  Fair value of assets acquired                                                    $     --    $ 26,767
                                                                                   --------    --------
  Fair value of liabilities assumed                                                $     --    $(26,928)
                                                                                   --------    --------

  Liabilities assumed in excess of assets acquired                                 $     --    $   (161)
                                                                                   --------    --------
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       -4-


<PAGE>



                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
                      (in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                           Accumulated
                                                                                              Other
                                                   Additional                              Comprehensive
                                           Common    Paid-in      Treasury     Retained       Income
                                           Stock     Capital       Stock       Earnings     Net of Tax       Total
====================================================================================================================

<S>                                        <C>     <C>          <C>           <C>           <C>           <C>
Balance at September 30, 2002               $  25   $ 22,564     $ (2,358)     $ 19,176      $ 3,173       $ 42,580

Comprehensive income:
     Net income                                                                   1,849                       1,849
     Other comprehensive income,
        net of tax of ($212)                                                                    (411)          (411)
     Reclassification adjustment,
        net of tax of ($132)                                                                    (256)          (256)
                                            -----   --------     --------      --------      -------       --------
Total comprehensive income                     --         --           --         1,849         (667)         1,182

Issuance of stock in connection with
  acquisition of First Pennsylvania                       95        1,208                                     1,303

Cash divdiends declared                                                            (571)                       (571)

Treasury stock purchase - 3,300 shares                                (65)                                      (65)

Sale of stock through Dividend
  Reinvestment Plan                                       44                                                     44

Stock options exercised                        --        184          (21)                                      163
                                            -----   --------     --------      --------      -------       --------
Balance at March 31, 2003                   $  25   $ 22,887     $ (1,236)     $ 20,454     $  2,506       $ 44,636
                                            =====   ========     ========      ========     ========       ========

Balance at September 30, 2003               $  28   $ 28,960     $ (7,192)     $ 16,388      $ 2,011       $ 40,195

Comprehensive income:
     Net income                                                                   2,166                       2,166
     Other comprehensive income,
        net of tax of $479                                                                       929            929
     Reclassification adjustment,
        net of tax of ($173)                                                                    (335)          (335)
                                            -----   --------     --------      --------      -------       --------
Total comprehensive income                     --         --           --         2,166          594          2,760

Cash divdiends declared                                                            (585)                       (585)
Treasury stock purchased -
  35,0000 shares                                                     (877)                                     (877)

Contributions of stock to ESOP
   (5,000 shares)                                         (6)         123                                       117

Sale of stock through Dividend
  Reinvestment Plan                                       71                                                     71

Stock options exercised                                  353           --                                       353
                                            -----   --------     --------      --------      -------       --------

Balance at March 31, 2004                   $  28   $ 29,378     $ (7,946)     $ 17,969     $  2,605       $ 42,034
                                            =====   ========     ========      ========     ========       ========


</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       -5-
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
                                 MARCH 31, 2004

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

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

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

The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles.  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,
2003.  The results for the three and six month  periods ended March 31, 2004 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending September 30, 2004 or any future interim period.

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

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation  No.  46,   "Consolidation  of  Variable  Interest  Entities,  an
Interpretation  of ARB No.  51".  FIN 46 was  revised  in  December  2003.  This
interpretation  provides new guidance for the consolidation of variable interest
entities  (VIEs) and requires such entities to be  consolidated by their primary
beneficiaries  if the entities do not  effectively  disperse  risk among parties
involved.  The  interpretation  also adds disclosure  requirements for investors
that are involved with unconsolidated VIEs. The disclosure requirements apply to
all  financial  statements  issued after  December 31, 2003.  The  consolidation
requirements apply to companies that have interests in special-purpose  entities
for periods ending after December 15, 2003. Consolidation of other types of VIEs
is required in financial statements for periods ending after March 15, 2004.

FIN 46 requires  Fidelity  Bancorp,  Inc. to deconsolidate  its investment in FB
Statutory  Trust II (the  Trust) on the March 15,  2004,  effective  date.  As a
result,  the Company's  Consolidated  Statements of Financial  Condition include
junior subordinated debt ("Subordinated Notes Payable") and the related interest
expense  is  included  as  a  component  of  interest   expense  on   Fidelity's
Consolidated  Statements  of  Income.  Prior  to the  adoption  of FIN  46,  the
Company's   Consolidated   Statements  of  Financial   Condition   reported  the
"Guaranteed  Preferred  Beneficial  Interest in  Company's  Debentures"  in it's
Statement of Condition,  which represented the trust preferred securities issued
by the Trust.

The  deconsolidation  of subsidiary  trusts of bank holding  companies formed in
connection  with the  issuance of trust  preferred  securities,  like the Trust,
appears to be an unintended  consequence of FIN 46. It is currently  unknown if,
or when, the FASB will address this issue.  In July 2003, the Board of Governors
of the Federal  Reserve  System issued a  supervisory  letter  instructing  bank
holding companies to continue to include the trust preferred securities in their
Tier 1 capital for  regulatory  capital  purposes  until  notice is given to the
contrary.  The Federal Reserve  recently  proposed  regulations that would allow
bank  holding  companies  such as the  Corporation  to  continue  to count trust
preferred  securities towards up to 25% of Tier 1 capital.  The Corporation will
continue to meet its regulatory capital  requirements if the proposal is adopted
in its current form.


