United States Securities and Exchange Commission

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

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

    For the quarterly period ended June 30, 2005
                                   -------------

                                       OR

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

   For the transition period from ____________________ to ____________________

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

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

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


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

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

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

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

         Indicate by check mark whether the registrant is 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:
2,926,588 shares, par value $0.01, at July 29, 2005
---------------------------------------------------

<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index
<TABLE>
<CAPTION>
Part I - Financial Information                                                                           Page
------------------------------                                                                           ----
<S>                                                                                                <C>
Item 1.        Financial Statements (Unaudited)

               Consolidated Statements of Financial Condition as of June 30, 2005 and                      1
               September 30, 2004

               Consolidated Statements of Income for the Three and Nine Months Ended                       2
               June 30, 2005 and 2004

               Consolidated Statements of Cash Flows for the Nine Months Ended                           3-4
               June 30, 2005 and 2004

               Consolidated  Statements of Changes in Stockholders' Equity for the Nine Months
               Ended June 30, 2005 and 2004                                                                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                                 21

Item 4.        Controls and Procedures                                                                    22


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

Item l.        Legal Proceedings                                                                          22

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds                                22

Item 3.        Defaults Upon Senior Securities                                                            22

Item 4.        Submission of Matters to a Vote of Security Holders                                        22

Item 5.        Other Information                                                                          22

Item 6.        Exhibits                                                                                23-24

Signatures                                                                                                25

</TABLE>

<PAGE>

Item 1.  Financial Statements

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

<TABLE>
<CAPTION>
                                                                                         June 30,   September 30,
              Assets                                                                       2005         2004
              ------                                                                       ----         ----
<S>                                                                                    <C>          <C>
Cash and due from banks                                                                 $   6,992    $   8,212
Interest-bearing demand deposits with other institutions                                      370          619
                                                                                        ---------    ---------
    Cash and Cash Equivalents                                                               7,362        8,831

Securities available-for-sale                                                             190,797      186,112
  (amortized cost of  $190,571 and $184,301)
Securities held-to-maturity                                                               111,790      109,334
  (fair value of $112,268 and $110,413)
Loans held for sale                                                                            50          116
Loans receivable, net of allowance of $2,540 and $2,609                                   325,752      290,548
Foreclosed real estate, net                                                                 1,274        1,517
Restricted investments in bank stock, at cost                                              12,254       11,156
Office premises and equipment, net                                                          5,254        5,210
Accrued interest receivable                                                                 3,305        3,081
Other assets                                                                               12,828       11,981
                                                                                        ---------    ---------

       Total Assets                                                                     $ 670,666    $ 627,886
                                                                                        =========    =========
              Liabilities and Stockholders' Equity
Liabilities:
   Deposits:
      Non-interest bearing                                                              $  31,720    $  30,237
      Interest bearing                                                                    335,415      329,694
                                                                                        ---------    ---------
          Total Deposits                                                                  367,135      359,931

   Short-term borrowings                                                                   90,641       64,106
   Subordinated Debt                                                                       10,310       10,310
   Securities sold under agreement to repurchase                                            7,968        5,118
   Advance payments by borrowers for taxes and insurance                                    3,002        1,129
   Other liabilities                                                                        3,715        2,908
   Long-term debt                                                                         145,607      142,307
                                                                                        ---------    ---------
       Total Liabilities                                                                  628,378      585,809
                                                                                        ---------    ---------

Stockholders' equity:
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 3,514,709
      and 3,153,617 shares issued, respectively                                                35           32
   Paid-in capital                                                                         44,009       35,798
   Retained earnings                                                                        7,903       13,595
   Accumulated other comprehensive income                                                     149        1,195
   Treasury stock, at cost -587,955 and 480,295 shares                                     (9,808)      (8,543)
                                                                                        ---------    ---------
       Total Stockholders' Equity                                                          42,288       42,077
                                                                                        ---------    ---------

       Total Liabilities and Stockholders' Equity                                       $ 670,666    $ 627,886
                                                                                        =========    =========
</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     Nine Months Ended
                                                                                   June 30,             June 30,
                                                                             ------------------     -----------------
                                                                              2005       2004        2005       2004
                                                                            --------   --------    --------   --------
<S>                                                                       <C>        <C>        <C>         <C>
Interest income:
   Loans                                                                   $  4,779   $  4,325   $ 13,729    $ 12,996
   Mortgage-backed securities                                                 1,358      1,121      4,096       3,219
   Investment securities - taxable                                            1,401      1,346      4,124       4,023
   Investment securities - tax-exempt                                           463        520      1,410       1,712
   Other                                                                          2          1          5           2
                                                                           --------   --------   --------    --------
      Total interest income                                                   8,003      7,313     23,364      21,952
                                                                           --------   --------   --------    --------


Interest expense:
   Deposits                                                                   1,966      1,848      5,659       5,800
   Short-term borrowings                                                        668        204      1,631         549
   Long-term debt                                                             1,723      1,757      5,172       5,331
   Subordinated debt                                                            172        121        474         365
                                                                           --------   --------   --------    --------
      Total interest expense                                                  4,529      3,930     12,936      12,045
                                                                           --------   --------   --------    --------
Net interest income                                                           3,474      3,383     10,428       9,907

Provision for loan losses                                                       225         75        425         200
                                                                           --------   --------   --------    --------

