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 March 31, 2006
                                    --------------
                                       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 a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large accelerated filer [ ]  Accelerated filer [ ]   Non-accelerated filer [X]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).: [ ] Yes [X] No

                      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:
2,965,517 shares, par value $0.01, at April 30, 2006
----------------------------------------------------


<PAGE>



                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>
Part I - Financial Information                                                                                 Page
------------------------------                                                                                 ----

<S>            <C>                                                                                              <C>
Item 1.        Financial Statements (Unaudited)                                                                   3

               Consolidated Statements of Financial Condition as of March 31, 2006 and                            3
               September 30, 2005

               Consolidated Statements of Income for the Three and Six Months Ended                               4
               March 31, 2006 and 2005

               Consolidated Statements of Cash Flows for the Six Months Ended                                   5-6
               March 31, 2006 and 2005

               Consolidated  Statements of Changes in Stockholders' Equity for the Six Months Ended               7
               March 31, 2006 and 2005

               Notes to Consolidated Financial Statements                                                         8

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations             17

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                        26

Item 4.        Controls and Procedures                                                                           27


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

Item l.        Legal Proceedings                                                                                 27

Item 1A        Risk Factors                                                                                      27

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds                                       27

Item 3.        Defaults Upon Senior Securities                                                                   28

Item 4.        Submission of Matters to a Vote of Security Holders                                               28

Item 5.        Other Information                                                                                 28

Item 6.        Exhibits                                                                                       28-29

Signatures                                                                                                       30
</TABLE>

                                       2
<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                                                      2006          2005
              ------                                                      ----          ----
<S>                                                                     <C>          <C>
Cash and due from banks                                                 $   7,306    $   9,234
Interest-bearing demand deposits with other institutions                      533          636
                                                                        ---------    ---------
    Cash and Cash Equivalents                                               7,839        9,870

Securities available-for-sale                                             176,107      182,157
  (amortized cost of  $179,698 and $183,542)
Securities held-to-maturity                                                96,525      105,316
  (fair value of $94,679 and $104,962)
Loans held for sale                                                            --          248
Loans receivable, net of allowance of $2,599 and $2,596                   392,635      346,076
Foreclosed real estate, net                                                   614          789
Restricted investments in bank stock, at cost                              12,208       12,215
Office premises and equipment, net                                          5,164        5,126
Accrued interest receivable                                                 3,233        3,113
Other assets                                                               15,117       12,869
                                                                        ---------    ---------
       Total Assets                                                     $ 709,442    $ 677,779
                                                                        =========    =========
              Liabilities and Stockholders' Equity
              ------------------------------------
Liabilities:
   Deposits:
      Non-interest bearing                                              $  30,423    $  32,415
      Interest bearing                                                    369,247      334,397
                                                                        ---------    ---------
          Total Deposits                                                  399,670      366,812

   Short-term borrowings                                                   76,959      111,141
   Subordinated Debt                                                       10,310       10,310
   Securities sold under agreement to repurchase                            6,515        6,674
   Advance payments by borrowers for taxes and insurance                    2,889        1,425
   Securities purchased but not settled                                     2,090           --
   Other liabilities                                                        4,511        3,333
   Long-term debt                                                         164,420      136,035
                                                                        ---------    ---------
       Total Liabilities                                                  667,364      635,730
                                                                        ---------    ---------

Stockholders' equity:
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 3,556,972
      and 3,533,632 shares issued, respectively                                36           35
   Paid-in capital                                                         44,581       44,250
   Retained earnings                                                        9,667        8,486
   Accumulated other comprehensive loss                                    (2,370)        (914)
   Treasury stock, at cost -589,455 and 587,955
     shares                                                                (9,836)      (9,808)
                                                                        ---------    ---------
       Total Stockholders' Equity                                          42,078       42,049
                                                                        ---------    ---------
       Total Liabilities and Stockholders' Equity                       $ 709,442    $ 677,779
                                                                        =========    =========
</TABLE>

See accompanying notes to unaudited consolidated financial statements

                                       3
<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,
                                                            ---------              ---------
                                                        2006        2005       2005      2006
                                                      --------   --------    --------   --------
<S>                                                   <C>        <C>         <C>        <C>
Interest income:
   Loans                                              $  5,901   $  4,508    $ 11,379   $  8,950
   Mortgage-backed securities                            1,302      1,387       2,625      2,738
   Investment securities - taxable                       1,408      1,382       2,761      2,723
   Investment securities - tax-exempt                      521        474       1,025        947
   Other                                                     7          2          13          3
                                                      --------   --------    --------   --------
      Total interest income                              9,139      7,753      17,803     15,361
                                                      --------   --------    --------   --------

Interest expense:
   Deposits                                              2,522      1,850       4,769      3,694
   Short-term borrowings                                 1,364        543       2,629        962
   Long-term debt                                        1,642      1,705       3,286      3,449
   Subordinated debt                                       208        157         405        302
                                                      --------   --------    --------   --------
      Total interest expense                             5,736      4,255      11,089      8,407
                                                      --------   --------    --------   --------

Net interest income                                      3,403      3,498       6,714      6,954

Provision for loan losses                                   --         25         125        200
                                                      --------   --------    --------   --------

Net interest income after provision for loan losses      3,403      3,473       6,589      6,754
                                                      --------   --------    --------   --------

Other income:
   Loan service charges and fees                            61         69         138        166
   Realized gain on sales of securities, net                71        348         211        430
   Write-down of securities                                 --        (43)         --        (43)
   Gain on sales of loans                                    5         10          18         15
   Deposit service charges and fees                        338        310         700        666
   Other                                                   428        377         777        678
                                                      --------   --------    --------   --------
      Total other income                                   903      1,071       1,844      1,912
                                                      --------   --------    --------   --------

Operating expenses:
   Compensation and benefits                             1,975      1,816       3,861      3,639
   Office occupancy and equipment expense                  333        278         591        535
   Depreciation and amortization                           170        184         345        370
   Loss on sales of foreclosed real estate                  15         34          15         72
   Foreclosed real estate expense                           84         29          89         10
   Amortization of intangible assets                         9         11          19         24
   Loss on customer fraud                                 --          430        --          430
   Other                                                   554        584       1,126      1,162
                                                      --------   --------    --------   --------
      Total operating expenses                           3,140      3,366       6,046      6,242
                                                      --------   --------    --------   --------