                                       -6-
<PAGE>

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

At March 31,  2004,  the Company had several  stock-based  employee and director
compensation  plans, which are described in Note 13 in the Company's 2003 Annual
Report.  All options  granted under these plans have an exercise  price equal to
the  market  value of the  underlying  common  stock on the date of  grant.  The
Company applies APB Opinion No. 25,  "Accounting for Stock Issued to Employees,"
and  related  interpretations.  Accordingly,  no  compensation  expense has been
recognized for its stock option plans.  However,  as required to be disclosed by
SFAS No. 148, the following table illustrates the pro forma effect on income and
earnings  per share if the fair  value  based  method  had been  applied  to the
Company's stock option plans (amounts in thousands, except per share data).
<TABLE>
<CAPTION>
                                                                       For the three months    For the six months
                                                                         ended March 31,         ended March 31,
                                                                       --------------------    -------------------
                                                                         2004         2003       2004       2003
                                                                         ----         ----       ----       ----

<S>                                                                    <C>        <C>          <C>        <C>
Net income, as reported                                                $ 1,314    $ 1,074      $ 2,166    $ 1,849
Add:  Stock-based compensation expense included in
  reported net income, net of tax                                           --         --           --         --
Deduct: Compensation expense from stock options,
  determined under fair value based method, net of tax                    (136)      (116)        (144)      (122)
Pro forma net income                                                   $ 1,178    $   958      $ 2,022    $ 1,727
                                                                       =======    =======      =======    =======
Earnings per share:
  Basic - as reported                                                  $   .54    $   .40      $   .89    $   .70
  Basic - pro forma                                                    $   .48    $   .36      $   .83    $   .65
  Diluted - as reported                                                $   .51    $   .39      $   .84    $   .68
  Diluted - pro forma                                                  $   .46    $   .35      $   .78    $   .63
</TABLE>

The   Black-Scholes   option  pricing  model  requires  the  use  of  subjective
assumptions  which can materially affect fair value estimates.  Therefore,  this
model does not  necessarily  provide a reliable single measure of the fair value
of the Company's stock options.

                                       -7-
<PAGE>

(5) Earnings Per Share
    ------------------

Basic  earnings  per share (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 May 28, 2003.
The following table sets forth the computation of basic and diluted earnings per
share (amounts in thousands, except per share data):
<TABLE>
<CAPTION>
                                               Three Months Ended       Six Months Ended
                                                    March 31,              March 31,
                                               -------------------     ------------------
                                                2004        2003        2004        2003
                                               ------      ------      ------      ------
<S>                                            <C>         <C>         <C>         <C>
Numerator:
Net Income                                     $1,314      $1,074      $2,166      $1,849
                                               ------      ------      ------      ------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares               2,441       2,670       2,434       2,624
Effect of dilutive securities:
  Employee stock options                          145          95         143          91
                                               ------      ------      ------      ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                2,586       2,765       2,577       2,715
                                               ------      ------      ------      ------
Basic earnings per share                       $  .54      $  .40      $  .89      $  .70
                                               ------      ------      ------      ------
Diluted earnings per share                     $  .51      $  .39      $  .84      $  .68
                                               ------      ------      ------      ------
</TABLE>

(6) 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 on securities  available-for-sale  are
reported as  accumulated  other  comprehensive  income  (loss) in  stockholders'
equity.  Unrealized gains of $2.6 million, net of tax, on investments classified
as  available-for-sale  are  recorded  at March 31,  2004.  The  Company  had no
securities classified as trading as of March 31, 2004 and September 30, 2003.


                                       -8-
<PAGE>

(7) Loans Receivable
    ----------------

         Loans  receivable  are  comprised of the following  (dollar  amounts in
thousands):
<TABLE>
<CAPTION>
                                                        March 31,    September 30,
                                                         2004           2003
                                                       ---------      ---------
<S>                                                    <C>            <C>
First mortgage loans:
               Conventional:
                   1-4 family dwellings                $ 101,324      $ 107,122
                   Multi-family dwellings                 11,905          5,299
               Commercial                                 55,743         46,757
               Construction:
                   Residential                             9,906         10,669
                   Commercial                              6,620          4,539
                                                       ---------      ---------
                                                         185,498        174,386
                                                       ---------      ---------
Less:
               Loans in process                          (12,307)        (9,499)
               Unearned discounts and fees                  (667)          (691)
                                                       ---------      ---------
                                                         172,524        164,196
                                                       ---------      ---------
Installment loans:
               Home equity                                67,821         63,777
               Consumer loans                                874            980
               Other                                       2,772          2,575
                                                       ---------      ---------
                                                          71,467         67,332
                                                       ---------      ---------
Commercial business loans and leases:
               Commercial business loans                  32,605         33,776
               Commercial leases                           1,646          2,199
                                                       ---------      ---------
                                                          34,251         35,975
                                                       ---------      ---------

Less:  Allowance for loan losses                          (2,967)        (3,091)
                                                       ---------      ---------

               Loans receivable, net                   $ 275,275      $ 264,412
                                                       ---------      ---------
</TABLE>

                                       -9-
<PAGE>

(8) Allowance for Loan Losses
    -------------------------

Changes in the allowance for loan losses for the six months ended March 31, 2004
and the fiscal year ended  September 30, 2003 are as follows  (dollar amounts in
thousands):
<TABLE>
<CAPTION>
                                                             March 31,    September 30,
                                                              2004           2003
                                                              ----           ----
<S>                                                          <C>           <C>
Balance at beginning of period                               $ 3,091       $ 3,056
Allowance for loan losses of First Pennsylvania Savings           --            40
Provision for loan losses                                        125           555
Charge-offs                                                     (283)         (624)
Recoveries                                                        34            64
                                                             -------       -------
Balance at end of period                                     $ 2,967       $ 3,091
                                                             -------       -------
</TABLE>

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

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

At March 31, 2004,  the recorded  investment in loans that are  considered to be
impaired  under SFAS No. 114 was $2.4 million  compared to $1.8 million at March
31,  2003.  Included in the 2004 amount is $720,000 of impaired  loans for which
the related  allowance for loan losses is $40,000,  and $1.7 million of impaired
loans that as a result of applying  impairment  tests  prescribed under SFAS No.
114, do not have an allowance for loan losses.  The average recorded  investment
in impaired  loans  during the six months  ended March 31, 2004 was $2.3 million
compared to $1.7  million  for the same  period in the prior  year.  For the six
months ended March 31, 2004, the Company  recognized  $36,000 of interest income
on  impaired  loans  using the cash  basis of income  recognition.  The  Company
recognized  no interest  income on impaired  loans  during the six month  period
ended March 31, 2003.

