U.S. Securities and Exchange Commission

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

         For the quarterly period ended March 31, 2000
                                        --------------

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

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

                         Commission file number 0-22288
                                                --------
                             Fidelity Bancorp, Inc.
                             ----------------------
             (Exact name of registrant as specified in its charter)

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

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

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

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

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been  subject to such  filing  requirements  for the past 90 days.
Yes  X      No
    ---        ---
                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,900,248 shares, par value
                                                     ---------------------------
$0.01, at April 30, 2000
------------------------


<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                     Index
<TABLE>
<CAPTION>

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

Item 1.        Financial Statements (Unaudited)

               Consolidated Statements of Financial Condition as of September 30, 1999 and March 31, 2000                       1

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

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

               Consolidated  Statements of Changes in Stockholders' Equity for the Six Months Ended March 31, 1999 and          5
               2000

               Notes to Consolidated Financial Statements                                                                       6

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

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                                      16


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

Item l.        Legal Proceedings                                                                                               17

Item 2.        Changes in Securities                                                                                           17

Item 3.        Defaults Upon Senior Securities                                                                                 17

Item 4.        Submission of Matters to a Vote of Security Holders                                                             17

Item 5.        Other Information                                                                                               17

Item 6.        Exhibits and Reports on Form 8-K                                                                             17-18

Signatures                                                                                                                     19
</TABLE>


<PAGE>
Part I - Financial Information
Item 1 - Financial Statements
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Financial Condition (Unaudited)
           ----------------------------------------------------------
                       (in thousands except share data)
<TABLE>
<CAPTION>
                                                                 March 31,          September 30,
              Assets                                              2000                  1999
              ------                                            -----------         ------------
<S>                                                           <C>                 <C>
Cash and amounts due from
   depository institutions                                         $6,086              $4,304
Interest-earning demand deposits with
other institutions                                                    794                 364
Investment securities held-to-maturity                              6,836               3,625
Investment securities available-for-sale                           83,281              77,737
Loans receivable, net  (Notes 5 and 6)                            297,454             275,958
Mortgage-backed securities held-to-maturity                        13,973              13,400
Mortgage-backed securities available-for-sale                      76,438              82,850
Real estate owned, net                                                324                 107
Federal Home Loan Bank stock - at cost                              9,638               8,795
Accrued interest receivable, net                                    2,972               2,886
Office premises and equipment, net                                  4,636               4,700
Deferred tax asset                                                  3,728               3,155
Prepaid expenses and other assets                                   4,991               4,662
                                                               ----------          ----------
       Total Assets                                            $  511,151          $  482,543
                                                               ==========          ===========
         Liabilities and Net worth
         -------------------------
Liabilities:
   Savings and time deposits                                     $276,493            $269,118
   Federal Home Loan Bank advances                                188,724             170,600
   Reverse repurchase agreements and other
      borrowings                                                    3,954               3,041
   Advance deposits by borrowers for
      taxes and insurance                                           2,857               1,298
   Accrued interest on savings and other deposits                   1,194               1,153
   Accrued income taxes payable                                       428                 199
   Other accrued expenses and liabilities                           1,240                 838
   Guaranteed preferred beneficial interest in
       Company's debentures                                        10,250              10,250
                                                               ----------          ----------
       Total Liabilities                                       $  485,140             456,497
                                                               ----------          ----------

Stockholders' equity (Notes 3 and 4):
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,000,945
      and 1,989,883 shares issued, respectively                        20                  20
   Treasury stock, at cost - 106,575 and  55,575 shares            (1,680)               (953)
   Additional paid-in capital                                      14,413              14,305
   Retained earnings - substantially restricted                    18,432              16,736
   Accumulated other comprehensive income (loss), net
      of tax                                                       (5,174)             (4,062)
                                                               ----------          ----------
       Total Stockholders' Equity                                  26,011              26,046
                                                               ----------          ----------
       Total Liabilities and Stockholders' Equity              $  511,151           $ 482,543
                                                               ==========          ==========
</TABLE>
See accompanying notes to financial statements.

                                       -1-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                  Consolidated Statements of Income (Unaudited)
                  ---------------------------------------------
                      (in thousands, except per share data)
<TABLE>
<CAPTION>
                                                   Three Months Ended          Six Months Ended
                                                         March 31,                  March 31,
                                                         ---------                  ---------
                                                   2000          1999        2000            1999
                                                   ----          ----        ----            ----
Interest income:
<S>                                           <C>          <C>          <C>             <C>
   Loans                                          $5,665        $4,612      $11,197         $9,291
   Mortgage-backed securities                      1,536         1,709        3,084          3,350
   Investment securities                           1,528         1,123        2,892          2,186
   Deposits with other institutions                    7             7           17             20
                                                --------      --------     --------      ---------
      Total interest income                        8,736         7,451       17,190         14,847
                                                --------      --------     --------      ---------
Interest expense:
   Savings deposits                                2,644         2,621        5,187          5,449
   Guaranteed preferred beneficial interest
      in subordinated debt                           256           256          512            512
   Borrowed funds                                  2,768         1,751        5,202          3,293
                                                --------      --------     --------      ---------
    Total interest expense                         5,668         4,628       10,901          9,254
                                                --------      --------     --------      ---------
Net interest income before provision
   for loan losses                                 3,068         2,823        6,289          5,593
Provision for loan losses                            120           100          240            205
                                                --------      --------     --------      ---------
Net interest income after provision
   for loan losses                                 2,948         2,723        6,049          5,388
                                                --------      --------     --------      ---------
Other income:
  Loan service charges and fees                       39            28           98             73
  Gain (loss) on sale of investment
      and mortgage-backed securities, net             86            74           84             74
  Gain (loss) on sale of loans                         3             1            5              5
  Deposit service charges and fees                   154           121          325            247
  Other operating income                             201           194          403            344
                                                --------      --------     --------      ---------
     Total other income                              483           418          915            743
                                                --------      --------     --------      ---------
Operating expenses:
   Compensation and employee benefits              1,200         1,183        2,431          2,375
   Occupancy and equipment expense                   174           209          344            419
   Depreciation and amortization                     146           149          287            295
   Federal insurance premiums                         14            40           54             78
  (Gain) loss on real estate owned, net                3             6           24            (39)
   Other operating expenses                          492           484          938            929
                                                --------      --------     --------      ---------
      Total operating expenses                     2,029         2,071        4,078          4,057
                                                --------      --------     --------      ---------
Income before income tax provision                 1,402         1,070        2,886          2,074

