U.S. Securities and Exchange Commission


                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 1997

[ ] 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 small business issuer 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)               (Zip code)

                                  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: 1,402,085 shares, par value $0.01, at
April 30, 1997.

Transitional Small Business Disclosure Format (Check one): Yes [  ] No [ X ]
<PAGE>
                      FIDELITY BANCORP, INC. AND SUBSIDIARY

                                      Index


Part I - Financial Information

Item 1.  Financial Statements

          Statements of Financial Condition as of September 30, 1996            
               and March 31, 1997 (Unaudited)                                   

          Statements of Income (Unaudited) for the Three and Six Month Periods
               Ended March 31, 1996 and 1997                                    

          Statements of Cash Flows (Unaudited) for the Six Months Ended
               March 31, 1996 and 1997

          Statement of Changes in Stockholders' Equity (Unaudited) for the Six
               Months Ended March 31, 1996 and 1997                             

          Notes to Financial Statements                                         

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


Part II - Other Information

Item 1.  Legal Proceedings                                                      

Item 2.  Changes in Securities                                                  

Item 3.  Defaults Upon Senior Securities                                        

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

Item 5.  Other Information                                                      

Item 6.  Exhibits and Reports on Form 8-K                                       

Signatures
<PAGE>
<TABLE>
<CAPTION>
Part I - Financial Information


                          FIDELITY BANCORP, INC. AND SUBSIDIARY
                            Statements of Financial Condition

                                                                         
                                                      September 30, 1996  March 31, 1997
                                                       -------------      -------------
                                                                           (Unaudited)
<S>                                                    <C>                <C>
     Assets  
Cash and amounts due from
  depository institutions                              $   4,616,088      $   4,402,978
Interest-earning demand deposits with
 other institutions                                          146,010            141,868
Investment securities held-to-maturity                     5,401,139          5,159,915
Investment securities available-for-sale                  50,928,774         45,066,033
Loans receivable, net                                    151,263,067        156,209,920
Mortgage-backed securities held-to-maturity               31,274,934         30,417,702
Mortgage-backed securities available-for-sale             62,463,269         74,398,509
Real estate owned, net                                       369,675                -0-
Federal Home Loan Bank stock - at  cost                    2,826,300          3,355,000
Accrued interest receivable, net:
    Loans                                                    850,006            831,487
    Mortgage-backed securities                               566,018            635,005
    Investments                                              726,573            632,165
Office premises and equipment, net                         3,365,941          3,175,139
Deferred tax asset                                         1,925,924          2,201,345
Goodwill and other intangible assets                          44,015              - 0 -
Prepaid income taxes                                         324,414              - 0 -
Prepaid expenses and sundry assets                           781,894          1,269,365
                                                       -------------      -------------

              Total Assets                             $ 317,874,041      $ 327,896,431
                                                       =============      =============

     Liabilities and Net Worth
Liabilities:
    Savings deposits                                   $ 234,275,620      $ 234,661,489
    Federal Home Loan Bank advances                       56,650,000         66,425,000
    Reverse repurchase agreements                            493,133            631,317
    Advance deposits by borrowers for
      taxes and insurance                                  1,316,683          1,939,026
    Accrued interest on savings and
      other deposits                                         176,914             68,377
    Accrued income taxes                                         -0-          1,011,166
    Other accrued expenses and sundry liabilities          3,183,596            337,366
                                                       -------------      -------------

            Total Liabilities                            296,095,946        305,073,741
                                                       -------------      -------------
<PAGE>
<CAPTION>
                          FIDELITY BANCORP, INC. AND SUBSIDIARY
                            Statements of Financial Condition
                                       (continued)

                                                                         
                                                      September 30, 1996  March 31, 1997
                                                       -------------      -------------
                                                                           (Unaudited)
<S>                                                    <C>                <C>
Stockholders' equity (Notes 4 and 5):
    Common stock, $0.01 par value per share;
      10,000,000 shares authorized; 1,373,151
      and 1,400,594 shares issued and outstanding,
      respectively                                            13,732             14,006
    Additional paid-in capital                            10,437,133         10,670,684
    Retained earnings - substantially restricted          12,522,830         13,547,383
    Unrealized gain (loss) on securities
      available-for-sale                                  (1,195,600)        (1,409,383)
                                                       -------------      -------------

    Total stockholders' equity                            21,778,095         22,822,690
                                                       -------------      -------------

Total Liabilities and Stockholders' Equity             $ 317,874,041      $ 327,896,431
                                                       =============      =============


See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        FIDELITY BANCORP, INC. AND SUBSIDIARY

                                           Statements of Income (Unaudited)


                                                              Three Months Ended                Six Months Ended
                                                                    March 31,                      March 31,
                                                             1996            1997            1996            1997
                                                         -----------     -----------     -----------     -----------
<S>                                                      <C>             <C>             <C>             <C>
Interest Income:
     Loans                                               $ 2,706,018     $ 3,211,203     $ 5,328,637     $ 6,396,995
     Mortgage-backed securities                            1,495,421       1,612,213       3,055,690       3,166,792
     Investment securities                                   858,253         854,796       1,587,514       1,714,637
     Deposits with other institutions                          9,062           2,251          16,336           4,914
                                                         -----------     -----------     -----------     -----------
         Total interest income                             5,068,754       5,680,463       9,988,177      11,283,338
                                                         -----------     -----------     -----------     -----------

