United States Securities and Exchange Commission

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

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

     For the quarterly period ended December 31, 2004
                                    -----------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

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

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

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

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

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

                                  412-367-3300
                                  ------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
            (Former name, former address and former fiscal year, if
                          changed since last report)

     Indicate  by check  mark  whether  the  issuer:  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X    No
                                             -----    -----

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes       No  X
                                               -----    -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:  2,650,039 shares, par value
                                                     ---------------------------
$0.01, at January 31, 2005
--------------------------




<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index

Part I - Financial Information                                              Page
------------------------------                                              ----

Item 1.   Financial Statements (Unaudited)

          Consolidated Statements of Financial Condition as of                1
          December 31, 2004 and September 30, 2004

          Consolidated Statements of Income for the Three Months              2
          Ended December 31, 2004 and 2003

          Consolidated Statements of Cash Flows for the Three Months        3-4
          Ended December 31, 2004 and 2003

          Consolidated  Statements  of Changes in  Stockholders'              5
          Equity for the Three Months Ended  December 31, 2004 and 2003

          Notes to Consolidated Financial Statements                          6

Item 2.   Management's Discussion and Analysis of Financial Condition        13
          and Results of Operations

Item 3.   Quantitative and Qualitative Disclosures About Market Risk         20

Item 4.   Controls and Procedures                                            21


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

Item l.   Legal Proceedings                                                  21

Item 2.   Unregistered Sales of Equity Securities, Use of Proceeds           22
          and Issuer Purchases of Equity Securities

Item 3.   Defaults Upon Senior Securities                                    22

Item 4.   Submission of Matters to a Vote of Security Holders                22

Item 5.   Other Information                                                  22

Item 6.   Exhibits                                                        23-24

Signatures                                                                   25



<PAGE>

Item 1.  Financial Statements
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Financial Condition (Unaudited)
           ----------------------------------------------------------
                        (in thousands except share data)
<TABLE>
<CAPTION>
                                                          December 31,   September 30,
              Assets                                         2004            2004
              ------                                         ----           ----
<S>                                                      <C>            <C>
Cash and due from banks                                    $   8,125      $   8,212
Interest-bearing demand deposits with other institutions         320            619
                                                           ---------      ---------
    Cash and Cash Equivalents                                  8,445          8,831

Securities available-for-sale                                190,152        186,112
  (book value of  $188,775 and $184,301)
Securities held-to-maturity                                  117,012        109,334
  (fair value of $117,807 and $110,413)
Loans held for sale                                               --            116
Loans receivable, net of allowance $2,548 and $2,609         297,766        290,389
Foreclosed real estate, net                                    1,267          1,517
Restricted investments in bank stock, at cost                 11,942         11,156
Office premises and equipment, net                             5,123          5,210
Accrued interest receivable                                    3,192          3,081
Other assets                                                  11,785         11,981
                                                           ---------      ---------
       Total Assets                                        $ 646,684      $ 627,727
                                                           =========      =========
              Liabilities and Stockholders' Equity
              ------------------------------------
Liabilities:
   Deposits:
      Non-interest bearing                                 $  29,799      $  30,106
      Interest bearing                                       328,675        329,666
                                                           ---------      ---------
          Total Deposits                                     358,474        359,772

   Short-term borrowings                                      78,657         64,106
   Subordinated Debt                                          10,310         10,310
   Securities sold under agreement to repurchase               5,569          5,118
   Advance payments by borrowers for taxes and insurance       2,225          1,129
   Other liabilities                                           2,692          2,908
   Long-term debt                                            147,206        142,307
                                                           ---------      ---------
       Total Liabilities                                     605,133        585,650
                                                           ---------      ---------


Stockholders' equity:
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 3,177,660
      and 3,153,617 shares issued, respectively                   32             32
   Paid-in capital                                            36,140         35,798
   Retained earnings                                          14,279         13,595
   Accumulated other comprehensive income                        908          1,195
   Treasury stock, at cost - 534,505 and 480,295 shares       (9,808)        (8,543)
                                                           ---------      ---------
       Total Stockholders' Equity                             41,551         42,077
                                                           ---------      ---------

       Total Liabilities and Stockholders' Equity          $ 646,684      $ 627,727
                                                           =========      =========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.
                                       -1-


<PAGE>

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

                                                            Three Months Ended
                                                               December 31,
                                                               ------------
                                                            2004         2003
                                                            ----         ----
Interest income:
   Loans                                                   $4,442       $4,331
   Mortgage-backed securities                               1,351          926
   Investment securities - taxable                          1,340        1,310
   Investment securities - tax-exempt                         474          613
   Other                                                        1            1
                                                           ------       ------
      Total interest income                                 7,608        7,181
                                                           ------       ------

Interest expense:
   Deposits                                                 1,843        2,041
   Short-term borrowings                                      420          158
   Long-term debt                                           1,744        1,820
   Subordinated debt                                          145          122
                                                           ------       ------
      Total interest expense                                4,152        4,141
                                                           ------       ------

Net interest income                                         3,456        3,040

Provision for loan losses                                     175           50
                                                           ------       ------

Net interest income after provision for loan losses         3,281        2,990
                                                           ------       ------

Other income:
   Loan service charges and fees                               97           97
   Realized gain on sales of securities, net                   82           89
   Gain on sales of loans                                       5           17
   Deposit service charges and fees                           356          355
   Other                                                      301          311
                                                           ------       ------
      Total other income                                      841          869
                                                           ------       ------

Operating expenses:
   Compensation and benefits                                1,823        1,765
   Office occupancy and equipment expense                     257          233
   Depreciation and amortization                              186          197
   Net loss on foreclosed real estate                          19            2
   Amortization of intangible assets                           13           14
   Other                                                      578          576
                                                           ------       ------
      Total operating expenses                              2,876        2,787
                                                           ------       ------

Income before income tax provision                          1,246        1,072
Income tax provision                                          241          220
                                                           ------       ------
Net income                                                 $1,005       $  852
                                                           ======       ======
Basic earnings per common share                            $  .38       $  .32
                                                           ======       ======
Diluted earnings per common share                          $  .36       $  .30
                                                           ======       ======
Dividends per common share                                 $  .12       $ .109
                                                           ======       ======
See accompanying notes to unaudited consolidated financial statements


