U.S. Securities and Exchange Commission

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

         For the quarterly period ended December 31, 1999

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

    For the transition period from ____________________ to ____________________

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

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

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

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

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

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

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

      Check whether the registrant  filed all documents and reports  required to
      be filed by Section 12, 13 or 15(d) of the Exchange Act after the
 distribution of securities under a plan confirmed by a court. Yes       No
                                                                   ---      ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,891,310 shares, par value
$0.01, at January 31, 2000                           ---------------------------
--------------------------

<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                                      Index

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

Item 1.  Financial Statements (Unaudited)

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

          Consolidated Statements of Income for the Three  Months Ended
               December 31, 1999 and 1998                                                2

          Consolidated Statements of Cash Flows for the Three Months Ended
               December 31, 1999 and 1998                                               3-4

          Consolidated Statement of Changes in Stockholders' Equity for the Three
               Months Ended December 31, 1999 and 1998                                   5

          Notes to Consolidated Financial Statements                                     6

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk                      17


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

Item 1.  Legal Proceedings                                                              18

Item 2.  Changes in Securities                                                          18

Item 3.  Defaults Upon Senior Securities                                                18

Item 4.  Submission of Matters to a Vote of Security Holders                            18

Item 5.  Other Information                                                              18

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

Signatures                                                                              19
</TABLE>

<PAGE>

Part I - Financial Information
Item 1 - Financial Statements

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

                                                      December 31, September 30,
           Assets                                         1999         1999
           ------                                         ----         ----

Cash and amounts due from
   depository institutions                               $   9,403    $   4,304
Interest-earning demand deposits with
   other institutions                                          644          364
Investment securities held-to-maturity                       5,285        3,625
Investment securities available-for-sale                    78,244       77,737
Loans receivable, net  (Notes 5 and 6)                     284,801      275,958
Mortgage-backed securities held-to-maturity                 14,740       13,400
Mortgage-backed securities available-for-sale               78,748       82,850
Real estate owned, net                                         248          107
Federal Home Loan Bank stock - at cost                       9,215        8,795
Accrued interest receivable, net                             2,872        2,886
Office premises and equipment, net                           4,696        4,700
Deferred tax asset                                           4,005        3,155
Prepaid expenses and other assets                            4,643        4,662
                                                         ---------    ---------
       Total Assets                                      $ 497,544    $ 482,543
                                                         =========    =========
         Liabilities and Net worth
         -------------------------
Liabilities:
   Savings and time deposits                             $ 273,027    $ 269,118
   Federal Home Loan Bank advances                         181,000      170,600
   Reverse repurchase agreements                             2,731        3,041
   Advance deposits by borrowers for
      taxes and insurance                                    2,780        1,298
   Accrued interest payable                                  1,115        1,153
   Accrued income taxes payable                                476          199
   Other accrued expenses and liabilities                    1,491          838
   Guaranteed preferred beneficial interest in
       Company's debentures                                 10,250       10,250
                                                         ---------    ---------
       Total Liabilities                                   472,870      456,497
                                                         ---------    ---------
Stockholders' equity (Notes 3 and 4):
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 1,994,533
      and 1,989,883 shares issued, respectively                 20           20
   Treasury stock, at cost - 99,175 and 55,575 shares       (1,586)        (953)
   Additional paid-in capital                               14,349       14,305
   Retained earnings - substantially restricted             17,603       16,736
   Accumulated other comprehensive income (loss),
      net of tax                                            (5,712)      (4,062)
                                                         ---------    ---------
       Total Stockholders' Equity                           24,674       26,046
                                                         ---------    ---------
       Total Liabilities and Stockholders' Equity        $ 497,544    $ 482,543
                                                         =========    =========

See accompanying notes to financial statements

                                       -1-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                  Consolidated Statements of Income (Unaudited)
                  ---------------------------------------------
                      (in thousands, except per share data)

                                               Three Months Ended December 31,
                                               -------------------------------
                                                    1999         1998
                                                    ----         ----
Interest income:
   Loans                                           $ 5,532      $ 4,679
   Mortgage-backed securities                        1,548        1,641
   Investment securities:
       Taxable                                         870          647
       Tax-exempt                                      494          416
   Deposits with other institutions                     10           13
                                                   -------      -------
      Total interest income                          8,454        7,396
                                                   -------      -------
Interest expense:
   Savings and time deposits                         2,543        2,827
   Guaranteed preferred beneficial interest
      in Company's debentures                          256          256
   Borrowed funds                                    2,434        1,543
                                                   -------      -------
      Total interest expense                         5,233        4,626
                                                   -------      -------
Net interest income before provision
   for loan losses                                   3,221        2,770
Provision for loan losses                              120          105
                                                   -------      -------
Net interest income after provision
   for loan losses                                   3,101        2,665
                                                   -------      -------
Other income:
   Loan service charges and fees                        59           45
   Loss on sale of investment and
      mortgage-backed securities, net                   (2)          --
   Gain on sale of loans                                 2            4
   Deposit service charges and fees                    171          126
   Other operating income                              202          150
                                                   -------      -------
      Total other income                               432          325
                                                   -------      -------
Operating expenses:
   Compensation and employee benefits                1,231        1,192
   Occupancy and equipment expense                     170          210
   Depreciation and amortization                       141          147
   Federal insurance premiums                           40           38
   (Gain) loss on real estate owned, net                21          (45)
   Other operating expenses                            446          445
                                                   -------      -------
      Total operating expenses                       2,049        1,987
                                                   -------      -------
Income before income tax provision                   1,484        1,003
Income tax provision                                   419          301
                                                   -------      -------
   Net income                                      $ 1,065      $   702
                                                   =======      =======
Basic earnings per common share (Note 3)           $  0.56      $  0.35
                                                   =======      =======
Diluted earnings per common share (Note 3)         $  0.55      $  0.35
                                                   =======      =======
Dividends per common share                         $  0.10      $  0.09
                                                   =======      =======
See accompanying notes to financial statements