(9) Comprehensive Income
    --------------------

Total comprehensive income amounted to the following for the three and six month
periods ended March 31 (dollar amounts in thousands):
<TABLE>
<CAPTION>

                                                                        Three Months Ended          Six Months Ended
                                                                             March 31,                   March 31,
                                                                        2004          2003           2004       2003
                                                                      ------         ------        ------      -------
<S>                                                                  <C>             <C>          <C>         <C>
Net Income                                                           $ 1,314         $1,074       $ 2,166     $ 1,849
Change in unrealized gains (losses) on investment
securities available for sale, net of taxes
                                                                     $   688         $(195)       $   594     $  (667)
                                                                     -------         ------       -------     -------

Comprehensive income                                                 $ 2,002         $  879       $ 2,760     $ 1,182
                                                                     =======         ======       =======     =======
</TABLE>

                                      -10-
<PAGE>

(10) Acquisition
     -----------

On July 12, 2002, the Company and First Pennsylvania Savings Association ("First
Pennsylvania") jointly  announced the signing of an Agreement and Plan of Merger
Conversion,  whereby it was agreed that First  Pennsylvania would merge with and
into the Bank.  On September  30, 2002,  the agreement was amended to require an
offering  of stock of the  Company  to certain  members  of First  Pennsylvania.
Pursuant  to  the  amended  agreement,   First   Pennsylvania   converted  to  a
Pennsylvania-chartered  stock savings institution and simultaneously merged with
and into the Bank on December  31, 2002 and the Bank  acquired all of the assets
and assumed  all of the  liabilities  of First  Pennsylvania  for no  additional
consideration.   Liabilities  assumed  exceeded  assets  acquired  by  $161,000.
Additionally,  in  connection  with the merger,  the Company sold  approximately
98,560  shares at $15.93  per share of its common  stock to  certain  members of
First  Pennsylvania  and  the  Company's  employee  stock  ownership  plan  in a
subscription  offering and to the Company's  stockholders and certain members of
the community in a stockholder and community offering.

The  acquisition  was accounted for under the purchase method of accounting and,
accordingly,  the results of operations of First Pennsylvania have been included
in the Company's  consolidated  financial statements from December 31, 2002. The
Company  acquired  loans  with a  fair  value  of  approximately  $6.8  million,
investment and  mortgage-backed  securities  with a fair value of $11.8 million,
deposits with a fair value of approximately  $12.3 million and Federal Home Loan
Bank  advances  with  a  fair  value  of  approximately  $13.9  million  in  the
transaction.  Goodwill and core deposit intangibles arising from the transaction
were approximately $161,000.


(11) Goodwill and Other Intangible Assets
     ------------------------------------

The Company  performed its annual  goodwill  impairment  test during the quarter
ended March 31, 2004 and it was determined that no adjustments were required.


                                      -11-
<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  ("Fidelity" or 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.

Acquisition
-----------

On  December  31,  2002,  the  Company   completed  its   acquisition  of  First
Pennsylvania  Savings  Association ("First  Pennsylvania").  The acquisition was
accounted for under the purchase  method of  accounting  and,  accordingly,  the
results of operations of First  Pennsylvania have been included in the Company's
consolidated  financial  statements from December 31, 2002. The Company acquired
loans  with  a  fair  value  of  approximately  $6.8  million,   investment  and
mortgage-backed  securities with a fair value of $11.8 million,  deposits with a
fair value of  approximately  $12.3  million and Federal Home Loan Bank advances
with a fair value of approximately  $13.9 million in the  transaction.  Goodwill
and  other  core  deposit   intangibles   arising  from  the  transaction   were
approximately  $161,000.  In connection with the merger, the Company raised $1.6
million in  proceeds  from the  issuance  of stock to  certain  members of First
Pennsylvania  and  Fidelity's  employee  stock  ownership plan in a subscription
offering and the Fidelity's stockholders and certain members of the community in
a stockholder and community offering.

Critical Accounting Policies
----------------------------

Note 1 on pages 10 through 18 of the  Company's  Annual  Report to  Shareholders
lists significant  accounting  policies used in the development and presentation
of its financial  statements.  This  discussion  and analysis,  the  significant
accounting  policies,  and other financial  statement  disclosures  identify and
address key variables and other  qualitative and  quantitative  factors that are
necessary for an understanding  and evaluation of the Company and its results of
operations.

The most  significant  estimates in the  preparation of the Company's  financial
statements  are for the  allowance  for loan  losses  and  accounting  for stock
options. Please refer to the discussion of the allowance for loan losses in note
7 "Allowance for Loan Losses" on page 9 above. In addition,  further  discussion
of the estimates used in determining  the allowance for loan losses is contained
in the  discussion on "Provision  for Loan Losses" on page 19 herein and page 52
of the Company's 2003 Annual Report to  Shareholders.  The Company  accounts for
its stock option plans under the recognition  and measurement  principles of APB
Opinion  No.  25,  "Accounting  for Stock  Issued  to  Employees,"  and  related
Interpretations.  No  stock-based  employee  compensation  is  reflected  in net
income,  as all options  granted had an exercise price equal to the market value
of the underlying  common stock on the grant date.  Refer also to note 13 "Stock
Option  Plans" on page 32 of the Company's  2003 Annual Report to  Shareholders.
The Company  currently  has no  intentions  of adopting the expense  recognition
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation."