Net interest income after provision for loan losses                           3,249      3,308     10,003       9,707
                                                                           --------   --------   --------    --------
Other income:
   Loan service charges and fees                                                101        113        267         283
   Realized gain on sales of securities, net                                     79         67        510         576
   Writedown of securities                                                        -          -        (43)          -
   Gain on sales of loans                                                        11         13         25          41
   Deposit service charges and fees                                             351        352      1,017       1,022
   Other                                                                        398        355      1,076       1,013
                                                                           --------   --------   --------    --------
      Total other income                                                        940        900      2,852       2,935
                                                                           --------   --------   --------    --------
Operating expenses:
   Compensation and benefits                                                  1,917      1,812      5,555       5,334
   Office occupancy and equipment expense                                       266        251        802         759
   Depreciation and amortization                                                179        186        549         573
   Net loss on foreclosed real estate                                            13         33         96         146
   Amortization of intangible assets                                             11         13         35          39
   Loss on customer fraud                                                         -          -        430           -
   Other                                                                        562        581      1,723       1,808
                                                                           --------   --------   --------    --------
      Total operating expenses                                                2,948      2,876      9,190       8,659
                                                                           --------   --------   --------    --------

Income before income tax provision                                            1,241      1,332      3,665       3,983
Income tax provision                                                            300        218        755         702
                                                                           --------   --------   --------    --------
Net income                                                                 $    941   $  1,114   $  2,910    $  3,281
                                                                           ========   ========   ========    ========

Basic earnings per common share                                            $    .32   $    .38   $    .99    $   1.12
                                                                           ========   ========   ========    ========
Diluted earnings per common share                                          $    .31   $    .37   $    .95    $   1.07
                                                                           ========   ========   ========    ========
Dividends per common share                                                 $    .13   $    .11   $    .35    $    .33
                                                                           ========   ========   ========    ========
</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>

                                                                             Nine Months Ended June 30,
                                                                             --------------------------
                                                                                 2005        2004
                                                                               --------    --------
<S>                                                                           <C>         <C>
Operating Activities:
--------------------
     Net income                                                                $  2,910    $  3,281
     Adjustments  to  reconcile  net income to net cash  provided  by  operating
     activities:
         Provision for loan losses                                                  425         200
         Loss on foreclosed real estate                                              96         146
         Provision for depreciation and amortization                                549         573
         Deferred loan fee amortization                                            (153)       (201)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                   550       1,150
         Amortization of intangibles                                                 35          39
         Loss on customer fraud                                                     430           -
         Net gain on sale of securities                                            (510)       (576)
         Writedown of securities                                                     43           -
         Net gain on sale of loans                                                  (25)        (41)
         Origination of loans held-for-sale                                      (1,599)     (1,539)
         Proceeds from sale of loans held-for-sale                                1,689       1,864
         (Increase)/Decrease in interest receivable                                (224)        111
         Decrease in prepaid income taxes                                           311          18
         Decrease in interest payable                                               (24)       (211)
         Increase in cash surrender value of life insurance policies               (148)       (151)
         Increase in accounts payable                                               619       1,022
         Contribution to ESOP                                                      (235)       (103)
         Other changes, net                                                        (691)        207
                                                                               --------    --------

        Net cash provided by operating activities                                  4,048      5,789
                                                                               --------    --------

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

     Proceeds from sales of securities available-for-sale                         5,096      11,336
     Proceeds from maturities and principal repayments of
        securities available-for-sale                                            31,846      36,020
     Purchases of securities available-for-sale                                 (42,878)    (43,849)
     Purchases of securities held-to-maturity                                   (16,671)    (35,640)
     Proceeds from maturities and principal repayments of
        securities held-to-maturity                                              14,024      33,174
     Net increase in loans                                                      (35,713)    (19,715)
     Proceeds from sale of foreclosed real estate                                   479          36
     Net purchases of FHLB stock                                                 (1,098)       (709)
     Proceeds from sale of office premises and equipment                              -          30
     Additions to office premises and equipment                                    (593)       (111)
                                                                               --------    --------

  Net cash used in investing activities                                         (45,508)    (19,428)
                                                                               --------    --------
</TABLE>



Continued on page 4.
                                                              -3-


<PAGE>



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

                                                                                                       Nine Months Ended June 30,
                                                                                                       --------------------------
                                                                                                           2005         2004
                                                                                                         --------    ---------
<S>                                                                                                    <C>         <C>
Financing Activities:
---------------------
Net increase in deposits                                                                                    7,204         885
Increase in repurchase agreements                                                                           2,850       1,448
Net increase in short-term borrowings                                                                      26,535      23,893
Proceeds from long-term borrowings                                                                         20,000           -
Repayments of long-term borrowings                                                                        (16,700)    (10,300)
Increase in advance payments by borrowers for taxes and insurance                                           1,873       1,704
Cash dividends paid                                                                                        (1,022)       (909)
Stock options exercised                                                                                       402         563
Proceeds from sale of stock through Dividend Reinvestment Plan                                                114         107
Purchase of treasury stock                                                                                 (1,265)     (1,458)
                                                                                                         --------    ---------

Net cash provided by financing activities                                                                  39,991      15,933
                                                                                                         --------    ---------

Increase in cash and cash equivalents                                                                      (1,469)      2,294

Cash and cash equivalents at beginning of period                                                            8,831       7,992
                                                                                                         --------    ---------

Cash and cash equivalents at end of period                                                               $  7,362    $  10,286
                                                                                                         ========    =========
Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:
--------------------------------
  Interest on deposits and other borrowings                                                              $ 12,960    $ 12,256
  Income taxes                                                                                           $    350    $    600
                                                                                                         --------    ---------
Supplemental Schedule of Noncash Investing and Financing Activities