Interest Expense:
     Savings deposits                                      2,567,633       2,309,690       5,240,289       4,672,950
     Borrowed funds                                          315,688         884,778         521,899       1,673,578
                                                         -----------     -----------     -----------     -----------
         Total interest expense                            2,883,321       3,194,468       5,762,188       6,346,528
                                                         -----------     -----------     -----------     -----------

Net interest income before provision for loan losses       2,185,433       2,485,995       4,225,989       4,936,810
Provision for loan losses                                     60,000         120,000          90,000         235,000
                                                         -----------     -----------     -----------     -----------

Net interest income after provision for loan losses        2,125,433       2,365,995       4,135,989       4,701,810
                                                         -----------     -----------     -----------     -----------
Other income:
     Service fee income                                       14,602          16,547          35,491          35,638
     Gain on sale of investment securities and
         mortgage-backed securities, net                      29,360          22,163          17,003          20,523
     Gain on sale of loans                                     3,497           3,386           5,551           5,286
     Other operating income                                  156,462         181,903         291,826         346,973
                                                         -----------     -----------     -----------     -----------
        Total other income                                  203,921         223,999         349,871         408,420
                                                         -----------     -----------     -----------     -----------
<PAGE>
<CAPTION>
                                        FIDELITY BANCORP, INC. AND SUBSIDIARY

                                           Statements of Income (Unaudited)
                                                     (continued)


                                                              Three Months Ended                Six Months Ended
                                                                    March 31,                      March 31,
                                                             1996            1997            1996            1997
                                                         -----------     -----------     -----------     -----------
<S>                                                      <C>             <C>             <C>             <C>
Operating expenses:
     Compensation and employee benefits                      798,140         853,235       1,589,673       1,762,987
     Occupancy and equipment expense                         143,749         143,575         278,498         288,505
     Depreciation and amortization                           113,321         122,962         222,031         235,498
     Federal insurance premiums                              139,224          37,741         279,950          37,742
     Loss on real estate owned, net                           13,149          25,887          21,449          32,547
     Amortization of intangibles                              66,023             -0-         132,045          44,015
     Other operating expenses                                330,012         383,525         643,366         755,593
                                                         -----------     -----------     -----------     -----------
         Total operating expenses                          1,603,618       1,566,925       3,167,012       3,156,887
                                                         -----------     -----------     -----------     -----------

Income before income tax provision                           725,736       1,023,069       1,318,848       1,953,343

Income tax provision                                         203,000         385,500         383,000         693,000
                                                         -----------     -----------     -----------     -----------

Net income                                               $   522.736         637,569     $   935,848     $ 1,260,343
                                                         -----------     -----------     -----------     -----------

Primary earnings per common share                        $      0.37     $      0.44     $      0.66     $      0.88
  (Notes 3&5)
Dividends per common share (Notes 3&5)                   $     0.073     $      0.09     $     0.146     $      0.17



                                   See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                    FIDELITY BANCORP, INC. AND SUBSIDIARY
                                     Statements of Cash Flows (Unaudited)


                                                                                                                               
                                                                                  Six Months Ended March 31,
                                                                              ------------------------------
                                                                                   1997              1996
                                                                              ------------      ------------
<S>                                                                           <C>               <C>
Operating Activities:
     Net income:                                                              $  1,260,343      $    935,848
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                                                 235,000            90,000
         Depreciation and amortization                                             235,498           222,031
         Deferred loan fee amortization                                            (96,577)          (77,391)
         Amortization of investment and mortgage-backed
          discounts/premiums, net                                                  158,680           159,948
         Amortization of intangibles                                                44,015           132,045
         Net (gain) loss on sale of investment securities                          (10,143)             (723)
         Net (gain) loss on sale of mortgage-backed securities                     (10,380)          (16,280)
         Net (gain) loss  on sale of loans                                          (5,286)           (5,551)
         Origination of loans held-for-sale                                       (320,000)         (134.400)
         Proceeds from sale of loans held-for-sale                                 324,238           139,951
         (Increase) decrease in interest receivable                                 43,940          (235,951)
         (Increase) decrease in deferred tax asset                                (275,421)         (412,073)
         Increase (decrease) in accrued income taxes                               661,780          (174,001)
         Increase (decrease) in interest payable                                  (108,537)         (178,240)
         SAIF assessment                                                        (1,530,357)              -0-
         Other changes, net                                                       (887,666)        2,393,954
                                                                              ------------      ------------

        Net cash provided (used) by operating activities                          (248,327)        2,839,167
                                                                              ------------      ------------
<PAGE>
<CAPTION>
                                    FIDELITY BANCORP, INC. AND SUBSIDIARY
                                     Statements of Cash Flows (Unaudited)
                                                 (continued)


                                                                                                                               
                                                                                  Six Months Ended March 31,
                                                                              ------------------------------
                                                                                   1997              1996
                                                                              ------------      ------------
<S>                                                                           <C>               <C>
Investing Activities:

     Proceeds from sales of investment securities available-for-sale             7,773,972         3,493,672
     Proceeds from maturities and principal repayments of
        investment securities available-for-sale                                 2,000,000         5,000,000
     Purchases of investment securities available-for-sale                      (4,251,435)      (21,980,491)
     Proceeds from sales of mortgage-backed securities available-for-sale        4,157,936         5,505,078
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                     3,358,363         3,074,814
     Purchases of mortgage-backed securities available-for-sale                (19,683,569)      (11,290,146)
     Proceeds from maturities and principal repayments of investment
        securities held-to-maturity                                              1,242,492         1,307,892
     Purchases of investment securities held-to-maturity                        (1,000,000)              -0-
     Proceeds from principal repayments of mortgage-backed
        securities held to maturity                                             2,,808,334         3,591,509
     Purchases of mortgage-backed securities held-to-maturity                   (2,007,500)          (33,165)
     Principal repayments on first mortgage loans                                8,098,463         7,437,537
     Principal repayments on other loans                                         8.878,654         7,588,368
     First mortgage loans originated and disbursed                             (10,404,950)      (13,842,100)
     Other loans originated                                                    (11,675,595)      (12,985,902)
     Proceeds from sale of other loans                                             197,297           271,663
     Additions to office premises and equipment                                   (380,818)         (154,819)
                                                                              ------------      ------------

  Net cash provided (used) by investing activities                             (10,888,356)      (23,016,090)
                                                                              ------------      ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                    FIDELITY BANCORP, INC. AND SUBSIDIARY
                                     Statements of Cash Flows (Unaudited)
                                                 (continued)


                                                                                                                               
                                                                         Six Months Ended March 31,
                                                                       ------------------------------
                                                                            1997               1996
                                                                       ------------      -------------
<S>                                                                    <C>                <C>
Financing Activities:
Net increase (decrease) in savings deposits                                 385,869           (679,012)
Increase in advance payments by borrowers for taxes and insurance           622,343         (4,254,766)
Increase (decrease) in reverse repurchase agreements                        138,184           764, 119
FHLB advance repayments                                                (840,800,000)      (386,900,000)
FHLB advances                                                           850,575,000        411,050,000
Cash dividends paid                                                        (235,790)          (198,219)
Stock options exercised                                                     201,922             31,342
Proceeds from sale of stock                                                  31,903             27,955
                                                                      -------------      -------------

Net cash provided (used) by financing activities                         10,919,431         19,841,419
                                                                      -------------      -------------

Increase (decrease) in cash and cash equivalents                           (217,252)          (335,504)

Cash and cash equivalents at beginning of period                          4,762,098          5,043,480
                                                                      -------------      -------------

Cash and cash equivalents at end of period                            $   4,544,846      $   4,707,976
                                                                      ============       =============


Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:
  Interest on deposits and other borrowings                           $   6,315,792      $   5,896,131
  Income taxes                                                        $      27,953      $     560,000
                                                                      -------------      -------------
Transfer of investment and mortgage-backed securities from
   investment to available-for-sale                                   $         -0-      $  61,864,252
                                                                      -------------      -------------

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                FIDELITY BANCORP, INC. AND SUBSIDIARY
                                            Statement of Changes in Stockholders' Equity



                                                                Additional                     Unrealised Gain/
                                                Common            Paid-in         Retained    (Loss) on Securities 
                                                 Stock            Capital         Earnings     Available-for-Sale      Total
                                             ------------     ------------     ------------      ------------       ------------
<S>                                          <C>              <C>              <C>               <C>                <C>
Balance at September 30, 1995                $     12,357     $  8,138,525     $ 13,788,652      $    192,792       $ 22,132,326
    Net income                                                                      935,848                              935,848
    Cash dividends paid at $.08
          per share                                                                (198,219)                            (198,219)
    Effect of change in accounting
          for certain debt and equity
          securities at date of adoption,
          net of deferred taxes (Note 4)                                                             (539,414)          (539,414)
     Net change in unrealized gain
          (loss) on securities available-
          for-sale, net of taxes                                                                     (438,344)          (438,344)
     Sale of stock                                     16           27,939                                                27,955
     Stock options exercised                           50           31,292                                          $     31,342
                                             ------------     ------------     ------------      ------------       ------------

Balance at March 31, 1996                    $     12,423     $  8,197,756     $ 14,526,281      $   (784,966)      $ 21,951,494
                                             ============     ============     ============      ============       ============


Balance at September 30, 1996                $     13,732     $ 10,437,133     $ 12,522,830      $ (1,195,600)      $ 21,778,095
     Net income                                                                   1,260,343                            1,260,343
     Cash dividends paid at $.08
          per share                                                                (235,790)                            (235,790)
     Net change in unrealized gain
          (loss) on securities available-
          for-sale, net of taxes                                                                     (213,783)          (213,783)
     Sale of stock                                     15           31,888                                                31,903
     Stock options exercised                          259          201,663                                               201,922
                                             ------------     ------------     ------------      ------------       ------------
                                                                                                                  
Balance at March 31, 1997                    $     14,006     $ 10,670,684     $ 13,547,383      $ (1,409,383)      $ 22,822,690
                                             ============     ============     ============      ============       ============

</TABLE>
<PAGE>
                      FIDELITY BANCORP, INC. AND SUBSIDIARY

                          Notes to Financial Statements
                                   (Unaudited)
                      September 30, 1996 and March 31, 1997

(1)      Consolidation
The consolidated  financial statements include the accounts of Fidelity Bancorp,
Inc. (the Company) and its  wholly-owned  subsidiary  Fidelity Savings Bank (the
Bank). Intercompany transactions have been eliminated in consolidation.