                                      -12-

<PAGE>

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

Total assets of the Company increased $11.6 million,  or 1.9%, to $629.4 million
at March 31, 2004 from $617.8 million at September 30, 2003. Significant changes
in individual  categories include an increase in cash and due from banks of $1.0
million, an increase in securities held-to-maturity of $2.6 million, an increase
in net loans of $10.7 million,  and a decrease in securities  available-for-sale
of $2.2 million.

Total  liabilities  of the Company  increased  $9.7 million,  or 1.7%, to $587.3
million at March 31, 2004 from $577.6 million at September 30, 2003. Significant
changes  include an increase  in  short-term  borrowings  of $21.9  million,  an
increase  in advance  payments  by  borrowers  for taxes and  insurance  of $1.0
million,  a decrease in deposits of $2.5  million,  and a decrease in  long-term
debt of $10.2 million.

Stockholders'  equity increased $1.8 million,  or 4.6% to $42.0 million at March
31, 2004,  compared to $40.2 million at September 30, 2003. This result reflects
net income for the six month period ended March 31, 2004 of $2.2 million,  stock
options exercised of $353,000, stock contributed to the Company's Employee Stock
Ownership Plan of $117,000, stock issued under the Dividend Reinvestment Plan of
$71,000,  and an increase in accumulated other comprehensive income of $594,000.
Offsetting these increases were common stock cash dividends paid of $585,000 and
treasury stock purchased of $877,000.  Accumulated  other  comprehensive  income
increased  from  September 30, 2003 as a result of changes in the net unrealized
gains on the  available-for-sale  securities due to the fluctuations in interest
rates  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.  Approximately  $3.4 million of
the balances in retained  earnings as of March 31, 2004 and  September  30, 2003
represent  base year bad debt  deductions  for tax  purposes  only,  as they are
considered restricted accumulated earnings.

<PAGE>
                                      -13-

Non-Performing Assets
---------------------
The  following  table sets forth  information  regarding  non-accrual  loans and
foreclosed  real estate by the Company at the dates  indicated.  The Company did
not have any loans which were classified as troubled debt  restructuring  at the
dates presented (dollar amounts in thousands).
<TABLE>
<CAPTION>
                                                               March 31,   September 30,
                                                                 2004         2003
                                                                 ----        ----
<S>                                                            <C>          <C>
Non-accrual residential real estate loans
    (one-to-four family)                                       $  527       $  795

Non-accrual construction, multi family
    residential and commercial real estate loans                  202          367

Non-accrual installment loans                                     632          615

Non-accrual commercial business loans                           1,676        1,151
                                                               ------       ------

Total non-performing loans                                     $3,037       $2,928
                                                               ======       ======

Total non-performing loans as a percent of
    net loans receivable                                         1.10%        1.11%
                                                               ======       ======

Total foreclosed real estate                                   $  876       $  675
                                                               ======       ======

Total non-performing loans and foreclosed real estate as a
percent of total assets                                           .62%         .58%
                                                               ======       ======
</TABLE>


Included  in  non-performing  loans  at  March  31,  2004  are  6  single-family
residential  real estate loans totaling  $527,000,  two  commercial  real estate
loans totaling $202,000, 33 home equity and installment loans totaling $632,000,
and 15 commercial business loans totaling $1.7 million.

At March 31, 2004,  the Company had an allowance for loan losses of $3.0 million
or 1.08% of net loans receivable, as compared to an allowance of $3.1 million or
1.17% of net loans  receivable  at September  30, 2003.  The  allowance for loan
losses equals 97.7% of non-performing loans at March 31, 2004 compared to 105.6%
at September 30, 2003.

Management   has  evaluated   its  entire  loan   portfolio,   including   these
non-performing loans, and the overall allowance for loan losses and is satisfied
that the allowance for losses on loans at March 31, 2004 is reasonable. See also
"Provision  for  Loan  Losses."  However,  there  can be no  assurance  that the
allowance for loan losses is sufficient to cover possible future loan losses.

                                      -14-
<PAGE>

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

The Company's ALLL methodology incorporates management's current judgments about
the credit quality of the loan portfolio.  The following  factors are considered
when analyzing the appropriateness of the allowance: historical loss experience;
volume; type of lending conducted by the Bank; industry standards; the level and
status of past due and non-performing  loans; the general economic conditions in
the Bank's lending area; and other factors  affecting the  collectibility of the
loans in its portfolio.  The primary elements of the Bank's methodology  include
portfolio segmentation and impairment measurement.  Management acknowledges that
this is a dynamic  process and  consists of factors,  many of which are external
and  out  of  management's   control,   that  can  change  often,   rapidly  and
substantially.  The adequacy of the ALLL is based upon estimates considering all
the  aforementioned  factors  as well as  current  and known  circumstances  and
events.  There  is no  assurance  that  actual  portfolio  losses  will  not  be
substantially different than those that were estimated.

                                      -15-
<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Six Months Ended March 31, 2004 and 2003
           ----------------------------------------------------------

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

Net income for the three months ended March 31, 2004 was $1.31 million ($.51 per
diluted  share)  compared to $1.07 million ($.39 per diluted share) for the same
period in 2003,  an increase of  $240,000  or 22.4 %. The  increase  reflects an
increase in net interest income of $209,000 or 6.4%, an increase in other income
of  $262,000  or 29.0%,  and a decrease  in the  provision  for income  taxes of
$50,000, or 15.9%.  Partially  offsetting these factors was an increase in other
operating expenses of $281,000 or 10.3%.