                                       -2-


<PAGE>

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

<TABLE>
<CAPTION>
                                                                   Three Months Ended December 31,
                                                                          2004        2003
                                                                          ----        ----
Operating Activities:
<S>                                                                  <C>         <C>
     Net income                                                        $  1,005    $    852
     Adjustments to reconcile net income to net cash provided by
     operating activities:
         Provision for loan losses                                          175          50
         Loss on foreclosed real estate                                      19           2
         Provision for depreciation and amortization                        186         197
         Deferred loan fee amortization                                     (52)        (55)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                           208         533
         Amortization of intangibles                                         13          14
         Net gain on sale of securities                                     (82)        (89)
         Net gain on sale of loans                                           (5)        (17)
         Origination of loans held-for-sale                                (191)       (190)
         Proceeds from sale of loans held-for-sale                          312         423
         (Increase)/Decrease in interest receivable                        (111)         13
         Decrease in prepaid income taxes                                   183          24
         Decrease in interest payable                                       (20)       (226)
         Increase in cash surrender value of life insurance policies        (51)        (49)
         Contribution to ESOP                                              (235)       (103)
         Other changes, net                                                 160         809
                                                                        -------     -------

        Net cash provided by operating activities                         1,514       2,188
                                                                        -------     -------



Investing Activities:

     Proceeds from sales of securities available-for-sale                   441       1,628
     Proceeds from maturities and principal repayments of
        securities available-for-sale                                    11,877      13,251
     Purchases of securities available-for-sale                         (16,697)    (14,342)
     Purchases of securities held-to-maturity                           (12,040)    (10,023)
     Proceeds from maturities and principal repayments of
        securities held-to-maturity                                       4,232       7,854
     Net increase in loans                                               (7,500)     (6,290)
     Proceeds from sale of foreclosed real estate                           274           9
     Net purchases of FHLB stock                                           (786)       (122)
     Proceeds from sale of office premises and equipment                     --          30
     Additions to office premises and equipment                             (98)        (47)
                                                                        -------     -------

  Net cash used in investing activities                                 (20,297)     (8,052)
                                                                        -------     -------
</TABLE>

Continued on page 4.
                                       -3-


<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Cash Flows (Unaudited) (Cont'd.)
           -----------------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                      Three Months Ended December 31,
                                                                         2004                2003
                                                                         ----                ----
<S>                                                                 <C>                 <C>
Financing Activities:
Net (decrease)/increase in deposits                                     (1,298)              1,012
Increase/(decrease) in reverse repurchase agreements                       451                (908)
Net increase in short-term borrowings                                   14,551              18,282
Proceeds from long-term borrowings                                      10,000                  --
Repayments of long-term borrowings                                      (5,101)            (10,100)
Increase in advance payments by borrowers for taxes and insurance        1,096               1,203
Cash dividends paid                                                       (321)               (291)
Stock options exercised                                                    247                 140
Proceeds from sale of stock through Dividend Reinvestment Plan              37                  32
Contribution of stock to Employee Stock Ownership Plan                      --                 117
Purchase of treasury stock                                              (1,265)               (246)
                                                                      --------            --------

Net cash provided by financing activities                               18,397               9,241
                                                                      --------            --------

(Decrease) increase in cash and cash equivalents                          (386)              3,377

Cash and cash equivalents at beginning of period                         8,831               7,992
                                                                      --------            --------

Cash and cash equivalents at end of period
                                                                      $  8,445            $ 11,369
                                                                      ========            ========

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:
  Interest on deposits and other borrowings                           $  4,172            $  4,356
  Income taxes                                                        $     --            $     --
                                                                      --------            --------

Supplemental Schedule of Noncash Investing and Financing Activities

Transfer of loans to foreclosed real estate                           $     --            $     15
                                                                      --------            --------
</TABLE>




See accompanying notes to unaudited consolidated financial statements.





                                       -4-


<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
     Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
                        (in thousands, except share data)
<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                                                                     Other
                                                      Additional                                  Comprehensive
                                         Common       Paid-in      Treasury        Retained          Income
                                         Stock        Capital        Stock         Earnings       Net of Tax            Total
===============================================================================================================================

<S>                                    <C>          <C>          <C>             <C>              <C>               <C>
Balance at September 30, 2003            $   28       $ 28,960     $ (7,192)       $ 16,388         $ 2,011           $ 40,195
Comprehensive income:
     Net income                                                                         852                                852
     Other comprehensive income,
       net of tax of ($18)                                                                              (35)               (35)
     Reclassification adjustment,
       net of tax of ($30)                                                                              (59)               (59)
                                         ------       --------     ---------       --------         -------           --------
Total comprehensive income                   --             --            --            852             (94)               758

 Cash dividends declared                                                               (291)                              (291)

Treasury stock purchased -
  10,000 shares                                                         (246)                                             (246)
Contribution of stock to ESOP
  (5,000 shares)                                            (6)          123                                               117
 Sale of stock through Dividend
       Reinvestment Plan                                    32                                                              32

 Stock options exercised                     --            140                                                             140
                                         ------       --------     ---------       --------         -------           --------

Balance at December 31, 2003             $   28       $ 29,126     $  (7,315)      $ 16,949         $ 1,917           $ 40,705
                                         ======       ========     =========       ========         =======           ========

Balance at September 30, 2004            $   32       $ 35,798     $  (8,543)      $ 13,595        $  1,195           $ 42,077
Comprehensive income:
     Net income                                                                       1,005                              1,005
     Other comprehensive income,
        net of tax of ($121)                                                                           (233)              (233)
     Reclassification adjustment,
        net of tax of ($28)                                                                             (54)               (54)
                                         ------       --------     ---------       --------         -------           --------
Total comprehensive income                   --             --            --          1,005            (287)               718


Cash dividends declared                                                                (321)                              (321)
Tax benefit realized on stock options
exercised                                                   58                                                              58
Treasury stock purchased -
   54,210 shares                                                      (1,265)                                           (1,265)

 Sale of stock through Dividend
    Reinvestment Plan                                       37                                                              37

 Stock options exercised                                   247                                                             247
                                         ------       --------     ---------       --------         -------           --------

Balance at December 31, 2004             $   32       $ 36,140     $  (9,808)      $ 14,279         $   908           $ 41,551
                                         ======       ========     =========       ========         =======           ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       -5-
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                                December 31, 2004

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

(2) Basis of Presentation
    ---------------------
The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles in the United  States.  However,  all 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,  2004.  The results for the three month period
ended December 31, 2004 are not  necessarily  indicative of the results that may
be expected for the fiscal year ending  September 30, 2005 or any future interim
period.

