U.S. Securities and Exchange Commission

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2002
                                                 --------------

      [ ] 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           (IRS Employer Identification No.)
incorporation or organization


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

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

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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 2,086,405 shares, par value
$0.01, at April 30, 2002                             ---------------------------
------------------------

<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

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

               Consolidated Statements of Financial Condition as of March 31, 2002 and                         1
               September 30, 2001

               Consolidated Statements of Income for the Three and Six Months Ended                            2
               March 31, 2002 and 2001

               Consolidated Statements of Cash Flows for the Six Months Ended                                3-4
               March 31, 2002 and 2001

               Consolidated Statements of Changes in Stockholders' Equity for the Six Months                   5
               Ended March 31, 2002 and 2001

               Notes to Consolidated Financial Statements                                                      6

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations          11

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                     18


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

Item l.        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                                            19

Item 5.        Other Information                                                                              19

Item 6.        Exhibits and Reports on Form 8-K                                                               19

Signatures                                                                                                    20
</TABLE>

<PAGE>

Part I - Financial Information
Item 1.  Financial Statements

                               FIDELITY BANCORP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Financial Condition (Unaudited)
                      ----------------------------------------------------------
                                   (in thousands except share data)
<TABLE>
<CAPTION>
                                                                March 31,  September 30,
              Assets                                              2002         2001
              ------                                              ----         ----
<S>                                                          <C>          <C>
Cash and amounts due from depository institutions              $   8,312    $   7,392
Interest-earning demand deposits with other institutions           7,877          639
Investment securities held-to-maturity                            33,964       19,835
Investment securities available-for-sale                          85,775       87,893
Mortgage-backed securities held-to-maturity                       36,964       30,675
Mortgage-backed securities available-for-sale                     64,872       62,924
Loans receivable, net  (Notes 6 and 7)                           322,782      318,600
Loans held for sale                                                  892          344
Real estate owned, net                                               401          314
Federal Home Loan Bank stock - at cost                             9,605        9,872
Accrued interest receivable, net                                   3,681        3,433
Office premises and equipment, net                                 5,474        5,300
Deferred tax asset                                                 2,162        1,221
Goodwill and other intangible assets                               2,791        1,863
Prepaid income taxes                                                 405          377
Securities sold, but not settled                                     166            -
Prepaid expenses and other assets                                  6,290        4,742
                                                               ---------    ---------
       Total Assets                                            $ 592,413    $ 555,424
                                                               =========    =========


                    Liabilities and Net worth
                    -------------------------
Liabilities:
   Savings and time deposits                                   $ 340,154    $ 313,501
   Federal Home Loan Bank advances                               189,738      184,457
   Guaranteed preferred beneficial interest in
       Company's debentures                                       10,250       10,250
   Securities sold under agreement to repurchase                   5,607        4,599
   Other borrowings                                                  782          474
   Advance deposits by borrowers for
      taxes and insurance                                          3,630        1,320
   Accrued interest payable                                        1,763        1,808
   Securities purchased, but not settled                             769        2,536
   Other accrued expenses and liabilities                          2,637        1,193
                                                               ---------    ---------
       Total Liabilities                                         555,330      520,138
                                                               ---------    ---------

Stockholders' equity (Notes 4 and 5):
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,251,578
      and 2,236,623 shares issued, respectively                       23           22
   Treasury stock, at cost - 166,625 and 261,988 shares           (2,358)      (3,872)
   Additional paid-in capital                                     15,071       14,789
   Retained earnings - substantially restricted                   24,474       22,887
   Accumulated other comprehensive income (loss), net of tax        (127)       1,460
                                                               ---------    ---------
       Total Stockholders' Equity                                 37,083       35,286
                                                               ---------    ---------
       Total Liabilities and Stockholders' Equity              $ 592,413    $ 555,424
                                                               =========    =========
</TABLE>
See accompanying notes to consolidated financial statements.

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

                                                                           Three Months Ended    Six Months Ended
                                                                                March 31,             March 31,
                                                                           ------------------   -----------------
                                                                             2002      2001      2002      2001
                                                                           -------    -------   -------   -------
<S>                                                                      <C>        <C>       <C>       <C>
Interest income:
   Loans                                                                   $ 5,972    $ 6,687   $12,157   $13,414
   Mortgage-backed securities                                                1,376      1,415     2,758     2,856
   Investment securities                                                     1,611      1,604     3,295     3,140
   Deposits with other institutions                                             19         13        23        24
                                                                           -------    -------   -------   -------
      Total interest income                                                  8,978      9,719    18,233    19,434
                                                                           -------    -------   -------   -------

Interest expense:
   Savings deposits                                                          2,575      3,224     5,581     6,366
   Guaranteed preferred beneficial interest
      in subordinated debt                                                     256        256       512       512
   Borrowed funds                                                            2,797      3,138     5,801     6,509
                                                                           -------    -------   -------   -------
      Total interest expense                                                 5,628      6,618    11,894    13,387
                                                                           -------    -------   -------   -------

Net interest income before provision
   for loan losses                                                           3,350      3,101     6,339     6,047
Provision for loan losses                                                      100        110       200       200
                                                                           -------    -------   -------   -------

Net interest income after provision
   for loan losses                                                           3,250      2,991     6,139     5,847
                                                                           -------    -------   -------   -------

Other income:
   Loan service charges and fees                                                92         59       202       128
   Gain(loss) on sale of investment and
      mortgage-backed securities, net                                          (14)        31        90        30
   Gain on sale of loans                                                       113          4       196         4
   Deposit service charges and fees                                            167        153       355       316
   Other operating income                                                      266        223       513       440
                                                                           -------    -------   -------   -------
      Total other income                                                       624        470     1,356       918
                                                                           -------    -------   -------   -------