Income before income tax provision                       1,166      1,178       2,387      2,424
Income tax provision                                       181        214         438        455
                                                      --------   --------    --------   --------
Net income                                            $    985   $    964    $  1,949   $  1,969
                                                      ========   ========    ========   ========
Basic earnings per common share                       $    .33   $    .33    $    .66   $    .67
                                                      ========   ========    ========   ========
Diluted earnings per common share                     $    .32   $    .32    $    .64   $    .64
                                                      ========   ========    ========   ========
Dividends per common share                            $    .12   $    .11    $    .24   $    .22
                                                      ========   ========    ========   ========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                      Six Months Ended March 31,
                                                                          2006         2005
                                                                          ----         ----
<S>                                                                     <C>         <C>
Operating Activities:
---------------------
     Net income                                                         $  1,949    $  1,969
     Adjustments  to  reconcile  net income to net cash
     provided  by operating activities:
         Provision for loan losses                                           125         200
         Loss on sales of foreclosed real estate                              15          72
         Provision for depreciation and amortization                         345         370
         Deferred loan fee amortization                                      (40)       (115)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                            240         367
         Amortization of intangibles                                          19          24
         Loss on customer fraud                                               --         430
         Net gain on sale of securities                                     (211)       (430)
         Writedown of securities                                              --          43
         Net gain on sale of loans                                           (18)        (15)
         Origination of loans held-for-sale                               (1,362)     (1,379)
         Proceeds from sale of loans held-for-sale                         1,628         902
         Increase in interest receivable                                    (120)       (175)
         (Increase)/decrease in prepaid income taxes                         (46)         44
         Decrease in interest payable                                       (189)        (35)
         Increase in cash surrender value of life insurance policies        (102)        (99)
         Contribution to ESOP                                               (240)       (235)
         Tax benefit of stock options exercised                               35         118
         Other changes, net                                                2,387        (150)
                                                                         -------     -------
        Net cash provided by operating activities                          4,415       1,906
                                                                         -------     -------

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

     Proceeds from sales of securities available-for-sale                  7,196       4,978
     Proceeds from maturities and principal repayments of
        securities available-for-sale                                     11,602      21,583
     Purchases of securities available-for-sale                          (14,844)    (29,667)
     Purchases of securities held-to-maturity                               --       (13,042)
     Proceeds from maturities and principal repayments of
        securities held-to-maturity                                        8,694       8,115
     Net increase in loans                                               (46,644)     (9,445)
     Proceeds from sale of foreclosed real estate                             91         310
     (Purchase)/redemption of FHLB stock                                       7        (332)
     Additions to office premises and equipment                             (383)       (310)
                                                                          -------     ------
        Net cash used in investing activities                            (34,281)    (17,810)
                                                                         -------     -------
</TABLE>


Continued on page 4.

                                       5
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONT'D.)
           -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                   Six Months Ended March 31,
                                                                      2006          2005
                                                                      ----          ----
<S>                                                                   <C>          <C>
Financing Activities:
---------------------
Net increase in deposits                                              32,858       2,135
Increase/(decrease) in repurchase agreements                            (159)      1,547
Net decrease in short-term borrowings                                (34,182)      8,124
Proceeds from long-term borrowings                                    40,000      20,000
Repayments of long-term borrowings                                   (11,615)    (15,205)
Increase in advance payments by borrowers for taxes and insurance      1,464         983
Cash dividends paid                                                     (768)       (639)
Stock options exercised                                                  194         379
Proceeds from sale of stock through Dividend Reinvestment Plan            71          74
Purchase of treasury stock                                               (28)     (1,265)
                                                                    --------    --------
Net cash provided by financing activities                             27,835      16,133
                                                                    --------    --------
Increase/(decrease) in cash and cash equivalents                      (2,031)        229

Cash and cash equivalents at beginning of period                       9,870       8,831
                                                                    --------    --------
Cash and cash equivalents at end of period                          $  7,839    $  9,060
                                                                    ========    ========

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:
  Interest on deposits and other borrowings                         $ 11,278    $  8,442
                                                                    ========    ========
  Income taxes                                                      $    633    $    350
                                                                    ========    ========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

                                       6
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                                                                      Other
                                               Common     Paid-in      Treasury        Retained   Comprehensive
                                                Stock     Capital        Stock         Earnings       Loss             Total
==============================================================================================================================
<S>                                             <C>         <C>          <C>           <C>           <C>             <C>
Balance at September 30, 2004                   $  32       $ 35,798     $(8,543)      $ 13,595      $ 1,195         $ 42,077
Comprehensive income:
     Net income                                                                           1,969                         1,969
     Other comprehensive loss,
       net of tax of ( $750)                                                                          (1,456)          (1,456)
     Reclassification adjustment,
       net of tax of ($131)                                                                             (256)            (256)
                                                                                                                     --------
Total comprehensive income                                                                                                257

 Cash dividends declared                                                                   (639)                         (639)

Tax benefit realized on stock options
exercised                                                        118                                                      118
Treasury stock purchased - 54,210 shares                                  (1,265)                                      (1,265)
 Sale of stock through Dividend
       Reinvestment Plan                                          74                                                       74

 Stock options exercised                                         379                                                      379
                                                -----       --------     -------       --------      -------         --------
Balance at March 31, 2005                       $  32       $ 36,369     $(9,808)      $ 14,925      $  (517)        $ 41,001
                                                =====       ========     =======       ========      =======         ========

Balance at September 30, 2005                   $  35       $ 44,250     $(9,808)      $  8,486      $  (914)        $ 42,049
Comprehensive income:
     Net income                                                                           1,949                         1,949
     Other comprehensive loss,
        net of tax of ($678)                                                                          (1,316)          (1,316)
     Reclassification adjustment,
        net of tax of ($71)                                                                             (140)            (140)
                                                                                                                     --------
Total comprehensive income                                                                                                493

Cash dividends declared                                                                    (768)                         (768)
Tax benefit on stock options exercised                            35                                                       35

Treasury stock purchased -1,500 shares                                       (28)                                        (28)

 Sale of stock through Dividend
    Reinvestment Plan                                             71                                                       71
Tax benefit realized on stock based
compensation                                                      32                                                       32
Stock Options exercised                             1            193                                                      194
                                                -----       --------     -------       --------      -------         --------
Balance at March 31, 2006                       $  36       $ 44,581     $(9,836)      $  9,667      $(2,370)        $ 42,078
                                                =====       ========     =======       ========      =======         ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       7
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
                                 MARCH 31, 2006

(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 adjustments (consisting of 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, 2005.  The results for the three
and six month periods ended March 31, 2006 are not necessarily indicative of the
results  that may be expected for the fiscal year ending  September  30, 2006 or
any future interim period.

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

In March 2004,  the EITF reached a consensus on Issue No. 03-1,  "The Meaning of
Other-Than-Temporary  Impairment and Its  Application  to Certain  Investments."
EITF 03-1  provides  guidance  on  other-than-temporary  impairment  models  for
marketable  debt  and  equity  securities  accounted  for  under  SFAS  115  and
non-marketable  equity securities  accounted for under the cost method. The EITF
developed  a basic  three-step  model  to  evaluate  whether  an  investment  is
other-than-temporarily  impaired.  In  November  2005,  the  FASB  approved  the
issuance of FASB Staff  Position  FAS No.  115-1 and FAS 124-1,  "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments." The
FSP addresses when an investment is considered impaired,  whether the impairment
is other-than-temporary  and the measurement of an impairment loss. The FSP also
includes  accounting   considerations   subsequent  to  the  recognition  of  an
other-than-temporary   impairment  and  requires   certain   disclosures   about
unrealized losses that have not been recognized as other-than-temporary. The FSP
is  effective  for  reporting  periods  beginning  after  December 15, 2005 with
earlier application  permitted.  The Company adopted the FSP on January 1, 2006.
The  adoption did not have a  significant  impact on our  financial  position or
results of operations.

                                       8


<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.  Management  currently believes that adoption
of the  provisions of SFAS 154 will not have a material  impact on the Company's
consolidated financial statements.