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

In January 2003,  the Financial  Accounting  Standards  Board (FASB) issued FASB
Interpretation  No.  46,   "Consolidation  of  Variable  Interest  Entities,  an
Interpretation  of ARB No.  51".  FIN 46 was  revised  in  December  2003.  This
interpretation  provides new guidance for the consolidation of variable interest
entities  (VIEs) and requires such entities to be  consolidated by their primary
beneficiaries  if the entities do not  effectively  disperse  risk among parties
involved.  The  interpretation  also adds disclosure  requirements for investors
that are involved with unconsolidated VIEs. The disclosure requirements apply to
all  financial  statements  issued after  December 31, 2003.  The  consolidation
requirements apply to companies that have interests in special-purpose  entities
for periods ending after December 15, 2003.

FIN 46 required  Fidelity  Bancorp,  Inc. to deconsolidate  its investment in FB
Statutory  Trust II (the  Trust) on the March 15,  2004,  effective  date.  As a
result,  the Company's  Consolidated  Statements of Financial  Condition include
junior subordinated debt ("Subordinated  Debt") and the related interest expense
is included  as a  component  of  interest  expense on  Fidelity's  Consolidated
Statements  of  Income.   Prior  to  the  adoption  of  FIN  46,  the  Company's
Consolidated   Statements  of  Financial   Condition  reported  the  "Guaranteed
Preferred  Beneficial  Interest in  Company's  Debentures"  in its  Statement of
Condition, which represented the trust preferred securities issued by the Trust.

The  deconsolidation  of subsidiary  trusts of bank holding  companies formed in
connection  with the  issuance of trust  preferred  securities,  like the Trust,
appears to be an unintended  consequence of FIN 46. It is currently  unknown if,
or when, the FASB will address this issue.  In July 2003, the Board of Governors
of the Federal  Reserve  System issued a  supervisory  letter  instructing  bank
holding companies to continue to include the trust preferred securities in their
Tier 1 capital for  regulatory  capital  purposes  until  notice is given to the
contrary.  The Federal  Reserve has proposed  regulations  that would allow bank
holding  companies  such as the Company to  continue  to count  trust  preferred
securities  up to 25% of Tier 1 capital.  The Company will  continue to meet its
regulatory capital requirements if the proposal is adopted in its current form.

                                       -6-

<PAGE>

In December 2003, the Accounting  Standards Executive Committee issued Statement
of Position 03-3 (SOP 03-3),  "Accounting  for Certain Loans or Debt  Securities
Acquired in a Transfer." SOP 03-3 addresses  accounting for differeneces between
contractual  cash  flows  and  cash  flows  expected  to be  collected  from  an
investor's  initial  investment  in  loans  or  debt  securities  acquired  in a
transfer,   including   business   combinations,   if  those   differences   are
attributable,  at least in part,  to dredit  quality.  SOP 03-3 is effective for
loans for debt securities  acquired in fiscal years beginning after December 15,
2004. the Company intends to adopt the provisions of SOP 03-3 effective  October
1,  2005,  and does not  expect the  initial  implementation  to have a material
effect on the Company's consolidated financial statements.

In March 2004, the FASB's  Emerging Issues Task Force (EITF) reached a consensus
on EITF Issue No., 03-1, "The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain  Investments"  (EITF 03-1).  EITF 03-1 provides  guidance
regarding the meaning of other-than-temporary  impairment and its application to
investments  classified as either  available-for-sale or held-to-maturity  under
FASB Statement No. 115,  "Accounting for Certain  Investments in Debt and Equity
Securities,"  and to equity  securities  accounted  for  under the cost  method.
Included in EITF 03-1 is guidance  on how to account  for  impairments  that are
solely due to interest rate changes,  including changes resulting from increases
in sector credit  spreads.  This guidance was to become  effective for reporting
periods beginning after June 15, 2004.  However, on September 30, 2004, the FASB
issued a Staff Position that delays the effective date for the  recognition  and
measurement  guidance  of EITF 03-1  until  additional  clarifying  guidance  is
issued.  We are not able to assess the impact of the adoption of EITF 03-1 until
final guidance is issued.

In March  2004,  the SEC  released  Staff  Accounting  Bulletin  (SAB) No.  105,
"Application  of Accounting  Principles to Loan  Commitments."  SAB 105 provides
guidance about the  measurements  of loan  commitments  recognized at fair value
under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SAB 105 also requires companies to disclose their accounting policy
for those loan  commitments  including  methods and assumptions used to estimate
fair value and associated hedging strategies.  SAB 105 is effective for all loan
commitments  accounted for as derivatives  that are entered into after March 31,
2004. The adoption of SAB 105 did not have a material effect on our consolidated
financial statements.

In December 2004,  the FASB issued  Statement No. 123R,  "Share-Based  Payment."
Statement  No. 123R  revised  Statement  No. 123,  "Accounting  for  Stock-Based
Compensation,"  and supersedes APB Opinion No. 25,  "Accounting for Stock Issued
to Employees," and its related implementation guidance.  Statement No. 123R will
require  compensation  costs related to share-based  payment  transactions ot be
recognized in the financial statement (with limited  exceptions).  The amount of
compensation  cost will be measured  based on the  grant-date  fair value of the
equity or liability  instruments  issued.  Compensation  cost will be recognized
over the period that an  employee  provides  service in exchange  for the award.
This  statement is effective as of the  beginning of the first interim or annual
reporting  period  that begins  after June 15,  2005.  The Company is  currently
evaluating  the impact  from this  standard  on its  results of  operations  and
financial position.


                                       -7-
<PAGE>

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

At December 31, 2004, the Company had several stock-based  employee and director
compensation  plans, which are described in Note 13 in the Company's 2004 Annual
Report.  All options  granted under these plans have an exercise  price equal to
the  market  value of the  underlying  common  stock on the date of  grant.  The
Company applies APB Opinion No. 25,  "Accounting for Stock Issued to Employees,"
and  related  interpretations.  Accordingly,  no  compensation  expense has been
recognized for its stock option plans.  However,  as required to be disclosed by
SFAS No. 148, the following table illustrates the pro forma effect on net income
and  earnings  per share if the fair value based  method had been applied to the
Company's stock option plans (amounts in thousands,  except per share data).