Net income for the six months ended March 31, 2004 was $2.17  million  ($.84 per
diluted  share)  compared to $1.85 million ($.68 per diluted share) for the same
period in 2003,  an  increase of $317,000  or 17.1%.  The  increase  reflects an
increase in net interest income of $373,000 or 6.1%, a decrease in the provision
for loan losses of $280,000 or 69.1%,  an increase in other income of $71,000 or
3.6%,  and a decrease  in the  provision  for  income  taxes of $48,000 or 9.0%.
Partially  offsetting these factors was an increase in other operating  expenses
of $455,000 or 8.5%. March 31, 2003 results included, as a component of interest
expense,  the  write-off of $599,000 in  unamortized  issuance  costs related to
$10,250,000 of 9.75% trust preferred  securities that were called by the Company
on November 4, 2002. The 9.75% trust preferred securities were redeemed with the
proceeds from a September  2002 offering of  $10,000,000  of floating rate trust
preferred  securities  that bore an initial rate of 5.22%  through  December 26,
2002,  and which adjust  quarterly  thereafter  at a rate of 3-Month  LIBOR plus
3.40%. The floating rate trust preferred  securities' current rate is 4.51%. The
9.75% trust preferred  securities were called by the Company and replaced by the
floating  rate trust  preferred  securities  primarily to take  advantage of the
current low interest rate environment.

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

The Company's  interest rate spread, the difference between yields calculated on
a  tax-equivalent  basis  on  interest-earning  assets  and the  cost of  funds,
increased  to 2.40% in the three  months  ended March 31, 2004 from 2.19% in the
same period in 2003 as a result of the average yield on total  interest  earning
assets   decreasing  less  than  the  average  rate  paid  on   interest-bearing
liabilities.  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.
<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                       March 31,
                                                                    2004       2003
                                                                    ----       ----
        <S>                                                         <C>       <C>
        Average yield on:
          Mortgage loans                                            6.47%     7.22%
          Mortgage-backed securities                                3.82      3.81
          Installment loans                                         6.00      6.91
          Commercial business loans and leases                      5.83      6.38
          Interest -earning deposits with other institutions,
          investment securities, and FHLB stock (1)                 4.39      4.95
                                                                    ----      ----
          Total interest-earning assets                             5.14      5.75
                                                                    ----      ----
        Average rates paid on:
          Savings deposits                                          2.11      2.60
          Borrowed funds                                            3.80      5.25
                                                                    ----      ----
          Total interest-bearing liabilities                        2.74      3.56
                                                                    ----      ----
        Average interest rate spread                                2.40%     2.19%
                                                                    ====      ====
        Net yield on interest-earning assets                        2.49%     2.38%
                                                                    ====      ====
</TABLE>

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

                                      -16-
<PAGE>

The Bank's  tax-equivalent  interest  rate spread  increased to 2.29% in the six
months  ended  March 31,  2004 from 2.10% in the same period in fiscal 2003 as a
result of the average yield on total  interest  earning assets  decreasing  less
than the average rate paid on interest-bearing  liabilities.  Furthermore,  2003
results include,  as a component of interest expense,  the write-off of $599,000
in  unamortized  issuance  costs  related to $10.25  million of trust  preferred
securities  that were called by the  Company on November 4, 2002 (see  "Interest
Expense" discussion on page 18 herein). This write-off reduced the interest rate
spread by 22 basis points from 2.32%,  and reduced the net interest margin by 21
basis points from 2.47% for the six months ended March 31, 2003.  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.
<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                                                               March 31,
                                                                        2004              2003
                                                                        ----              ----
<S>                                                                    <C>                <C>
Average yield on:
  Mortgage loans                                                       6.50%              7.34%
  Mortgage-backed securities                                            3.39              4.24
  Installment loans                                                     6.09              7.14
  Commercial business loans and leases                                  5.99              6.56
  Interest -earning deposits with other institutions,
  investment securities, and FHLB stock (1)                             4.43              5.03
                                                                        ----              ----
  Total interest-earning assets                                         5.09              5.99
                                                                        ----              ----
Average rates paid on:
  Savings deposits                                                      2.16              2.66
  Borrowed funds                                                        3.87              5.38
                                                                        ----              ----
  Total interest-bearing liabilities                                    2.80              3.89
                                                                        ----              ----
Average interest rate spread                                            2.29%             2.10%
                                                                        =====             =====
Net yield on interest-earning assets                                    2.37%             2.26%
                                                                        =====             =====
</TABLE>

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

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

Interest  on loans  decreased  $957,000  or 18.1% to $4.3  million for the three
months  ended March 31, 2004,  compared to the same period in 2003.  Interest on
loans  decreased  $2.4 million or 21.5% to $8.7 million for the six months ended
March 31, 2004. The decrease for both periods reflects a decrease in the average
loan  balance  outstanding  during  2004 as well as a decrease  in the net yield
earned on the loan  portfolio.  Loans  with a fair value of  approximately  $6.8
million were assumed with the acquisition of First  Pennsylvania on December 31,
2002.  Higher levels of principal  repayments  have been  experienced due to the
lower  interest  rate  environment;  thus,  accounting  for the  decrease in the
average loan balance during 2004.

Interest on mortgage-backed securities decreased $82,000 or 6.5% to $1.2 million
for the three months ended March 31, 2004,  compared to the same period in 2003.
The  decrease  reflects a decrease  in the  average  balance of  mortgage-backed
securities owned in the period,  while the average yield earned on the portfolio
was  relatively  unchanged.  Interest on  mortgage-backed  securities  decreased
$529,000 or 20.1% to $2.1 million for the six months  ended March 31, 2004.  The
decrease  reflects a slight decrease in the average  balance of  mortgage-backed
securities owned in the period as well as a decrease in the average yield earned
on the portfolio.  The fair value of  mortgage-backed  securities  acquired from
First Pennsylvania on December 31, 2002 was approximately $4.9 million.