Operating expenses:
   Compensation and employee benefits                                        1,482      1,317     2,994     2,617
   Occupancy and equipment expense                                             214        245       416       459
   Depreciation and amortization                                               142        158       301       315
   Federal insurance premiums                                                   15         14        29        30
   Loss on real estate owned, net                                               22          8        35         1
   Intangible amortization                                                      44         29        81        57
   Other operating expenses                                                    585        528     1,114       988
                                                                           -------    -------   -------   -------
      Total operating expenses                                               2,504      2,299     4,970     4,467
                                                                           -------    -------   -------   -------

Income before income tax provision                                           1,370      1,162     2,525     2,298
Income tax provision                                                           268        256       466       506
                                                                           -------    -------   -------   -------
Net income                                                                 $ 1,102    $   906   $ 2,059   $ 1,792
                                                                           =======    =======   =======   =======
Basic earnings per common share (Note 4)                                   $   .54    $   .43   $  1.03   $   .86
                                                                           =======    =======   =======   =======
Diluted earnings per common share (Note 4)                                 $   .52    $   .43   $   .99   $   .84
                                                                           =======    =======   =======   =======
Dividends per common share                                                 $   .12    $   .10   $   .24   $   .20
                                                                           =======    =======   =======   =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                       -2-
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                   Six Months Ended March 31,
                                                                                   --------------------------
                                                                                        2002        2001
                                                                                        ----        ----
<S>                                                                               <C>         <C>
Operating Activities:
--------------------
     Net income                                                                      $  2,059    $  1,792
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                                                        200         200
         (Gain) loss on real estate owned                                                  35           1
         Depreciation of premises and equipment                                           301         315
         Deferred loan fee amortization                                                  (174)        (95)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                         138          20
         Amortization of intangibles                                                       81          57
         Net (gain) loss on sale of investment securities                                (139)        (93)
         Net (gain) loss on sale of mortgage-backed securities                             49          63
         Net (gain) loss  on sale of loans                                               (196)         (4)
         Origination of loans held-for-sale                                           (12,139)     (1,614)
         Proceeds from sale of loans held-for-sale                                     11,776         758
         (Increase) decrease in interest receivable                                      (248)        (82)
         Increase (decrease) in prepaid income taxes                                       28        (507)
         Increase (decrease) in interest payable                                          (45)        (93)
         Other changes, net                                                              (372)        119
                                                                                     --------    --------
        Net cash provided (used) by operating activities                                1,354         837
                                                                                     --------    --------

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

     Proceeds from sales of investment securities available-for-sale                    9,315       3,796
     Proceeds from maturities and principal repayments of
        Investment securities available-for-sale                                        9,990         427
     Purchases of investment securities available-for-sale                            (15,061)     (6,013)
     Proceeds from sales of mortgage-backed securities available-for-sale               2,669       3,252
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                           10,596       4,919
     Purchases of mortgage-backed securities available-for-sale                       (17,228)     (2,002)
     Purchases of investment securities held-to-maturity                              (14,129)     (5,227)
     Purchases of mortgage-backed securities held-to-maturity                         (16,984)     (9,771)
     Recission of purchase of mortgage-backed securities held-to-maturity (Note 5)      2,516           -
     Proceeds from principal repayments of mortgage-backed
       securities held-to-maturity                                                      8,115       1,583
     Acquisition of Carnegie Financial Corporation, net (Note 9)                       (1,567)          -
     Net (increase) decrease in loans                                                  18,984       1,876
     Proceeds from sale of other loans                                                    601           -
     Net redemptions of FHLB stock                                                        518           -
     Additions to office premises and equipment                                          (290)       (275)
                                                                                     --------    --------

  Net cash provided (used) by investing activities                                     (1,955)     (7,435)
                                                                                     --------    --------
</TABLE>

                                       -3-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                       Six Months Ended March 31,
                                                                             2002        2001
                                                                             ----        ----
<S>                                                                     <C>         <C>
Financing Activities:
---------------------

Net increase (decrease) in savings and time deposits                         5,653      18,410
Increase (decrease) in reverse repurchase agreements and
  other borrowings                                                           1,316         210
Net increase (decrease) in FHLB advances                                       130     (12,380)
Increase in advance payments by borrowers for
  taxes and insurance                                                        2,001       1,333
Cash dividends paid                                                           (472)       (418)
Contribution of stock to ESOP                                                  195           -
Stock options exercised                                                        135          92
Proceeds from sale of stock                                                     34          29
Purchase of treasury stock                                                    (233)       (514)
                                                                          --------    --------

Net cash provided (used) by financing activities                             8,759       6,762
                                                                          --------    --------

Increase (decrease) in cash and cash equivalents                             8,158         164

Cash and cash equivalents at beginning of period                             8,031       8,191
                                                                          --------    --------

Cash and cash equivalents at end of period
                                                                          $ 16,189    $  8,355
                                                                          ========    ========


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

Cash paid during the period for:
  Interest on deposits and other borrowings                               $ 11,938    $ 13,480
  Income taxes                                                            $    400    $  1,088
                                                                          --------    --------

Transfer of loans to real estate owned                                    $    313    $    349
                                                                          --------    --------

The Company purchased all of the common stock of Carnegie
Financial  Corporation for $3.2 million.  In conjunction with
the acquisition,  the assets acquired and liabilities assumed
were as follows:

Fair value of assets acquired                                             $ 29,433    $      -
Fair value of liabilities assumed                                         $(27,209)   $      -
Common stock issued in exchange for Carnegie
  Financial Corporation stock                                             $ (1,666)   $      -
Cash paid for Carnegie Financial Corporation stock                        $ (1,567)   $      -
                                                                          --------    --------

Excess liabilities assumed over assets acquired                           $ (1,009)   $      -
                                                                          --------

</TABLE>

See accompanying notes to consolidated financial statements.