Income tax provision                                 389           286          808            587
                                                --------      --------     --------      ---------
Net income                                      $  1,013      $    784     $  2,078      $   1,487
                                                ========      ========     ========      =========
Basic earnings per common share (Note 3)        $   0.54      $   0.40     $   1.09      $    0.75
                                                ========      ========     ========      =========
Diluted earnings per common share (Note 3)      $   0.53      $   0.39     $   1.08      $    0.73
                                                ========      ========     ========      =========
Dividends per common share                      $   0.10      $   0.09     $   0.20      $    0.18
                                                ========      ========     ========      =========
</TABLE>
See accompanying notes to financial statements.
                                       -2-

<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows (Unaudited)
                -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                            Six Months Ended March 31,
                                                                            --------------------------
                                                                               2000          1999
                                                                               ----          ----
Operating Activities:
--------------------
<S>                                                                      <C>          <C>
     Net income                                                              $ 2,078      $ 1,487
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                                               240          205
         (Gain) loss on real estate owned                                         24          (39)
         Depreciation of premises and equipment                                  287          295
         Deferred loan fee amortization                                          (82)        (158)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                 97          196
         Net (gain) loss on sale of investment securities                        (84)        (127)
         Net (gain) loss on sale of mortgage-backed securities                     -           53
         Net (gain) loss  on sale of loans                                        (5)          (5)
         Origination of loans held-for-sale                                        -         (477)
         Proceeds from sale of loans held-for-sale                                 -          479
         (Increase) decrease in interest receivable                              (86)         (94)
         Increase (decrease) in accrued income taxes                             229         (171)
         Increase (decrease) in interest payable                                  41          (56)
         Other changes, net                                                     (167)         555
                                                                            --------     --------

        Net cash provided (used) by operating activities                       2,572        2,143
                                                                            --------     --------
Investing Activities:
--------------------
     Proceeds from sales of investment securities available-for-sale           2,223        1,558
     Proceeds from maturities and principal repayments of
        Investment securities available-for-sale                               1,002        9,008
     Purchases of investment securities available-for-sale                    (9,282)     (26,375)
     Proceeds from sales of mortgage-backed securities available-for-sale          -        3,171
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                   5,253       15,342
     Purchases of mortgage-backed securities available-for-sale                    -      (33,515)
     Proceeds from maturities and principal repayments of investment
        securities held-to-maturity                                                -        5,000
     Purchases of investment securities held-to-maturity                      (3,211)      (2,004)
     Purchases of mortgage-backed securities held-to-maturity                 (1,974)           -
     Proceeds from principal repayments of mortgage-backed
       securities held-to-maturity                                             1,375        4,201
     Net (increase) decrease in loans                                        (22,347)     (21,738)
     Proceeds from sale of other loans                                           698          251
     Additions to office premises and equipment                                 (223)        (746)
  Net purchases of FHLB Stock                                                   (843)      (2,307)
                                                                            --------     --------

  Net cash provided (used) by investing activities                           (27,329)     (48,154)
                                                                            --------     --------
</TABLE>
                                       -3-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Cash Flows (Unaudited) (Cont'd.)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                            Six Months Ended March 31,
                                                               2000         1999
                                                               ----         ----
Financing Activities:
--------------------

<S>                                                     <C>          <C>
Net increase (decrease) in savings and time deposits          7,375        2,838

Increase (decrease) in reverse repurchase agreements and
  other borrowings                                              912          724

Net increase (decrease) in FHLB advances                     18,124       45,300

Increase in advance payments by borrowers for
  taxes and insurance                                         1,559        1,239

Cash dividends paid                                            (382)        (357)

Stock options exercised                                          65           52

Proceeds from sale of stock                                      43           28

Purchase of treasury stock                                     (727)         (89)
                                                           --------     --------


Net cash provided (used) by financing activities             26,969       49,735
                                                           --------     --------


Increase (decrease) in cash and cash equivalents              2,212        3,724


Cash and cash equivalents at beginning of period              4,668        3,152
                                                           --------     --------


Cash and cash equivalents at end of period                 $  6,880     $  6,876
                                                           ========     ========


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

Cash paid during the period for:

  Interest on deposits and other borrowings                $ 10,861     $  9,195

  Income taxes                                             $    579     $    750

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

See accompanying notes to financial statements.