Transfer of loans to foreclosed real estate                                                              $    237    $    542
                                                                                                         --------    ---------
</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 share data)

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

<S>                                                 <C>    <C>          <C>       <C>           <C>             <C>
Balance at September 30, 2003                        $  28  $ 28,960     $ (7,192) $ 16,388      $  2,011        $ 40,195
                                                     -----  --------     --------  --------      --------        --------

Comprehensive income:
     Net income                                                                       3,281                         3,281
     Other comprehensive loss,
       net of tax of $479                                                                          (1,659)         (1,659)
     Reclassification adjustment,
       net of tax of ($196)                                                                          (380)           (380)
                                                     -----  --------     --------  --------      --------        --------
Total comprehensive income                              --        --          --      3,281        (2,039)          1,242

Cash dividends declared                                                                (909)                         (909)

Treasury stock purchased - 59,620 shares                                  (1,458)                                  (1,458)
10% Stock dividend distribution                          3     5,882                 (5,885)                            -
Contribution of stock to ESOP (5,000 shares)                      (6)        123                                      117
Sale of stock through Dividend Reinvestment Plan                 107                                                  107
 Stock options exercised                                         563                                                  563
                                                     -----  --------     --------  --------      --------        --------

Balance at June 30, 2004                             $  31  $ 35,506    $ (8,527)  $ 12,875      $   (28)        $ 39,857
                                                     =====  ========    ========   ========      =======         ========

Balance at September 30, 2004                        $  32  $ 35,798    $ (8,543)  $ 13,595      $ 1,195         $ 42,077

Comprehensive income:
     Net income                                                                       2,910                         2,910
     Other comprehensive loss,
        net of tax of ($380)                                                                        (738)            (738)
     Reclassification adjustment,
        net of tax of ($159)                                                                        (308)            (308)
                                                     -----  --------    --------   --------      -------         --------
Total comprehensive income                              --       --           --      2,910       (1,046)
                                                                                                                    1,864

Cash dividends declared                                                              (1,022)                       (1,022)

10% stock dividend distribution                          3     7,577                 (7,580)                            -
Treasury stock purchased -
   54,210 shares                                                          (1,265)                                  (1,265)

Sale of stock through Dividend Reinvestment Plan                 114                                                  114

Stock options exercised, including  tax
benefit of $118                                                  520                                                  520
                                                     -----  --------    --------   --------      -------         --------

Balance at June 30, 2005                             $  35  $ 44,009    $ (9,808)  $  7,903      $    149        $ 42,288
                                                     =====  ========    ========   ========      ========        ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       -5-

<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                                  June 30, 2005

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

(2) Basis of Presentation
    ---------------------
The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles in the United  States.  However,  all 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, 2004.  The results for the three and nine month
periods ended June 30, 2005 are not  necessarily  indicative of the results that
may be  expected  for the fiscal year  ending  September  30, 2005 or any future
interim period.

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

In December 2004,  the FASB issued  Statement No. 123R,  "Share-Based  Payment."
Statement  No. 123R  revised  Statement  No. 123,  "Accounting  for  Stock-Based
Compensation,"  and supersedes APB Opinion No. 25,  "Accounting for Stock Issued
to Employees," and its related implementation guidance.  Statement No. 123R will
require  compensation  costs related to share-based  payment  transactions to be
recognized in the financial statement (with limited  exceptions).  The amount of
compensation  cost will be measured  based on the  grant-date  fair value of the
equity or liability  instruments  issued.  Compensation  cost will be recognized
over the period that an employee provides service in exchange for the award.

On April 14, 2005, the Securities and Exchange  Commission ("SEC") adopted a new
rule that amends the compliance dates for Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123R"). Under the new rule, the Company is required to adopt
SFAS No. 123R in the first annual  period  beginning  after June 15,  2005.  The
Company has not yet  determined the method of adoption or the effect of adopting
SFAS No. 123R,  and it has not  determined  whether the adoption  will result in
amounts  that are similar to the current  pro forma  disclosures  under SFAS No.
123.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB No. 107"),
"Share-Based  Payment",  providing  guidance on option  valuation  methods,  the
accounting  for income tax  effects of  share-based  payment  arrangements  upon
adoption of SFAS No.  123(R),  and the  disclosures  in MD&A  subsequent  to the
adoption.  The  Company  will  provide  SAB No. 107  required  disclosures  upon
adoption of SFAS No. 123(R) on October 1, 2005.

                                       -6-

<PAGE>

In May 2005, FASB issued SFAS 154,  "Accounting  Changes and Error Corrections."
The  Statement  requires  retroactive  application  of  a  voluntary  change  in
accounting   principle  to  prior  period  financial  statements  unless  it  is
impracticable.  SFAS 154 also requires that a change in method of  depreciation,
amortization, or depletion for long-lived, non-financial assets be accounted for
as a change in  accounting  estimate  that is affected by a change in accounting
principle.  SFAS 154 replaces APB Opinion 20, "Accounting  Changes," and SFAS 3,
"Reporting Accounting Changes in Interim Financial Statements." SFAS 154 will be
effective for accounting  changes and corrections of errors made in fiscal years
beginning  after  December 15, 2005.  The Company  believes that adoption of the
provisions  of SFAS 154 will not have a  material  impact  on its'  consolidated
financial statements.