                                       -4-
<PAGE>



                          FIDELITY BANCORP, INC. AND SUBSIDIARIES
          Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
                                       (in thousands)
<TABLE>
<CAPTION>

                                                                                         Accumulated
                                                                                            Other
                                                      Additional                         Comprehensive
                                            Common    Pain-in      Treasury  Retained    Income (Loss)
                                            Stock     Capital       Stock    Earnings     Net of Tax         Total
========================================================================================================================

<S>                                        <C>      <C>          <C>       <C>           <C>              <C>
Balance at September 30, 2000                $  22    $ 14,524     $(1,680)  $ 20,106      $ (3,385)        $29,587

Comprehensive income:
     Net income                                                                 1,792                         1,792
     Other comprehensive income,
       net of tax of $1,977                                                                   3,817           3,817
                                             -----    --------     -------   --------      --------         -------

Total comprehensive income                      --          --          --      1,792         3,817           5,609

Cash dividends paid                                                              (418)                         (418)
Treasury stock purchased -
   40,000 shares                                                      (514)                                    (514)
 Contribution of stock to ESOP -                                        94         (1)                           93
     8,140 shares
 Sale of stock through Dividend
    Reinvestment Plan                                       29                                                   29

 Stock options exercised                                    92                                                   92
                                             -----    --------     -------   --------      --------         -------

Balance at March 31, 2001                    $  22    $ 14,645     $(2,100)  $ 21,479      $    432         $34,478
                                             =====    ========     =======   ========      ========         =======


Balance at September 30, 2001                $  22    $ 14,789     $(3,872)  $ 22,887      $  1,460         $35,286

Comprehensive income:
     Net income                                                                 2,059                         2,059
     Other comprehensive loss,
       net of tax of $787                                                                    (1,528)         (1,528)
                                             -----    --------     -------   --------
     Reclassification adjustment,
       Net of tax of $31                                                                        (59)            (59)
                                                                                           --------         -------
Total comprehensive income(loss)                --          --          --      2,059        (1,587)            472
Acquisition of Carnegie                                    105       1,561                                    1,666
 Cash dividends paid                                                             (472)                         (472)
 Treasury stock purchased -
       15,000 shares                                                  (233)                                    (233)

 Contribution of stock to ESOP -                             9         186                                      195
         12,000 shares

 Sale of stock through Dividend
       Reinvestment Plan                                    34                                                   34

 Stock options exercised                         1         134                                                  135
                                             -----     -------     -------   --------      --------         -------
Balance at March 31, 2002                    $  23     $15,071     $(2,358)  $ 24,474      $   (127)        $37,083
                                             =====     =======     =======   ========      ========         =======
</TABLE>



                                                                      -5-
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                      September 30, 2000 and March 31, 2001

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

(2) Basis of Presentation
    ---------------------
The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles.  However, all normal recurring adjustments, which, in the opinion of
management,  are necessary for a fair presentation of the financial  statements,
have been included.  These  financial  statements  should be read in conjunction
with  the  audited  financial  statements  and the  accompanying  notes  thereto
included in the Company's  Annual Report for the fiscal year ended September 30,
2001.  The results for the three and six month  periods ended March 31, 2002 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending September 30, 2002 or any future interim period.

(3) New Accounting Standards
    ------------------------
In July 2001, the Financial Accounting Standards Board issued Statement No. 141,
"Business  Combinations",  and Statement No. 142, "Goodwill and Other Intangible
Assets".

Statement  No. 141 requires  that the purchase  method of accounting be used for
all business combinations  initiated after June 30, 2001. Statement No. 141 also
specifies  certain  criteria  intangible  assets  acquired in a purchase  method
business  combination  must  meet  to be  recognized  and  reported  apart  from
goodwill, noting that any purchase price allocable to an assembled workforce may
not be accounted for separately.

Statement  No.  142 will  require  that  goodwill  and  intangible  assets  with
indefinite  useful lives no longer need to be amortized,  but instead tested for
impairment at least annually in accordance  with the provisions of Statement No.
142.  Statement No. 142 will also require that  intangible  assets with definite
useful lives be amortized over their respective  estimated useful lives to their
estimated  residual  value,  and reviewed for impairment in accordance with SFAS
No. 121,  "Accounting  for  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be  Disposed  Of." Upon  adoption,  the  Company  expects to no longer
amortize goodwill, but will test goodwill for impairment prospectively.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets",  which  addresses  financial  accounting  and
reporting  for the  impairment or disposal of  long-lived  assets.  SFAS No. 144
supersedes SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  Be  Disposed  Of,"  however,  it  retains  many  of  the
fundamental  provisions of that Statement.  SFAS No. 144 is effective for fiscal
years  beginning  after  December 15, 2001.  The adoption of SFAS No. 144 is not
expected  to have a material  effect on the  financial  condition  or results of
operations of the Company.