                                       -2-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows (Unaudited)
                -------------------------------------------------

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                Three Months Ended December 31,
                                                                -------------------------------
                                                                          1999        1998
                                                                          ----        ----
<S>                                                                  <C>         <C>
Operating Activities:
---------------------
     Net income                                                        $  1,065    $    702

     Adjustments  to  reconcile  net income to net
     cash provided by operating activities:
         Provision for loan losses                                          120         105
         (Gain) loss on real estate owned                                    21         (45)
         Depreciation of premises and equipment                             141         147
         Deferred loan fee amortization                                     (44)        (91)
         Amortization of investment and mortgage-backed
           securities discounts/premiums, net                                49         104
         Net loss on sale of investment securities                            2          --
         Net (gain) on sale of loans                                         (2)         (4)
         Origination of loans held-for-sale                                  --        (477)
         Proceeds from sale of loans held-for-sale                           --         479
         (Increase) decrease in interest receivable                          14        (197)
         Increase (decrease) in accrued income taxes                        277         221
         Increase (decrease) in interest payable                            (38)        (76)
         Other changes, net                                                  67         843
                                                                        -------     -------
        Net cash provided (used) by operating activities                  1,672       1,711
                                                                        -------     -------

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

     Proceeds from sales of investment securities available-for-sale      1,001          --
     Proceeds from maturities and principal repayments of
        investment securities available-for-sale                          1,003       4,508
     Purchases of investment securities available-for-sale               (3,943)    (11,832)
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                              2,998       7,387
     Purchases of mortgage-backed securities available-for-sale              --     (19,023)
     Purchases of investment securities held-to-maturity                 (1,660)         --
     Proceeds from principal repayments of mortgage-backed
       securities held-to-maturity                                          619       2,356
     Purchases of mortgage-backed securities held-to-maturity            (1,974)         --
     Net (increase) decrease in loans                                    (9,145)    (10,991)
     Proceeds from sale of other loans                                      228         141
     Additions to office premises and equipment                            (137)       (483)
     Net purchases of FHLB Stock                                           (420)     (1,133)
                                                                        -------     -------
  Net cash provided (used) by investing activities                      (11,430)    (29,070)
                                                                        -------     -------

</TABLE>
                                       -3-

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

                                                 Three Months Ended December 31,
                                                 -------------------------------
                                                           1999        1998
                                                           ----        ----

Financing Activities:
Net increase (decrease) in savings deposits               3,909      11,141
Increase (decrease) in reverse repurchase agreements       (310)        488
Net increase (decrease) in FHLB advances                 10,400      18,350
Increase in advance payments by borrowers for
  taxes and insurance                                     1,482       1,221
Net increase in treasury tax and loan accounts              443         114
Cash dividends paid                                        (198)       (177)
Stock options exercised                                      23           6
Proceeds from sale of stock                                  21          25
Purchase of treasury stock                                 (633)         --
                                                       --------    --------
Net cash provided (used) by financing activities         15,137      31,168
                                                       --------    --------
Increase (decrease) in cash and cash equivalents          5,379       3,809

Cash and cash equivalents at beginning of period          4,668       3,152
                                                       --------    --------
Cash and cash equivalents at end of period             $ 10,047    $  6,961
                                                       ========    ========


Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:
  Interest on deposits and other borrowings            $  5,271    $  4,624
  Income taxes                                         $    142    $     65
                                                       --------    --------
Transfer of loans to real estate owned                 $    160    $     28
                                                       --------    --------




See accompanying notes to financial statements.