(2)      Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with the  instructions  for Form 10-QSB and,  therefore,  do not include all the
information  or footnotes  necessary  for a complete  presentation  of financial
condition,  results of operations,  changes in shareholders' equity, and changes
in cash  flow in  conformity  with  generally  accepted  accounting  principles.
However, all adjustments, consisting only of normal recurring adjustments which,
in the opinion of management,  are necessary for a fair  presentation  have been
included.  The results of  operations  for the three and six month periods ended
March  31,  1997 are not  necessarily  indicative  of the  results  which may be
expected for the entire fiscal year.

Cash  and  cash  equivalents  include  cash  and  amounts  due  from  depository
institutions and the demand deposits portion of  interest-earning  deposits with
other institutions.

(3)      Earnings Per Share
Earnings  per share for the three and six months  ended  March 31, 1996 and 1997
are  calculated by dividing net income by the weighted  average number of common
shares  outstanding.  Outstanding  shares also include common stock  equivalents
which consist of certain outstanding stock options. The average number of shares
outstanding  (including  common  stock  equivalents)  for the three month period
ended March 31, 1996 and 1997 were  1,403,684 and 1,446,954,  respectively.  The
average number of shares  outstanding  (including common stock  equivalents) for
the six  months  periods  ended  March  31,  1996 and 1997  were  1,401,812  and
1,429,557,  respectively.  The  average  number of shares  for the  fiscal  1997
periods have been restated to reflect the 10% stock  dividend  discussed in Note
5.

(4) In May 1993, the Financial  Accounting Standards Board (FASB) issued FAS No.
115, "Accounting for Certain Investments in Debt and Equity securities." FAS No.
115 requires that investment securities be classified into three categories: (1)
Securities  Held  to  Maturity  --  reported  at  amortized  cost,  (2)  Trading
Securities -- reported at fair value,  and (3) Securities  Available for Sale --
reported  at fair  value.  Unrealized  holding  gains  and  losses  for  trading
securities  will be included  in earnings  while  unrealized  holding  gains and
losses for securities available for sale are reported as a separate component of
equity.  FAS No. 115 is effective for fiscal years  beginning after December 15,
1993, and initial adoption is required to be reflected  prospectively.  The Bank
adopted FAS No. 115 as of October 1, 1994.
<PAGE>
On  November  15,  1995,  the  FASB  issued  a  Special  Report,   "A  Guide  to
Implementation  of Statement 115 on Accounting  for Certain  Investments in Debt
and Equity Securities"  (Guide).  The Guide provided a one-time  opportunity for
companies to reassess the  classification  of securities  under FAS No. 115. The
one-time  reclassification  could be made  without  calling  into  question  the
propriety  of a company's  stated  intent in prior or  subsequent  periods.  The
reclassification  had to occur between  November 15, 1995 and December 31, 1995.
As a  result  of the  above,  approximately  $63.2  million  of  investment  and
mortgage-backed  securities were transferred to  available-for-sale  in December
1995.

(5) On April 16,  1996,  the Board of  Directors  declared a 10% stock  dividend
payable on May 31, 1996 to stockholders of record on May 15, 1996. All per share
amounts have been restated to reflect this stock dividend.
<PAGE>
                      FIDELITY BANCORP, INC. AND SUBSIDIARY


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Comparison of Financial Condition at September 30, 1996 and March 31, 1997

Total assets of the Bank  increased  $10.0 million or 3.2% to $327.9  million at
March 31, 1997 from $317.9 million at September 30, 1996. Significant changes in
individual  categories  were  increases in loans  receivable of $4.9 million and
mortgage-backed  securities  available-for-sale of $11.9 million, and a decrease
in investment securities available-for-sale of $5.9 million.

Total  liabilities  of the Bank  increased  by $9.0  million  or 3.0% to  $305.1
million  at March 31,  1997 from  $296.1  million at  September  30,  1996.  The
increase  reflects a $9.8 million  increase in Federal  Home Loan Bank  advances
outstanding, partially offset by a $2.2 million decrease in other liabilities.

Stockholders'  equity  increased  $1.0 million or 4.8% to $22.8 million at March
31, 1997,  compared to September 30, 1996. The net increase  reflects net income
for the six month period  ended March 31, 1997 of $1.3  million,  proceeds  from
stock options exercised of $203,000, and proceeds from the Dividend Reinvestment
Plan of $32,000, partially offset by an increase in unrealized holding losses on
securities  available-for-sale  of $214,000 and common stock cash dividends paid
of $236,000.
 