                                       -4-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
      Consolidated Statement of Changes in Stockholders' Equity (Unaudited)

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

<S>                                  <C>       <C>         <C>         <C>       <C>       <C>
Balance at September 30, 1998         $    20   $ 14,168    $     0     $ 14,106  $   727   $ 29,021
Comprehensive income:
     Net income                                                            1,487               1,487
     Other comprehensive loss,
       net of tax of ($440)                                                          (854)      (854)
                                      -------   --------    -------     --------  -------   --------
Total comprehensive income (loss)           -          -          -        1,487     (854)       633


Cash dividends paid                                                         (357)               (357)
Treasury stock purchased -
   5,000 shares                                                 (89)                             (89)
 Sale of stock through Dividend
    Reinvestment Plan                                 28                                          28

 Stock options exercised                              52                                          52
                                      -------   --------    -------     --------  -------   --------
Balance at March 31, 1999             $    20   $ 14,248    $   (89)    $ 15,236  $  (127)  $ 29,288
                                      =======   ========    =======     ========  =======   ========


Balance at September 30, 1999         $    20   $ 14,305    $  (953)    $ 16,736  $(4,062)  $ 26,046

Comprehensive income:
     Net income                                                            2,078               2,078
     Other comprehensive loss,
       net of tax of ($572)                                                        (1,112)    (1,112)
                                      -------   --------    -------     --------  -------   --------
Total comprehensive income (loss)           -          -          -        2,078   (1,112)       966

    Cash dividends paid                                                     (382)               (382)

    Treasury stock purchased -
       51,000 shares                                           (727)                            (727)

    Sale of stock through Dividend
       Reinvestment Plan                              43                                          43

  Stock options exercised                             65                                          65
                                      -------   --------    -------     --------  -------   --------
Balance at March 31, 2000             $    20    $14,413    $(1,680)    $ 18,432  $(5,174)  $ 26,011
                                      =======   ========   ========     ========  =======   ========

</TABLE>
                                       -5-

<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                      September 30, 1999 and March 31, 2000

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

(2) Basis of Presentation
    ---------------------
The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles.  However, all normal recurring adjustments, which, in the opinion of
management,  are necessary for a fair presentation of the financial  statements,
have been included.  These  financial  statements  should be read in conjunction
with  the  audited  financial  statements  and the  accompanying  notes  thereto
included in the Company's  Annual Report for the fiscal year ended September 30,
1999.  The results for the three and six month  periods ended March 31, 2000 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending September 30, 2000 or any other period.

(3) Earnings Per Share
    ------------------
Basic EPS  excludes  dilution  and is computed by dividing  income  available to
common  stockholders by the weighted average number of common shares outstanding
for the period.  Diluted EPS reflects the potential dilution that could occur if
securities or other  contracts to issue common stock were exercised or converted
into common  stock or resulted in the  issuance of common stock that then shared
in the earnings of the Company.  The following  table sets forth the computation
of basic and diluted earnings per share (amounts in thousands,  except per share
data):
<TABLE>
<CAPTION>
                                                        Three Months Ended          Six Months Ended
                                                             March 31,                  March 31
                                                        2000          1999          2000       1999
                                                       ---------------------       -----------------
<S>                                                <C>           <C>           <C>        <C>
Numerator:
Net Income                                             $1,013        $  784        $2,078     $1,487
                                                       ------        ------        ------     ------
  Numerator for basic and diluted
  earnings per share                                   $1,013        $  784        $2,078     $1,487
                                                       ------        ------        ------     ------
Denominator:
  Denominator for basic earnings per                    1,893         1,983         1,907      1,981
  share - weighted average shares
Effect of dilutive securities:
  Employee stock options                                   16            47            20         47
                                                       ------        ------        ------     ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                        1,909         2,030         1,927      2,028
                                                       ------        ------        ------     ------
Basic earnings per share                                $ .54         $ .40        $ 1.09     $  .75
                                                       ------        ------        ------     ------
Diluted earnings per share                              $ .53         $ .39        $ 1.08     $  .73
                                                       ------        ------        ------     ------

</TABLE>

                                       -6-
<PAGE>

(4) Securities
    ----------
The Company accounts for investments in debt and equity securities in accordance
with SFAS No. 115, which requires that investments be classified as either:  (1)
Securities   Held-to-  Maturity  -  reported  at  amortized  cost,  (2)  Trading
Securities  - reported at fair value,  or (3)  Securities  Available-for-Sale  -
reported   at  fair   value.   Unrealized   gains  and  losses  for   securities
available-for-sale  are reported as other comprehensive  income in stockholders'
equity. Unrealized losses of $5.2 million, net of tax, on investments classified
as available-for-sale are recorded at March 31, 2000.