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

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                                              Accumulated
                                                                                                                 Other
                                                                                                             Comprehensive
                                                                                                                 Income
                                                   Common         Paid-in        Treasury       Retained         (Loss)
                                                   Stock          Capital         Stock         Earnings       Net of Tax     Total
                                                   -----          -------         -----         --------       ----------     -----
<S>                                               <C>           <C>            <C>            <C>               <C>       <C>
Balance at September 30, 1998                      $  20         $ 14,168          $  0         $ 14,106          $ 727     $29,021
                                                   -----         --------          ----         --------          -----     -------
Comprehensive income:
     Net income                                                                                      702                        702
     Other comprehensive loss,
       net of tax of ($137)                                                                                        (266)       (266)
                                                   -----         --------          ----         --------          -----     -------
Total comprehensive income (loss)                     --               --            --              702           (266)        436

Cash dividends paid                                                                                 (177)                      (177)

 Sale of stock through Dividend
    Reinvestment Plan                                                  25                                                        25

 Stock options exercised                                                6                                                         6
                                                   -----         --------          ----         --------          -----     -------

Balance at December 31, 1998                       $  20         $ 14,199          $  0         $ 14,631          $ 461    $ 29,311
                                                   =====         ========          ====         ========          =====    ========



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

Comprehensive income:
     Net income                                                                                    1,065                      1,065
     Other comprehensive loss,
       net of tax of ($850)                                                                                      (1,650)     (1,650)
                                                   -----         --------          ----         --------          -----     -------

Total comprehensive income (loss)                     --               --            --            1,065         (1,650)       (585)

    Cash dividends paid                                                                             (198)                      (198)

    Treasury stock purchased -
       43,600 shares                                                               (633)                                       (633)

    Sale of stock through Dividend
       Reinvestment Plan                                               21                                                        21

  Stock options exercised                                              23                                                        23
                                                   -----         --------          ----         --------          -----     -------

Balance at December 31, 1999                       $  20          $14,349       $(1,586)        $ 17,603       $(5,712)     $24,674
                                                   =====          =======       =======         ========       =======      =======
</TABLE>

                                       -5-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                    September 30, 1999 and December 31, 1999

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

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

(3) Earnings Per Share
    ------------------
Basic EPS  excludes  dilution  and is computed by dividing  income  available to
common  stockholders by the weighted average number of common shares outstanding
for the period.  Diluted EPS reflects the potential dilution that could occur if
securities or other  contracts to issue common stock were exercised or converted
into common  stock or resulted in the  issuance of common stock that then shared
in the earnings of the Company.  The following  table sets forth the computation
of basic and diluted earnings per share (amounts in thousands,  except per share
data):

                                                Three Months Ended
                                                   December 31,
                                                 1999           1998
                                              ------------------------
Numerator:
Net income                                     $1,065         $  702
                                               ------         ------
   Numerator for basic and
    diluted earnings per share                 $1,065         $  702
                                               ------         ------
Denominator:
Denominator for basic earnings
   per share - weighted average shares          1,918          1,980
Effect of dilutive securities:
   Employee stock options                          25             51
                                               ------         ------
Denominator for diluted earnings
   per share - weighted average
   shares and assumed conversions               1,943          2,031
                                                =====          =====
Basic earnings per share                       $  .56         $  .35
                                               ======         ======
Diluted earnings per share                     $  .55         $  .35
                                               ======         ======

                                       -6-
<PAGE>
(4) Securities
    ----------
The Company accounts for investments in debt and equity securities in accordance
with SFAS No. 115, which requires that investments be classified as either:  (1)
Securities   Held-to-  Maturity  -  reported  at  amortized  cost,  (2)  Trading
Securities  - reported at fair value,  or (3)  Securities  Available-for-Sale  -
reported   at  fair   value.   Unrealized   gains  and  losses  for   securities
available-for-sale  are reported as other comprehensive  income in stockholders'
equity. Unrealized losses of $5.7 million, net of tax, on investments classified
as available-for-sale were recorded at December 31, 1999.

(5) Loans Receivable
    ----------------
         Loans  receivable  are  comprised of the following  (dollar  amounts in
thousands):
                                           December 31,  September 30,
                                                1999         1999
                                                ----         ----
First mortgage loans:
         Conventional:
                  1-4 family dwellings     $ 166,084    $ 156,112
                  Multi-family dwellings       4,180        4,007
         Commercial                           25,212       26,513
         Construction                         18,995       22,689
                                           ---------    ---------
                                             214,471      209,321
                                           ---------    ---------
Less:
         Loans in process                    (12,984)     (14,696)
         Unearned discounts and fees          (1,477)      (1,453)
                                           ---------    ---------
                                             200,010      193,172
                                           ---------    ---------
Installment loans:
         Home equity                          51,641       51,316
         Consumer loans                        1,722        1,802
         Credit cards                          3,061        2,859
         Other                                 1,969        1,892
                                           ---------    ---------
                                              58,393       57,869
                                           ---------    ---------
Commercial business loans and leases:
         Commercial business loans            23,053       22,072
         Commercial leases                     5,809        5,322
                                           ---------    ---------
                                              28,862       27,394
                                           ---------    ---------

Less: Allowance for loan losses               (2,464)      (2,477)
                                           ---------    ---------