Non-Performing Assets

The following table sets forth information  regarding non-accrual loans and real
estate  owned  by the  Bank at the  dates  indicated.  The Bank did not have any
accruing  loans  which  were 90 days or more  overdue  or any loans  which  were
classified as troubled debt restructuring during the periods presented.
<TABLE>
<CAPTION>
                                                    September 30,       March 31, 
                                                        1996              1997 
                                                     ----------        ----------
<S>                                                  <C>               <C>
Non-accrual residential real
  estate loans (one-to-four- family)                 $  567,000        $  170,000

Non-accrual construction, multi-family
  residential and commercial real estate loans          134,000           905,000

Non-accrual installment and
  commercial business loans                             457,000            44,000
                                                     ----------        ----------

Total non-performing loans                           $1,158,000        $1,119,000
                                                     ==========        ==========
Total non-performing loans as
  a percent of net loans receivable                         .77%              .72%
                                                     ==========        ==========
Total real estate owned,
  net of related reserves                            $  370,000        $     --
                                                     ==========        ==========
Total non-performing loans and real estate
  owned as a percent of total assets                        .48%              .34%
                                                     ==========        ==========
</TABLE>
<PAGE>
Included  in  non-performing  loans  at  March  31,  1997  are  7  single-family
residential real estate loans totaling $170,000, one single-family  construction
loan for  $148,000,  one  commercial  real estate  loan  totaling  $757,000,  18
installment  loans totaling  $29,000 and one  commercial  business loan totaling
$15,000.  Of the 7 non-performing  single-family  residential real estate loans,
the largest amounted to $92,000. The commercial real estate loan is on an office
building located in Pittsburgh that is currently for sale

The 18  installment  loans  total  $29,000  and  consist of various  secured and
unsecured consumer loans and credit card loans.

At March 31, 1997,  the Bank had an allowance  for possible  loan losses of $1.7
million  or 1.03% of loans  receivable,  as  compared  to an  allowance  of $1.5
million or 1.00% of loans  receivable at September  30, 1996.  The allowance for
possible loan losses equaled 148% of non-performing loans at March 31, 1997.

Management has evaluated these  non-performing  loans and the overall  allowance
for possible loan losses and is satisfied that the allowance for possible losses
on loans at March 31, 1997 is adequate. In that regard,  consideration was given
to the increase in the level of the allowance  from  September 30, 1996 to March
31, 1997, as well as the coverage of non-performing loans the allowance provides
at March 31, 1997.

There was no real estate owned at March 31, 1997.
 
                       Comparison of Results of Operations
           for the Three and Six Months Ended March 31, 1997 and 1996

Net Income

Net income for the three months  ended March 31, 1997 was  $638,000  compared to
$523,000  for the same period in 1996,  an  increase  of $115,000 or 22.0%.  The
increase  reflects an increase in net interest  income of $301,000 or 13.8%,  an
increase  in other  income of  $20,000  or 9.8%,  and a  decrease  in  operating
expenses of $37,000 or 2.3%.  Partially offsetting these factors was an increase
in the  provision  for loan  losses of  $60,000 or 100% and an  increase  in the
provision for income taxes of $182,000 or 89.9%.

Net income for the six months ended March 31, 1997 was $1.3 million  compared to
$936,000  for the same period in 1996,  an  increase  of $324,000 or 34.7%.  The
increase  reflects an increase in net interest  income of $711,000 or 16.8%,  an
increase  in other  income of $59,000  or 16.7%,  and a  decrease  in  operating
expenses of $10,000 or .3%.  Partially  offsetting these factors was an increase
in the  provision  for loan  losses of $145,000 or 161.1% and an increase in the
provision for income taxes of $310,000 or 80.9%.

Interest Rate Spread

The  Bank's   interest   rate  spread,   the   difference   between   yields  on
interest-earning  assets and the cost of funds,  decreased to 3.08% in the three
months ended March 31, 1997 from 3.11% in the same period in 1996. 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.
<PAGE>
<TABLE>
<CAPTION>
                                                   Three Months Ended March 31,
                                                        1997          1996
                                                       -----         -----
<S>                                                    <C>           <C>
Average yield on:
   Mortgage loans                                       8.04%         8.21%
   Mortgage-backed securities                           6.32          6.09
   Installment loans                                    8.11          8.41
   Commercial business loans                           10.17         10.00
   Interest-earning deposits with other
     institutions, investment securities,
     and FHLB stock (1)                                 7.09          7.47
                                                       -----         -----
   Total interest-earning assets                        7.40          7.40
                                                       -----         -----
Average rates paid on:
   Savings deposits                                     4.02          4.23
   Borrowed funds                                       5.41          4.75
                                                       -----         -----
   Total interest-bearing liabilities                   4.32          4.29
                                                       -----         -----
Average interest rate spread                            3.08%         3.11%
                                                       =====         =====
Net yield on interest-earning assets                    3.32%         3.29%
                                                       =====         =====