                                                         For the three months
                                                          ended December 31,
                                                         --------------------
                                                           2004        2003
                                                         --------    --------

Net income, as reported                                  $  1,005    $    852
Add:  Stock-based compensation expense included in
  reported net income, net of tax                              --          --
Deduct: Compensation expense from stock options,
  determined under fair value based method, net of tax        (13)         (9)
                                                         --------    --------
Pro forma net income                                     $    992    $    843
                                                         ========    ========

Earnings per share:
  Basic - as reported                                    $    .38    $    .32
  Basic - pro forma                                      $    .37    $    .32
  Diluted - as reported                                  $    .36    $    .30
  Diluted - pro forma                                    $    .35    $    .30

The   Black-Scholes   option  pricing  model  requires  the  use  of  subjective
assumptions  which can materially affect fair value estimates.  Therefore,  this
model does not  necessarily  provide a reliable single measure of the fair value
of the Company's stock options.



                                       -8-
<PAGE>

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

Basic  earnings  per share (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  dividends  distributed on May
26, 2004 and May 28, 2003.  The following  table sets forth the  computation  of
basic and diluted  earnings per share  (amounts in  thousands,  except per share
data):

                                                 Three Months Ended
                                                    December 31,
                                                 2004       2003
                                                ------------------
Numerator:
Net Income                                      $1,005     $  852
                                                ------     ------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares                2,666      2,670
Effect of dilutive securities:
  Employee stock options                           131        139
                                                ------     ------
Denominator for diluted earnings per share
- weighted average
  Shares and assumed conversions                 2,797      2,809
                                                ------     ------
Basic earnings per share                        $  .38     $  .32
                                                ------     ------
Diluted earnings per share                      $  .36     $  .30
                                                ------     ------

(6) 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 on securities  available-for-sale  are
reported as  accumulated  other  comprehensive  income  (loss) in  stockholders'
equity.  Unrealized gains of $908,000,  net of tax, on investments classified as
available-for-sale  are  recorded  at  December  31,  2004.  The  Company had no
securities classified as trading as of December 31, 2004 and September 30, 2004.

                                       -9-

<PAGE>

(7) Loans Receivable
    ----------------

     Loans  receivable  are  comprised  of  the  following  (dollar  amounts  in
thousands):
<TABLE>
<CAPTION>
                                                      December 31,   September 30,
                                                          2004          2004
                                                      ------------   ------------
        <S>                                            <C>            <C>
        First mortgage loans:
               Conventional:
                   1-4 family dwellings                $ 119,220      $ 109,991
                   Multi-family dwellings                 10,243         12,191
               Commercial                                 51,367         50,334
               Construction:
                   Residential                            26,226         29,220
                   Commercial                              7,189          7,211
                                                       ---------      ---------
                                                         214,245        208,947
                                                       ---------      ---------
        Less:
               Loans in process                          (18,938)       (23,409)
               Unearned discounts and fees                  (639)          (612)
                                                       ---------      ---------
                                                         194,668        184,926
                                                       ---------      ---------
        Installment loans:
               Home equity                                70,118         71,547
               Consumer loans                              1,717          1,749
               Other                                       2,561          2,694
                                                       ---------      ---------
                                                          74,396         75,990
                                                       ---------      ---------
        Commercial business loans and leases:
               Commercial business loans                  30,340         30,872
               Commercial leases                             910          1,210
                                                       ---------      ---------
                                                          31,250         32,082
                                                       ---------      ---------

        Less:  Allowance for loan losses                  (2,548)        (2,609)
                                                       ---------      ---------

               Loans receivable, net                   $ 297,766      $ 290,389
                                                       ---------      ---------
</TABLE>

                                   -10-
<PAGE>

(8) Allowance for Loan Losses
    -------------------------

Changes in the allowance for loan losses for the three months ended December 31,
2004 and the fiscal year ended September 30, 2004 are as follows (dollar amounts
in thousands):

                                           December 31,    September 30,
                                              2004            2004
                                           -----------     ------------

Balance at beginning of period             $ 2,609          $ 3,091
Provision for loan losses                      175              275
Charge-offs                                   (245)            (819)
Recoveries                                       9               62
                                           -------          -------
Balance at end of period                   $ 2,548          $ 2,609
                                           -------          -------


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

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

At December 31, 2004, the recorded investment in loans that are considered to be
impaired  under  SFAS No.  114 was $2.4  million  compared  to $2.4  million  at
December 31, 2003.  Included in the current amount is $316,000 of impaired loans
for which the related allowance for loan losses is $56,000,  and $2.1 million of
impaired loans that as a result of applying  impairment  tests  prescribed under
SFAS No. 114, do not have an  allowance  for loan losses.  The average  recorded
investment in impaired loans during the three months ended December 31, 2004 was
$2.4 million compared to $2.2 million for the same period in the prior year. For
the three months ended  December 31,  2004,  the Company  recognized  $14,000 of
interest  income on impaired  loans using the cash basis of income  recognition.
The Company  recognized  $9,000 of interest  income on impaired loans during the
three month period ended December 31, 2003.

(9) Comprehensive Income
    --------------------

Total comprehensive  income amounted to the following for the three months ended
December 31 (dollar amounts in thousands):

                                                              Three Months Ended
                                                                December 31,
                                                                2004      2003
                                                             -------------------

Net Income                                                   $ 1,005    $   852
Unrealized holding gains (losses) on investment
securities and mortgage-backed securities available for
sale, net of tax                                             $  (233)   $   (35)
Reclassification adjustment for (gains) losses included
in net income                                                $   (54)   $   (59)
Comprehensive income                                         $   718    $   758
                                                             =======    =======

                                      -11-

<PAGE>

(10) Goodwill and Other Intangible Assets
     ------------------------------------

The Company  performed its annual  goodwill  impairment  test during the quarter
ended March 31, 2004 and it was determined that no adjustments were required.

