U.S. Securities and Exchange Commission

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

         For the quarterly period ended March 31, 2001
                                        --------------

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

         For the transition period from ____________________ to ________________

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 2,068,155 shares, par value
$0.01, at April 30, 2001                             ---------------------------
------------------------

<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                                      Index

<TABLE>
<CAPTION>

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

               Consolidated Statements of Financial Condition as of March 31, 2001 and
               September 30, 2000                                                                              1

               Consolidated Statements of Income for the Three and Six Months Ended  March 31,
               2001 and 2000                                                                                   2

               Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2001 and
               2000                                                                                          3-4

               Consolidated  Statements of Changes in Stockholders' Equity for the Six Months Ended
               March 31, 2000 and 2001                                                                         5

               Notes to Consolidated Financial Statements                                                      6

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

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                     15


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

Item l.        Legal Proceedings                                                                              16

Item 2.        Changes in Securities                                                                          16

Item 3.        Defaults Upon Senior Securities                                                                16

Item 4.        Submission of Matters to a Vote of Security Holders                                            16

Item 5.        Other Information                                                                              16

Item 6.        Exhibits and Reports on Form 8-K                                                               17

Signatures                                                                                                    18

</TABLE>

<PAGE>



Part I - Financial Information
Item 1.  Financial Statements

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

<TABLE>
<CAPTION>
                                                               March 31,  September 30,
              Assets                                              2001        2000
              ------                                           ---------    ---------
<S>                                                          <C>          <C>
Cash and amounts due from
   depository institutions                                     $   7,936    $   7,119
Interest-earning demand deposits with
   other institutions                                                419        1,072
Investment securities held-to-maturity                            15,174        9,936
Investment securities available-for-sale                          79,603       74,062
Mortgage-backed securities held-to-maturity                       20,627       12,449
Mortgage-backed securities available-for-sale                     67,473       71,601
Loans receivable, net  (Notes 5 and 6)                           335,458      337,438
Loans held for sale                                                  860         --
Real estate owned, net                                               224          181
Federal Home Loan Bank stock - at cost                            10,764       10,764
Accrued interest receivable, net                                   3,225        3,143
Office premises and equipment, net                                 5,537        5,576
Deferred tax asset                                                 1,478        3,444
Goodwill and other intangible assets                               1,669        1,710
Prepaid income taxes                                                 541           35
Prepaid expenses and other assets                                  4,721        4,679
                                                               ---------    ---------
       Total Assets                                            $ 555,709    $ 543,209
                                                               =========    =========
         Liabilities and Net worth
         -------------------------
Liabilities:
   Savings and time deposits                                   $ 309,041    $ 290,631
   Federal Home Loan Bank advances                               190,505      202,885
   Reverse repurchase agreements and other
      borrowings                                                   5,585        5,376
   Advance deposits by borrowers for
      taxes and insurance                                          2,760        1,427
   Accrued interest on savings and other deposits                  1,747        2,050
   Other accrued expenses and liabilities                          1,343        1,003
   Guaranteed preferred beneficial interest in
       Company's debentures                                       10,250       10,250
                                                               ---------    ---------
       Total Liabilities                                         521,231      513,622
                                                               ---------    ---------
Stockholders' equity (Notes 3 and 4):
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,224,480
      and 2,212,336 shares issued, respectively                       22           22
   Treasury stock, at cost - 149,092 and 117,232 shares           (2,100)      (1,680)
   Additional paid-in capital                                     14,645       14,524
   Retained earnings - substantially restricted                   21,479       20,106

   Accumulated other comprehensive income (loss), net of tax         432       (3,385)
                                                               ---------    ---------
       Total Stockholders' Equity                                 34,478       29,587
                                                               ---------    ---------
       Total Liabilities and Stockholders' Equity              $ 555,709    $ 543,209
                                                               =========    =========
</TABLE>