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

At June 30,  2005,  the Company had several  stock-based  employee  and director
compensation  plans, which are described in Note 13 in the Company's 2004 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 net 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 nine months
                                                             ended June 30,          ended June 30,
                                                             --------------          --------------
                                                            2005         2004         2005      2004
                                                         ---------    ---------    ---------   -------
<S>                                                     <C>          <C>          <C>         <C>
Net income, as reported                                  $    941    $   1,114    $   2,910   $   3,281
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        (11)         (16)        (115)       (161)
                                                         ---------    ---------    ---------   ---------

Pro forma net income                                     $    930    $   1,098    $   2,795    $  3,120
                                                         ========    =========    =========    ========

Earnings per share:
  Basic - as reported                                    $    .32    $     .38    $     .99    $   1.12
  Basic - pro forma                                      $    .32    $     .37    $     .95    $   1.06
  Diluted - as reported                                  $    .31    $     .37    $     .95    $   1.07
  Diluted - pro forma                                    $    .31    $     .36    $     .91    $   1.02
</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  distributed on May
26, 2005 and May 26, 2004.  The following  table sets forth the  computation  of
basic and diluted  earnings per share  (amounts in  thousands,  except per share
data):

<TABLE>
<CAPTION>
                                              Three Months Ended            Nine Months Ended
                                                   June 30,                     June 30,
                                              ------------------            -----------------
                                                 2005     2004                 2005     2004
                                               ------   ------               ------   ------
<S>                                           <C>      <C>                  <C>      <C>
Numerator:
Net Income                                     $  941   $1,114               $2,910   $3,281
                                               ------   ------               ------   ------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares               2,925    2,936                2,926    2,942
Effect of dilutive securities:
  Employee stock options                          138      113                  138      121
                                               ------   ------               ------   ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                3,063    3,049                3,064    3,063
                                               ------   ------               ------   ------

Basic earnings per share                       $  .32   $  .38               $  .99   $ 1.12
                                               ------   ------               ------   ------

Diluted earnings per share                     $  .31   $  .37               $  .95   $ 1.07
                                               ------   ------               ------   ------

</TABLE>
                                       -8-

<PAGE>

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

                                                   June 30,  September 30,
                                                     2005       2004
                                                  ---------   -------
First mortgage loans:
               Conventional:
                   1-4 family dwellings          $ 143,962    $ 109,991
                   Multi-family dwellings           10,440       12,191
               Commercial                           53,889       50,334
               Construction:
                   Residential                      26,838       29,220
                   Commercial                        7,384        7,211
                                                 ---------    ---------
                                                   242,513      208,947
                                                 ---------    ---------
Less:          Loans in process                    (23,610)     (23,409)
               Unearned discounts and fees            (531)        (612)

Installment loans:
               Home equity                          72,604       71,547
               Consumer loans                        1,083        1,749
               Other                                 2,783        2,853
                                                 ---------    ---------
                                                    76,470       76,149
                                                 ---------    ---------
Commercial business loans and leases:
               Commercial business loans            32,894       30,872
               Commercial leases                       556        1,210
                                                 ---------    ---------
                                                    33,450       32,082
                                                 ---------    ---------

Less:  Allowance for loan losses                    (2,540)      (2,609)
                                                 ---------    ---------

               Loans receivable, net             $ 325,752    $ 290,548
                                                 ---------    ---------

                                       -9-

<PAGE>

(7) Allowance for Loan Losses
    -------------------------
Changes in the allowance for loan losses for the nine months ended June 30, 2005
and the fiscal year ended  September 30, 2004 are as follows  (dollar amounts in
thousands):

                                                    June 30,       September 30,
                                                      2005             2004
                                                      ----             ----
        Balance at beginning of period              $ 2,609          $ 3,091
        Provision for loan losses                       425              275
        Charge-offs                                    (545)            (819)
        Recoveries                                       51               62
                                                    -------          -------
        Balance at end of period                    $ 2,540           $2,609
                                                    -------           ------

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 June 30, 2005,  the recorded  investment  in loans that are  considered to be
impaired  under SFAS No. 114 was $2.0  million  compared to $3.0 million at June
30, 2004. Included in the current amount is $633,000 of impaired loans for which
the related  allowance for loan losses is $40,000,  and $1.3 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 nine months  ended June 30, 2005 was $2.3 million
compared to $2.5  million  for the same  period in the prior year.  For the nine
months ended June 30, 2005, the Company recognized $40,000 of interest income on
impaired  loans  using  the  cash  basis  of  income  recognition.  The  Company
recognized  $72,000 of income on  impaired  loans  during the nine month  period
ended June 30, 2004.

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

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

<TABLE>
<CAPTION>
                                                                     Three Months Ended     Nine Months Ended
                                                                            June 30,             June 30,
                                                                       2005       2004       2005       2004
                                                                    -----------------------------------------

<S>                                                                <C>        <C>        <C>        <C>
Net Income                                                          $   941    $ 1,114    $ 2,910    $ 3,281

Unrealized holding gains (losses) on securities
available for sale, net of taxes                                        718     (2,588)      (738)    (1,659)

Reclassification adjustment for (gains) losses
included in net income, net of taxes                                    (52)       (44)      (308)      (380)
                                                                    -------    -------    -------    -------
Comprehensive income/(loss)                                         $ 1,607    $(1,518)   $ 1,864    $ 1,242
                                                                    =======    =======    =======    =======
</TABLE>

                                      -10-

<PAGE>

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

The Company  performed its annual  goodwill  impairment  test during the quarter
ended March 31, 2005 and it was determined that no adjustments were required.

(10) Guarantees
     ----------

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 June 30, 2005
and 2004 for guarantees under standby letters of credit issued is not material.

                                      -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.