         Loans receivable, net             $ 284,801    $ 275,958
                                           =========    =========

(6) Allowance for Loan Losses
    -------------------------
Changes in the allowance for loan losses for the three months ended December 31,
1999 and 1998 are as follows (dollar amounts in thousands):

                                             1999       1998
                                             ----       ----
Balance at beginning of the fiscal year   $ 2,477    $ 2,243
Provision for loan losses                     120        105
Charge-offs                                  (151)       (59)
Recoveries                                     18          1
                                          -------    -------
Balance at December 31,                   $ 2,464    $ 2,290
                                          =======    =======


                                       -7-

<PAGE>

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 December 31, 1999, the recorded investment in loans that are considered to be
impaired under SFAS No. 114 was $104,000. Included in this amount is $104,000 of
impaired loans for which the related  allowance for loan losses is $10,000,  and
no impaired  loans that as a result of  write-downs do not have an allowance for
loan losses. The average recorded  investment in impaired loans during the three
months ended December 31, 1999 was $204,000. For the three months ended December
31, 1999,  the Company  recognized no interest  income on those  impaired  loans
using the cash basis of income recognition.

(7) Comprehensive Income
    --------------------
In June 1997, the FASB issued SFAS No. 130, "Reporting  Comprehensive  Income ."
SFAS No. 130  establishes  standards for reporting and display of  comprehensive
income and its components (revenue,  expenses,  gains, and losses) in a full set
of general purpose  financial  statements.  SFAS No. 130 requires that all items
that are required to be recognized under  accounting  standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. SFAS No. 130 requires that an
enterprise (a) classify items of other comprehensive income by their nature in a
financial   statement  and  (b)  display  the   accumulated   balance  of  other
comprehensive  income separately from retained  earnings and additional  paid-in
capital in the equity  section of a statement  of  financial  position.  For the
three months ended December 31, 1999 and 1998, the company's total comprehensive
income (loss) was ($585,000)  and $436,000,  respectively.  Total  comprehensive
income  (loss) is  comprised  of net income of $1.065  million and  $702,000 and
other comprehensive loss of ($1.65 million) and ($266,000).  Other comprehensive
income  consists of  unrealized  gains and losses on investment  securities  and
mortgage-backed securities available-for-sale.

(8) New Branch
    ----------
On October 1, 1998, the Bank opened its ninth full service branch office at 2034
Penn Avenue in Pittsburgh's Strip District.  The building in which the branch is
located was leased from an independent third party until it was purchased by the
Bank in June 1999.



                                       -8-

<PAGE>



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

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATIONS


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

Comparison of Financial Condition at September 30, 1999 and December 31, 1999
--------------------------------------------------------------------------------

Total assets of the Company increased $15.0 million or 3.1% to $497.5 million at
December 31, 1999 from $482.5 million at September 30, 1999. Significant changes
in individual  categories were increases in cash and amounts due from depository
institutions  of $5.1 million,  loans  receivable  of $8.8  million,  investment
securities  held-to-maturity  of $1.7 million,  and  mortgage-backed  securities
held-to-maturity  of $1.3  million.  Partially  offsetting  these  results was a
decrease in mortgage-backed  securities  available-for-sale of $4.1 million. The
increase in cash primarily  reflected  preparations the Bank made to prepare for
possible  customer  needs for cash in connection  with the Year 2000  situation.
Subsequent to December 31, 1999,  cash levels have been returned to more normal,
lower levels.

Total  liabilities  of the Bank  increased  by $16.4  million  or 3.6% to $472.9
million at December  31, 1999 from $456.5  million at September  30,  1999.  The
increase  primarily  reflects a $10.4 million increase in Federal Home Loan Bank
advances and a $3.9 million increase in savings and time deposits. Advances were
used to fund asset growth that was not supported by deposit increases.

Stockholders' equity decreased $1.3 million or 5.3% to $24.7 million at December
31, 1999,  compared to September 30, 1999.  This result  reflects net income for
the three month period ended December 31, 1999 of $1.06  million,  stock options
exercised of $23,000 and stock issued  under the Dividend  Reinvestment  Plan of
$21,000.  Offsetting  these  increases  were common stock cash dividends paid of
$198,000,  an  increase  in  net  unrealized  holding  losses,  net of  tax,  on
securities  available-for-sale  of $1.65  million,  and the purchase of treasury
stock at cost for $633,000.