See accompanying notes to consolidated financial statements

                                       -1-
<PAGE>

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

<TABLE>
<CAPTION>
                                              Three Months Ended  Six Months Ended
                                                  March 31,           March 31,
                                                  ---------           ---------
                                               2001      2000      2001      2000
                                              -------   -------   -------   -------
<S>                                         <C>       <C>       <C>       <C>
Interest income:
   Loans                                      $ 6,687   $ 5,665   $13,414   $11,197
   Mortgage-backed securities                   1,415     1,536     2,856     3,084
   Investment securities                        1,604     1,528     3,140     2,892
   Deposits with other institutions                13         7        24        17
                                              -------   -------   -------   -------
      Total interest income                     9,719     8,736    19,434    17,190
                                              -------   -------   -------   -------
Interest expense:
   Savings deposits                             3,224     2,644     6,366     5,187
   Guaranteed preferred beneficial interest
      in subordinated debt                        256       256       512       512
   Borrowed funds                               3,138     2,768     6,509     5,202
                                              -------   -------   -------   -------
      Total interest expense                    6,618     5,668    13,387    10,901
                                              -------   -------   -------   -------

Net interest income before provision
   for loan losses                              3,101     3,068     6,047     6,289
Provision for loan losses                         110       120       200       240
                                              -------   -------   -------   -------
Net interest income after provision
   for loan losses                              2,991     2,948     5,847     6,049
                                              -------   -------   -------   -------
Other income:
   Loan service charges and fees                   59        39       128        98
   Gain on sale of investment and
      mortgage-backed securities, net              31        86        30        84
   Gain on sale of loans                            4         3         4         5
   Deposit service charges and fees               153       154       316       325
   Other operating income                         223       201       440       403
                                              -------   -------   -------   -------
      Total other income                          470       483       918       915
                                              -------   -------   -------   -------
Operating expenses:
   Compensation and employee benefits           1,317     1,200     2,617     2,431
   Occupancy and equipment expense                245       174       459       344
   Depreciation and amortization                  158       146       315       287
   Federal insurance premiums                      14        14        30        54
   Loss on real estate owned, net                   8         3         1        24
   Intangible amortization                         29         -        57         -
   Other operating expenses                       528       492       988       938
                                              -------   -------   -------   -------
      Total operating expenses                  2,299     2,029     4,467     4,078
                                              -------   -------   -------   -------

Income before income tax provision              1,162     1,402     2,298     2,886
Income tax provision                              256       389       506       808
                                              -------   -------   -------   -------
Net income                                    $   906   $ 1,013   $ 1,792   $ 2,078
                                              =======   =======   =======   =======
Basic earnings per common share (Note 3)      $   .43   $   .49   $   .86   $   .99
                                              =======   =======   =======   =======
Diluted earnings per common share (Note 3)    $   .43   $   .48   $   .84   $   .98
                                              =======   =======   =======   =======
Dividends per common share                    $   .10   $   .09   $   .20   $   .18
                                              =======   =======   =======   =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                       -2-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                         Six Months Ended March 31,
                                                                                                             2001        2000
                                                                                                          --------    --------
<S>                                                                                                     <C>         <C>
Operating Activities:
     Net income                                                                                           $  1,792    $  2,078
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                                                                             200         240
         (Gain) loss on real estate owned                                                                        1          24
         Depreciation of premises and equipment                                                                315         287
         Deferred loan fee amortization                                                                        (95)        (82)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                                               20          97
         Amortization of intangibles                                                                            57           -
         Net (gain) loss on sale of investment securities                                                      (93)        (84)
         Net (gain) loss on sale of mortgage-backed securities                                                  63           -
         Net (gain) loss  on sale of loans                                                                      (4)         (5)
         Origination of loans held-for-sale                                                                 (1,614)          -
         Proceeds from sale of loans held-for-sale                                                             758           -
         (Increase) decrease in interest receivable                                                            (82)        (86)
         Increase (decrease) in accrued income taxes                                                          (507)        229
         Increase (decrease) in interest payable                                                               (93)         41
         Other changes, net                                                                                    119        (167)
                                                                                                          --------    --------
        Net cash provided (used) by operating activities                                                       837       2,572
                                                                                                          --------    --------
Investing Activities:
---------------------