(1) Interest income on tax free investments has been adjusted for federal income
tax purposes using a rate of 34%.
</TABLE>
<PAGE>
The Bank's interest rate spread increased to 3.13% in the six months ended March
31, 1997 from 3.05% in the same period in fiscal 1996. The following table shows
the average yields earned on the Bank's  interest-earning assets and the average
rates paid on its  interest-bearing  liabilities for the periods indicated,  the
resulting interest rate spreads, and the net yields on interest-earning assets.
<TABLE>
<CAPTION>
                                                     Six Months Ended March 31,
                                                        1997          1996
                                                       -----          ----
<S>                                                    <C>           <C>
Average yield on:
   Mortgage loans                                       8.06%         8.23%
   Mortgage-backed securities                           6.31          6.19
   Installment loans                                    8.23          8.53
   Commercial business loans                           10.15          9.92
   Interest-earning deposits with other
     institutions, investment securities,
     and FHLB stock (1)                                 7.08          7.23
                                                       -----          ----
   Total interest-earning assets                        7.42          7.39
                                                       -----          ----
Average rates paid on:
   Savings deposits                                     4.01          4.31
   Borrowed funds                                       5.31          4.72
                                                       -----          ----
   Total interest-bearing liabilities                   4.29          4.34
                                                       -----          ----
Average interest rate spread                            3.13%         3.05%
                                                       =====          ====
Net yield on interest-earning assets                    3.33%         3.23%
                                                       =====          ====

(1) Interest income on tax free investments has been adjusted for federal income
tax purposes using a rate of 34%.
</TABLE>
Interest Income

Interest  on loans  increased  $505,000  or 18.7% to $3.2  million for the three
months ended March 31, 1997,  compared to the same period in 1996.  The increase
is  attributable to an increase in the average loan balance  outstanding  during
the 1997  period,  partially  offset by a decrease in the yield  earned on these
assets in the 1997 period as  compared  to the same period in 1996.  Interest on
loans  increased  $1.1 million  20.0% to $6.4 for the six months ended March 31,
1997,  compared to the same period in 1996. The increase is  attributable  to an
increase  in the  average  loan  balance  outstanding  during  the 1997  period,
partially offset by a decrease in the yield earned on these assets in the fiscal
1997 period as compared to the same period in fiscal  1996.  The increase in the
average  balance of the loan  portfolio  in the  fiscal  1997  periods  reflects
management's continued strategy of emphasizing and increasing loans.

Interest  on  mortgage-backed  securities  increased  $117,000  or  7.8% to $1.6
million and  $111,000 or 3.6% to $3.2 million for the three and six months ended
March 31,  1997,  respectively,  as  compared to the same  periods in 1996.  The
increase for both the three and six month periods ended March 31, 1997, reflects
both an increase in the average balance of  mortgage-backed  securities owned in
the fiscal 1997  periods,  as compared  to fiscal  1996,  and an increase in the
average yield earned on the portfolio.
<PAGE>
Interest on  interest-earning  deposits with other  institutions  and investment
securities  decreased  $10,000 or 1.2% to $857,000  for the three  month  period
ended March 31,  1997,  as compared  to the same  period in 1996.  The  decrease
reflects a decrease in the yield earned on these  investments,  partially offset
by an increase in the average balance in the portfolio. For the six month period
ended  March  31,  1997,  interest  on  interest-earning   deposits  with  other
institutions  and  investment  securities  increased  $116,000  or  7.2% to $1.7
million, as compared to the same period in the prior year. The increase reflects
an increase in the average  balance of such  securities and deposits,  partially
offset by a decrease in the yield earned on these investments.

Interest Expense

Interest on savings  deposits  decreased  $258,000 or 10.0% to $2.3  million and
$567,000  or 10.8% to $4.7  million  for the three and six month  periods  ended
March 31,  1997,  respectively,  as compared to the same periods in fiscal 1996.
The decrease for both the three and six month periods in fiscal 1997 as compared
to fiscal 1996 reflects a decrease in the average cost of deposits, as well as a
decrease in the average balance of savings deposits for the fiscal 1997 periods.

Interest on borrowed  funds  increased  $569,000 or 180.3% to $885,000  and $1.2
million  or 220.7% to $1.7  million  for the three and six month  periods  ended
March 31,  1997,  respectively,  as compared to the same periods in fiscal 1996.
The increases for both periods in fiscal 1997 as compared to fiscal 1996 reflect
both an increase in the average cost of borrowing  during the 1997  periods,  as
compared to 1996,  as well as an increase in the Federal Home Loan Bank ("FHLB")
advances and reverse  repurchase  agreements  outstanding during the fiscal 1997
periods. The Bank continues to rely on these wholesale funding sources in fiscal
1997 to fund  growth as  average  deposit  balances  remained  flat  during  the
periods.

Net Interest Income Before Provision for Loan Losses

The Bank's net  interest  income  before  provision  for loan  losses  increased
$301,000 or 13.8% to $2.5 million, and $711,000 or 16.8% to $4.9 million for the
three and six month periods ended March 31, 1997,  respectively,  as compared to
the same  periods in fiscal  1996.  The  increase  for both periods is primarily
attributable to an increase in net interest earning assets.

Provision for Loan Losses

The  provision  for loan  losses  increased  $60,000 or 100.0% to  $120,000  and
$145,000 or 161.1% to $235,000 for the three and six month  periods  ended March
31, 1997,  respectively,  as compared to the same  periods in fiscal  1996.  The
provision for both years reflects management's evaluation of the loan portfolio,
current economic conditions, and other factors as described below. The allowance
for possible  loan losses has  increased  from $1.3 million at March 31, 1996 to
$1.7 million at March 31, 1997.