Non-Performing Assets
---------------------
The following table sets forth information  regarding non-accrual loans and real
estate  owned  by the  Bank at the  dates  indicated.  The Bank did not have any
accruing loans which were 90 days or more overdue or



                                       -9-
<PAGE>


any loans  which were  classified  as  troubled  debt  restructuring  during the
periods presented. (Dollar amounts in thousands):

                                               December 31,     September 30,
                                                   1999             1999
                                                   ----             ----
Non-accrual residential real
  estate loans (one-to-four-family)              $  272           $  250

Non-accrual construction, multi-family
  residential and commercial real estate loans      200            1,362

Non-accrual installment and
  commercial business loans                         661              773
                                                 ------           ------

Total non-performing loans                       $1,133           $2,385
                                                 ======            =====

Total non-performing loans as
  a percent of net loans receivable                 .40%             .86%
                                                 ======            =====

Total real estate owned                          $  248           $  107
                                                 ======            =====

Total non-performing loans and real estate
  owned as a percent of total assets                .28%             .52%
                                                 ======            =====


Included in  non-performing  loans at December  31, 1999 are five  single-family
residential  real estate loans totaling  $272,000,  two  commercial  real estate
loans totaling  $200,000,  15 installment loans (including home equity loans and
credit card loans)  totaling  $173,000,  two commercial  business loans totaling
$466,000 and two commercial business leases totaling $22,000.

At December 31, 1999,  the Bank had an allowance for loan losses of $2.5 million
or .87% of net loans receivable,  as compared to an allowance of $2.5 million or
 .90% of net loans  receivable  at September  30, 1999.  The  allowance  for loan
losses equals 217.4% of non-performing loans at December 31, 1999.

Management has evaluated its entire loan portfolio,  these non-performing loans,
and the overall  allowance  for loan losses and is satisfied  that the allowance
for losses on loans at December 31, 1999 is appropriate. See also "Provision for
Loan Losses."

Real  estate  owned  at  December  31,  1999,   consists  of  one  single-family
residential  property located in Pittsburgh,  Pennsylvania  totaling $90,000 and
one commercial building located in Pittsburgh,  Pennsylvania  totaling $158,000.
Both properties are currently  under agreement for sale and management  believes
that the carrying value of the properties at December 31, 1999  approximates the
fair  value  less  costs  to  sell.  However,  while  management  uses  the best
information available to make such determinations, future adjustments may become
necessary.

                                      -10-


<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
              for the Three Months Ended December 31, 1999 and 1998
              -----------------------------------------------------


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

Net income for the three  months  ended  December  31,  1999 was $1.065  million
compared  to $702,000  for the same  period in 1998,  an increase of $363,000 or
51.7%. The increase reflects an increase in net interest income before provision
for loan losses of $451,000 or 16.3%, an increase in other income of $107,000 or
32.9%,  an increase  in the  provision  for loan losses of $15,000 or 14.3%,  an
increase in other  operating  expenses of $62,000 or 3.1% and an increase in the
provision for income taxes of $118,000 or 39.2%.

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

The Bank's interest rate spread,  the difference  between yields calculated on a
tax-equivalent basis on interest-earning assets and the cost of funds, increased
to 2.89% in the three  months  ended  December  31,  1999 from 2.70% in the same
period in 1998.  The  following  table  shows the average  yields  earned on the
Bank's   interest-earning   assets   and   the   average   rates   paid  on  its
interest-bearing  liabilities for the periods indicated,  the resulting interest
rate spreads, and the net yields on interest-earning assets.

                                          Three Months Ended December 31,
                                                  1999       1998
                                                  ----       ----
Average yield on:
   Mortgage loans                                 7.61%      8.08%
   Mortgage-backed securities                     6.52       6.06
   Installment loans                              8.10       8.34
   Commercial business loans                      9.06       9.26
   Interest-earning deposits with other
     institutions, investment securities,
     and FHLB stock (1)                           6.84       6.63
                                                  ----       ----
   Total interest-earning assets                  7.39       7.38
                                                  ----       ----
Average rates paid on:
   Savings and time deposits                      3.76       4.19
   Borrowed funds                                 5.28       5.74
                                                  ----       ----
   Total interest-bearing liabilities             4.50       4.68
                                                  ----       ----

Average interest rate spread                      2.89%      2.70%
                                                  ====       ====

Net yield on interest-earning assets              2.93%      2.87%
                                                  ====       ====

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




                                      -11-


<PAGE>
Interest Income
---------------

Interest  on loans  increased  $853,000  or 18.2% to $5.5  million for the three
months  ended  December  31,  1999,  compared  to the same  period in 1998.  The
increase  reflects an increase in the average  loan balance  outstanding  during
1999,  partially offset by a decrease in the yield earned on the loan portfolio.
The  increase in the average  balance of the loan  portfolio  in the fiscal 2000
period reflects  management's  continued  strategy of emphasizing and increasing
loans.  The lower yield  earned on the  portfolio  reflects  the lower long term
interest  rate  environment  that existed for much of fiscal 1999,  as new loans
originated were at lower rates and more existing borrowers refinanced into lower
rate loans.  While interest rates have risen in fiscal 2000, the effect of loans
originated at these higher rates has not been significant as yet.

Interest on mortgage-backed securities decreased $93,000 or 5.7% to $1.5 million
for the three months ended  December 31, 1999, as compared to the same period in
1998. The decrease for the three month period ended December 31, 1999,  reflects
a decrease in the average  balance of  mortgage-backed  securities  owned in the
fiscal 2000 period, as compared to fiscal 1999,  partially offset by an increase
in the average yield earned on the portfolio.