                                      -17-
<PAGE>

Interest on  interest-earning  deposits with other  institutions  and investment
securities increased $170,000 or 9.6% to $1.9 million for the three months ended
March  31,  2004,  as  compared  to  the  same  period  in  2003.   Interest  on
interest-earning  deposits with other  institutions  and  investment  securities
increased  $370,000 or 10.6% to $3.9  million for the six months ended March 31,
2004,  as compared to the same period in 2003.  The  increase  for both  periods
reflects an increase in the average balance in the portfolio partially offset by
a decrease in the yield earned on these investments.  Interest-earning  deposits
of $7.1 million and investment securities of $6.9 million were acquired with the
purchase of First Pennsylvania on December 31, 2002.

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

Interest  on  deposits  decreased  $425,000  or  18.2% to $1.9  million  for the
three month period ended March 31, 2004, as compared to the same period in 2003.
The decrease reflects a decrease in the average cost of the deposits,  while the
average balance of deposits remained relatively unchanged.  Interest on deposits
decreased $812,000 or 17.1% to $4.0 million for the six month period ended March
31,  2004,  as  compared  to the same period in 2003.  The  decrease  reflects a
decrease in the average cost of the deposits, partially offset by an increase in
the average balance of deposits. Deposits of $12.3 million were assumed with the
acquisition of First Pennsylvania on December 31, 2002.

Interest on subordinated  debt decreased $4,000 for the three months ended March
31, 2004, as compared to the same period in 2003.  Interest on subordinated debt
decreased  $719,000 for the six months  ended March 31,  2004.  During the first
quarter of fiscal 2003, the Company wrote-off  $599,000 in unamortized  issuance
costs related to $10.25 million of 9.75% trust  preferred  securities  that were
called by the  Company on  November 4, 2002.  The  write-off  of these costs was
reported  as  a  component  of  interest  expense.  The  9.75%  trust  preferred
securities  that were called were replaced in September  2002 with $10.0 million
of floating rate trust  preferred  securities that bore an initial rate of 5.22%
through  December 26, 2002, and which adjust  quarterly  thereafter at a rate of
3-month LIBOR plus 3.40%. The floating rate trust preferred  securities' current
rate is 4.51%.  The 9.75% trust preferred  securities were called by the Company
and replaced by the floating rate trust preferred  securities  primarily to take
advantage of the current low interest rate environment.

Interest on  short-term  borrowings,  including  Federal Home Loan Bank ("FHLB")
"RepoPlus"  advances,   securities  sold  under  agreement  to  repurchase,  and
treasury, tax and loan notes, increased $160,000 to $187,000 for the three month
period  ended March 31,  2004,  as  compared to the same period in fiscal  2003.
Interest on  short-term  borrowings  increase  $291,000 to $345,000  for the six
month  period ended March 31,  2004.  The increase for both periods  reflects an
increase  in the  average  balance of these  borrowings,  partially  offset by a
decrease in the average cost of these borrowings.

Interest on long-term debt,  including FHLB fixed rate advances and "Convertible
Select" advances,  decreased  $809,000,  or 31.5%, to $1.8 million for the three
months  ended March 31,  2004 as  compared  to the same  period in fiscal  2003.
Interest on long-term debt decreased $1.7 million, or 31.9%, to $3.6 million for
the six months  ended  March 31,  2004 as  compared to the same period in fiscal
2003. The decrease for both periods  reflects a decrease in the average  balance
of the  debt,  as well as a  decrease  in the  average  cost of the  debt.  FHLB
advances  with a fair value of  approximately  $13.9 million were assumed in the
First Pennsylvania acquisition on December 31, 2002.

The  Company  continues  to rely on FHLB  advances as cost  effective  wholesale
funding sources.

                                      -18-
<PAGE>

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

The Company's net interest  income  before  provision for loan losses  increased
$210,000 or 6.4% to $3.5 million, and increased $373,000 or 6.1% to $6.5 million
for the three and six month  periods  ended  March 31,  2004,  respectively,  as
compared to the same  periods in fiscal  2003.  The increase in both fiscal 2004
periods is attributable to an increased  interest rate spread,  partially offset
by a decrease in net interest-earning assets.

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

The provision for loan losses was $75,000 for the three month period ended March
31, 2004 and the three month period ended March 31, 2003. At March 31, 2004, the
allowance for loan losses decreased $124,000 to $2.97 million from $3.09 million
at September 30, 2003. Net loan  charge-offs  were $222,000 and $133,000 for the
three months ended March 31, 2004 and 2003,  respectively.  Net loan charge-offs
were  $249,000  and  $500,000  for the six months ended March 31, 2004 and 2003,
respectively.  A $300,000  commercial  business loan was charged-off  during the
three month period ending December 31, 2002.

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

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

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

Total  non-interest or other income increased $262,000 or 29.0% to $1.2 million,
and  increased  $71,000 or 3.6% for the three and six month  periods ended March
31,  2004,  as compared to the same  periods in 2003.  Increases in other income
primarily  relate  to  increased  gains on the  sales of  securities,  increased
deposit  service  charges  and  fees,  and  increased  other  operating  income,
including fees on retail investment sales.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous  loan fees,  decreased $30,000 or 29.1% to $73,000,  and decreased
$65,000 or 27.7% to $170,000 for the three and six month periods ended March 31,
2004,  as  compared  to the same  periods in 2003.  The  decrease  is  primarily
attributed  to a  decrease  in late  charges  on  loans  and a  decrease  in the
collection of title  insurance  fees on mortgages  originated,  resulting from a
decrease  in the volume of  mortgage  loans  originated  during  the  applicable
periods.

Net gains on the sales of investment and mortgage-backed securities was $419,000
and  $508,000  for the three and six month  periods  ended  March 31,  2004,  as
compared to gains of $161,000  and  $388,000 in the same periods in fiscal 2003.
Such  sales  were  made  from  the  available-for-sale   portfolio  as  part  of
management's asset/liability management strategies.