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments".  SFAS No. 155  amends  FASB  Statement  No.133 and FASB
Statement  No. 140,  and  improves the  financial  reporting  of certain  hybrid
financial  instruments by requiring more  consistent  accounting that eliminates
exemptions   and  provides  a  means  to  simplify  the   accounting  for  these
instruments.  Specifically,  SFAS No. 155 allows financial instruments that have
embedded  derivatives  to be accounted for as a whole  (eliminating  the need to
bifurcate the derivative  from its host) if the holder elects to account for the
whole  instrument  on a fair  value  basis.  SFAS No. 155 is  effective  for all
financial  instruments  acquired or issued  after the  beginning  of an entity's
first fiscal year that begins after  September 15, 2006. The Company is required
to adopt the provisions of SFAS No. 155, as applicable, beginning in fiscal year
2007.  Management  does not  believe  the  adoption  of SFAS No. 155 will have a
material impact on the Company's financial position and results of operations.

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets-An Amendment of FASB Statement No. 140" ("SFAS 156"). SFAS 156
requires  that  all  separately   recognized   servicing  assets  and  servicing
liabilities be initially  measured at fair value, if practicable.  The statement
permits,  but does not require,  the subsequent  measurement of servicing assets
and  servicing  liabilities  at fair  value.  SFAS  156 is  effective  as of the
beginning of an entity's first fiscal year that begins after September 15, 2006,
which for the Company will be as of the  beginning  of fiscal 2007.  The Company
does not believe that the adoption of SFAS 156 will have a significant effect on
its financial statements.


                                       9
<PAGE>

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

On October 1, 2005, the Company  adopted SFAS No. 123R,  "Share-based  Payment".
This statement  establishes the standards for accounting for share-based payment
transactions in which an enterprise  receives  employee services in exchange for
equity instruments of the enterprise or liabilities that are based on fair value
of the enterprise's equity instruments or that may be settled by the issuance of
such equity  instruments.  SFAS No. 123R  requires  an entity to  recognize  the
grant-date  fair-value  of stock  options  and other  equity-based  compensation
issued to  employees  in the  statement  of  operations.  The revised  Statement
generally  requires  that an entity  account  for those  transactions  using the
fair-value  based  method and  eliminates  an  entity's  ability to account  for
share-based  compensation  transactions  using  the  intrinsic  value  method of
accounting  provided  in APB  Opinion No. 25,  "Accounting  for Stock  Issued to
Employees",  which was permitted under Statement No. 123, as originally  issued.
The remaining unrecognized  compensation cost relating to non-vested stock based
compensation awards at March 31, 2006 is $163,000. The adoption of SFAS No. 123R
had the following  impact on reported  amounts  compared with amounts that would
have been reported using the intrinsic value method under previous accounting:
<TABLE>
<CAPTION>
                                                                 Three months ended March 31, 2006
                                                               --------------------------------------
                                                               Using         SFAS
                                                               Previous      123R            As
(Dollars in thousands, except per share data)                  Accounting    Adjustments     Reported
---------------------------------------------                  ----------    -----------     --------
<S>                                                            <C>           <C>              <C>
Income before taxes                                            $1,182        $ (16)           $1,166
Income taxes                                                      186           (5)              181
                                                               ------        -----            ------
Net income                                                     $  996        $ (11)           $  985
                                                               ======        =====            ======
Basic earnings per share                                       $  .34        $(.01)           $  .33
                                                               ======        =====            ======
Diluted earnings per share                                     $  .32        $  --            $  .32
                                                               ======        =====            ======
<CAPTION>

                                                                 Three months ended March 31, 2005
                                                               ---------------------------------------
                                                                                             Pro Forma
                                                                 As         Pro Forma        if under
(Dollars in thousands, except per share data)                  Reported     Adjustments      SFAS 123R
--------------------------------------------                   ---------------------------------------

<S>                                                            <C>           <C>             <C>
Income before taxes                                            $1,178        $(138)          $1,040
Income taxes                                                      214          (47)             167
                                                               ------        -----           ------
Net income                                                     $  964        $ (91)          $  873
                                                               ======        =====           ======
Basic earnings per share                                       $  .33        $(.03)          $  .30
                                                               ======        =====           ======
Diluted earnings per share                                     $  .32        $(.03)          $  .29
                                                               ======        =====           ======
</TABLE>


                                       10
<PAGE>
<TABLE>
<CAPTION>


                                                                        Six months ended March 31, 2006
                                                                 --------------------------------------------
                                                                      Using            SFAS
                                                                    Previous           123R          As
(Dollars in thousands, except per share data)                      Accounting      Adjustments    Reported
---------------------------------------------                      ----------      -----------    --------
<S>                                                              <C>             <C>              <C>
Income before taxes                                              $2,420          $(33)            $2,387
Income taxes                                                        449           (11)               438
                                                                 ------          ----             ------
Net income                                                       $1,971          $(22)            $1,949
                                                                 ======          =====            ======
Basic earnings per share                                         $  .67          $(.01)           $  .66
                                                                 ======          =====            ======
Diluted earnings per share                                       $  .64          $  --            $  .64
                                                                 ======          =====            ======
<CAPTION>

                                                                       Six months ended March 31, 2005
                                                               -------------------------------------------
                                                                                                 Pro Forma
                                                                    As          Pro Forma         if under
(Dollars in thousands, except per share data)                    Reported      Adjustments       SFAS 123R
---------------------------------------------                    --------      -----------       ---------

<S>                                                              <C>             <C>               <C>
Income before taxes                                              $2,424          $(157)            $2,267
Income taxes                                                        455            (53)               402
                                                                 ------          -----             ------
Net income                                                       $1,969          $(104)            $1,865
                                                                 ======          =====             ======
Basic earnings per share                                         $  .67          $(.03)            $  .64
                                                                 ======          =====             ======
Diluted earnings per share                                       $  .64          $(.03)            $  .61
                                                                 ======          =====             ======
</TABLE>

As of March 31,  2006,  the Company had eight  share-based  compensation  plans,
which are described below.

The  Company's   2005   Stock-Based   Incentive   Plan  (the  Plan),   which  is
shareholder-approved,  permits  the  grant of share  options  and  shares to its
employees and  non-employee  directors for up to 165,000 shares of common stock.
Option awards are generally  granted with an exercise  price equal to the market
value of the common stock on the date of the grant,  the options  generally vest
over a three-year period,  and have a contractual term of seven years,  although
the Plan permits contractual terms of up to ten years. Option awards provide for
accelerated  vesting if there is a change in control, as defined in the Plan. As
of March 31, 2006, 108,100 options remain unawarded.

The Company also maintains the 1993 Employee  Stock  Compensation  Program,  the
1993  Directors'  Stock Option Plan,  and the 1997 Employee  Stock  Compensation
Program, all of which were shareholder approved. At March 31, 2006, no remaining
options were available for grant under these programs. Option awards under these
programs  were granted  with an exercise  price equal to the market value of the
common stock on the date of grant,  had vesting  periods from zero to two years,
and had  contractual  terms from seven to ten years.  Option  awards under these
programs  provide for  accelerated  vesting if there is a change in control,  as
defined in the programs.