Interest on  interest-earning  deposits with other  institutions  and investment
securities  increased  $298,000  or 27.7% to $1.4  million  for the three  month
period  ended  December 31,  1999,  as compared to the same period in 1998.  The
increase  reflects both an increase in the average  balance in the portfolio and
an increase in the yield earned on these investments.

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

Interest  on  savings  and time  deposits  decreased  $284,000  or 10.0% to $2.5
million for the three month period ended  December  31, 1999,  respectively,  as
compared to the same period in the prior year.  The decrease for the three month
period in fiscal  2000 as  compared  to fiscal  1999  reflects a decrease in the
average cost of deposits,  partially  offset by a small  increase in the average
balance of savings and time deposits.

Interest on borrowed funds  increased  $891,000 or 57.7% to $2.4 million for the
three month  period ended  December 31, 1999,  as compared to the same period in
the prior  year.  The  increases  for the period in fiscal  2000 as  compared to
fiscal 1999 reflects an increase in Federal Home Loan Bank ("FHLB") advances and
reverse  repurchase  agreements  outstanding  during  the fiscal  2000  periods,
partially  offset  by a  decrease  in the  cost of  those  borrowings.  The Bank
continues  to rely on these  wholesale  funding  sources  in  fiscal  2000 as an
additional way to fund growth.

Interest on guaranteed preferred beneficial interest in Company's debentures was
$256,000  for the three month  periods  ended  December  31, 1999 and 1998.  The
Preferred Securities were issued in May 1997.

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

The Bank's net  interest  income  before  provision  for loan  losses  increased
$451,000 or 16.3% to $3.2 million for the three month period ended  December 31,
1999,  as  compared  to the same  period  in the prior  year.  The  increase  is
primarily attributable to an increase in net interest-earning assets, as well as
an increased interest rate spread.


                                      -12-
<PAGE>

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

The  provision  for loan losses  increased  $15,000 or 14.3% to $120,000 for the
three month  period ended  December 31, 1999,  as compared to the same period in
the prior year. The provision for both years reflects management's evaluation of
the loan portfolio,  current economic conditions, and other factors as described
below.  Based on this  evaluation,  the  allowance for loan losses has increased
from $2.2  million at December  31, 1998 to $2.5  million at December  31, 1999.
Loan  charge-offs,  net of  recoveries,  were $133,000 in the three month period
ended  December  31,  1999,  compared to $58,000 in the same period in the prior
year.

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

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

Total  non-interest or other income increased  $107,000 or 32.9% to $432,000 for
the three month period ended  December 31, 1999,  as compared to the same period
in the prior year.

Loan service  charges and fee income,  which  includes late charges on loans and
fees for loans  serviced for others,  increased  $14,000 or 31.1% to $59,000 for
the three month period ended  December 31, 1999,  as compared to the same period
in the prior year. The increase is primarily  attributable  to the collection of
title insurance fees related to mortgages  originated.  The Bank became licensed
to collect such fees in late fiscal 1999.

Loss on the sale of investment and mortgage-backed securities was $2,000 for the
three month period ended December 31, 1999. There were no sales of securities in
the prior year period. All sales were made from the available-for-sale portfolio
in the  periods  and  were  done to  reflect  current  economic  conditions  and
asset/liability management strategies, as well as changing market conditions.

Gain on sale of loans was $2,000 for the three month period  ended  December 31,
1999,  as  compared  to a gain of $4,000 in the  comparable  period in the prior
year. The Bank sells education  loans to the Student Loan Marketing  Association
("SLMA").  Such  sales  generally  result in some gain or loss  being  realized.
Results generally reflect the timing of such sales.

Deposit service charges and fees increased  $45,000 or 35.7% to $171,000 for the
three month  period ended  December 31, 1999,  as compared to the same period in
the prior year. The increase  primarily  reflects the revamping in calendar year
1999 of the Bank's service charge structure for deposit accounts, which resulted
in increased fees collected.



                                      -13-
<PAGE>

Other operating income includes  miscellaneous  sources of income, which consist
primarily  of  automated  teller  machine  fees,  fees from the sale of cashiers
checks and money orders,  and safe deposit box rental  income.  Other  operating
income  increased  $52,000 or 34.7% to $202,000 for the three month period ended
December  31,  1999,  as  compared  to the same  period in the prior  year.  The
increase  for the three month period is  primarily  due to  increased  automated
teller machine fees and fees earned from a program,  introduced in July 1998, to
sell non-insured  investment products such as mutual funds and annuities to both
Bank and nonbank customers.

Other Expenses
--------------

Total operating expenses increased $62,000 or 3.1% to $2.0 million for the three
month  period ended  December  31,  1999,  as compared to the same period in the
prior year.