(11) Guarantees
     ----------

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition or  disclosure,  other than its standby  letters of credit.  Standby
letters of credit written are conditional  commitments  issued by the Company to
guarantee the performance of a customer to a third party. Generally, all letters
of credit,  when issued have  expiration  dates within one year. The credit risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending other loan  commitments.  The Bank requires  collateral  supporting
these  letters  of credit  as deemed  necessary.  Management  believes  that the
proceeds  obtained  through a liquidation of such collateral would be sufficient
to cover the maximum  potential  amount of future  payments  required  under the
corresponding  guarantees.  The current  amount of  liability as of December 31,
2004 and  2003for  guarantees  under  standby  letters  of credit  issued is not
material.


                                      -12-
<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.'s  ("Fidelity" or 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.

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

Note  1 on  pages  10  through  17  of  the  Company's  2004  Annual  Report  to
Shareholders lists significant  accounting  policies used in the development and
presentation  of its financial  statements.  This  discussion and analysis,  the
significant  accounting  policies,  and other  financial  statement  disclosures
identify  and address  key  variables  and other  qualitative  and  quantitative
factors that are necessary for an  understanding  and  evaluation of the Company
and its results of operations.

The most  significant  estimates in the  preparation of the Company's  financial
statements  are for the  allowance  for loan  losses  and  accounting  for stock
options. Please refer to the discussion of the allowance for loan losses in note
8 "Allowance for Loan Losses" on page 10 above. In addition,  further discussion
of the estimates used in determining  the allowance for loan losses is contained
in the  discussion on "Provision  for Loan Losses" on page 16 herein and page 49
of the Company's 2004 Annual Report to  Shareholders.  The Company  accounts for
its stock option plans under the recognition  and measurement  principles of APB
Opinion  No.  25,  "Accounting  for Stock  Issued  to  Employees,"  and  related
Interpretations.  No  stock-based  employee  compensation  is  reflected  in net
income,  as all options  granted had an exercise price equal to the market value
of the underlying  common stock on the grant date.  Refer also to note 13 "Stock
Option Plans" on page 32 of the Company's 2004 Annual Report to Shareholders and
Note 3 "New Accounting Standards" on page 6 above

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

Total assets of the Company increased $19.0 million,  or 3.0%, to $646.7 million
at December  31, 2004 from $627.7  million at September  30,  2004.  Significant
changes  in   individual   categories   include  an   increase   in   securities
held-to-maturity of $7.7 million, an increase in net loans of $7.4 million,  and
an increase in securities available-for-sale of $4.0 million.

Total  liabilities of the Company  increased  $19.5 million,  or 3.3%, to $605.1
million at  December  31,  2004 from  $585.7  million  at  September  30,  2004.
Significant  changes  include an  increase  in  short-term  borrowings  of $14.6
million,  an  increase in  long-term  debt of $4.9  million,  and an increase in
advance  payments by borrowers for taxes and  insurance of $1.1  million.  These
increases offset a $1.3 million decline in total deposits.

                                      -13-

<PAGE>

Stockholders'  equity decreased  $526,000,  or 1.3% to $41.6 million at December
31, 2004,  compared to $42.1 million at September 30, 2004. This result reflects
net income for the  three-month  period ended December 31, 2004 of $1.0 million,
stock  options  exercised  of  $247,000,  and stock  issued  under the  Dividend
Reinvestment Plan of $37,000.  Offsetting these increases were common stock cash
dividends  paid of $321,000,  treasury  stock  purchased of $1.3 million,  and a
decrease of  accumulated  other  comprehensive  income of $287,000.  Accumulated
other  comprehensive  income  decreased  from  September 30, 2004 as a result of
changes in the net unrealized gains on the available-for-sale  securities due to
the  fluctuations in interest rates during the current  period.  Management does
not  consider  the  unrealized  losses at December  31,  2004,  to be other than
temporary.  Because of interest rate volatility, the Company's accumulated other
comprehensive  income could  materially  fluctuate for each interim and year-end
period.  Approximately  $3.4 million of the balances in retained  earnings as of
December 31, 2004 and September 30, 2004 represent base year bad debt deductions
for tax purposes only, as they are considered restricted accumulated earnings.


Non-Performing Assets
---------------------

The  following  table sets forth  information  regarding  non-accrual  loans and
foreclosed  real estate by the Company at the dates  indicated.  The Company did
not have any loans which were classified as troubled debt  restructuring  at the
dates presented (dollar amounts in thousands).
<TABLE>
<CAPTION>
                                                              December 31,  September 30,
                                                                 2004         2004
                                                                 ----         ----
<S>                                                            <C>          <C>
Non-accrual residential real estate loans
    (one-to-four family)                                       $  896       $  777

Non-accrual construction, multi family
    residential and commercial real estate loans                  269          269

Non-accrual installment loans                                     503          530

Non-accrual commercial business loans                           2,124        2,071
                                                               ------       ------

Total non-performing loans                                     $3,792       $3,647
                                                               ======       ======

Total non-performing loans as a percent of
    net loans receivable                                         1.27%        1.26%
                                                               ======       ======

Total foreclosed real estate                                   $1,267       $1,517
                                                               ======       ======

Total non-performing loans and foreclosed real estate as a
percent of total assets                                           .78%         .82%
                                                               ======       ======
</TABLE>

Included  in  non-performing  loans at December  31,  2004 are 12  single-family
residential real estate loans totaling $896,000,  3 commercial real estate loans
totaling $269,000,  30 home equity and installment loans totaling $503,000,  and
15 commercial business loans totaling $2.1 million.

                                      -14-

<PAGE>

At December  31,  2004,  the Company  had an  allowance  for loan losses of $2.5
million or .86% of net loans  receivable,  as compared to an  allowance  of $2.6
million or .90% of net loans receivable at September 30, 2004. The allowance for
loan losses equals 67.2% of  non-performing  loans at December 31, 2004 compared
to 71.5% at  September  30,  2004.  While  the  allowance  for loan  losses  has
decreased,  management believes the balance is adequate based on its analysis of
quantitative  and  qualitative  factors as of December 31, 2004.  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 December 31, 2004 is reasonable. See also "Provision for Loan
Losses."  However,  there can be no assurance that the allowance for loan losses
is sufficient to cover possible future loan losses.