                                      -6-
<PAGE>

(4) 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. All weighted average share and per share amounts
reflect the 10% stock  dividend paid on November 28, 2000.  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 March 31,           Six Months Ended March 31,
                                                         2002          2001                 2002           2001
                                                      --------       -------             --------       --------
<S>                                                 <C>             <C>                 <C>            <C>
Numerator:
Net Income                                            $ 1,102         $ 906               $2,059         $1,792
                                                      -------        ------               ------         ------
  Numerator for basic and diluted
  earnings per share                                  $ 1,102        $  906               $2,059         $1,792
                                                      -------        ------               ------         ------
Denominator:
  Denominator for basic earnings per                    2,038         2,091                2,007          2,093
  share - weighted average shares
Effect of dilutive securities:
  Employee stock options                                   38            38                   83             38
                                                      -------        ------               ------         ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                        2,129         2,129                2,090          2,131
                                                      -------        ------               ------         ------
Basic earnings per share                                  .54        $  .43               $ 1.03         $  .86
                                                      -------        ------               ------         ------
Diluted earnings per share                            $   .52        $  .43               $  .99         $  .84
                                                      -------        ------               ------         ------
</TABLE>



(5) 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 accumulated other comprehensive income (loss)
in  stockholders'  equity.  Unrealized  losses  of  $127,000,  net  of  tax,  on
investments classified as available-for-sale are recorded at March 31, 2002. The
Company  had no  securities  classified  as  trading  as of March  31,  2002 and
September 30, 2001.

During  the   six-month   period   ended  March  31,   2002,   $2.5  million  of
mortgage-backed  securities  classified by the Company as held-to-maturity  were
repurchased  by the  selling  dealer due to  misrepresentations  by the  selling
dealer as to the risk  characteristics  and  structure  of the  securities.  The
Company  did not  anticipate  this  event  and  believes  this was an  isolated,
nonrecurring,  and unusual circumstance.  The securities were repurchased by the
dealer at the Company's original cost, thus no gain or loss was recorded.

                                       -7-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                 March 31,          September 30,
                                                                   2002                  2001
                                                              ------------          ------------
<S>                                                            <C>                   <C>
        First  mortgage loans:
                       Conventional:
                           1-4 family dwellings                  $182,296              $189,626
                           Multi-family dwellings                   6,553                 6,400
                       Commercial                                  29,370                23,775
                       Construction:
                           Residential                              8,116                 4,577
                           Commercial                               3,969                 4,706
                                                                 --------              --------
                                                                  230,304               229,084
                                                                 --------              --------
        Less:
                       Loans in process                            (4,694)               (6,341)
                       Unearned discounts and fees                 (1,383)               (1,831)
                                                                 --------              --------
                                                                  224,227               220,912
                                                                 --------              --------
        Installment Loans:
                       Home equity                                 59,685                64,208
                       Consumer loans                               1,647                 1,594
                       Other                                        1,900                 1,923
                                                                 --------              --------
                                                                   63,232                67,725
                                                                 --------              --------
        Commercial business loans and leases:
                       Commercial business loans                   33,699                27,793
                       Commercial leases                            4,704                 5,041
                                                                 --------              --------
                                                                   38,403                32,834
                                                                 --------              --------

        Less:  Allowance for loan losses                           (3,080)               (2,871)
                                                                 --------              --------

                       Loans receivable, net                     $322,782              $318,600
                                                                 --------              --------
</TABLE>

(7) Allowance for Loan Losses
    -------------------------
Changes in the allowance for loan losses for the six months ended March 31, 2002
and the fiscal year ended  September 30, 2001 are as follows  (dollar amounts in
thousands):

<TABLE>
<CAPTION>
                                                               March 31,           September 30,
                                                               ---------           -------------
                                                                  2002                  2001
                                                                  ----                  ----
<S>                                                           <C>                   <C>
        Balance at beginning of period                          $2,871                $2,910
        Allowance for loan losses of Carnegie Savings Bank         204                    --
        Provision for loan losses                                  200                   475
        Charge-offs                                               (258)                 (645)
        Recoveries                                                  63                   131
                                                                ------                ------
        Balance at end of period                                $3,080                $2,871
                                                                ------                ------

</TABLE>
                                       -8-

<PAGE>

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

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

At March 31, 2002,  the recorded  investment in loans that are  considered to be
impaired under SFAS No. 114 was $1.85 million  compared to $409,000 at March 31,
2001. Included in the current amount is $608,000 of impaired loans for which the
related allowance for loan losses is $69,000, and $1.2 million of impaired loans
that as a result of  write-downs  do not have an allowance for loan losses.  The
average recorded  investment in impaired loans during the six months ended March
31, 2002 was $1.9 million  compared to $459,000 for the same period in the prior
year.  For the six months ended March 31, 2002,  as well as March 31, 2001,  the
Company  recognized no interest  income on those  impaired  loans using the cash
basis of income recognition.


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

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

<TABLE>
<CAPTION>
                                                               Three Months Ended March 31,        Six Months Ended March 31,
                                                                     2002          2001                 2002           2001
                                                                  --------      --------             --------        -------

<S>                                                             <C>            <C>                 <C>             <C>
Net Income                                                        $ 1,102        $   906             $ 2,059         $ 1,792
Change in unrealized gains (losses) on investment
securities and mortgage-backed securities available
for sale, net of taxes
                                                                  $  (586)       $ 1,339             $(1,587)        $ 3,817
                                                                  -------        -------             -------         -------

Comprehensive income (loss)                                       $   516        $ 2,245             $   472         $ 5,609
                                                                  =======        =======             =======         =======
</TABLE>

                                       -9-

<PAGE>

(9) Acquisition
    -----------

On October 10, 2001, the Company announced the signing of a Definitive Agreement
and  Plan  of  Merger  whereby  Fidelity  Bancorp,  Inc.  will  acquire  all the
outstanding  common stock of Carnegie  Financial  Corporation  ("Carnegie")  for
$14.75  per  share  in  cash  or  Fidelity  common  stock.  This  represents  an
acquisition value of approximately  $3.3 million.  The acquisition  received all
regulatory  approval in January 2002, and on January 15, 2002, the  stockholders
of Carnegie  approved  the  Agreement  and Plan of Merger.  The  acquisition  of
Carnegie was completed on February 22, 2002.