                                      -19-
<PAGE>

Gain on the sale of loans was  $11,000  and  $28,000 for the three and six month
periods  ended March 31, 2004,  as compared to gains of $91,000 and $198,000 for
the same  periods in fiscal  2003.  The  six month  period  ended March 31, 2004
results  include  the  sale  of  approximately   $1.2  million  of  fixed  rate,
single-family  mortgage  loans,  compared to $11.1 million of similar loan sales
during the prior fiscal period.

Deposit service charges and fees increased $40,000 or 14.5% and $72,000 or 12.0%
for the three and six month  periods  ended  March 31,  2004,  respectively,  as
compared to the same  periods in fiscal  2003.  The  increase in both periods is
primarily attributed to an increase in the volume of fees collected for returned
checks on  deposit  accounts,  partially  offset by a  decrease  in the  service
charges assessed on checking accounts.

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

Total operating expenses for the three month period ended March 31, 2004 totaled
$3.0  million  compared  to $2.7  million  for the same  period  in 2003.  Total
operating  expenses  for the six month  period ended March 31, 2004 totaled $5.8
million  compared  to $5.3  million  for the same  period  in fiscal  2003.  The
increase for both periods is due  primarily to an increase in  compensation  and
benefits  expense and an increase in net losses on foreclosed  real estate.  The
overall increase in operating expenses for the current periods also reflects the
operation of the Troy Hill branch,  which was acquired on December 31, 2002, and
the Cranberry branch, which was opened in April 2003. These branches were not in
operation for the entire prior fiscal periods.

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

Total  income tax expense for the  three month  period  ended March 31, 2004 was
$264,000 compared to $314,000 for the same 2003 period.  The effective tax rates
for the  three month  periods  ended March 31, 2004 and 2003 were  approximately
16.7% and 22.6%, respectively. Total income tax expense for the six month period
ended March 31, 2004 was $484,000  compared to $532,000 for the same fiscal 2003
period.  The effective tax rates for the six month  periods ended March 31, 2004
were approximately 18.3% and 22.3%, respectively.  The decrease in the effective
tax rate for both  periods is  attributed  to an  increase  in state  tax-exempt
income from the corresponding prior year period,  partially offset by a decrease
in federal  tax-exempt  income.  Tax-exempt  income  includes  income  earned on
certain  municipal  investments that qualify for state and/or federal income tax
exemption;  income earned by the Bank's Delaware subsidiary which is not subject
to state income tax, and earnings on Bank-owned  life  insurance  policies which
are exempt from federal  taxation.  State and federal  tax-exempt income for the
three month  period  ended  March  31,  2004  was  $2.4  million  and  $519,000,
respectively,  compared to $2.0  million  and  $563,000,  respectively,  for the
three month period ended March 31, 2003. State and federal tax-exempt income for
the  six month  period ended March 31, 2004 was $4.3 million and $1.06  million,
respectively,  compared to $3.6 million and $1.12 million, respectively, for the
six month period ended March 31, 2003.

                                      -20-
<PAGE>

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

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including the Preferred  Securities  issued by FB Statutory  Trust II in
2002.  The Preferred  Securities  may comprise up to 25% of the Company's Tier 1
capital.  Total capital  includes Tier 1 capital and other forms of capital such
as the allowance for loan losses, subject to limitations, and subordinated debt.
The guidelines  establish a minimum standard  risk-based  target ratio of 8%, of
which at least 4% must be in the form of Tier 1 capital.  At March 31, 2004, the
Company had Tier 1 capital as a percentage of risk-weighted assets of 13.44% and
total risk-based capital as a percentage of risk-weighted assets of 14.39%.

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum  ratio of Tier 1 capital as a  percentage  of average  total assets (the
"Leverage  Ratio") of 3% for bank holding  companies that meet certain criteria,
including  that they  maintain  the highest  regulatory  rating.  All other bank
holding companies are required to maintain a Leverage Ratio of at least 4% or be
subject to prompt corrective  action by the Federal Reserve.  At March 31, 2004,
the Company had a Leverage Ratio of 7.49%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other  institutions.  At March 31, 2004,  the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 7.43% of  average  total  assets,  as
defined.

The Bank is also  required to maintain a ratio of  qualifying  total  capital to
risk-weighted  assets and  off-balance  sheet items of a minimum of 8%. At March
31, 2004,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 13.37%.

Liquidity
---------

The Company's primary sources of funds have historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent,  loans.  At March 31,  2004,  the  total of  approved  loan  commitments
amounted  to $12.2  million.  In  addition,  the  Company  had $12.3  million of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months  totals  approximately  $67.8  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.

                                      -21-
<PAGE>

Off Balance Sheet Commitments

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

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

A summary  of the  contractual  amount  of the  Company's  financial  instrument
commitments is as follows:
<TABLE>
<CAPTION>
                                                                       March 31,        September 30,
                                                                         2004                 2003
                                                                         ----                 ----
                                                                             (in thousands)

         <S>                                                           <C>                <C>
         Commitments to grant loans                                    $  12,248          $    5,595
         Unfunded commitments under lines of credit                        32,851             31,832
         Financial and performance standby letters of credit                  161                 93
</TABLE>

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition or  disclosure,  other than its standby  letters of credit.  Standby
letters of credit written are conditional  commitments  issued by the Company to
guarantee the performance of a customer to a third party. Generally, all letters
of credit,  when issued have  expiration  dates within one year. The credit risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending other loan  commitments.  The Bank requires  collateral  supporting
these  letters  of credit  as deemed  necessary.  Management  believes  that the
proceeds  obtained  through a liquidation of such collateral would be sufficient
to cover the maximum  potential  amount of future  payments  required  under the
corresponding  guarantees.  The current amount of liability as of March 31, 2004
for guarantees under standby letters of credit issued is not material.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

          There  have  been  no  material   changes  in  information   regarding
          quantitative  and qualitative  disclosures  about market risk at March
          31,  2004  from  the   information   presented   under  the   caption,
          Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results  of  Operations  - Asset and  Liability  Management,  filed as
          Exhibit 13 to the Form 10-K for September 30, 2003.