The Company also maintains the 1998 Stock Compensation  Program,  the 2000 Stock
Compensation  Plan,  the  2001  Stock  Compensation  Plan,  and the  2002  Stock
Compensation Plan, which provided for the grant of stock options to non-employee
directors.  At March 31, 2006,  no remaining  options were  available  for grant
under these  programs.  Option awards under these  programs were granted with an
exercise  price  equal to the market  value of the  common  stock on the date of
grant, were exercisable immediately, and had contractual terms of ten years.

                                       11
<PAGE>


The following  table  provides  information  about options  outstanding  for the
six-months ended March 31, 2006:
<TABLE>
<CAPTION>
                                                                                                   Weighted      Weighted
                                                                                                   Average        Average
                                                                                                   Exercise     Grant Date
                                                                              Shares                Price       Fair Value
                                                                           -------------         ----------     -----------
<S>                                                                          <C>                 <C>               <C>
  Options outstanding, beginning of period                                   379,803             $  14.13          $  2.72
  Granted                                                                     41,500                18.90             3.29
  Forfeited                                                                   (3,949)               22.00             4.01
  Exercised                                                                  (21,149)                9.13             1.95
                                                                           ---------             --------          --------
  Options outstanding, end of period                                         396,205             $  14.81          $  2.81
                                                                           =========             ========          ========
  Options exercisable end of period                                          344,438             $  14.14          $  2.72
                                                                           ---------             --------          --------
</TABLE>

The following table provides  information about unvested options outstanding for
the six-months ended March 31, 2006:
<TABLE>
<CAPTION>
                                                                                                                   Weighted
                                                                                                                    Average
                                                                                                                  Grant Date
                                                                                                  Shares          Fair Value
                                                                                                -----------------------------
                                   <S>                                                          <C>                  <C>
                                   Unvested options, beginning of period                          25,050               $ 3.79
                                   Granted                                                        41,500                 3.29
                                   Vested                                                        (13,876)                3.85
                                   Forfeited                                                        (907)                3.93
                                                                                                -----------------------------
                                   Unvested options, period end                                   51,767               $ 3.37
                                                                                                =============================
</TABLE>

Proceeds,  related tax benefits  realized  from options  exercised and intrinsic
value of options exercised were as follows:
<TABLE>
<CAPTION>
                                                                            Three Months Ended March 31,
                                                                        2006                           2005
                                                                        ----                           ----
<S>                                                                    <C>                           <C>
Proceeds of options exercised                                          $72,724                       $132,200
Related tax benefit recognized                                           6,000                         60,000
Intrinsic value of options exercised                                    64,009                        226,535
<CAPTION>

                                                                             Six Months Ended March 31,
                                                                        2006                           2005
                                                                        ----                           ----
<S>                                                                   <C>                            <C>
Proceeds of options exercised                                         $192,978                       $379,027
Related tax benefit recognized                                          35,000                        118,000
Intrinsic value of options exercised                                   233,317                        552,930
</TABLE>

                                       12
<PAGE>



The  following  table  provides   information  about  options   outstanding  and
exercisable options at March 31, 2006:
<TABLE>
<CAPTION>
                                                                    Options                                    Exercisable
                                                                  Outstanding                                    Options
                                                                  -----------                                  -----------
        <S>                                                        <C>                                          <C>
        Number                                                      396,205                                      344,438
        Weighted average exercise price                              $14.81                                       $14.14
        Aggregate intrinsic value                                  $1,926,624                                   $1,921,489
        Weighted average contractual term                          5.44 years                                   5.27 years
<CAPTION>

                                                   Options Outstanding                                 Exercisable Options
                                        ----------------------------------------                --------------------------------
                                                                   Weighted                                             Weighted
                                                                    Average                                             Average
                                                                   Remaining                                            Exercise
                                                                  Contractual                                          Price Per
Exercise price                            Shares                 Life (in yrs)                  Shares                   Share
--------------                            ------                 -------------                  ------                   -----
<C>                                       <C>                        <C>                        <C>                      <C>
$7.43-9.04                                 72,636                    3.35                       72,636                   $8.13
$10.70-14.41                              186,016                    5.25                      186,016                   12.91
$18.87-22.91                              137,553                    6.80                       85,786                   21.88
                                          -------                    ----                      -------                  ------
                              Total       396,205                    5.44                      344,438                  $14.14
</TABLE>

The fair value for stock  options  granted  during the  following  periods  were
determined at the date of grant using a Black Scholes  options-pricing model and
the following assumptions:

                                                      Three Months Ended
                                                         March 31
                                              ------------------------------
                                                   2006             2005
                                              ------------------------------
Expected average risk-free interest rate          4.12%        3.61-4.29%
Expected average life (in years)                  5.50         5.00-6.00
Expected volatility                              22.43%       19.30-19.50%
Expected dividend yield                           3.81%        2.45-2.84%

                                                      Six Months Ended
                                                         March 31
                                              ------------------------------
                                                   2006             2005
                                              ------------------------------
Expected average risk-free interest rate        4.12 - 4.27%    3.61 - 4.29%
Expected average life (in years)                   5.50         5.00 - 6.00
Expected volatility                            21.73-22.43%    19.30 - 19.50%
Expected dividend yield                         3.61 - 3.81%    2.45 -  2.84%

The expected average risk-free rate is based on the U.S. Treasury yield curve on
the day of grant.  The expected  average life  represents  the weighted  average
period of time that  options  granted  are  expected  to be  outstanding  giving
consideration to vesting  schedules and historical  option exercise  experience.
Expected volatility is based on historical  volatilities of the Company's common
stock. The expected dividend yield is based on historical information.


                                       13
<PAGE>


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

Basic earnings per share (EPS) excludes dilution and is computed by dividing net
income 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 27, 2005. 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,
                                                                     2006       2005         2006           2005
                                                                   ------     --------      -------        -------
<S>                                                                <C>        <C>           <C>            <C>
Numerator:
Net Income                                                         $  985     $    964      $ 1,949        $ 1,969
                                                                   ------     --------      -------        -------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares                                   2,966        2,916        2,959          2,927
Effect of dilutive securities:
  Employee stock options                                              104          132          106            130
                                                                   ------     --------      -------        -------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                                    3,070        3,048        3,065          3,057
                                                                   ------     --------      -------        -------
Basic earnings per share                                           $  .33     $    .33      $   .66        $   .67
                                                                   ------     --------      -------        -------
Diluted earnings per share                                         $  .32     $    .32      $   .64        $   .64
                                                                   ------     --------      -------        -------
</TABLE>

                                       14
<PAGE>

(6) Loans Receivable
    ----------------

     Loans  receivable  are  comprised  of  the  following  (dollar  amounts  in
thousands):
<TABLE>
<CAPTION>

                                                       March 31,   September 30,
                                                          2006          2005
                                                       ------------------------
<S>                                                    <C>            <C>
First mortgage loans:
               Conventional:
                   1-4 family dwellings                $ 189,662      $ 163,584
                   Multi-family dwellings                  9,679         10,584
               Commercial                                 60,259         49,985
               Construction:
                   Residential                            36,726         28,360
                   Commercial                              7,713          7,764
                                                       ---------      ---------
                                                         304,039        260,277
                                                       ---------      ---------

Less:
               Loans in process                          (14,614)       (23,070)
               Unearned discounts and fees                  (201)          (343)
                                                       ---------      ---------
                                                         289,224        236,864
                                                       ---------      ---------