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

Note  1 on  pages  10  through  17  of  the  Company's  2004  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
8 "Allowance for Loan Losses" on page 10 above. In addition,  further discussion
of the estimates used in determining  the allowance for loan losses is contained
in the  discussion on "Provision  for Loan Losses" on pages 17 and 18 herein and
page 49 of the  Company's  2004  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  2004  Annual  Report  to
Shareholders and Note 3 "New Accounting Standards" on pages 6 and 7 above.

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

Total assets of the Company increased $42.8 million,  or 6.8%, to $670.7 million
at June 30, 2005 from $627.9 million at September 30, 2004.  Significant changes
in individual  categories include an increase in net loans of $35.2 million,  an
increase in securities  available-for-sale  of $4.7 million,  and an increase in
securities  held-to-maturity  of $2.5  million.  The  increase  in net loans was
driven primarily by a $34.0 million increase in conventional  one-to-four family
mortgages.

Total  liabilities of the Company  increased  $42.6 million,  or 7.3%, to $628.4
million at June 30, 2005 from $585.8 million at September 30, 2004.  Significant
changes  include an increase  in  short-term  borrowings  of $26.5  million,  an
increase in  deposits of $7.2  million,  an increase in  long-term  debt of $3.3
million, an increase in repurchase  agreements of $2.9 million,  and an increase
in advance payments by borrowers for taxes and insurance of $1.9 million.

                                      -12-

<PAGE>


Stockholders'  equity  increased  $211,000  or .5% to $42.3  million at June 30,
2005,  compared to $42.1 million at September 30, 2004. This result reflects net
income for the  nine-month  period ended June 30, 2005 of $2.91  million,  stock
options  exercised of $520,000  (including  tax benefit of $118,000),  and stock
issued  under the  Dividend  Reinvestment  Plan of  $114,000.  Offsetting  these
increases were common stock cash dividends paid of $1.02 million, treasury stock
purchased of $1.26 million,  and a decrease of accumulated  other  comprehensive
income of $1.05 million.  Accumulated other comprehensive  income decreased from
September  30,  2004 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.  Management does not consider the unrealized  losses at June
30, 2005, to be other than  temporary.  An impairment  write down of $43,000 was
charged to expense  during  the  current  fiscal  period  based on  management's
determination  that the  impairment on a government  agency equity  security was
considered other than temporary based on the regulatory sanctions imposed on the
agency.  Because of interest rate volatility,  the Company's  accumulated  other
comprehensive  income could  materially  fluctuate for each interim and year-end
period.  Approximately  $3.4 million of the balances in retained  earnings as of
June 30, 2005 and September 30, 2004 represent base year bad debt deductions for
tax purposes only, as they are considered restricted accumulated earnings.

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  restructurings at the
dates presented (dollar amounts in thousands).

<TABLE>
<CAPTION>
                                                                        June 30,     September 30,
                                                                          2005          2004
                                                                          ----          ----
<S>                                                                    <C>            <C>
        Non-accrual residential real estate loans
            (one-to-four family)                                         $ 376          $ 777

        Non-accrual construction, multi family
            residential and commercial real estate loans                   252            269

        Non-accrual installment loans                                      337            530

        Non-accrual commercial business loans                            1,708          2,071
                                                                         -----          -----

        Total non-performing loans                                      $2,673         $3,647
                                                                        ======         ======

        Total non-performing loans as a percent of
            net loans receivable                                           .82%          1.26%
                                                                          ====          =====

        Total foreclosed real estate                                    $1,274         $1,517
                                                                        ======         ======

        Total non-performing loans and foreclosed real estate as a
        percent of total assets                                            .59%           .82%
                                                                          ====           ====
</TABLE>

Included  in  non-performing   loans  at  June  30,  2005  are  7  single-family
residential  real estate loans totaling  $376,000,  three commercial real estate
loans totaling $252,000, 17 home equity and installment loans totaling $337,000,
and 10 commercial business loans totaling $1.7 million.

                                      -13-

<PAGE>

At June 30, 2005,  the Company had an allowance  for loan losses of $2.5 million
or .78% of net loans receivable,  as compared to an allowance of $2.6 million or
..90% of net loans  receivable  at September  30, 2004.  The  allowance  for loan
losses equals 95.0% of  non-performing  loans at June 30, 2005 compared to 71.5%
at  September  30,  2004.  While the  allowance  for loan  losses has  decreased
slightly,  management  believes the balance is adequate based on its analysis of
quantitative  and  qualitative  factors  as of June  30,  2005.  Management  has
evaluated its entire loan portfolio,  including these non-performing  loans, and
the overall  allowance  for loan losses and is satisfied  that the allowance for
losses on loans at June 30, 2005 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.

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.

                                      -14-

<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Nine Months Ended June 30, 2005 and 2004
           ----------------------------------------------------------

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

Net  income for the three  months  ended June 30,  2005 was  $941,000  ($.31 per
diluted  share)  compared to $1.11 million ($.37 per diluted share) for the same
period in 2004,  a decrease  of  $173,000  or 15.5 %. The  decrease  reflects an
increase in the provision for loan losses of $150,000, or 200.0%, an increase in
other operating  expenses of $72,000,  or 2.5%, and an increase in the provision
for income taxes of $82,000, or 37.6%. Partially offsetting these factors was an
increase  in net  interest  income of $91,000 or 2.7% and an  increase  in other
income of $40,000, or 4.4%.