The  acquisition  was accounted for under the purchase method of accounting and,
accordingly,  the results of  operations  of Carnegie  have been included in the
Company's  consolidated financial statements from February 22, 2002. The Company
acquired  loans with a fair  market  value of  approximately  $21.9  million and
deposits  with a  fair  market  value  of  approximately  $21.0  million  in the
transaction.  Goodwill  and other  core  deposit  intangibles  arising  from the
transaction were approximately $1.0 million.

                                      -10-
<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.

Fidelity  Bancorp,  Inc.'s (the  "Company")  business is  conducted  principally
through  Fidelity  Bank  (the  "Bank").  All  references  to the  Company  refer
collectively  to  the  Company  and  the  Bank,  unless  the  context  indicates
otherwise.

On February 22, 2002, the Company completed it acquisition of Carnegie Financial
Corporation ("Carnegie"). See Note 9 to the Financial Statements.

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

Total assets of the Company increased $37.0 million or 6.7% to $592.4 million at
March 31, 2002 from $555.4 million at September 30, 2001. Significant changes in
individual categories were increases in investment  securities  held-to-maturity
of  $14.1  million,   interest   earning   demand   deposits  of  $7.2  million,
mortgage-backed  securities  held-to-maturity of $6.3 million,  and net loans of
$4.2  million.  The increase in net loans  reflects  $21.9  million in net loans
acquired   with  the  purchase  of  Carnegie  and  $56.8  million  in  new  loan
originations,  which was offset by $63.5 million of loan  prepayments  and $12.2
million in loan sales.

Total  liabilities  of the Company  increased by $35.2 million or 6.8% to $555.3
million  at March 31,  2002 from  $520.1  million at  September  30,  2001.  The
increase  primarily  reflects  a $26.7  million  increase  in  savings  and time
deposits  a $5.3  million  increase  in  Federal  Home Loan Bank  advances.  The
increase in  deposits  reflects  $21.0  million of  deposits  acquired  with the
purchase of Carnegie.  In addition,  the Company  believes that the stock market
volatility  drove more  investors  to FDIC  insured  deposit  products.

Stockholders'  equity  increased  $1.8 million or 5.1% to $37.1 million at March
31, 2002,  compared to $35.3 million at September 30, 2001. This result reflects
net income for the six month period ended March 31, 2002 of $2.06 million, $1.67
million of stock issued for the acquisition of Carnegie, stock options exercised
of $135,000,  stock issued for under the Dividend  Reinvestment Plan of $34,000,
and  stock  contributed  to the  Employee  Stock  Ownership  Plan  of  $195,000.
Offsetting  these  increases  were common stock cash dividends paid of $472,000,
the  purchase  of  treasury  stock  at cost  for  $233,000,  and a  decrease  of
accumulated  other  comprehensive  income of $1.59  million.  Accumulated  other
comprehensive income decreased from September 30, 2001 as a result of changes in
the  net  unrealized  loss  on  the  available-for-sale  securities  due  to the
fluctuations  in  interest  rates  as well as a  decrease  in  unrealized  gains
realized  upon the sale of  available-for-sale  securities  during  the  current
period.  Because of interest rate volatility,  the Company's  accumulated  other
comprehensive  income  (loss) could  materially  fluctuate  for each interim and
year-end period.

                                      -11-
<PAGE>

Non-Performing Assets
---------------------
The following table sets forth information  regarding non-accrual loans and real
estate owned by the Company at the dates indicated. The Company did not have any
accruing  loans  which  were 90 days or more  overdue  or any loans  which  were
classified as troubled debt  restructuring  during the periods presented (dollar
amounts in thousands).

                                                  March 31,     September 30,
                                                    2002             2001
                                                   ------           ------

Non-accrual residential real estate loans
    (one-to-four family)                           $  502           $  110

Non-accrual construction, multi family
    residential and commercial real estate loans      749              814

Non-accrual installment loans                         184              242

Non-accrual commercial                              1,101            1,182
                                                   ------           ------
    business loans

Total non-performing loans                         $2,536           $2,348
                                                   ======           ======

Total non-performing loans as a percent of
    net loans receivable                              .79%             .71%
                                                   ======           ======

Total real estate owned, net of related
    reserves                                       $  401           $  314
                                                   ======           ======

Total non-performing loans and real estate
    owned as a percent of total assets                .50%             .48%
                                                   ======           ======

Included  in  non-performing  loans  at  March  31,  2002  are 11  single-family
residential  real estate loans totaling  $502,000,  four  commercial real estate
loans totaling $749,000, 18 home equity and installment loans totaling $184,000,
six commercial  business loans totaling  $937,000 and five  commercial  business
leases totaling $164,000.

At March 31, 2002,  the Company had an allowance for loan losses of $3.1 million
or .95% of net loans receivable,  as compared to an allowance of $2.9 million or
..90% of net loans  receivable  at September  30, 2001.  The  allowance  for loan
losses  equals  121.4% of  non-performing  loans at March 31,  2002  compared to
122.3% at September 30, 2001.

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, 2002 is  appropriate.  See
also "Provision for Loan Losses."