Installment loans:
               Home equity                                80,378         76,045
               Consumer loans                                836            993
               Other                                       2,788          2,742
                                                       ---------      ---------
                                                          84,002         79,780
                                                       ---------      ---------

Commercial business loans and leases:
               Commercial business loans                  21,698         31,577
               Commercial leases                             310            451
                                                       ---------      ---------
                                                          22,008         32,028
                                                       ---------      ---------

Less:  Allowance for loan losses                          (2,599)        (2,596)
                                                       ---------      ---------

               Loans receivable, net                   $ 392,635      $ 346,076
                                                       ---------      ---------
</TABLE>

                                       15
<PAGE>

 (7) Allowance for Loan Losses
     -------------------------

Changes in the allowance for loan losses for the six months ended March 31, 2006
and the fiscal year ended  September 30, 2005 are as follows  (dollar amounts in
thousands):
<TABLE>
<CAPTION>
                                                       March 31,      September 30,
                                                         2006             2005
                                                       -------          -------
<S>                                                    <C>              <C>
Balance at beginning of period                         $ 2,596          $ 2,609
Provision for loan losses                                  125              600
Charge-offs                                               (148)            (670)
Recoveries                                                  26               57
                                                       -------          -------
Balance at end of period                               $ 2,599          $ 2,596
                                                       -------          -------
</TABLE>

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

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

At March 31, 2006,  the recorded  investment in loans that are  considered to be
impaired  under SFAS No. 114 was $859,000  compared to $2.5 million at March 31,
2005. Included in the current amount is $336,000 of impaired loans for which the
related allowance for loan losses is $69,000.  Impaired loans of $523,000 do not
have a related  allowance  for loan  losses as a result of  applying  impairment
tests prescribed under SFAS No. 114. The average recorded investment in impaired
loans during the six months  ended March 31, 2006 was $1.4  million  compared to
$2.4  million for the same period in the prior  year.  For the six months  ended
March 31, 2006, the Company  recognized  $12,000 of interest  income on impaired
loans using the cash basis of income recognition. The Company recognized $25,000
of income on impaired loans during the six month period ended March 31, 2005.



                                       16
<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.  The  Company  does not  undertake  to,  and  specifically
disclaims any obligation to, update any such forward-looking statements.

Fidelity  Bancorp,  Inc.'s  ("Fidelity" or the "Company")  business is conducted
principally through its wholly-owned subsidiary, 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 16 of the Company's  September 30, 2005  Consolidated
Financial   Statements  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,  evaluation of investments for
other than temporary impairment,  and accounting for stock options. Please refer
to the discussion of the allowance for loan losses in note 7 "Allowance for Loan
Losses" on page 17 above. In addition,  further discussion of the estimates used
in  determining  the allowance for loan losses is contained in the discussion on
"Provision  for Loan  Losses" on page 49 of the  Company's  September  30,  2005
Consolidated  Financial Statements.  At least quarterly,  management reviews the
available for sale  portfolio and  identifies  all  securities  where the market
value is less than the amortized cost. Each individual security is then reviewed
taking into  consideration  criteria  such as the  magnitude and duration of the
decline and the reasons  underlying  the decline to determine if such decline in
market  value is other than  temporary.  If the  security  is deemed  other than
temporarily  impaired  it is  written  down to the  current  market  value and a
corresponding charge to earning is recognized. The Company did not recognize any
other than temporary  impairment  losses on available for sale securities during
the three and six month periods ended March 31, 2005 and 2006.  Prior to October
1, 2005, the Company  accounted 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
was reflected in net income,  for periods ending prior to October 1, 2005 as all
options  granted  had an  exercise  price  equal  to  the  market  value  of the
underlying common stock on the grant date. However, the Company adopted SFAS No.
123R as of October 1, 2005 and stock-based  compensation  expense is reported in
net income. See Note 4 "Stock Based Compensation",  of the Notes to Consolidated
Financial  Statements  for  information  related to the effects on the Company's
reported  net  income  and net  income  per  share of  applying  the fair  value
recognition  provision of the  previous  SFAS 123 to  stock-based  compensation.
Refer also to Note 13 "Stock Option Plans" on page 31 of the Company's September
30, 2005 Consolidated Financial Statements.


                                       17
<PAGE>

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

Total assets of the Company increased $31.7 million,  or 4.7%, to $709.4 million
at March 31, 2006 from $677.8 million at September 30, 2005. Significant changes
in individual  categories include a decrease in securities  held-to-maturity  of
$8.8 million, a decrease in securities  available for sale of $6.1 million,  and
an increase in net loans of $46.6 million.

Total  liabilities of the Company  increased  $31.6 million,  or 5.0%, to $667.4
million at March 31, 2006 from $635.7 million at September 30, 2005. Significant
changes  include a  decrease  in  short-term  borrowings  of $34.2  million,  an
increase  in  long-term  debt of $28.4  million,  and an increase in deposits of
$32.9 million.

Stockholders'  equity  increased  slightly to $42.1  million at March 31,  2006,
compared to $42.0 million at September 30, 2005. This result reflects net income
for the six-month  period ended March 31, 2006 of $1.95  million,  stock options
exercised of $194,000,  and stock issued under the Dividend Reinvestment Plan of
$71,000.  Offsetting  these  increases  were common stock cash dividends paid of
$768,000,   treasury  stock  purchased  of  $28,000,  and  an  increase  of  the
accumulated  other  comprehensive  loss  of  $1.5  million.   Accumulated  other
comprehensive  loss  increased from September 30, 2005 as a result of changes in
the  net  unrealized  losses  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 March 31, 2006, to be other than  temporary.
Because  of  interest  rate   volatility,   the  Company's   accumulated   other
comprehensive  loss could  materially  fluctuate  for each  interim and year-end
period.  Approximately  $3.4 million of the balances in retained  earnings as of
March 31, 2006 and September 30, 2005  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 held 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>
                                                               March 31,      September 30,
                                                                 2006            2005
                                                                 ----            ----
<S>                                                            <C>            <C>
Non-accrual residential real estate loans
    (one-to-four family)                                       $  575         $  533

Non-accrual construction, multi family
    residential and commercial real estate loans                  130            179

Non-accrual installment loans                                     176            188

Non-accrual commercial business loans                             665          1,419
                                                               ------         ------

Total non-performing loans                                     $1,546         $2,319
                                                               ======         ======

Total non-performing loans as a percent of
    net loans receivable                                          .39%           .67%
                                                               ======         ======

Total foreclosed real estate                                   $  614         $  789
                                                               ======         ======

Total non-performing loans and foreclosed real estate as a
percent of total assets                                           .30%           .46%
                                                               ======         ======
</TABLE>

                                       18
<PAGE>

Included  in  non-performing  loans at  March  31,  2006  are ten  single-family
residential real estate loans totaling $575,000, one commercial real estate loan
totaling  $130,000,  twelve home equity and installment loans totaling $176,000,
and seven commercial business loans totaling $665,000.

At March 31, 2006,  the Company had an allowance for loan losses of $2.6 million
or .66% of net loans receivable,  as compared to an allowance of $2.6 million or
..75% of net loans  receivable  at September  30, 2005.  The  allowance  for loan
losses  equals  168.1% of  non-performing  loans at March 31,  2006  compared to
111.9% at September 30, 2005.  Management believes the balance is adequate based
on its analysis of quantitative  and  qualitative  factors as of March 31, 2006.
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, 2006 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.