The Company  recognizes  that it must  maintain an Allowance  for Loan and Lease
Losses  ("ALLL") at a level that is adequate to absorb  estimated  credit losses
associated with the loan and lease  portfolio.  The Company's Board of Directors
has adopted an ALLL  policy  designed to provide  management  with a  systematic
methodology for determining and documenting the ALLL each reporting period. This
methodology was developed to provide a consistent  process and review  procedure
to  ensure  that  the ALLL is in  conformity  with the  Company's  policies  and
procedures and other supervisory and regulatory guidelines.

The Company's ALLL methodology incorporates management's current judgments about
the credit quality of the loan portfolio.  The following  factors are considered
when analyzing the appropriateness of the allowance: historical loss experience;
volume; type of lending conducted by the Bank; industry standards; the level and
status of past due and non-performing  loans; the general economic conditions in
the Bank's lending area; and other factors  affecting the  collectibility of the
loans in its portfolio.  The primary elements of the Bank's methodology  include
portfolio segmentation and impairment measurement.  Management acknowledges that
this is a dynamic  process and  consists of factors,  many of which are external
and  out  of  management's   control,   that  can  change  often,   rapidly  and
substantially.  The adequacy of the ALLL is based upon estimates considering all
the  aforementioned  factors  as well as  current  and known  circumstances  and
events.  There  is no  assurance  that  actual  portfolio  losses  will  not  be
substantially different than those that were estimated.

                                      -15-

<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
              for the Three Months Ended December 31, 2004 and 2003
              -----------------------------------------------------

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

Net income for the three months ended  December 31, 2004 was $1.0 million  ($.36
per diluted  share)  compared to $852,000  ($.30 per diluted share) for the same
period in 2003,  an  increase of $153,000  or 18.0%.  The  increase  reflects an
increase in net  interest  income of $416,000 or 13.7%,  partially  offset by an
increase  in the  provision  for loan  losses of  $125,000,  a decrease in other
income of $28,000,  or 3.2%, an increase in other operating  expenses of $89,000
or 3.2%, and an increase in the provision for income taxes of $21,000 or 9.6%.

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 2.34% in the three months ended December 31, 2004 from 2.18% in the
same period in 2003 as a result of the average yield on total  interest  earning
assets  increasing  and the average  rate paid on  interest-bearing  liabilities
decreasing.  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>
                                                                                  Three Months Ended
                                                                                      December 31,
                                                                                2004              2003
                                                                                ----              ----
<S>                                                                            <C>                <C>
        Average yield on:
          Mortgage loans                                                        6.01%             6.54%
          Mortgage-backed securities                                            3.89              3.00
          Installment loans                                                     5.84              6.16
          Commercial business loans and leases                                  6.28              6.14
          Interest -earning deposits with other institutions,
          investment securities, and FHLB stock (1)                             4.55              4.42
                                                                                ----              ----
          Total interest-earning assets                                         5.10              5.02
                                                                                ----              ----
        Average rates paid on:
          Savings deposits                                                      2.04              2.21
          Borrowed funds                                                        3.76              3.96
                                                                                ----              ----
          Total interest-bearing liabilities                                    2.76              2.84
                                                                                ----              ----
        Average interest rate spread                                            2.34%             2.18%
                                                                                =====             =====
        Net yield on interest-earning assets                                    2.39%             2.24%
                                                                                =====             =====
(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  $111,000  or 2.6% to $4.4  million  for the three
months  ended  December  31,  2004,  compared  to the same  period in 2003.  The
increase  reflects an increase in the average  loan balance  outstanding  during
2004,  partially  offset by a decrease in the average  yield  earned on the loan
portfolio.

Interest  on  mortgage-backed  securities  increased  $425,000  or 45.9% to $1.4
million for the  three-month  period ended December 31, 2004, as compared to the
same period in 2003.  The  increase  reflects  an increase in the average  yield
earned on the  portfolio,  as well as an  increase  in the  average  balance  of
mortgage-backed   securities   owned   in   the   period.

                                      -16-
<PAGE>

Interest  on  interest-bearing  demand  deposits  with  other  institutions  and
investment  securities  decreased  $109,000 or 5.7%,  for the three months ended
December 31, 2004, as compared to the same period in 2003. The decrease reflects
a decrease  in the  average  balance  in the  portfolio  partially  offset by an
increase in the yield earned on these investments.

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

Interest  on  deposits  decreased  $198,000  or  9.7% to  $1.8  million  for the
three-month  period ended  December 31, 2004,  as compared to the same period in
2003. The decrease  reflects a decrease in the average cost of the deposits,  as
well as a decrease in the average balance of deposits.

Interest on  subordinated  debt  increased  $23,000 for the three  months  ended
December 31, 2004, as compared to the same period in 2003. The increase reflects
an increase in the rate paid on the subordinated debt.

Interest on  short-term  borrowings,  including  Federal Home Loan Bank ("FHLB")
"RepoPlus"  advances,   securities  sold  under  agreement  to  repurchase,  and
treasury, tax and loan notes, increased $262,000 to $420,000 for the three-month
period ended  December 31, 2004,  as compared to the same period in fiscal 2003.
The increase reflects an increase in the average balance of these borrowings, as
well as an increase in the average cost of these borrowings.

Interest on long-term debt,  including FHLB fixed rate advances and "Convertible
Select"  advances,  decreased  $76,000,  or 4.2%,  to $1.7 million for the three
months  ended  December  31, 2004 as compared to the same period in fiscal 2003.
The decrease  reflects a decrease in the average balance of the debt, as well as
a decrease in the average cost of the debt.

The  Company  continues  to rely on FHLB  advances as cost  effective  wholesale
funding sources.

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

The Company's net interest income  increased  $416,000 or 13.7% to $3.5 million,
for the three month  period ended  December  31,  2004,  as compared to the same
period in 2003. The increase in the current fiscal period is  attributable to an
increased  interest rate spread, as well as an increase in net  interest-earning
assets.  The interest rate spread increased to 2.34% for the three-month  period
ended December 31, 2004,  compared to 2.18% for the same period in 2003. Average
net  interest-earning  assets increased $353,000,  or 10.6%, for the three-month
period ended December 31, 2004, as compared to the same period in 2003.