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

                                                    March 31  September 30,
                                                      2000          1999
                                                   ---------- -----------
        First  mortgage loans:
                       Conventional:
                           1-4 family dwellings     $179,232    $156,112
                           Multi-family dwellings      4,025       4,007
                       Commercial                     25,943      26,513
                       Construction                   14,186      22,689
                                                    --------    --------
                                                     223,386     209,321
                                                    --------    --------
        Less:
                       Loans in process              (10,378)    (14,696)
                       Unearned discounts and fees    (1,512)     (1,453)
                                                    --------    --------
                                                     211,496     193,172
                                                    --------    --------
        Installment Loans:
                       Home equity                    52,392      51,316
                       Consumer loans                  1,737       1,802
                       Credit cards                    2,958       2,859
                       Other                           1,765       1,892
                                                    --------    --------
                                                      58,852      57,869
                                                    --------    --------
        Commercial business loans and leases:
                       Commercial business loans      24,025      22,072
                       Commercial leases               5,648       5,322
                                                    --------    --------
                                                      29,673      27,394
                                                    --------    --------

        Less:  Allowance for loan losses              (2,567)     (2,477)
                                                    --------    --------

                       Loans receivable, net        $297,454    $275,958
                                                    --------    --------

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

                                                      2000         1999
                                                    --------      ------
        Balance at beginning of the fiscal year     $  2,477      $2,243
        Provision for loan losses                        240         205
        Charge-offs                                     (171)       (113)
        Recoveries                                        21           2
                                                    --------    --------
        Balance at March 31,                          $2,567      $2,337
                                                    --------    --------
                                       -7-
<PAGE>

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

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

At March 31, 2000,  the recorded  investment in loans that are  considered to be
impaired under SFAS No. 114 was $104,000. Included in this amount is $104,000 of
impaired loans for which the related  allowance for loan losses is $10,000,  and
no impaired  loans that as a result of  write-downs do not have an allowance for
loan losses.  The average  recorded  investment in impaired loans during the six
months  ended March 31, 2000 was  $171,000.  For the six months  ended March 31,
2000,  the Company  recognized no interest  income on those impaired loans using
the cash basis of income recognition.

(7) Comprehensive Income
    --------------------
The  Company  follows  SFAS No.  130,  "Reporting  Comprehensive  Income"  which
requires  that all items that are  required to be  recognized  under  accounting
standards  as  components  of  comprehensive  income be  reported in a financial
statement  that is  displayed  with  the  same  prominence  as  other  financial
statements. SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive  income by their nature in a financial  statement  and (b) display
the accumulated balance of other  comprehensive  income separately from retained
earnings and additional  paid-in capital in the equity section of a statement of
financial  position.  For the six  months  ended  March 31,  2000 and 1999,  the
Company's total  comprehensive  income was $966,000 and $633,000,  respectively.
Total  comprehensive  income is  comprised  of net income of $2.078  million and
$1.487 million and other  comprehensive loss of ($1.112 million) and ($854,000),
net of tax,  respectively.  Other  comprehensive  income  consists of unrealized
gains  and  losses  on  investment  securities  and  mortgage-backed  securities
available-for-sale.

(8)  Acquisition
     -----------
On  February  18,  2000,  the  Company  announced  the  signing of a  Definitive
Agreement and Plan of Merger whereby Fidelity Bancorp, Inc. will acquire all the
outstanding common stock of Pennwood Bancorp,  Inc.  ("Pennwood") for $13.10 per
share in cash or  approximately  $7.5  million.  The  acquisition  is subject to
several  contingencies,  including  approval by the stockholders of Pennwood and
receipt of  regulatory  approval,  and is expected to be effective in the fourth
quarter of the Company's fiscal year. Subsequently, on May 9, 2000,Fidelity Bank
signed a definitive agreement to sell the real property, furniture, fixtures and
equipment  and to  transfer  the related  deposits of the two branch  offices of
Pennwood  located in Kittanning,  Pennsylvania  to The Farmers  National Bank of
Kittanning.  The  sale  is  contingent  on the  consummation  of  the  Company's
acquisition of Pennwood and receipt of regulatory approval.

                                       -8-
<PAGE>



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

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

The  Private  Securities  Litigation  Reform Act of 1995  contains  safe  harbor
provisions regarding forward-looking  statements.  When used in this discussion,
the words  "believes,"  "anticipates,"  "contemplates,"  "expects,"  and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties  which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest rates, risks associated with the effect of integrating newly
acquired  businesses,  the ability to control  costs and  expenses,  and general
economic conditions. Fidelity Bancorp, Inc. undertakes no obligation to publicly
release the results of any revisions to those  forward-looking  statements which
may be made to  reflect  events or  circumstances  after  the date  hereof or to
reflect the occurrence of unanticipated events.

On  February  18,  2000,  the  Company  announced  the  signing of a  Definitive
Agreement and Plan of Merger whereby Fidelity Bancorp, Inc. will acquire all the
outstanding common stock of Pennwood Bancorp,  Inc. for $13.10 per share in cash
or   approximately   $7.5  million.   The  acquisition  is  subject  to  several
contingencies, including approval by the stockholders of Pennwood and receipt of
regulatory  approval,  and is expected to be effective in the fourth  quarter of
the Company's fiscal year. Subsequently,  on May 9, 2000, Fidelity Bank signed a
definitive  agreement  to  sell  the  real  property,  furniture,  fixtures  and
equipment  and to  transfer  the related  deposits of the two branch  offices of
Pennwood  located in Kittanning,  Pennsylvania  to The Farmers  National Bank of
Kittanning.  The  sale  is  contingent  on the  consummation  of  the  Company's
acquisition of Pennwood and receipt of regulatory approval.

Comparison of Financial Condition at September 30, 1999 and March 31, 2000
--------------------------------------------------------------------------
Total assets of the Company increased $28.6 million or 5.9% to $511.2 million at
March 31, 2000 from $482.5 million at September 30, 1999. Significant changes in
individual  categories  were  increases in loans  receivable  of $21.5  million,
investment securities  available-for-sale of $5.5 million, investment securities
held-to-maturity  of $3.2 million and a decrease in  mortgage-backed  securities
available-for-sale of $6.4 million.