                                       19
<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Six Months Ended March 31, 2006 and 2005
           ----------------------------------------------------------

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

Net income for the three  months  ended  March 31, 2006 was  $985,000  ($.32 per
diluted share) compared to $964,000 ($.32 per diluted share) for the same period
in 2005,  an increase of $21,000 or 2.2 %. The  increase  reflects a decrease in
the  provision for loan losses of $25,000,  a decrease in operating  expenses of
$226,000, or 6.71%, and a decrease in the provision for income taxes of $33,000,
or 15.4%.  Partially  offsetting  these  factors were a decrease in net interest
income of $95,000,  or 2.7%,  and a decrease  in other  income of  $168,000,  or
15.7%.

Net income for the six months ended March 31, 2006 was $1.95  million  ($.64 per
diluted  share)  compared to $1.97 million ($.64 per diluted share) for the same
period in 2005, a decrease of $20,000 or 1.0%. The decrease  reflects a decrease
in net interest  income of $240,000,  or 3.5%, and a decrease in other income of
$68,000,  or 3.6%.  Partially  offsetting  these  factors were a decrease in the
provision  for loan  losses of  $75,000,  a decrease  in  operating  expenses of
$196,000,  or 3.1%,  and a decrease in the provision for income taxes of $17,000
or 3.7%

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

The Company's  interest  rate spread,  the  difference  between  average  yields
calculated on a tax-equivalent basis on interest-earning  assets and the average
cost of funds,  decreased to 2.01%  (annualized) in the three months ended March
31, 2006 from 2.30%  (annualized)  in the same period in 2005 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
annualized  average yields earned on the Company's  interest-earning  assets and
the  average  rates paid on its  interest-bearing  liabilities  for the  periods
indicated,   the  resulting  interest  rate  spreads,  and  the  net  yields  on
interest-earning assets.
<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                       March 31,
                                                                                2006              2005
                                                                                ----              ----
<S>                                                                            <C>                <C>
        Average yield on:
          Mortgage loans                                                        5.71%             6.05%
          Mortgage-backed securities                                            4.33              3.97
          Installment loans                                                     6.15              5.83
          Commercial business loans and leases                                 10.44              5.73
          Interest-earning deposits with other institutions,
          investment securities, and FHLB stock (1)                             5.10              4.62
                                                                                ----              ----
          Total interest-earning assets                                         5.55              5.13
                                                                                ----              ----
        Average rates paid on:
          Savings deposits                                                      2.65              2.08
          Borrowed funds                                                        4.82              3.88
                                                                                ----              ----
          Total interest-bearing liabilities                                    3.54              2.83
                                                                                ----              ----
        Average interest rate spread                                            2.01%             2.30%
                                                                                =====             =====
        Net yield on interest-earning assets                                    2.15%             2.39%
                                                                                =====             =====
</TABLE>

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

                                       20
<PAGE>



The  Company's   tax-equivalent   interest   rate  spread   decreased  to  2.05%
(annualized)  in the six months ended March 31, 2006 from 2.31%  (annualized) in
the same  period  in  fiscal  2005 as a  result  of the  average  yield on total
interest  earning  assets   increasing  more  than  the  average  rate  paid  on
interest-bearing  liabilities.  The  following  table shows the  average  yields
earned on the  Company's  interest-earning  assets and the average rates paid on
its  interest-bearing  liabilities  for the  periods  indicated,  the  resulting
interest rate spreads, and the net yields on interest-earning assets.
<TABLE>
<CAPTION>
                                                                                   Six Months Ended
                                                                                       March 31,
                                                                                2006              2005
                                                                                ----              ----
<S>                                                                            <C>                <C>
        Average yield on:
          Mortgage loans                                                        5.79%             6.04%
          Mortgage-backed securities                                            4.25              3.93
          Installment loans                                                     6.15              5.83
          Commercial business loans and leases                                  8.76              6.01
          Interest-earning deposits with other institutions,
          investment securities, and FHLB stock (1)                             5.00              4.59
                                                                                ----              ----
          Total interest-earning assets                                         5.48              5.11
                                                                                ----              ----
        Average rates paid on:
          Savings deposits                                                      2.53              2.06
          Borrowed funds                                                        4.70              3.82
                                                                                ----              ----
          Total interest-bearing liabilities                                    3.43              2.80
                                                                                ----              ----
        Average interest rate spread                                            2.05%             2.31%
                                                                                =====             =====
        Net yield on interest-earning assets                                    2.15%             2.39%
                                                                                =====             =====
</TABLE>

     (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 $1.4 million or 30.9% to $5.9 million for the three
months  ended March 31, 2006,  compared to the same period in 2005.  Interest on
loans  increased $2.4 million or 27.1% to $11.4 million for the six months ended
March 31,  2006.  The  increase  for both  periods  reflects  an increase in the
average  loan  balance  outstanding  during  2006 as well as an  increase in the
average yield earned on the loan portfolio.

Interest  on  mortgage-backed  securities  decreased  $85,000  or  6.13% to $1.3
million for the three months  ended March 31, 2006,  compared to the same period
in 2005.  Interest on mortgage-backed  securities  decreased $113,000 or 4.1% to
$2.6  million for the six months  ended March 31,  2006.  The  decrease for both
periods reflects a decrease in the average balance of mortgage-backed securities
owned in the period  partially offset by an increase in the average yield earned
on the portfolio.

Interest  on  interest-bearing  demand  deposits  with  other  institutions  and
investment  securities  increased  $78,000 or 4.2% to $1.9 million for the three
months ended March 31, 2006, as compared to the same period in 2005. Interest on
interest-bearing   demand  deposits  with  other   institutions  and  investment
securities  increased  $126,000 or 3.4% to $3.8 million for the six months ended
March 31,  2006,  as compared to the same period in 2005.  The increase for both
periods  reflects a decrease in the average  balance in the portfolio  partially
offset by an increase in the yield earned on these investments.


                                       21
<PAGE>

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

Interest  on  deposits  increased  $672,000  or  36.3% to $2.5  million  for the
three-month period ended March 31, 2006, as compared to the same period in 2005.
Interest on deposits  increased  $1.1  million or 29.1% to $4.8  million for the
six-month  period ended March 31, 2006,  as compared to the same period in 2005.
The  increase for both  periods  reflects an increase in the average  balance of
deposits as well as an increase in the average cost of the deposits.

Interest on  short-term  borrowings,  including  Federal Home Loan Bank ("FHLB")
"RepoPlus"  advances,  securities sold under agreement to repurchase,  fed funds
purchased,  and treasury, tax and loan notes, increased $821,000 to $1.4 million
for the three-month  period ended March 31, 2006, as compared to the same period
in fiscal 2005. Interest on short-term borrowings increased $1.7 million to $2.6
million for the six month  period  ended March 31,  2006.  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, and structured repurchase agreements decreased $63,000 to $1.6
million for the three months ended March 31, 2006 as compared to the same period
in fiscal 2005.  Interest on long-term debt  decreased  $163,000 to $3.3 million
for the six months ended March 31, 2006 as compared to the same period in fiscal
2005. The decrease for both periods  reflects a decrease in the average  balance
of the debt, partially offset by an increase in the average cost of the debt.