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

The provision for loan losses  increased to $175,000 for the three-month  period
ended December 31, 2004, as compared to $50,000 for the same period in 2003. The
increase  primarily  results from the write-off of commercial  business loans of
approximately  $172,000  during the  current  quarter.  Similar  losses were not
incurred in the prior year period.  At December 31, 2004, the allowance for loan
losses  decreased  $61,000 to $2.55  million from $2.61 million at September 30,
2004. Net loan  charge-offs were $236,000 and $27,000 for the three months ended
December 31, 2004 and 2003, respectively.


                                      -17-

<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
------------

Total  non-interest or other income decreased  $28,000 or 3.2% to $841,000,  for
the  three-month  period ended December 31, 2004, as compared to the same period
in 2003.  Decreases in other income  primarily  relate to decreased gains on the
sale of securities,  decreased  gains on the sale of loans,  and decreased other
operating income.

Net gains on the sales of  securities  were  $82,000 for the three month  period
ended  December 31, 2004, as compared to a gain of $89,000 in the same period in
2003.  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 $5,000 for the  three-month  period ended December
31,  2004,  as compared  to a gain of $17,000  for the same period in 2003.  The
three-month  period  ended  December  31,  2004  results  include  the  sale  of
approximately $307,000 of fixed rate,  single-family mortgage loans, compared to
$406,000 of similar loan sales during the prior fiscal period.

Other operating  income was $301,000 for the  three-month  period ended December
31, 2004,  as compared to $311,000 for the same period in 2003.  The decrease is
due  primarily to a decrease in the gain on the sale of premises  and  equipment
and other non-operating income partially offset by increase in ATM fees and fees
on retail investment sales.

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

Total  operating  expenses for the  three-month  period ended  December 31, 2004
totaled $2.9 million  compared to $2.8 million for the same period in 2003.  The
increase is due primarily to an increase in compensation  and benefits  expense,
office  occupancy and  equipment,  and  increased  net loss on  foreclosed  real
estate.

Compensation and benefits  expense was $1.82 million for the three-month  period
ended  December  31, 2004,  as compared to $1.77  million for the same period in
2003. The increase is due primarily to normal salary increases for employees and
increases in the cost of health insurance.

Office occupancy and equipment  expense was $257,000 for the three-month  period
ended  December 31,  2004,  as compared to $233,000 for the same period in 2003.
The increase primarily reflects an increase in rent expense and increased office
repairs and maintenance expense.

Net loss on foreclosed real estate was $19,000 for the three-month  period ended
December  31,  2004,  as  compared  to $2,000 for the same  period in 2003.  The
results  reflect  the costs  associated  with the  holding  and  disposition  of
properties  during the  periods.  At  December 31 ,2004,  the Bank had  eighteen
single-family residential properties,  seventeen of which were owned by the same
borrower as investment  properties,  and two commercial  real estate  properties
classified as foreclosed real estate.


                                      -18-

<PAGE>

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

Total income tax expense for the three-month  period ended December 31, 2004 was
$241,000 compared to $220,000 for the same 2003 period.  The effective tax rates
for the three-month  periods ended December 31, 2004 and 2003 were approximately
19.3% and 20.5%,  respectively.  Tax-exempt  income  includes  income  earned on
certain  municipal  investments that qualify for state and/or federal income tax
exemption;  income earned by the Bank's Delaware subsidiary which is not subject
to state income tax, and earnings on Bank-owned  life  insurance  policies which
are exempt from federal  taxation.  State and federal  tax-exempt income for the
three-month  period  ended  December  31, 2004 was $1.9  million  and  $429,000,
respectively,  compared to $1.9  million  and  $540,000,  respectively,  for the
three-month period ended December 31, 2003.

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

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including the Preferred  Securities  issued by FB Statutory  Trust II in
2003.  The Preferred  Securities  may comprise up to 25% of the Company's Tier 1
capital.  Total capital  includes Tier 1 capital and other forms of capital such
as the allowance for loan losses, subject to limitations, and subordinated debt.
The guidelines  establish a minimum standard  risk-based  target ratio of 8%, of
which at least 4% must be in the form of Tier 1 capital.  At December  31, 2004,
the Company had Tier 1 capital as a percentage of risk-weighted assets of 13.06%
and total risk-based capital as a percentage of risk-weighted assets of 13.86%.

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 December  31,
2004, the Company had a Leverage Ratio of 7.47%.

The FDIC has issued regulations that require insured  institutions,  such as the
Bank, to maintain  minimum levels of capital.  In general,  current  regulations
require a leverage  ratio of Tier 1 capital to average  total assets of not less
than 3% for the most highly rated  institutions  and an  additional 1% to 2% for
all other institutions. At December 31, 2004, the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 7.70% of  average  total  assets,  as
defined.

The Bank is also  required to maintain a ratio of  qualifying  total  capital to
risk-weighted assets and off-balance sheet items of a minimum of 8%. At December
31, 2004,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 12.90%.

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 December 31, 2004,  the total of approved  loan  commitments
amounted  to $2.2  million.  In  addition,  the  Company  had $18.9  million  of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months  totals  approximately  $84.0  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.

                                      -19-
<PAGE>

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

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

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

A summary  of the  contractual  amount  of the  Company's  financial  instrument
commitments is as follows:
<TABLE>
<CAPTION>
                                                            December 31,       September 30,
                                                               2004               2004
                                                               ----               ----
                                                                    (in thousands)

<S>                                                          <C>                 <C>
Commitments to grant loans                                   $ 2,217             $13,133
Unfunded commitments under lines of credit                    39,828              36,092
Financial and performance standby letters of credit              295                 175
</TABLE>

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition or  disclosure,  other than its standby  letters of credit.  Standby
letters of credit written are conditional  commitments  issued by the Company to
guarantee the performance of a customer to a third party. Generally, all letters
of credit,  when issued have  expiration  dates within one year. The credit risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending other loan  commitments.  The Bank requires  collateral  supporting
these  letters  of credit  as deemed  necessary.  Management  believes  that the
proceeds  obtained  through a liquidation of such collateral would be sufficient
to cover the maximum  potential  amount of future  payments  required  under the
corresponding  guarantees.  The current  amount of  liability as of December 31,
2004 for guarantees under standby letters of credit issued is not material.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

          There  have  been  no  material   changes  in  information   regarding
          quantitative and qualitative disclosures about market risk at December
          31,  2004  from  the   information   presented   under  the   caption,
          Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results  of  Operations  - Asset and  Liability  Management,  filed as
          Exhibit 13 to the Form 10-K for September 30, 2004.