A monthly  review is conducted by management to determine that the allowance for
possible loan losses is adequate to absorb estimated loan losses. In determining
the level of  allowances  for possible  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
<PAGE>
allowance  for loan losses is adequate,  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  $20,000 or 9.8% to $224,000 and
$59,000 or 16.7% to $408,000 for the three and six month periods ended March 31,
1997, respectively, as compared to the same periods in fiscal 1996.

Service  fee income,  which  includes  late  charges on loans and fees for loans
serviced  for others,  increased  $2,000 or 13.3% to $17,000 for the three month
period ended March 31,  1997,  as compared to the same period in the prior year.
Service  fee income was  comparable  at $35,000  for both the six month  periods
ended March 31,  1997 and 1996.  In both the three and six month  periods  ended
March 31,  1997,  increases  in late  charges on loans were wholly or  partially
offset by reduced  service  fee income,  as compared to the same  periods in the
prior fiscal year.

Gain on the sale of investment and mortgage-backed  securities  decreased $7,000
or 24.5% to $22,000 for the three month period ended March 31, 1997, as compared
to the same period in 1996.  For the six month  period  ended March 31,  1997, a
gain of $21,000  was  recorded,  as  compared  to a gain of $17,000 for the same
period in fiscal 1996. 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  $3,000  and  $5,000  for both the three and six month
periods ended March 31, 1996 and 1997,  respectively.  The Bank sells  education
loans to the Student Loan Marketing Association  ("SLMA").  Such sales generally
result in some gain or loss  being  realized  and are being  done to reduce  the
Bank's  position in these loans,  which are generally lower yielding and subject
to  extensive  and  costly  government  regulation.  The Bank does not intend to
originate additional student loans for its portfolio,  except those that will be
serviced by SLMA. Results generally reflect the timing of such sales. The volume
of loans sold is comparable between periods.

Other operating  income includes  miscellaneous  sources of income which consist
primarily of various fees  related to checking  accounts,  fees from the sale of
cashiers  checks and money  orders,  and safe deposit box rental  income.  Other
operating income increased $25,000 or 16.3% to $182,000 and increased $55,000 or
18.9% to $347,000 for the three and six month  periods  ended March 31, 1997, as
compared to the same periods in fiscal 1996. The increase for both the three and
six month  periods is primarily  due to increases  in checking  account  service
charges and fees related to a debit card product the Bank  introduced  in fiscal
1996.

Other Expenses

Total operating  expenses  decreased $37,000 or 2.3% to $1.6 million and $10,000
or .3% to $3.2 million for the three and six month periods ended March 31, 1997,
respectively, as compared to the same period in fiscal 1996.
<PAGE>
Compensation,  payroll  taxes and fringe  benefits,  the  largest  component  of
operating expenses,  increased $55,000 or 6.9% to $853,000 and $173,000 or 10.9%
to $1.8  million  for the three  and six month  periods  ended  March 31,  1997,
respectively,  compared to the same periods in fiscal 1996. Factors contributing
to the increase were normal salary  increases,  higher bonuses awarded in fiscal
1997,  a small  increase  in the  number of  employees  on the  payroll,  and an
increase in retirement and health care expenses.

Office occupancy and equipment  expense was comparable at $144,000 for the three
month  periods ended March 31, 1997 and 1996,  and increased  $10,000 or 3.6% to
$289,000 for the six month  period  ended March 31,  1997,  compared to the same
period in fiscal  1996.  In both the three and six month  periods,  increases in
equipment  maintenance costs were partially offset by lower utility expenses and
property taxes.

Depreciation and amortization  increased $10,000 or 8.5% to $123,000 and $13,000
or 6.1% to $235,000  for the three and six month  periods  ended March 31, 1997,
respectively,  compared to the same periods in fiscal 1996. The results  reflect
the purchase of new equipment,  primarily for back room  operations,  as well as
depreciation on renovations  completed at the Zelionople and Bloomfield branches
of the Bank.

Federal insurance  premiums  decreased $101,000 or 72.9% to $38,000 and $242,000
or 86.5% to $38,000 for the three and six month  periods  ended March 31,  1997,
respectively,  compared to the same  periods in fiscal 1996.  On  September  30,
1996, the President signed into law the Deposit Insurance Funds Act of 1996 (the
ACT).  Among other  things,  the Act imposed a one time  special  assessment  on
deposits  insured by the SAIF designed to fully capitalize the SAIF to the level
required by law. This special  assessment was approximately $1.5 million for the
Bank and was recorded as an expense in the year ended  September  30, 1996,  and
was  paid in  November  1996.  As a  result  of the  payments  by  SAIF  insured
institutions,   the  FDIC  subsequently  determined  that  the  SAIF  was  fully
capitalized  and that,  for the quarter  ended  December  31,  1996,  no deposit
insurance premiums would be due from many institutions,  including the Bank. For
the quarter  beginning January 1, 1997,  deposit insurance for  well-capitalized
SAIF  insured  institutions,  including  the Bank,  were  assessed  at a rate of
approximately $.0648 per hundred dollars of deposits. This compares to a rate of
$.23 per hundred that was in effect prior to the recapitalization of SAIF.