Interest on subordinated debt increased $51,000 for the three months ended March
31, 2006, as compared to the same period in 2005.  Interest on subordinated debt
increased  $103,000 for the six months  ended March 31,  2006.  The increase for
both periods  reflects an increase in the average cost of these debentures while
the average balance remained unchanged.

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

The Company's net interest income decreased $95,000 or 2.7% to $3.4 million, for
the three month period  ended March 31, 2006,  as compared to the same period in
2005.  The  Company's  net interest  income  decreased  $240,000 or 3.5% to $6.7
million, for the six months ended March 31, 2006, as compared to the same period
in 2005. The decrease in both periods is  attributable  to a decreased  interest
rate spread, partially offset by an increase in net interest-earning assets.

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

There was no provision  for loan losses for the  three-month  period ended March
31, 2006, as compared to $25,000 for the same period in 2005. At March 31, 2006,
the allowance for loan losses remained  relatively  unchanged from September 30,
2005 at $2.60 million.  Net loan  charge-offs  were $74,000 and $129,000 for the
three months ended March 31, 2006 and 2005,  respectively.  Net loan charge-offs
were  $122,000  and  $365,000  for the six months ended March 31, 2006 and 2005,
respectively.

                                       22
<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 decreased  $168,000 or 15.7% to $903,000 and
decreased  $68,000 or 3.6% to $1.8  million for the three and six month  periods
ended March 31,  2006,  respectively,  as compared to the same  periods in 2005.
Decreases in other income  primarily  relate to a decrease in the realized gains
on sales of securities, partially offset by an increase in other income.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous  loan fees,  decreased  $8,000 or 11.6% to $61,000,  and decreased
$28,000 or 16.9% to $138,000 for the three and six month periods ended March 31,
2006,  respectively,  as compared to the same  periods in 2005.  The decrease in
both  periods is  primarily  attributed  to a decrease in title  insurance  fees
partially offset by an increase in late charges on loans.

Net realized gains on the sales of securities  were $71,000 and $211,000 for the
three and six month periods ended March 31, 2006,  respectively,  as compared to
realized gains of $348,000 and $430,000 in the same periods in fiscal 2005. Such
sales were made from the  available-for-sale  portfolio as part of  management's
asset/liability management strategies.

Gains on the sale of loans were  $5,000 and  $18,000 for the three and six month
periods ended March 31, 2006, respectively,  as compared to gains of $10,000 and
$15,000 for the same periods in fiscal 2005.  The  six-month  period ended March
31, 2006 results include the sale of  approximately  $1.6 million of fixed rate,
single-family  mortgage loans, compared to $887,000 of similar loan sales during
the prior fiscal period.

Deposit service  charges and fees increased  $28,000 or 9.0% and $34,000 or 5.1%
for the three and six month  periods  ended  March 31,  2006,  respectively,  as
compared to the same  periods in fiscal  2005.  The  increase in both periods is
primarily attributed to an increase in the volume of fees collected for returned
checks on deposit accounts partially offset by a decrease in the service charges
assessed on checking accounts.

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

Total operating expenses for the three-month period ended March 31, 2006 totaled
$3.1  million  compared  to $3.4  million  for the same  period  in 2005.  Total
operating  expenses  for the six month  period ended March 31, 2006 totaled $6.0
million  compared  to $6.2  million  for the same  period  in fiscal  2005.  The
decrease for both periods is due  primarily to a $430,000 loss incurred in March
2005  in  connection  with a  check  kiting  fraud  attributed  to one  business
customer.  The customer was unable to provide restitution or adequate collateral
at that time;  however,  as of March 31,  2006  approximately  $18,000  has been
recovered.


                                       23
<PAGE>

Compensation  and  benefits  expense was $2.0 million for the three month period
ended  March 31,  2006  compared  to $1.8  million  for the same period in 2005.
Compensation  and  benefits  expense was $3.9  million for the six month  period
ended March 31, 2006  compared to $3.6 million for the same period in 2005.  The
increase  in both  periods  is due  primarily  to normal  salary  increases  for
employees,  increases  in the  cost of  health  insurance,  and an  increase  in
Directors' fees associated with the addition of two new directors. The Company's
adoption  of SFAS 123R  resulted  in the  recognition  of $16,000 and $33,000 of
additional  expense  related  to the  vesting  of  options  during the three and
six-months ended March 31, 2006, respectively.

Office occupancy and equipment  expense was $333,000 for the three-month  period
ended March 31,  2006,  as  compared  to  $278,000  for the same period in 2005.
Office  occupancy  and  equipment  expense was  $591,000 and  $535,000,  for the
six-month periods ended March 31, 2006 and 2005,  respectively.  The increase in
both periods is primarily  attributed to an increase in rent expense  associated
with the Bank's  Loan  Center at 1014 Perry  Highway,  as well as an increase in
utilities  expense  associated  with higher  energy costs.  The Company  expects
increased  office  occupancy  and equipment  expense upon the  completion of the
construction of its new Carnegie location. The anticipated completion of the new
facility is May 2006.

Losses on the sales of  foreclosed  real estate  during the three and  six-month
periods  ended  March 31, 2006 were  $15,000,  compared to losses of $34,000 and
$72,000  for the same  periods in 2005,  respectively.  Foreclosed  real  estate
expense was $84,000 for the three-month period ended March 31, 2006, as compared
to $29,000 for the same period in 2005,  and  $89,000 for the  six-month  period
ended March 31,  2006,  as compared to $10,000 for the same period in 2005.  The
results  reflect  the costs  associated  with the  holding  and  disposition  of
properties during the periods.  At March 31, 2006, the Bank had 14 single-family
residential  properties,  twelve of which  were  owned by the same  borrower  as
investment  properties,  and one commercial real estate  property  classified as
foreclosed real estate.

Other  operating  expenses  were $554,000 for the three month period ended March
31,  2006  compared to $584,000  for the same  period in 2005.  Other  operating
expenses  were  $1.1  million  for the six month  period  ended  March 31,  2006
compared to $1.2  million for the six month  period  ended March 31,  2005.  The
decrease in both periods is attributed  to a decrease in  consulting  fees and a
decrease in ATM expenses, partially offset by an increase in the service charges
on the Company's bank accounts.

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

Total  income tax expense for the  three-month  period  ended March 31, 2006 was
$181,000 compared to $214,000 for the same 2005 period.  The effective tax rates
for the  three-month  periods  ended March 31, 2006 and 2005 were  approximately
15.5% and 18.2%, respectively. Total income tax expense for the six-month period
ended March 31, 2006 was $438,000  compared to $455,000 for the same fiscal 2005
period.  The effective tax rates for the six-month  periods ended March 31, 2006
and 2005 were  approximately  18.3% and 18.8%,  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 March 31, 2006 was
$2.0 million and $465,000, respectively,  compared to $2.1 million and $427,000,
respectively, for the three-month period ended March 31, 2005. State and federal
tax-exempt income for the six-month period ended March 31, 2006 was $3.9 million
and $916,000, respectively, compared to $4.0 million and $856,000, respectively,
for the six-month period ended March 31, 2005.

                                       24
<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 March 31, 2006, the
Company had Tier 1 capital as a percentage of risk-weighted assets of 12.05% and
total risk-based capital as a percentage of risk-weighted assets of 12.65%.