                                      -22-
<PAGE>

Item 4.   Controls and Procedures

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

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

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

Item 1.   Legal Proceedings

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


Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
         Securities

         ISSUER PURCHASES OF EQUITY SECURITIES
<TABLE>
<CAPTION>

                                                    Total Number of          Maximum Number (or
                    Total                           Shares (or Units)     Approximate Dollar Value
                  Number of         Averfage        Purchased as Part     of Shares (or Units that
                  Shares (or)      Price Paid         of Publicly           May Yet Be Purchased
                    Units)         per Share        Announced Plans            Under the Plans
Period            Purchased        (or Units)         or Programs                or Programs
--------------------------------------------------------------------------------------------------
<S>                 <C>             <C>                  <C>                       <C>
January               __               __                   __                        __
1-31, 2004

February              __               __                   __                        __
1-29, 2004

March
1-31, 2004          25,000           $25.25               25,000                    86,190

Total               25,000           $25.25               25,000                    86,190

</TABLE>
                                      -23-
<PAGE>

Item 3.   Defaults Upon Senior Securities

          Not Applicable


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

          On  February  10,  2004,  the  Company  held  its  annual  meeting  of
          stockholders and the following items were presented:

          Election of Director  Robert F. Kastelic and Director Oliver D. Keefer
          for a term of 3 years to expire in 2007.  Director  Kastelic  received
          1,801,638  votes in favor and 258,498  votes  withheld;  and  Director
          Keefer received 1,801,638 votes in favor and 258,498 votes withheld.

          There were no abstentions or broker non-votes.

          The terms of the office continued after the meeting:  J. Robert Gales,
          Charles E.  Nettrour,  Richard G.  Spencer,  Joanne Ross  Wilder,  and
          William L. Windisch.


Item 5.   Other Information

          Not Applicable


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      Amended Bylaws (2)
          4.1      Rights Agreement dated March 31, 2003 between Fidelity
                    Bancorp, Inc. and Registrar and Transfer Company (3)
          4.3  *   Indenture, dated as of September 26, 2002, between Fidelity
                    Bancorp, Inc. and State Street Bank and Trust Company of
                    Connecticut, National Association
          4.4  *   Amended and Restated Declaration of Trust, dated as of
                    September 26, 2002, by and among State Street Bank and Trust
                    Company, National Association, as Institutional Trustee,
                    Fidelity Bancorp, Inc., as Sponsor and William L. Windisch,
                    Richard G. Spencer and Lisa L. Griffith, as Administrators.
          4.5  *   Guarantee Agreement, as dated as of September 26, 2002, by
                    and between Fidelity Bancorp, Inc. and State Street Bank
                    and Trust Company of Connecticut, National Association.
          10.1     Employee Stock Ownership Plan, as amended (1)
          10.2     1988 Employee Stock Compensation Program (1)
          10.3     1993 Employee Stock Compensation Program (4)
          10.4     1997 Employee Stock Compensation Program (5)
          10.5     1993 Directors' Stock Option Plan (4)
          10.6     1998 Group Term Replacement Plan (6)
          10.7     1998 Salary Continuation Plan Agreement by and between W.L.
                    Windisch, the Company and the Bank (6)

                                      -24-
<PAGE>

          10.8     1998 Salary Continuation Plan Agreement by and between R.G.
                    Spencer, the Company and the Bank (6)
          10.9     1998 Salary Continuation Plan Agreement by and between M.A.
                    Mooney, the Company and the Bank (6)
          10.10    Salary Continuation Plan Agreement with Lisa L. Griffith
          10.11    1998 Stock Compensation Plan (7)
          10.12     2000 Stock Compensation Plan (8)
          10.13    2001 Stock Compensation Plan (9)
          10.14    2002 Stock Compensation Plan (10)
          20.1     Dividend Reinvestment Plan (11)
          31.1     Section 302 Certification of Chief Executive Officer
          31.2     Section 302 Certification of Chief Financial Officer
          32       Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002


     (b)  Reports on Form 8-K

          A Report on Form 8-K was filed on January  21,  2004  reporting  under
          Item 12 the earnings  release for the quarter ended  December 31, 2003
          and to report a quarterly cash dividend.

          No financial statements were filed with the above report.

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

(1)  Incorporated by reference from the exhibits  attached to the Prospectus and
     Proxy Statement of the Company  included in its  Registration  Statement on
     Form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
     (the "Registration Statement").
(2)  Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on August 14, 2002.
(3)  Incorporated by reference from Form 8-A filed March 31, 2003.
(4)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(6)  Incorporated by reference to an identically  numbered  exhibit in Form 10-K
     filed with the SEC on December 29, 1998.
(7)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(8)  Incorporated by reference to Exhibit 4.1 to the Form S-8 filed with the SEC
     on January 19, 2001.
(9)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 29, 2002.
(10) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     February 26, 2003.
(11) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.

                                      -25-
<PAGE>


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




                             FIDELITY BANCORP, INC.



Date:   May 17, 2004         By:   /s/ Richard G. Spencer
                                   ---------------------------------------------
                                   Richard G. Spencer
                                   President and Chief Executive Officer


Date:   May 17, 2004         By:   /s/ Lisa L. Griffith
                                  ----------------------------------------------
                                  Lisa L. Griffith
                                  Sr. Vice President and Chief Financial Officer

                                      -26-