Total  liabilities  of the Bank  increased  by $28.6  million  or 6.3% to $485.1
million  at March 31,  2000 from  $456.5  million at  September  30,  1999.  The
increase  primarily  reflects a $18.1 million increase in Federal Home Loan Bank
advances and a $7.4 million increase in savings and time deposits.

Stockholders'  equity  decreased  $35,000  or .1% to $26.0  million at March 31,
2000,  compared to September 30, 1999.  This result  reflects net income for the
six month period ended March 31, 2000 of $2.078 million, stock options exercised
of $65,000 and stock  issued under the  Dividend  Reinvestment  Plan of $43,000.
Offsetting these increases were common stock cash dividends paid of $382,000, an
increase  accumulated  other  comprehensive  loss,  net of  tax,  on  securities
available-for-sale  of $1.1 million,  and the purchase of treasury stock at cost
for $727,000.

Non-Performing Assets
---------------------
The following table sets forth information  regarding non-accrual loans and real
estate  owned  by the  Bank at the  dates  indicated.  The Bank did not have any
accruing  loans  which  were 90 days or more  overdue  or any loans  which  were
classified as troubled debt restructuring during the periods presented.  (Dollar
amounts in thousands):
                                       -9-
<PAGE>
                                                        March 31,  September 30,
                                                          2000         1999
                                                        --------   ------------

    Non-accural residential real estate loans
        (one-to-four family)                             $ 60          $  250

    Non-accrual construction, multi family
        residential and commercial real estate loans      188           1,362

    Non-accural installment and commercial
        business loans                                    671             773
                                                       ------          ------

    Total non-performing loans                           $919          $2,385
                                                       ======          ======

    Total non-performing loans as a percent of
        net loans receivable                              .31%            .86%
                                                       ======          ======

    Total real estate owned, net of related
        reserves                                       $  324          $  107
                                                       ======          ======

    Total non-performing loans and real estate
        owned as a percent of total assets                .24%            .52%
                                                       ======          ======


Included  in  non-performing  loans at  March  31,  2000  are two  single-family
residential real estate loans totaling $60,000, two commercial real estate loans
totaling  $188,000,  18  installment  loans  totaling  $200,000,  two commercial
business loans totaling  $462,000 and two commercial  business  leases  totaling
$9,000.

At March 31, 2000,  the Bank had an allowance for loan losses of $2.6 million or
 .86% of net loans  receivable,  as compared to an  allowance  of $2.5 million or
 .90% of net loans  receivable  at September  30, 1999.  The  allowance  for loan
losses equals 279.3% of non-performing loans at March 31, 2000.

Management   has  evaluated   its  entire  loan   portfolio,   including   these
non-performing loans, and the overall allowance for loan losses and is satisfied
that the  allowance  for losses on loans at March 31, 2000 is  appropriate.  See
also "Provision for Loan Losses."

Real estate owned at March 31, 2000,  consists of one single-family  residential
property  located  in  Pittsburgh,   Pennsylvania   totaling  $170,000  and  one
commercial building located in Pittsburgh,  Pennsylvania totaling $154,000.  The
commercial  building  is  currently  under  agreement  for sale  and  management
believes  that  the  carrying   value  of  the  properties  at  March  31,  2000
approximates the fair value less costs to sell.  However,  while management uses
the best information  available to make such determinations,  future adjustments
may become necessary.

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

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

Net income for the three months ended March 31, 2000 was $1.013 million compared
to $784,000 for the same period in 1999,  an increase of $229,000 or 29.2%.  The
increase  reflects an increase in net  interest  income of $245,000 or 8.7%,  an
increase in other income of $65,000 or 15.6%,  and a decrease in other operating
expenses of $42,000 or 2.0%.  Partially offsetting these factors was an increase
in the  provision  for loan  losses of $20,000 or 20.0% and an  increase  in the
provision for income taxes of $103,000 or 36.0%.

Net income for the six months ended March 31, 2000 was $2.078  million  compared
to $1.487 million for the same period in 1999, an increase of $591,000 or 39.7%.
The increase  reflects an increase in net  interest  income of $696,000 or 12.4%
and an increase in other income of $172,000 or 23.1%. Partially offsetting these
factors was an increase in the provision for loan losses of $35,000 or 17.1%, an
increase  in other  operating  expenses of $21,000 or .5% and an increase in the
provision for income taxes of $221,000 or 37.6%.

Interest Rate Spread
--------------------
The Bank's interest rate spread,  the difference  between yields calculated on a
tax-equivalent basis on interest-earning assets and the cost of funds, decreased
to 2.46% in the three  months ended March 31, 2000 from 2.59% in the same period
in 1999.  The  following  table  shows the average  yields  earned on the Bank's
interest-earning  assets  and the  average  rates  paid on its  interest-bearing
liabilities for the periods indicated,  the resulting interest rate spreads, and
the net yields on interest-earning assets.