                                      -12-
<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Six Months Ended March 31, 2002 and 2001
           ----------------------------------------------------------

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

Net income for the three months  ended March 31, 2002 was $1.1 million  compared
to $906,000 for the same period in 2001,  an increase of $196,000 or 21.6 %. The
increase  reflects an increase in net  interest  income of $249,000 or 8.0%,  an
increase in other income of $154,000 or 32.8%,  and a decrease in the  provision
for loan  losses  $10,000 or 9.1%.  Partially  offsetting  these  factors was an
increase in other operating  expenses of $205,000 or 8.9% and an increase in the
provision for income taxes of $12,000 or 4.7%.

Net income for the six months ended March 31, 2002 was $2.1 million  compared to
$1.8 million for the same period in 2001, an increase of $267,000 or 14.9%.  The
increase  reflects an increase in net interest income of $292,000 or 4.8% and an
increase in other income of $438,000 or 47.7%,  and a decrease in the  provision
for income taxes of $40,000 or 7.9%.  Partially  offsetting these factors was an
increase in other operating expenses of $503,000 or 11.3%.

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

The Company's  interest rate spread, the difference between yields calculated on
a  tax-equivalent  basis  on  interest-earning  assets  and the  cost of  funds,
increased  to 2.45% in the three  months  ended March 31, 2002 from 2.28% in the
same period in 2001. The following  table shows the average yields earned on the
Bank's   interest-earning   assets   and   the   average   rates   paid  on  its
interest-bearing  liabilities for the periods indicated,  the resulting interest
rate spreads, and the net yields on interest-earning assets.

                                                Three Months Ended
                                                     March 31,
                                                  2002       2001
                                                -------    -------
Average yield on:
  Mortgage loans                                   7.38%      7.60%
  Mortgage-backed securities                       5.63       6.60
  Installment loans                                7.59       8.19
  Commercial business loans and leases             7.49       8.95
  Interest -earning deposits with other
  institutions, investment securities, and
  FHLB stock (1)                                   5.82       7.04
                                                -------    -------
  Total interest-earning assets                    6.73       7.49
                                                -------    -------

Average rates paid on:
  Savings deposits                                 3.20       4.33
  Borrowed funds                                   5.77       6.46
                                                -------    -------
  Total interest-bearing liabilities               4.28       5.21
                                                -------    -------

Average interest rate spread                       2.45%      2.28%
                                                =======    =======

Net yield on interest-earning assets               2.64%      2.50%
                                                =======    =======

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

                                      -13-
<PAGE>

The Bank's  tax-equivalent  interest  rate spread  increased to 2.37% in the six
months  ended March 31, 2002 from 2.30% in the same period in fiscal  2001.  The
following  table shows the average yields earned on the Bank's  interest-earning
assets and the average rates paid on its  interest-bearing  liabilities  for the
periods indicated,  the resulting  interest rate spreads,  and the net yields on
interest-earning assets.

                                           Six Months Ended March 31,
                                                 2002       2001
                                               -------    -------
Average yield on:
  Mortgage loans                                   7.46%      7.57%
  Mortgage-backed securities                       5.73       6.69
  Installment loans                                7.74       8.26
  Commercial business loans and leases             7.81       9.22
  Interest -earning deposits with other
  institutions, investment securities, and
  FHLB stock (1)                                   6.02       7.10
                                                -------    -------
  Total interest-earning assets                    6.87       7.53
                                                -------    -------

Average rates paid on:
  Savings deposits                                 3.48       4.29
  Borrowed funds                                   5.89       6.52
                                                -------    -------
  Total interest-bearing liabilities               4.50       5.23
                                                -------    -------

Average interest rate spread                       2.37%      2.30%
                                                =======    =======

Net yield on interest-earning assets               2.52%      2.45%
                                                =======    =======

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


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

Interest  on loans  decreased  $715,000  or 10.7% to $6.0  million for the three
months ended March 31, 2002,  compared to the same period in 2001.  The decrease
reflects a decrease in the average loan balance  outstanding during 2002 as well
as a decrease in the net yield earned on the loan  portfolio.  Interest on loans
decreased $1.3 million or 9.4% to $12.2 for the six months ended March 31, 2002,
compared to the same period in fiscal 2001.  The decrease is  attributable  to a
decrease in the average loan balance  outstanding during the 2002 period as well
as a decrease in the net yield  earned on these assets in the fiscal 2002 period
as compared  to the same  period in fiscal  2001.  The  Company  acquired  $21.9
million in net loans with the  purchase of Carnegie  and the Company  originated
$56.8  million in new loans,  however,  these  increases in loans were offset by
$63.5  million  of loan  prepayments  and  $12.2  million  in loan  sales,  thus
accounting for the decrease in the average loan balance outstanding for the 2002
periods.  Higher levels of principal repayments have been experienced due to the
lower interest rate environment  during the current fiscal period.  In addition,
the current fiscal period  reflects the sale of  approximately  $11.6 million of
fixed rate,  single family mortgage loans,  however,  there were no similar loan
sales during the prior fiscal period.  The Bank entered into an arrangement with
several investors to sell newly originated fixed-rate residential mortgage loans
in the secondary market during the second quarter of fiscal 2001.

                                      -14-
<PAGE>

Interest on mortgage-backed securities decreased $39,000 or 2.8% to $1.4 million
and $98,000 or 3.4% to $2.8 million for the three and six months ended March 31,
2002,  respectively,  as compared to the same periods in 2001.  The decrease for
both the three and six month periods  ended March 31, 2002,  reflects a decrease
in the average yield earned on the portfolio, partially offset by an increase in
the average balance of mortgage-backed  securities owned in the period. The fair
market  value  of   mortgage-backed   securities   acquired  from  Carnegie  was
approximately  $811,000,  however,  the Company sold $746,000 of the  securities
during the same period,  thus the  acquisition did not have a material impact on
interest on mortgage-backed securities during the fiscal 2002 periods.