Net income for the nine months ended June 30, 2005 was $2.91  million  ($.95 per
diluted share)  compared to $3.28 million ($1.07 per diluted share) for the same
period in 2004,  a decrease  of  $371,000  or 11.3%.  The  decrease  reflects an
increase in the provision  for loan losses of $225,000 or 112.5%,  a decrease in
other income of $83,000,  or 2.8%,  an increase in other  operating  expenses of
$531,000,  or 6.1%, and an increase in the provision for income taxes of $53,000
or 7.6%.  Partially  offsetting  these  factors was an increase in net  interest
income of $521,000 or 5.3%.

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,
decreased  to 2.24% in the three  months  ended June 30,  2005 from 2.31% in the
same period in 2004 as a result of the average yield on total  interest  earning
assets   increasing  less  than  the  average  rate  paid  on   interest-bearing
liabilities.  The following  table shows the average yields earned on the 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
                                                                                        June 30,
                                                                                2005              2004
                                                                                ----              ----
<S>                                                                           <C>                <C>
        Average yield on:
          Mortgage loans                                                        6.04%             6.31%
          Mortgage-backed securities                                            3.98              3.51
          Installment loans                                                     5.94              5.82
          Commercial business loans and leases                                  6.25              5.73
          Interest -earning deposits with other institutions,
          investment securities, and FHLB stock (1)                             4.63              4.31
                                                                                ----              ----
          Total interest-earning assets                                         5.19              4.99
                                                                                ----              ----
        Average rates paid on:
          Deposits                                                              2.15              2.03
          Borrowed funds                                                        4.04              3.72
                                                                                ----              ----
          Total interest-bearing liabilities                                    2.95              2.68
                                                                                ----              ----
        Average interest rate spread                                            2.24%             2.31%
                                                                                ====              ====
        Net yield on interest-earning assets                                    2.33%             2.39%
                                                                                ====              ====
</TABLE>

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

                                      -15-

<PAGE>

The Bank's  tax-equivalent  interest rate spread  decreased to 2.28% in the nine
months  ended June 30,  2005 from 2.30% in the same  period in fiscal  2004 as a
result of the average yield on total  interest  earning assets  increasing  less
than the average rate paid on interest-bearing  liabilities. The following table
shows the average  yields earned on the Bank's  interest-earning  assets and the
average  rates  paid  on  its  interest-bearing   liabilities  for  the  periods
indicated,   the  resulting  interest  rate  spreads,  and  the  net  yields  on
interest-earning assets.
                                                             Nine Months Ended
                                                                  June 30,
                                                              2005       2004
                                                              ----       ----
     Average yield on:
       Mortgage loans                                         6.02%      6.44%
       Mortgage-backed securities                             3.95       3.44
       Installment loans                                      5.85       6.00
       Commercial business loans and leases                   6.08       5.88
       Interest -earning deposits with other institutions,
       investment securities, and FHLB stock (1)              4.59       4.39
                                                              ----       ----
       Total interest-earning assets                          5.13       5.05
                                                              ----       ----
     Average rates paid on:
       Deposits                                               2.09       2.12
       Borrowed funds                                         3.88       3.82
                                                              ----       ----
       Total interest-bearing liabilities                     2.85       2.75
                                                              ----       ----
     Average interest rate spread                             2.28%      2.30%
                                                              ====       ====
     Net yield on interest-earning assets                     2.37%      2.37%
                                                              ====       ====

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

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

Interest  on loans  increased  $454,000  or 10.5% to $4.8  million for the three
months  ended June 30,  2005,  compared to the same period in 2004.  Interest on
loans increased $733,000 or 5.6% to $13.7 million for the nine months ended June
30, 2005. The increase for both periods reflects an increase in the average loan
balance  outstanding  during 2005 partially  offset by a decrease in the average
yield earned on the loan portfolio.

Interest  on  mortgage-backed  securities  increased  $237,000  or 21.1% to $1.4
million for the three months ended June 30, 2005, compared to the same period in
2004. Interest on mortgage-backed securities increased $877,000 or 27.2% to $4.1
million for the nine months ended June 30,  2005.  The increase for both periods
reflects an increase in the average balance of mortgage-backed  securities owned
in the  period  as  well as an  increase  in the  average  yield  earned  on the
portfolio.

Interest  on  interest-bearing  demand  deposits  with  other  institutions  and
investment  securities  was unchanged at $1.87 million for both the three months
ended June 30,  2005 and June 30,  2004.  Interest  on  interest-bearing  demand
deposits with other institutions and investment securities decreased $198,000 or
3.5% to $5.5 million for the nine months ended June 30, 2005, as compared to the
same period in 2004. The decrease  reflects a decrease in the average balance in
the  portfolio  partially  offset by an  increase  in the yield  earned on these
investments.

                                      -16-

<PAGE>

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

Interest  on  deposits  increased  $118,000  or  6.4% to  $2.0  million  for the
three-month  period ended June 30, 2005, as compared to the same period in 2004.
The  increase  reflects  both an increase in the cost of these  deposits  and an
increase  in the average  balance of  deposits.  Interest on deposits  decreased
$141,000 or 2.4% to $5.7 million for the nine-month  period ended June 30, 2005,
as compared to the same period in 2004. The decrease  reflects a decrease in the
average  balance of deposits  as well as a decrease  in the average  cost of the
deposits.

Interest on subordinated  debt increased $51,000 for the three months ended June
30, 2005, as compared to the same period in 2004.  Interest on subordinated debt
increased  $109,000 for the nine months  ended June 30,  2005.  The increase for
both  periods  reflects an increase  in the cost of these  debentures  while the
average balance remained unchanged.