                                      -20-
<PAGE>

Item 4.   Controls and Procedures

          The Company's  management  evaluated,  with the  participation  of the
          Company's Chief Executive  Officer and Chief  Financial  Officer,  the
          effectiveness of the Company's disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report.  Based  on that
          evaluation,  the Chief Executive  Officer and Chief Financial  Officer
          concluded  that the Company's  disclosure  controls and procedures are
          effective to ensure that  information  required to be disclosed by the
          Company in the reports that it files or submits  under the  Securities
          Exchange Act of 1934 is recorded,  processed,  summarized and reported
          within the time  periods  specified  in the  Securities  and  Exchange
          Commission's rules and forms.

          There were no changes in the Company's internal control over financial
          reporting that occurred  during the Company's last fiscal quarter that
          have  materially  affected,  or are  reasonably  likely to  materially
          affect, the Company's internal control over financial reporting.


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


Item 1.   Legal Proceedings

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




                                      -21-
<PAGE>

Item 2.  Unregistered  Sales of Equity  Securities,  Use of Proceeds  and Issuer
Purchases of Equity Securities

<TABLE>
<CAPTION>
         ISSUER PURCHASES OF EQUITY SECURITIES

                                                  Total Number of Shares
                  Total Number   Average Price   (or Units) Purchased as    Maximum Number (or Approximate
                    of Shares       Paid per         Part of Publicly         Dollar Value) of Shares (or
                   (or Units)      Share (or        Announced Plans or     Units) that May Yet Be Purchased
     Period         Purchased        Unit)              Programs *             Under the Plans or Programs
     ------       -----------     -----------     ---------------------    -------------------------------
<S>                  <C>              <C>                 <C>                          <C>
October                 -              $-                   -                           72,958
1-31, 2004

November 1-30,       12,000          $22.55               12,000                        60,958
2004

December             42,210          $23.55               42,210                        18,748
1-31, 2004

Total                54,210          $23.33               54,210                        18,748

* On October 23, 2003, the Registrant  announced a stock  repurchase plan for up
to 5% of shares outstanding, or 133,000 shares.
</TABLE>

Item 3.   Defaults Upon Senior Securities

          Not Applicable

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

          None

Item 5.   Other Information

          (a) On February 8, 2005, the Company's  stockholders approved the 2005
          Stock-Based  Incentive  Plan which became  effective on such date. The
          2005  Stock-Based  Incentive  Plan  provides for the granting of stock
          options  and  restricted  stock  awards  to  directors,  officers  and
          employees of the Company and its affiliates. A total of 150,000 shares
          of the Company's common stock are reserved for issuance under the 2005
          Stock-Based  Incentive Plan. Effective on stockholder  approval,  each
          non-employee  director  was granted  options  for 2,000  shares of the
          Common Stock with an exercise  price equal to the fair market value of
          the underlying Common Stock.

         (b) Not applicable.


                                      -22-

<PAGE>
<TABLE>
<CAPTION>
Item 6.  Exhibits

         The following exhibits are filed as part of this Report.
<C>      <C>
3.1      Articles of Incorporation (1)
3.2      Amended Bylaws (2)
4.1      Rights Agreement dated June 30, 2003 between Fidelity Bancorp, Inc. and Registrar and Transfer Company (3)
4.3 *    Indenture, dated as of September 26, 2002, between Fidelity Bancorp, Inc. and State Street Bank and Trust
           Company of Connecticut, National Association
4.4 *    Amended and Restated Declaration of Trust, dated as of September 26, 2002, by and among State Street Bank
           and Trust Company, National Association, as Institutional Trustee, Fidelity Bancorp, Inc., as Sponsor and
           William L. Windisch, Richard G. Spencer and Lisa L. Griffith, as Administrators.
4.5 *    Guarantee Agreement, as dated as of September 26, 2002, by and between Fidelity Bancorp, Inc. and State
           Street Bank and Trust Company of Connecticut, National Association.
10.1     Employee Stock Ownership Plan, as amended (1)
10.2     1988 Employee Stock Compensation Program (1)
10.3     1993 Employee Stock Compensation Program (4)
10.4     1997 Employee Stock Compensation Program (5)
10.5     1993 Directors' Stock Option Plan (4)
10.6     1998 Group Term Replacement Plan (6)
10.7     1998 Salary Continuation Plan Agreement by and between W.L. Windisch, the Company and the Bank (6)
10.8     1998 Salary Continuation Plan Agreement by and between R.G. Spencer, the Company and the Bank (6)
10.9     1998 Salary Continuation Plan Agreement by and between M.A.  Mooney, the Company and the Bank (6)
10.10    Salary Continuation Plan Agreement with Lisa L. Griffith
10.11    1998 Stock Compensation Plan (7)
10.12    2000 Stock Compensation Plan (8)
10.13    2001 Stock Compensation Plan (9)
10.14    2002 Stock Compensation Plan (10)
20.1     Dividend Reinvestment Plan (11)
31.1     Section 302 Certification of Chief Executive Officer
31.2     Section 302 Certification of Chief Financial Officer
32       Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002
</TABLE>


                                      -23-

<PAGE>

(1)  Incorporated by reference from the exhibits  attached to the Prospectus and
     Proxy Statement of the Company  included in its  Registration  Statement on
     Form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
     (the "Registration Statement").
(2)  Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on August 14, 2002.
(3)  Incorporated by reference from Form 8-A filed June 30, 2003.
(4)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(6)  Incorporated by reference to an identically  numbered  exhibit in Form 10-K
     filed with the SEC on December 29, 1998.
(7)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(8)  Incorporated by reference to Exhibit 4.1 to the Form S-8 filed with the SEC
     on January 19, 2001.
(9)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 29, 2002.
(10) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     February 26, 2003.
(11) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.


                                      -24-

<PAGE>

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




                              FIDELITY BANCORP, INC.



Date:   February 14, 2005     By: /s/ Richard G. Spencer
                                  ----------------------------------------------
                                  Richard G. Spencer
                                  President and Chief Executive Officer


Date:   February 14, 2005     By: /s/ Lisa L. Griffith
                                  ----------------------------------------------
                                  Lisa L. Griffith
                                  Sr. Vice President and Chief Financial Officer



                                      -25-