Interest on  interest-earning  deposits with other  institutions  and investment
securities increased $13,000 or .8% to $1.6 million and $154,000 or 4.9% to $3.3
million for the three and six-month periods ended March 31, 2002, as compared to
the same period in 2001.  The increase for both the three and six month  periods
ended  March 31,  2002,  reflects  an  increase  in the  average  balance in the
portfolio  partially  offset  by  a  decrease  in  the  yield  earned  on  these
investments. Interest-earning deposits of $1.6 million and investment securities
of $2.0 million, net of sales, were acquired with the purchase of Carnegie, thus
contributing to the increase in the average balance in the portfolio  during the
2002 periods.


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

Interest  on  savings  and time  deposits  decreased  $649,000  or 20.1% to $2.6
million and  decreased  $785,000 or 12.3% to $5.6  million for the three and six
month  periods  ended  March 31,  2002,  respectively,  as  compared to the same
periods in fiscal 2001. The decrease for both the three and six month periods in
fiscal 2002 as compared to fiscal 2001  reflects a decrease in the average  cost
of the  deposits,  partially  offset by an increase  in the  average  balance of
savings deposits.  The increase in the average balance of deposits also reflects
the  approximately  $21.0  million of  deposits  assumed  from the new  Carnegie
branch.

Interest  on borrowed  funds  decreased  $341,000  or 10.9% to $2.8  million and
$708,000 or 10.9% to $5.8  million  for the three and  six-month  periods  ended
March 31,  2002,  respectively,  as compared to the same periods in fiscal 2001.
The decrease for both the three and six month periods in fiscal 2002 as compared
to  fiscal  2001  reflects  a  decrease  in the cost of  Federal  Home Loan Bank
("FHLB") advances and reverse  repurchase  agreements,  as well as a decrease in
the balance of these borrowings  outstanding during the fiscal 2002 periods. The
Company  continues to rely on these advances and  repurchase  agreements as cost
effective wholesale funding sources.

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

The Company's net interest  income  before  provision for loan losses  increased
$249,000 or 8.0% to $3.4 million and increased  $292,000 or 4.8% to $6.3 million
for the three and six month  periods  ended  March 31,  2002,  respectively,  as
compared to the same periods in fiscal 2001. The increase for both the three and
six  month  periods  in  fiscal  2002  is  attributable  to an  increase  in net
interest-earning assets, as well as an increased interest rate spread.


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

The provision for loan losses decreased  $10,000 to $100,000 for the three month
period ended March 31, 2002 as compared to the same period in fiscal 2001. There
was no change in the  provision  for loan losses for the six month  period ended
March 31,  2002,  as compared to the same  period in fiscal  2001.  At March 31,
2002, the allowance for loan losses increased $208,000 to $3.1 million from $2.9
million at September 30, 2001. Net loan charge-offs were $80,000 and $96,000 for
the  three  months  ended  March  31,  2002  and  2001,  respectively.  Net loan
charge-offs  were  $258,000 and $308,000 for the six months ended March 31, 2002
and 2001, respectively.

                                      -15-

<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 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 and Other Operating Expenses
-----------------------------------------

Total  non-interest or other income increased  $154,000 or 32.8% to $624,000 and
increased  $438,000 or 47.7% to $1.4 million for the three and six-month periods
ended March 31,  2002,  respectively,  as compared to the same periods in fiscal
2001.  Increases in other income primarily relate to increased gains on the sale
of  investment  securities  and loans,  as well as  increased  loan and  deposit
account service charges.

Loan service  charges and fees,  which  includes late charges on loans and other
miscellaneous  loan fees,  increased  $33,000 or 55.9% to $92,000 and  increased
$74,000 or 57.8% to $202,000 for the three and six month periods ended March 31,
2002, respectively, as compared to the same periods in fiscal 2001. The increase
for both periods is primarily  attributed  to an increase in the late charges on
loans and an increase in the  collection  of title  insurance  fees on mortgages
originated.

Loss on the sale of investment  and  mortgage-backed  securities was $14,000 for
the three month period ended March 31, 2002, as compared to a gain of $31,000 in
the same period in 2001. The gain on the sale of investment and  mortgage-backed
securities  was  $90,000  for the six month  period  ended  March 31,  2002,  as
compared to a gain of $30,000 in the same  period in 2001.  Such sales were made
from the  available-for-sale  portfolio as part of management's  asset/liability
management strategies.

Gain on the sale of loans was  $113,000 and $196,000 for the three and six month
periods ended March 31, 2002,  respectively,  as compared to $4,000 for both the
three and six month periods in 2001. The current fiscal period reflects the sale
of  approximately  $11.6 million of fixed rate,  single family  mortgage  loans,
however,  there were no similar loan sales during the prior fiscal  period.  The
Bank entered into an arrangement with several investors to sell newly originated
fixed-rate  residential mortgage loans in the secondary market during the second
quarter of fiscal 2001.

Deposit service charges and fees increased $14,000 or 9.2% and increased $39,000
or 12.3% for the three and six month periods ended March 31, 2002, respectively,
as compared to the same periods in fiscal 2001. The increase for both periods is
primarily attributed to an increase in the volume of fees collected for returned
checks on deposit accounts.