Net loss on real estate  owned was $26,000 for the three  months ended March 31,
1997,  as  compared to a net gain of $7,000 in the  comparable  period in fiscal
1996.  Net loss on real  estate  owned was  $33,000 and $1,000 for the six month
periods  ended  March 31, 1997 and 1996,  respectively.  Results for the periods
reflect the sale of property held as real estate owned.  At March 31, 1997,  the
Bank has no real estate owned.

Amortization  of intangibles was zero for the three month period ended March 31,
1997,  and $66,000 for the  comparable  period in fiscal 1996.  Amortization  of
intangibles  was $44,000 and $132,000 for the six month  periods ended March 31,
1997 and 1996,  respectively.  The  intangibles  generated  by the three  branch
acquisitions   that  occurred  in  November  1991  were  being  amortized  on  a
straight-line  basis over five years.  These intangibles were fully amortized in
November 1996.
<PAGE>
Other operating expenses,  which consists of check processing costs,  consulting
fees, legal and audit fees,  advertising,  bank charges and other administrative
expenses, increased $33,000 or 9.6% to $384,000 and $92,000 or 13.9% to $756,000
for the three and six month  periods  ended  March 31,  1997,  respectively,  as
compared to the same periods in fiscal 1996. Significant variations between both
the three and six month  periods in fiscal  1997,  as compared  to fiscal  1996,
include  increases in automatic  teller  machine  network fees,  stationary  and
supplies,  advertising  and consulting  fees,  and Federal  Reserve Bank service
charges related to the Bank's implementation of check imaging.

Income Taxes

Income  taxes  increased  $182,000 or 89.9% to $386,000 and $310,000 or 80.9% to
$693,000 for the three and six month periods ended March 31, 1997, respectively,
compared to the same periods in fiscal 1996.  The increase in taxes for both the
three and six month periods  ended March 31, 1997,  reflects  increased  taxable
income in the 1997 periods,  as well as an increase in the effective tax rate to
37.6%  and 35.5% for the three  and six  month  periods  ended  March 31,  1997,
respectively,  as compared to 28.0% and 29.0% for the comparable  periods in the
prior year. The increased  effective tax rate primarily  results from the Bank's
increased  pre-tax  income as well as the sale of tax-free  investments  and the
reinvestment of those proceeds into taxable instruments.

Capital Requirements

The Federal Reserve Board measures capital adequacy for bank holding  companies,
such as the  Company,  on the  basis of a  risk-based  capital  framework  and a
leverage ratio. The minimum ratio of total  risk-based  capital to risk-weighted
assets is 8%. At least half of the total  capital  must be common  stockholders'
equity (not inclusive of net unrealized  gains and losses on  available-for-sale
securities) and perpetual preferred stock, less goodwill and other nonqualifying
intangible  assets  ("Tier  1  capital").  The  remainder  (i.e.  , the  "Tier 2
risk-based capital") may consist of hybrid capital instruments,  perpetual debt,
term  subordinated  debt,  other  preferred  stock and a  limited  amount of the
allowance for loan losses.  At March 31, 1997, the Company had Tier 1 capital as
a percentage of risk-weighted assets of 14.61% and total risk-based capital as a
percentage of risk-weighted assets of 15.62%.

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum  ratio or 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 100 to
200 basis  points  above the  minimum.  At March 31,  1997,  the  Company  had a
leverage ratio of 7.45%.

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, 1997,  the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 7.10% 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, 1997,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 14.90%.
<PAGE>
A reconciliation of Stockholders' Equity to Regulatory Capital is as follows:
<TABLE>
<CAPTION>
<S>                                                              <C>
Stockholder's equity at March 31, 1997 (1)                       $21,591,377
Unrealized securities losses                                       1,347,496
                                                                 -----------
Tier 1 Capital at March 31, 1997                                  22,938,873
Plus: Qualifying loan loss allowance                               1,677,358
                                                                 ----------- 
Total capital at March 31, 1997                                  $24,616,231
                                                                 ===========

(1) Represents  equity  capital  of the  Bank as  reported  to the  FDIC and the
    Pennsylvania Department of Banking on Form 033.
</TABLE>

Liquidity

The Bank's  primary  sources of funds have  historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent,  loans.  At March 31,  1997,  the  total of  approved  loan  commitments
amounted to $4.9 million. In addition,  the Bank had $4.0 million of undisbursed
loan funds at that date. The amount of savings  certificates which mature during
the next twelve months totals approximately $84.7 million, a substantial portion
of which management believes,  on the basis of prior experience,  will remain in
the Bank.
<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

             A. The Annual Meeting of Stockholders was held on February 4, 1997.

             B. The  election of directors  and  ratification  of auditors  were
             submitted  for approval to the  stockholders  of Fidelity  Bancorp,
             Inc. and were approved thereby by the requisite vote required.

Item 5.  Other Information
             None

Item 6.  Exhibits and Reports on Form 8-K
             None
<PAGE>

                                   SIGNATURES


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 SAVINGS BANK



Date:  May 12, 1997              By: /s/ William L. Windisch
                                     -----------------------
                                     William L. Windisch
                                     President and Chief Executive Officer


Date:  May 12, 1997              By: /s/ Richard G. Spencer
                                     ----------------------
                                     Richard G. Spencer
                                     Vice President and Chief Financial Officer