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum  ratio of Tier 1 capital as a  percentage  of average  total assets (the
"Leverage  Ratio") of 3% for bank holding  companies that meet certain criteria,
including  that they  maintain  the highest  regulatory  rating.  All other bank
holding companies are required to maintain a Leverage Ratio of at least 4% or be
subject to prompt corrective  action by the Federal Reserve.  At March 31, 2006,
the Company had a Leverage Ratio of 7.47%.

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, 2006,  the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.32% 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, 2006,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 10.26%.

Liquidity
---------

The Company's primary sources of funds have historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent,  loans.  At March 31,  2006,  the  total of  approved  loan  commitments
amounted  to $6.8  million.  In  addition,  the  Company  had $14.6  million  of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months  totals  approximately  $88.8  million,  a
substantial  portion  of  which  management  believes,  on the  basis  of  prior
experience  as well as its  competitive  pricing  strategy,  will  remain in the
Company.


                                       25
<PAGE>

Off Balance Sheet Commitments
-----------------------------

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

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

A summary  of the  contractual  amount  of the  Company's  financial  instrument
commitments is as follows:
<TABLE>
<CAPTION>
                                                                        March 31,        September 30,
                                                                          2006               2005
                                                                          ----               ----
                                                                                (in thousands)
         <S>                                                           <C>                  <C>
         Commitments to grant loans                                    $    6,819           $ 1,369
         Unfunded commitments under lines of credit                        40,892            39,414
         Financial and performance standby letters of credit                  205               295
</TABLE>

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition or  disclosure,  other than its standby  letters of credit.  Standby
letters of credit written are conditional  commitments  issued by the Company to
guarantee the performance of a customer to a third party. Generally, all letters
of credit,  when issued have  expiration  dates within one year. The credit risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending other loan  commitments.  The Bank requires  collateral  supporting
these  letters  of credit  as deemed  necessary.  Management  believes  that the
proceeds  obtained  through a liquidation of such collateral would be sufficient
to cover the maximum  potential  amount of future  payments  required  under the
corresponding  guarantees.  The current amount of liability as of March 31, 2006
for guarantees under standby letters of credit issued is not material.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

          There  have  been  no  material   changes  in  information   regarding
          quantitative  and qualitative  disclosures  about market risk at March
          31,  2006  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, 2005.

                                       26
<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 1A. Risk Factors

         Not Applicable

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

         ISSUER PURCHASES OF EQUITY SECURITIES
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                      Total Number of              Maximum Number (or
                      Total                           Shares (or Units)          Approximate Dollar Value)
                    Number of       Average           Purchased as Part          of Shares (or Units) that
                    Shares (or      Price Paid          of Publicly                May Yet Be Purchased
                      Units)        per Share        Announced Plans or             Under the Plans or
     Period         Purchased        Unit)              Programs *                      or Programs
-----------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>               <C>                            <C>
January                 -              $-                   -                           147,284
1-31, 2006
-----------------------------------------------------------------------------------------------------------

February 1-28,          -              $-                   -                           147,284
2006
-----------------------------------------------------------------------------------------------------------

March                 1,500          $19.06               1,500                         145,784
1-31, 2006
-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------
                      1,500          $19.06               1,500                         145,784
Total
-----------------------------------------------------------------------------------------------------------
</TABLE>

*    On October 19, 2005, the Registrant  announced a stock  repurchase plan for
     up to 5% of shares outstanding, or 147,000 shares.

                                       27
<PAGE>

Item 3.  Defaults Upon Senior Securities

         Not Applicable


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

         On  February  14,  2006,   the  Company  held  its  annual  meeting  of
         stockholders and the following was the only item presented:

         Election of Director  Donald J. Huber,  Director  Christopher S. Green,
         Director  Richard  G.  Spencer,  and  Director  Joanne  Ross  Wilder as
         Directors of the Company.  Director Huber received  2,409,924  votes in
         favor and 296,561 votes  withheld;  Director Green  received  2,409,943
         votes in favor and 296,542 votes withheld;  Director  Spencer  received
         2,386,835  votes in favor and  319,650  votes  withheld;  and  Director
         Wilder  received  2,407,913  votes in favor and 298,572 votes withheld.
         Director  Huber was  elected for a one-year  term  expiring in February
         2007.  Director Green,  Director Spencer,  and Director Wilder were all
         elected for a three-year term that expires in February 2009. There were
         no abstentions or broker non-votes.

Item 5.  Other Information

         (a) Not applicable.

         (b) Not applicable.

Item 6.  Exhibits

         The following exhibits are filed as part of this Report.
<TABLE>
<CAPTION>

<S>        <C>
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)
4.2        Amendment No. 1 to Rights Agreement (4)
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 (5)
10.4       1997 Employee Stock Compensation Program (6)
10.5       1993 Directors' Stock Option Plan (5)
10.6       1998 Group Term Replacement Plan (7)


                                       28
<PAGE>

10.7       1998 Salary Continuation Plan Agreement by and between W.L. Windisch, the
           Company and the Bank (7)
10.8       1998 Salary Continuation Plan Agreement by and between R.G. Spencer, the Company and the Bank (7)
10.9       1998 Salary Continuation Plan Agreement by and between M.A.  Mooney, the Company
           and the Bank (7)
10.10      Salary Continuation Plan Agreement with Lisa L. Griffith (2)
10.11      1998 Stock Compensation Plan (8)
10.12      2000 Stock Compensation Plan (9)
10.13      2001 Stock Compensation Plan (10)
10.14      2002 Stock Compensation Plan (11)
10.15      2005 Stock-Based Incentive Plan (12)
20.1       Dividend Reinvestment Plan (13)
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
</TABLE>

*    Not filed in  accordance  with the  provisions  of Item  601(b)(4)(iii)  of
     Regulation  S-K. The Company agrees to provide a copy of these documents to
     the Commission upon request.
(1)  Incorporated by reference from the exhibits  attached to the Prospectus and
     Proxy Statement of the Company  included in its  Registration  Statement on
     Form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
     (the "Registration Statement").
(2)  Incorporated by reference to an identically  numbered  exhibit in Form 10-K
     filed with the SEC on December 29, 2003.
(3)  Incorporated by reference from Form 8-A filed June 30, 2003.
(4)  Incorporated  by  reference  to  exhibit  4.2  to  Amendment  No.  1 to the
     Company's Registration Statement on Form 8-A filed March 17, 2005.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997.
(6)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(7)  Incorporated by reference to an identically  numbered  exhibit in Form 10-K
     filed with the SEC on December 29, 1998.
(8)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(9)  Incorporated by reference to Exhibit 4.1 to the Form S-8 filed with the SEC
     on January 19, 2001.
(10) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 29, 2002.
(11) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     February 26, 2003.
(12) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 7, 2005.
(13) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.


                                       29
<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 15, 2006          By: /s/ Richard G. Spencer
                                  ----------------------------------------------
                                  Richard G. Spencer
                                  President and Chief Executive Officer


Date:   May 15, 2006          By: /s/ Lisa L. Griffith
                                  ----------------------------------------------
                                  Lisa L. Griffith
                                  Sr. Vice President and Chief Financial Officer



                                       30