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 $464,000 to $668,000 for the three-month
period  ended June 30,  2005,  as compared  to the same  period in fiscal  2004.
Interest on short-term  borrowings  increased $1.08 million to $1.63 million for
the nine month  period  ended  June 30,  2005.  The  increase  for both  periods
reflects an increase in the average  balance of these  borrowings  as well as an
increase in the average cost of these borrowings.

Interest on long-term debt,  including FHLB fixed rate advances and "Convertible
Select"  advances,  decreased  $34,000,  or 1.9%, to $1.72 million for the three
months  ended  June 30,  2005 as  compared  to the same  period in fiscal  2004.
Interest on long-term debt decreased $159,000, or 3.0%, to $5.17 million for the
nine months  ended June 30, 2005 as compared to the same period in fiscal  2004.
The  decrease  for both  periods  reflects a decrease in the average cost of the
debt, partially offset by an increase in the average balance of the debt.

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

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

The Company's net interest income increased $91,000 or 2.7% to $3.5 million, for
the three month period  ended June 30,  2005,  as compared to the same period in
2004.  The Company's  net interest  income  increased  $521,000 or 5.3% to $10.4
million, for the nine months ended June 30, 2005, as compared to the same period
in 2004.  The increase is  attributable  to an increase in net  interest-earning
assets, partially offset by a decreased interest rate spread.

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

The provision for loan losses  increased to $225,000 for the three-month  period
ended June 30, 2005, as compared to $75,000 for the same period in 2004. At June
30, 2005, the allowance for loan losses decreased  $69,000 to $2.54 million from
$2.61  million at September  30, 2004.  Net loan  charge-offs  were $129,000 and
$132,000 for the three months  ended June 30, 2005 and 2004,  respectively.  Net
loan  charge-offs  were $494,000 and $381,000 for the nine months ended June 30,
2005 and 2004, respectively.

                                      -17-

<PAGE>

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  $40,000 or 4.4% to $940,000,  and
decreased  $83,000 or 2.8% to $2.85 million for the three and nine month periods
ended June 30, 2005, respectively, as compared to the same periods in 2004.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous loan fees,  decreased $12,000 or 10.6% to $101,000,  and decreased
$16,000 or 5.6% to $267,000 for the three and nine month  periods ended June 30,
2005, as compared to the same periods in 2004.

Net gains on the sales of securities were $79,000 and $510,000 for the three and
nine month  periods  ended June 30,  2005,  as  compared to gains of $67,000 and
$576,000  in the same  periods  in fiscal  2004.  Such  sales were made from the
available-for-sale  portfolio as part of management's asset/liability management
strategies.

Write downs of securities were $43,000 for the nine-month  period ended June 30,
2005. An impairment  write down was charged to expense  during the quarter ended
March 31, 2005 based on  management's  determination  that the impairment on its
holding  of a  government  agency  equity  security  was  considered  other than
temporary based on the regulatory sanctions imposed on the agency. There were no
such write-downs during the three months ended June 30, 2005 or the prior fiscal
periods.

Gain on the sale of loans was $11,000  and $25,000 for the three and  nine-month
periods ended June 30, 2005, as compared to gains of $13,000 and $41,000 for the
same periods in fiscal 2004. The  nine-month  period ended June 30, 2005 results
include the sale of  approximately  $1.7  million of fixed  rate,  single-family
mortgage loans,  compared to $1.8 million of similar loan sales during the prior
fiscal period.

Deposit  service  charges and fees were  relatively  unchanged for the three and
nine-month periods ended June 30, 2005 as compared to the same periods in fiscal
2004.

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

Total operating  expenses for the three-month period ended June 30, 2005 totaled
$2.95  million  compared to $2.88  million  for the same  period in 2004.  Total
operating  expenses for the nine-month  period ended June 30, 2005 totaled $9.19
million  compared  to $8.66  million  for the same  period in fiscal  2004.  The
increase for the three-month period is primarily  attributable to an increase in
compensation and benefits expense. The increase for the nine-month period is due
primarily  to  a  loss  recognized  on a  customer  fraud  and  an  increase  in
compensation  and benefits  expense,  partially  offset by a decrease in the net
loss on foreclosed real estate and a decrease in other operating expenses.


                                      -18-

<PAGE>

Included in other operating  expenses for the quarter ended June 30, 2005, was a
pre-tax charge of $430,000  related to a check kiting fraud  discovered in March
2005 attributable to one business  customer.  While a portion or all of the loss
may ultimately be recovered,  the customer was unable to provide  restitution or
adequate  collateral  at this time and the timing and amount of any  recovery is
therefore uncertain.

Compensation and benefits  expense was $1.92 million for the three-month  period
ended June 30,  2005  compared  to $1.81  million  for the same  period in 2004.
Compensation  and benefits  expense was $5.56  million for the nine month period
ended June 30, 2005 compared to $5.33  million for the same period in 2004.  The
increase  in both  periods  is due  primarily  to normal  salary  increases  for
employees and increases in the cost of health insurance.

Net loss on  foreclosed  real estate was $13,000 and $33,000 for the three month
periods ended June 30, 2005 and 2004, respectively.  Net loss on foreclosed real
estate was $96,000 and $146,000 for the nine month  periods  ended June 30, 2005
and 2004,  respectively.  The  results  reflect  the costs  associated  with the
holding and disposition of properties during the periods.  At June 30, 2005, the
Bank had 17 single-family  residential properties, 15 of which were owned by the
same  borrower  as  investment  properties,  and three  commercial  real  estate
properties classified as foreclosed real estate.