                                                         Three Months Ended
                                                              March 31,
                                                           2000      1999
                                                           ----      ----
        Average yield on:
          Mortgage loans                                   7.45%     7.55%
          Mortgage-backed securities                       6.71      6.09
          Installment loans                                8.11      8.09
          Commercial business loans                        8.87      8.77
          Interest -earning deposits with other
          institutions, investment securities, and
          FHLB stock (1)                                   7.27      6.57
                                                           ----      ----
          Total interest-earning assets                    7.44      7.12
                                                           ----      ----

        Average rates paid on:
          Savings deposits                                 3.91      3.96
          Borrowed funds                                   6.50      5.58
                                                           ----      ----
          Total interest-bearing liabilities               4.98      4.53
                                                           ----      ----

        Average interest rate spread                       2.46%     2.59%
                                                          =====     =====

        Net yield on interest-earning assets               2.73%     2.81%
                                                          =====     =====

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

                                     -11-
<PAGE>

The Bank's  tax-equivalent  interest  rate spread  decreased to 2.65% in the six
months  ended March 31, 2000 from 2.66% in the same period in fiscal  1999.  The
following  table shows the average yields earned on the Bank's  interest-earning
assets and the average rates paid on its  interest-bearing  liabilities  for the
periods indicated,  the resulting  interest rate spreads,  and the net yields on
interest-earning assets.
                                                      Six Months Ended March 31,
                                                          2000       1999
                                                          ----       ----
        Average yield on:
          Mortgage loans                                  7.53%        7.80%
          Mortgage-backed securities                      6.61         6.09
          Installment loans                               8.11         8.22
          Commercial business loans                       8.97         9.05
          Interest -earning deposits with other
          institutions, investment securities, and
          FHLB stock (1)                                  7.05         6.69
                                                          ----         ----
          Total interest-earning assets                   7.41         7.27
                                                          ----         ----

        Average rates paid on:
          Savings deposits                                3.84         4.09
          Borrowed funds                                  6.06         5.64
                                                          ----         ----
          Total interest-bearing liabilities              4.76         4.61
                                                          ----         ----

        Average interest rate spread                      2.65%        2.66%
                                                         =====        =====

        Net yield on interest-earning assets              2.83%        2.85%
                                                         =====        =====

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

Interest Income
---------------
Interest on loans  increased $1.1 million or 22.8% to $5.7 million for the three
months ended March 31, 2000,  compared to the same period in 1999.  The increase
reflects an  increase  in the average  loan  balance  outstanding  during  2000,
partially  offset  by a  decrease  in the yield  earned  on the loan  portfolio.
Interest on loans  increased  $1.9  million or 20.5% to $11.2 for the six months
ended March 31, 2000,  compared to the same period in fiscal 1999.  The increase
is  attributable to an increase in the average loan balance  outstanding  during
the 2000  period,  partially  offset by a decrease in the yield  earned on these
assets in the fiscal 2000 period as compared to the same period in fiscal  1999.
The  increase in the average  balance of the loan  portfolio  in the fiscal 2000
periods reflects  management's  continued strategy of emphasizing and increasing
loans.  The lower yield  earned on the  portfolio  reflects  the lower long term
interest  rate  environment  that existed for much of fiscal 1999,  as new loans
originated were at lower rates and more existing borrowers refinanced into lower
rate loans.  While interest rates have risen in fiscal 2000, the effect of loans
originated at these higher rates has not been significant as yet.

                                      -12-

<PAGE>
Interest  on  mortgage-backed  securities  decreased  $173,000  or 10.1% to $1.5
million and  $266,000 or 7.9% to $3.1 million for the three and six months ended
March 31,  2000,  respectively,  as  compared to the same  periods in 1999.  The
decrease for both the three and six month periods ended March 31, 2000, reflects
a decrease in the average  balance of  mortgage-backed  securities  owned in the
fiscal 2000 periods, partially offset by an increase in the average yield earned
on the portfolio.

Interest on  interest-earning  deposits with other  institutions  and investment
securities  increased $405,000 or 35.8% to $1.5 million and $703,000 or 31.9% to
$2.9  million  for the three and six month  periods  ended  March 31,  2000,  as
compared to the same  period in 1999.  The  increase  for both the three and six
month  periods  ended March 31, 2000,  reflects  both an increase in the average
balance  in the  portfolio  and  an  increase  in  the  yield  earned  on  these
investments.

Interest Expense
----------------
Interest on savings and time deposits  increased  $23,000 or .8% to $2.6 million
and  decreased  $262,000  or 4.8% to $5.2  million  for the  three and six month
periods ended March 31, 2000,  respectively,  as compared to the same periods in
fiscal 1999.  The increase for the three month period in fiscal 2000 as compared
to fiscal 1999 reflects an increase in the average balance of savings  deposits,
partially offset by a decrease in the average cost of deposits. The decrease for
the six month  period in fiscal 2000  reflects a decrease in the average cost of
the deposits,  partially offset by an increase in the average balance of savings
deposits in the fiscal 2000 period.

Interest on borrowed  funds  increased $1.0 million or 58.2% to $2.8 million and
$1.9 million or 58.0% to $5.2 million for the three and six month  periods ended
March 31,  2000,  respectively,  as compared to the same periods in fiscal 1999.
The increases for both periods in fiscal 2000 as compared to fiscal 1999 reflect
an  increase  in the  Federal  Home  Loan Bank  ("FHLB")  advances  and  reverse
repurchase agreements  outstanding during the fiscal 2000 periods, as well as an
increase in the cost of those  borrowings.  The Bank  continues to rely on these
wholesale funding sources in fiscal 2000 as an additional way to fund growth.

Interest on guaranteed  preferred  beneficial  interest in subordinated debt was
$256,000 and $512,000 for the three and six month  periods  ended March 31, 2000
and 1999. The Preferred Securities were issued in May 1997.