Operating  expenses  increased  $205,000 or 8.9% to $2.5 million and $503,000 or
11.3% to $5.0 million for the three and six-month  periods ended March 31, 2002,
respectively,  as compared to the same period in fiscal  2001.  The  increase in
operating  expenses is  partially  attributed  to the  operation of the Carnegie
branch  obtained in the  acquisition  of  Carnegie  Financial  Corporation.  The
increases  components  of  operating  expenses  for the three month period ended
March 31, 2002 are primarily  compensation  and benefits expense of $1.5 million
compared to $1.3 million in the prior year;  intangible  amortization of $44,000
in 2002 compared to $29,000 in 2001; and other operating expenses of $585,000 in
2002 compared to $528,000 in 2001. During the current period, six employees were
added to the  staff as a  result  of the  Carnegie  acquisition.  The  increased
components  of operating  expenses for the six month period ended March 31, 2002
are primarily compensation and benefits expense of $3.0 million compared to $2.6
million  in the prior  year;  net loss on real  estate  owned of $35,000 in 2002
compared to $1,000 in 2001; intangible  amortization of $81,000 in 2002 compared
to  $57,000 in 2001;  and,  other  operating  expenses  of $1.1  million in 2002
compared to $988,000 in 2001.

                                      -16-
<PAGE>

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

Income taxes increased $12,000 or 4.7% to $268,000 and decreased $40,000 or 7.9%
to  $466,000  for  the  three  and six  month  periods  ended  March  31,  2002,
respectively,  compared to the same periods in fiscal 2001. The increase for the
three  month  period  ended March 31, 2002 as compared to the same period in the
prior year, reflects increased  earnings,  partially offset by a decrease in the
effective  tax rate.  The decrease in taxes for the six month period ended March
31,  2002,  as  compared  to the same  period in the prior  year,  is  primarily
attributed  to a reduced  effective  tax  rate,  partially  offset by  increased
earnings.  The  decrease in the  effective  tax rate for the three and six month
periods is attributed to an increase in tax-exempt interest income.

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

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including  the  Preferred  Securities  issued by the Trust in 1997.  The
Preferred  Securities  may comprise up to 25% of the  Company's  Tier 1 capital.
Total  capital  includes  Tier 1 capital and other forms of capital  such as the
allowance for loan losses,  subject to limitations,  and subordinated  debt. The
guidelines  establish a minimum standard risk-based target ratio of 8%, of which
at least 4% must be in the  form of Tier 1  capital.  At  March  31,  2002,  the
Company had Tier 1 capital as a percentage of risk-weighted assets of 12.80% and
total risk-based capital as a percentage of risk-weighted assets of 13.68%.

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, 2002,
the Company had a Leverage Ratio of 7.88%.

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, 2002,  the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 7.23% 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, 2002,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 12.87%.


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,  2002,  the  total of  approved  loan  commitments
amounted  to $3.3  million.  In  addition,  the  Company  had  $4.7  million  of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months totals  approximately  $107.7  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.

                                      -17-
<PAGE>

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

Certain critical accounting  policies affect the more significant  judgments and
estimates used in the preparation of the consolidated financial statements.  The
Company's  single  most  critical  accounting  policy  relates to the  Company's
allowance for loan losses,  which reflects the estimated  losses  resulting from
the inability of the Company's borrowers to make required loan payments.  If the
financial condition of the company's borrowers were to deteriorate, resulting in
an impairment of their ability to make payments,  the Company's  estimates would
be updated, and additional  provisions for loan losses may be required.  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 16 herein and
page 44 of the Company's 2001 Annual Report to Shareholders.


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,  2002  from  the   information   presented   under  the   caption,
          Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations - Asset and Liability Management,  as Exhibit 13
          to the Form 10-K for September 30, 2001.


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


                                      -18-
<PAGE>

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

          On  February  12,  2002,  the  Company  held  its  annual  meeting  of
          stockholders and the following items were presented:

          Election of Directors  Charles E. Nettrour and William L. Windisch for
          a term of three  years  ending  in 2005.  Director  Nettrour  received
          1,697,144  votes in favor and  119,772  votes  withheld  and  Director
          Windisch received 1,695,702 votes in favor and 121,214 votes withheld.


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.
                 3.1   Articles of Incorporation (1)
                 3.2   Bylaws (1)
                 4.    Common Stock Certificate (1)
                10.1   Employee Stock Ownership Plan, as amended (1)
                10.2   1988 Employee Stock Compensation Program (1)
                10.3   1993 Employee Stock Compensation Program (2)
                10.4   1997 Employee Stock Compensation Program (3)
                10.5   1993 Directors' Stock Option Plan (2)
                10.6   Employment Agreement between the company, the Bank and
                         William L. Windisch (1)
                10.7   1998 Group Term Replacement Plan (4)
                10.8   1998 Salary Continuation Plan Agreement by and between
                         W.L. Windisch, the Company and the Bank (4)
                10.9   1998 Salary Continuation Plan Agreement by and between
                         R.G. Spencer, the Company and the Bank (4)
                10.10  1998 Salary Continuation Plan Agreement by and between
                         M.A.  Mooney, the Company and the Bank (4)
                10.11  1998 Stock Compensation Plan (5)
                20.1   Dividend Reinvestment Plan (6)

        (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 an exhibit in Form S-8 filed with the SEC on
     May 2, 1997
(3)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(4)  Incorporated  by reference  from an exhibit in Form 10-K filed with the SEC
     on December 29, 1998.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(6)  Incorporated  by  reference  from an Exhibit in Form 10-Q on  February  14,
     2000.

                                      -19-
<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, 2002       By: /s/ William L. Windisch
                               -------------------------------------------------
                               William L. Windisch
                               Chairman of the Board and Chief Executive Officer


Date:   May 15, 2002       By: /s/ Lisa L. Griffith
                               -------------------------------------------------
                               Lisa L. Griffith
                               Vice President and Chief Financial Officer

                                      -20-