Compensation,  payroll  taxes and fringe  benefits,  the  largest  component  of
operating  expenses,  increased  $39,000 or 3.3% to $1.2  million  for the three
month  period ended  December  31,  1999,  as compared to the same period in the
prior year.  Factors  contributing to the increase were normal salary increases,
higher bonuses awarded, and an increase in health care expenses.

Office occupancy and equipment  expense  decreased  $40,000 or 19.0% to $170,000
for the three month  period ended  December  31,  1999,  as compared to the same
period in the prior year. Factors contributing to the decrease are a decrease in
rent expense,  resulting from the Bank  purchasing  the previously  leased Strip
District branch, and a decrease in equipment maintenance costs.

Depreciation and amortization decreased $6,000 or 4.1% to $141,000 for the three
month  period ended  December  31,  1999,  as compared to the same period in the
prior year.  The results  reflect some  equipment  becoming  fully  depreciated,
partially  offset by  depreciation on equipment added or updated during the past
year and depreciation on the new Strip District branch.

Federal deposit insurance  premiums  increased $2,000 or 5.3% to $40,000 for the
three month  period ended  December 31, 1999,  as compared to the same period in
1998. The insurance payments reflect the increasing average level of savings and
time deposits outstanding.

Net loss on real estate owned was $21,000 for the three  months  ended  December
31, 1999, as compared to a net gain of $45,000 in the comparable period in 1998.
Results  for the  periods  reflect  the sale or  write-down  to fair  value less
estimated  costs to sell of property held as real estate owned.  At December 31,
1999,  the Bank had one  single  family  property  and one  commercial  property
classified as real estate owned.

Other operating expenses,  which consists of check processing costs,  consulting
fees, legal and audit fees,  advertising,  bank charges and other administrative
expenses,  increased  $1,000 or .2% to $446,000 for the three month period ended
December 31, 1999, as compared to the same period in the prior year. Significant
variations  between the three month period in fiscal 2000, as compared to fiscal
1999,  include  increases in bank service  charges,  legal fees,  audit fees and
charitable  contributions,  partially  offset by decreases in  consulting  fees,
stationary and supplies expense, and telephone expense.




                                      -14-
<PAGE>


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

Income taxes increased  $118,000 or 39.2% to $419,000 for the three month period
ended  December 31, 1999, as compared to the same period in the prior year.  The
increase  in taxes for the three  month  period  ended  December  31,  1999,  as
compared  to the same  period  in the  prior  year,  primarily  results  from an
increase in taxable income,  partially offset by a decrease in the effective tax
rate.  The decrease in the  effective tax rate is primarily  attributable  to an
increase in tax-exempt  investments generating non-taxable income. The effective
tax rate  decreased to 28.2% for the three month period ended December 31, 1999,
from 30.0% in the comparable prior year period.

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

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including  the  Preferred  Securities  issued by the Trust in 1997.  The
Preferred  Securities  may comprise up to 25% of the  Company's  Tier 1 capital.
Total  capital  includes  Tier 1 capital and other forms of capital  such as the
allowance for loan losses,  subject to limitations,  and subordinated  debt. The
guidelines  establish a minimum standard risk-based target ratio of 8%, of which
at least 4% must be in the form of Tier 1 capital.  At December  31,  1999,  the
Company had Tier 1 capital as a percentage of risk-weighted assets of 13.84% and
total risk-based capital as a percentage of risk-weighted assets of 14.76%.

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum ratio of Tier 1 capital as a percentage  of total assets (the  "Leverage
Ratio") of 3% for bank holding companies that meet certain  criteria,  including
that they  maintain  the  highest  regulatory  rating.  All other  bank  holding
companies are required to maintain a Leverage Ratio of at least 4% or be subject
to prompt  corrective  action by the Federal Reserve.  At December 31, 1999, the
Company had a Leverage Ratio of 8.19%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other institutions. At December 31, 1999, the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.87% of  average  total  assets,  as
defined.

The Bank is also  required to maintain a ratio of  qualifying  total  capital to
risk-weighted assets and off-balance sheet items of a minimum of 8%. At December
31, 1999,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 12.43%.


                                      -15-
<PAGE>

A reconciliation of Stockholders'  Equity for the Bank to Regulatory  Capital is
as follows (dollar amounts in thousands):

Stockholder's equity at December 31, 1999 (1)        $ 27,943
Plus: Unrealized losses on debt securities              5,400
                                                     --------
Tier 1 Capital at December 31, 1999                    33,343
Plus: Qualifying loan loss allowance                    2,464
                                                     --------
Total capital at December 31, 1999                   $ 35,807
                                                     ========

(1) Represents  equity  capital  of the  Bank as  reported  to the  FDIC and the
    Pennsylvania Department of Banking on Form 032.

Liquidity
---------

The Bank's  primary  sources of funds have  historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent,  loans.  At December 31, 1999,  the total of approved  loan  commitments
amounted to $3.0 million. In addition, the Bank had $13.0 million of undisbursed
loan funds at that date. The amount of savings  certificates which mature during
the next twelve months totals approximately $93.3 million, a substantial portion
of which management believes,  on the basis of prior experience,  will remain in
the Bank.