Net Interest Income Before Provision for Loan Losses
----------------------------------------------------
The Bank's net  interest  income  before  provision  for loan  losses  increased
$245,000 or 8.7% to $3.1 million,  and $696,000 or 12.4% to $6.3 million for the
three and six month periods ended March 31, 2000,  respectively,  as compared to
the same  periods in fiscal  1999.  The  increase  for both periods is primarily
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 $20,000 or 20.0% to $120,000 and $35,000
or 17.1% to $240,000 for the three and six month  periods  ended March 31, 2000,
respectively,  as compared to the same periods in fiscal 1999. The provision for
both years  reflects  management's  evaluation  of the loan  portfolio,  current
economic  conditions,  and  other  factors  as  described  below.  Based on this
evaluation,  the allowance  for loan losses has  increased  from $2.3 million at
March 31,  1999 to $2.6  million at March 31,  2000.  Loan  charge-offs,  net of
recoveries,  were  $150,000 and $111,000 for the six months ended March 31, 2000
and 1999, respectively.

                                      -13-


<PAGE>

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

Other Income
------------
Total  non-interest or other income  increased  $65,000 or 15.6% to $483,000 and
$172,000 or 23.1% to $915,000  for the three and six month  periods  ended March
31, 2000, respectively, as compared to the same periods in fiscal 1999.

Loan service  charges and fees,  which includes late charges on loans,  fees for
loans serviced for others, and other miscellaneous loan fees,  increased $11,000
or 39.3% to $39,000  and $25,000 or 34.2% to $98,000 for the three and six month
periods ended March 31, 2000,  respectively,  as compared to the same periods in
the prior fiscal year.  The increase for both periods is primarily  attributable
to an increase in late charges on loans and the  collection  of title  insurance
fees on mortgages  originated,  partially offset by a decrease in loan servicing
fee income.  The Bank became  licensed to collect title  insurance  fees in late
fiscal 1999.

Gain on the sale of investment  and  mortgage-backed  securities was $86,000 for
the three month period ended March 31, 2000, as compared to a gain of $74,000 in
the same period in 1999.  For the six month  period ended March 31, 2000, a gain
of $84,000 was recorded, as compared to a gain of $74,000 for the same period in
fiscal 1999. Such sales were made from the available-for-sale  portfolio as part
of management's asset/liability management strategies.

Deposit  service  charges and fees  increased  $33,000 or 27.3% to $154,000  and
$78,000 or 31.6% to $325,000 for the three and six month periods ended March 31,
2000, respectively, as compared to the same periods in fiscal 1999. The increase
for both periods in fiscal 2000 primarily  reflects the Bank's increased service
charge structure for deposit accounts.

Other operating  income includes  miscellaneous  sources of income which consist
primarily  of  automated  teller  machine  fees,  fees from the sale of cashiers
checks and money orders,  and safe deposit box rental  income.  Other  operating
income  increased  $7,000 or 3.6% to $201,000 and increased  $59,000 or 17.2% to
$403,000 for the three and six month  periods  ended March 31, 2000, as compared
to the same  periods in fiscal  1999.  The  increase  for both the three and six
month periods is primarily due to increased  automated  teller  machine fees and
fees  earned  from a  program,  introduced  in July  1998,  to sell  non-insured
investment products such as mutual funds and annuities to both Bank and non-bank
customers.

Other Expenses
--------------
Total operating expenses decreased $42,000 or 2.0% to $2.0 million and increased
$21,000 or .5% to $4.1 million for the three and six month  periods  ended March
31, 2000, respectively, as compared to the same period in fiscal 1999.

                                      -14-
<PAGE>

Office occupancy and equipment  expense  decreased  $35,000 or 16.7% to $174,000
and $75,000 or 17.9% to $344,000 for the three and six month periods ended March
31, 2000, respectively, compared to the same periods in fiscal 1999. In both the
three and six month periods,  the decreases partially reflect a decrease in rent
expense, resulting from the Bank purchasing the previously leased Strip District
branch, as well as a decrease in equipment maintenance costs.

Federal deposit  insurance  premiums  decreased  $26,000 or 65.0% to $14,000 and
$24,000 or 30.8% to $54,000 for the three and six month  periods ended March 31,
2000,  respectively,  compared to the same periods in fiscal 1999. The insurance
payments reflect the average level of savings and time deposits  outstanding and
the decreased premium assessed by the FDIC effective January 1, 2000.

Net loss on real estate  owned was $3,000 for the three  months  ended March 31,
2000,  as  compared to a net loss of $6,000 in the  comparable  period in fiscal
1999.  Net loss on real estate  owned was $24,000 for the six month period ended
March 31,  2000,  compared  to a net gain of $39,000  in the prior year  period.
Results  for the  periods  reflect  the sale or  write-down  to fair  value less
estimated  costs to sell of  property  held as real estate  owned.  At March 31,
2000,  the Bank had one  single  family  property  and one  commercial  property
classified as real estate owned.

Other operating expenses,  which consists of check processing costs,  consulting
fees, legal and audit fees,  advertising,  bank charges and other administrative
expenses,  increased  $8,000 or 1.7% to $492,000  and $9,000 or 1.0% to $938,000
for the three and six month  periods  ended  March 31,  2000,  respectively,  as
compared to the same periods in fiscal 1999. Significant variations between both
the three and six month  periods in fiscal  2000,  as compared  to fiscal  1999,
include increases in bank service charges, legal fees, and losses resulting from
a customer's fraudulent use of a deposit account, partially offset by a decrease
in stationary and supplies expense, telephone expenses and consulting fees.