Other operating expenses were $562,000 for the three-month period ended June 30,
2005 compared to $581,000 for the same period in 2004. Other operating  expenses
were $1.72  million for the  nine-month  period ended June 30, 2005  compared to
$1.81  million for the  nine-month  period ended June 30, 2004.  The decrease in
both periods is attributed to a decrease in the service charges on the Company's
bank  accounts,  a decrease  in the  balances  of NOW  accounts  charged  off, a
decrease  in legal  expense,  a decrease  in cash over and short  expenses,  and
expenses  related to the  operation of the  Company's  ATM  machines,  partially
offset by an  increase  in  consulting  fees and an increase in the ATM over and
short expenses.

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

Total  income tax expense  for the  three-month  period  ended June 30, 2005 was
$300,000 compared to $218,000 for the same 2004 period.  The effective tax rates
for the  three-month  periods  ended June 30,  2005 and 2004 were  approximately
24.2% and 16.4%,  respectively.  Total  income tax  expense  for the  nine-month
period ended June 30, 2005 was $755,000 compared to $702,000 for the same fiscal
2004 period.  The effective tax rates for the nine-month  periods ended June 30,
2005 and 2004 were  approximately  20.6%  and  17.6%,  respectively.  Tax-exempt
income includes income earned on certain municipal  investments that qualify for
state and/or federal income tax exemption;  income earned by the Bank's Delaware
subsidiary  which is not subject to state income tax, and earnings on Bank-owned
life  insurance  policies  which are exempt  from  federal  taxation.  State and
federal  tax-exempt  income for the  three-month  period ended June 30, 2005 was
$2.1 million and $419,000, respectively,  compared to $1.9 million and $463,000,
respectively,  for the three-month period ended June 30, 2004. State and federal
tax-exempt income for the nine-month period ended June 30, 2005 was $6.1 million
and $1.3  million,  respectively,  compared to $6.3  million  and $1.5  million,
respectively, for the nine-month period ended June 30, 2004.

                                      -19-

<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
2003.  The Preferred  Securities  may comprise up to 25% of the Company's Tier 1
capital.  Total capital  includes Tier 1 capital and other forms of capital such
as the allowance for loan losses, subject to limitations, and subordinated debt.
The guidelines  establish a minimum standard  risk-based  target ratio of 8%, of
which at least 4% must be in the form of Tier 1 capital.  At June 30, 2005,  the
Company had Tier 1 capital as a percentage of risk-weighted assets of 12.64% and
total risk-based capital as a percentage of risk-weighted assets of 13.30%.

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum  ratio of Tier 1 capital as a  percentage  of average  total assets (the
"Leverage  Ratio") of 3% for bank holding  companies that meet certain criteria,
including  that they  maintain  the highest  regulatory  rating.  All other bank
holding companies are required to maintain a Leverage Ratio of at least 4% or be
subject to prompt  corrective  action by the Federal Reserve.  At June 30, 2005,
the Company had a Leverage Ratio of 7.61%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other  institutions.  At June 30, 2005,  the Bank  complied with the minimum
leverage  ratio  having  Tier 1 capital of 7.58% of  average  total  assets,  as
defined.

The Bank is also  required to maintain a ratio of  qualifying  total  capital to
risk-weighted assets and off-balance sheet items of a minimum of 8%. At June 30,
2005, the Bank's total capital to  risk-weighted  assets ratio  calculated under
the FDIC capital requirement was 12.34%.

Liquidity
---------

The Company's primary sources of funds have historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent, loans. At June 30, 2005, the total of approved loan commitments amounted
to $8.4 million. In addition,  the Company had $23.6 million of undisbursed loan
funds at that date. The amount of savings  certificates  which mature during the
next twelve months totals  approximately $60.9 million, a substantial portion of
which  management  believes,  on the  basis of prior  experience  as well as its
competitive pricing strategy, will remain in the Company.

                                      -20-

<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>
                                                            June 30,   September 30,
                                                              2005        2004
                                                              ----        ----
                                                               (in thousands)
<S>                                                      <C>             <C>
    Commitments to grant loans                            $    8,440      $  13,133
    Unfunded commitments under lines of credit                39,214         36,092
    Financial and performance standby letters of credit          295            175
</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 June 30, 2005
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 June 30,
         2005 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, 2004.

                                      -21-

<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.  Unregistered Sales of Equity Securities and Use of Proceeds

         Not Applicable


Item 3.  Defaults Upon Senior Securities

         Not Applicable


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

         None


Item 5.  Other Information

         (a) Not applicable.

         (b) Not applicable.


                                      -22-

<PAGE>

Item 6.  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 June 30, 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)
          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)
          10.15 2005 Stock-Based Incentive Plan (11)
          20.1  Dividend Reinvestment Plan (12)
          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

*      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.

                                      -23-



<PAGE>

(1)  Incorporated by reference from the exhibits  attached to the Prospectus and
     Proxy Statement of the Company  included in its  Registration  Statement on
     Form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
     (the "Registration Statement").
(2)  Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on August 14, 2002.
(3)  Incorporated by reference from Form 8-A filed June 30, 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 from an exhibit in Form S-8 filed with the SEC on
     March 7, 2005.
(12) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.

                                      -24-



<PAGE>

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




                                      FIDELITY BANCORP, INC.



Date:   August 12, 2005               By:  /s/ Richard G. Spencer
                                           -------------------------------------
                                           Richard G. Spencer
                                           President and Chief Executive Officer


Date:   August 12, 2005               By:  /s/ Lisa L. Griffith
                                           -------------------------------------
                                           Lisa L. Griffith
                                           Sr. Vice President and Chief
                                           Financial Officer

                                      -25-