Year 2000
---------

Like many  financial  institutions,  the Company  relies on computers to conduct
business and information  systems  processing.  Industry  experts were concerned
that on January 1, 2000,  some computers  might not be able to interpret the new
year properly,  causing  computer  malfunctions.  Some banking  industry experts
remain  concerned  that some  computers may not be able to interpret  additional
dates in the Year 2000  properly.  We have  operated and  evaluated our computer
operating  systems  following January 1, 2000 and have not identified any errors
or experienced any computer system malfunctions. We will continue to monitor our
information systems to assess whether our systems are at risk of misinterpreting
any future dates and will develop  appropriate  contingency plans to prevent any
potential system malfunction or correct any system failures. The company has not
been informed of any such problem  experienced  by its vendors or its customers,
nor by any of the municipal agencies that provide services to the Company.

Nevertheless,  it is too soon to  conclude  that there will not be any  problems
arising  from the  Year  2000  problem,  particularly  at some of the  Company's
vendors.  The company will continue to monitor its significant  vendors of goods
and services  with  respect to Year 2000  problems  they may  encounter as those
issues effect the Company's ability to continue  operations,  or might adversely
affect the Company's financial  position,  results of operations and cash flows.
The Company  does not believe at this time that these  potential  problems  will
materially  impact  the  ability  of the  Company to  continue  its  operations:
however, no assurance can be given that this will be the case.

The  expectations  of the  Company  contained  in this  section on Year 2000 are
forward  looking  statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995 and involve  substantial  risks and uncertainties
that may cause actual results to differ  materially  from those indicated by the
forward-looking  statements.  All forward looking statements in this section are
based on information available to the Company on the date of this document,  and
the Company assumes no obligation to update such forward looking statements.

                                      -16-


<PAGE>
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

           There  have  been  no  material  changes  in  information   regarding
           quantitative and qualitative  disclosures  about market risk from the
           information presented as of September 30, 1999 (in the Company's Form
           10-K) to December 31, 1999.





                                      -17-


<PAGE>

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

Item. 1  Legal Proceedings
          The Bank is not involved in any pending legal  proceedings  other than
          non-material  legal  proceedings  undertaken in the ordinary course of
          business.

Item 2.  Changes in Securities
             None

Item 3.  Defaults Upon Senior Securities
           Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders
          None

Item 5.  Other Information
             None

Item 6.  Exhibits and Reports on Form 8-K
(a)      Exhibits.
           The following exhibits are filed as part of this Report.
<TABLE>
<CAPTION>
<S>           <C>
                 2.     Agreement and Plan of Reorganization (1)
                 3.1    Articles of Incorporation (1)
                 3.2    Bylaws (1)
                 4.     Common Stock Certificate (2)
                 10.1   Employee Stock Ownership Plan, as amended (2)
                 10.2   1988 Employee Stock Compensation Program (2)
                 10.3   1993 Employee Stock Compensation Program (3)
                 10.4   1997 Employee Stock Compensation Program (4)
                 10.5   1993 Directors' Stock Option Plan (3)
                 10.6   Employment Agreement between the company, the Bank and William L. Windisch (2)
                 10.7   1998 Group Term Replacement Plan (5)
                 10.8   1998 Salary Continuation Plan Agreement by and between W.L. Windisch, the
                           Company and the Bank (5)
                 10.9   1998 Salary Continuation Plan Agreement by and between R.G. Spencer, the
                           Company and the Bank (5)
                 10.10  1998 Salary Continuation Plan Agreement by and between M.A.  Mooney, the Company and the Bank
                 10.11  1998 Stock Compensation Plan (5)
                 20.1   Dividend Reinvestment Plan
                 27     Financial Data Schedule (in electronic filing only)
</TABLE>

(b)  Reports on Form 8-K
     ---------------------------------------------------------------------------
     None
     ---------------------------------------------------------------------------
(1)  Incorporated by reference from the exhibits  attached to the Prospectus and
     Proxy Statement of the Company  included in its  Registration  Statement on
     form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
     (the  "Registration  Statement").
(2)  Incorporated by reference from the Registration Statement
(3)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997
(4)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(5)  Incorporated by refrence from an exhibit filed in Form 10-K filed with the
     SEC on December 29, 1998.
(6)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.

                                      -18-


<PAGE>

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




                                          FIDELITY BANCORP, INC.



Date:  February 9, 2000                   By:    /s/ William L. Windisch
                                                 -------------------------------
                                                 William L. Windisch
                                                 President and Chief Executive
Officer


Date:  February 9, 2000                   By:    /s/ Richard G. Spencer
                                                 -------------------------------
                                                 Richard G. Spencer
                                                 Executive Vice President and
                                                 Chief Financial Officer


                                      -19-