Income Taxes
------------
Income  taxes  increased  $103,000 or 36.0% to $389,000 and $221,000 or 37.6% to
$808,000 for the three and six month periods ended March 31, 2000, respectively,
compared to the same periods in fiscal 1999.  The increase in taxes for both the
three and six month  periods  ended  March 31,  2000,  as  compared  to the same
periods in the prior year, primarily results from an increase in taxable income.

Capital Requirements
--------------------
The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including  the  Preferred  Securities  issued by the Trust in 1997.  The
Preferred  Securities  may comprise up to 25% of the  Company's  Tier 1 capital.
Total  capital  includes  Tier 1 capital and other forms of capital  such as the
allowance for loan losses,  subject to limitations,  and subordinated  debt. The
guidelines  establish a minimum standard risk-based target ratio of 8%, of which
at least 4% must be in the  form of Tier 1  capital.  At  March  31,  2000,  the
Company had Tier 1 capital as a percentage of risk-weighted assets of 14.15% and
total risk-based capital as a percentage of risk-weighted assets of 15.04%.

                                      -15-
<PAGE>

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum ratio of Tier 1 capital as a percentage  of total assets (the  "Leverage
Ratio") of 3% for bank holding companies that meet certain  criteria,  including
that they  maintain  the  highest  regulatory  rating.  All other  bank  holding
companies are required to maintain a Leverage Ratio of at least 4% or be subject
to prompt  corrective  action by the Federal  Reserve.  At March 31,  2000,  the
Company had a Leverage Ratio of 8.27%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other  institutions.  At March 31, 2000,  the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.88% of  average  total  assets,  as
defined.

The Bank is also  required to maintain a ratio of  qualifying  total  capital to
risk-weighted  assets and  off-balance  sheet items of a minimum of 8%. At March
31, 2000,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 12.45%.

Liquidity
---------
The Bank's  primary  sources of funds have  historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent,  loans.  At March 31,  2000,  the  total of  approved  loan  commitments
amounted to $3.4 million. In addition, the Bank had $10.4 million of undisbursed
loan funds at that date. The amount of savings  certificates which mature during
the next twelve months totals approximately $89.0 million, a substantial portion
of which management believes,  on the basis of prior experience,  will remain in
the Bank.

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 from the
           information presented as of September 30, 1999 (in the Company's Form
           10-K) to March 31, 2000.

                                      -16-
<PAGE>

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

Item. 1   Legal Proceedings

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

Item 2.   Changes in Securities

               None

Item 3.   Defaults Upon Senior Securities

               Not Applicable

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

               On  February  8, 2000,  the  Company  held its annual  meeting of
               stockholders and the following items were presented:

               Election of Director Joanne Ross Wilder for a term of three years
               ending in 2003 and  William L.  Windisch  for a term of two years
               ending in 2002. Ms. Wilder received  1,430,422 votes in favor and
               131,684 votes withheld.  Mr. Windisch received 1,433,268 votes in
               favor and 128,838 withheld.

               Ratification  of the  appointment  of KPMG  LLP as the  Company's
               auditors for the 2000 fiscal  year.  KPMG LLP was ratified as the
               Company's auditors with 1,543,566 votes for, 5,193 votes against,
               and 13,347 abstentions.

Item 5.   Other Information

               None

Item 6.   Exhibits and Reports on Form 8-K

(a)       Exhibits

          The following exhibits are filed as part of this Report.
          2.   Agreement and Plan of Reorganization (1)
          3.1  Articles of Incorporation (1)
          3.2  Bylaws (1)
          4.   Common Stock Certificate (1)
          10.1 Employee Stock Ownership Plan, as amended (1)
          10.2 1988 Employee Stock Compensation Program (1)
          10.3 1993 Employee Stock Compensation Program (2)
          10.4 1997 Employee Stock Compensation Program (3)

                                      -17-


<PAGE>
          10.5   1993 Directors' Stock Option Plan (2)
          10.6   Employment Agreement between the Company, the Bank and William
                 L. Windisch (1)
          10.7   1998 Group Term Replacement Plan (4)
          10.8   1998 Salary  Continuation  Plan  Agreement  by and  between
                 W.L. Windisch, the Company and the Bank (4)
          10.9   1998 Salary  Continuation  Plan  Agreement  by and  between
                 R.G. Spencer, the Company and the Bank (4)
          10.10  1998 Salary  Continuation  Plan  Agreement by and  between
                 M.A. Mooney, the Company and the Bank (4)
          10.11  1998 Stock Compensation Plan (5)
          20.1   Dividend Reinvestment Plan (6)
          27     Financial Data Schedule (in electronic filing only)

(b)  Reports on Form 8-K

          The  Company  filed a Form 8-K dated  February  18, 2000 to report the
          announcement  of a  Definitive  Agreement  and Plan of Merger  whereby
          Fidelity  Bancorp,  Inc.  will acquire all of the  outstanding  common
          stock of Pennwood Bancorp, Inc.

--------------------------------------------------------------------------------

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




                                      -18-
<PAGE>





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




                                        FIDELITY BANCORP, INC.



Date:   May 12, 2000            By:      /s/ William L. Windisch
                                         ----------------------------
                                         William L. Windisch
                                         President and Chief Executive Officer


Date:   May 12, 2000            By:      /s/ Richard G.Spencer
                                         ----------------------------
                                         Richard G. Spencer
                                         Executive Vice President and
                                         Chief Financial Officer





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