     Proceeds from sales of investment securities available-for-sale                                         3,796       2,223
     Proceeds from maturities and principal repayments of
        Investment securities available-for-sale                                                               427       1,002
     Purchases of investment securities available-for-sale                                                  (6,013)     (9,282)
     Proceeds from sales of mortgage-backed securities available-for-sale                                    3,252           -
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                                                 4,919       5,253
     Purchases of mortgage-backed securities available-for-sale                                             (2,002)          -
     Purchases of investment securities held-to-maturity                                                    (5,227)     (3,211)
     Purchases of mortgage-backed securities held-to-maturity                                               (9,771)     (1,974)
     Proceeds from principal repayments of mortgage-backed
       securities held-to-maturity                                                                           1,583       1,375
     Net (increase) decrease in loans                                                                        1,876     (22,347)
     Proceeds from sale of other loans                                                                           -         698
     Additions to office premises and equipment                                                               (275)       (223)
     Net purchases of FHLB Stock                                                                                 -        (843)
                                                                                                          --------    --------

     Net cash provided (used) by investing activities                                                       (7,435)    (27,329)
                                                                                                          --------    --------

</TABLE>

                                       -3-
<PAGE>


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

<TABLE>
<CAPTION>
                                                         Six Months Ended March 31,
                                                             2001        2000
                                                           --------    --------
<S>                                                       <C>          <C>
Financing Activities:
---------------------
Net increase (decrease) in savings and time deposits         18,410       7,375
Increase (decrease) in reverse repurchase agreements and
  other borrowings                                              210         912
Net increase (decrease) in FHLB advances                    (12,380)     18,124
Increase in advance payments by borrowers for
  taxes and insurance                                         1,333       1,559
Cash dividends paid                                            (418)       (382)
Stock options exercised                                          92          65
Proceeds from sale of stock                                      29          43
Purchase of treasury stock                                     (514)       (727)
                                                           --------    --------
Net cash provided (used) by financing activities              6,762      26,969
                                                           --------    --------
Increase (decrease) in cash and cash equivalents                164       2,212

Cash and cash equivalents at beginning of period              8,191       4,668
                                                           --------    --------
Cash and cash equivalents at end of period                 $  8,355    $  6,880
                                                           ========    ========

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

Cash paid during the period for:
  Interest on deposits and other borrowings                $ 13,480    $ 10,861
  Income taxes                                             $  1,088    $    579
                                                           --------    --------
Transfer of loans to real estate owned                     $    349    $    330
                                                           --------    --------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       -4-
<PAGE>

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

<S>                                       <C>     <C>         <C>       <C>          <C>           <C>
Balance at September 30, 1999               $  20   $ 14,305    $  (953)  $ 16,736     $ (4,062)     $  26,046
Comprehensive income:
     Net income                                                              2,078                       2,078
     Other comprehensive loss,
       net of tax of ($440)                                                              (1,112)        (1,112)
                                            -----   --------    -------   --------     --------       --------
Total comprehensive income (loss)              --         --         --      2,078       (1,112)           966

Cash dividends paid                                                           (382)                       (382)
Treasury stock purchased -
   5,000 shares                                                    (727)                                  (727)
 Sale of stock through Dividend
    Reinvestment Plan                                     43                                                43

 Stock options exercised                                  65                                                65
                                            -----   --------    -------   --------     --------       --------
Balance at March 31, 2000                   $  20   $ 14,413    $(1,680)  $ 18,432     $ (5,174)      $ 26,011
                                            =====   ========    =======   ========     ========       ========



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

Comprehensive income:
     Net income                                                              1,792                       1,792
     Other comprehensive income,
       net of tax of $1,977                                                               3,817          3,817
                                            -----   --------    -------   --------     --------       --------
Total comprehensive income                     --         --         --      1,792        3,817          5,609

    Cash dividends paid                                                       (418)                       (418)

    Treasury stock purchased -
       40,000 shares                                               (514)                                  (514)

    Contribution of stock to ESOP -
         8,140 shares                                                94         (1)                         93

    Sale of stock through Dividend
       Reinvestment Plan                                  29                                                29

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

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

</TABLE>
                                       -5-
<PAGE>

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

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

(2) Basis of Presentation
    ---------------------
The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles.  However, all normal recurring adjustments, which, in the opinion of
management,  are necessary for a fair presentation of the financial  statements,
have been included.  These  financial  statements  should be read in conjunction
with  the  audited  financial  statements  and the  accompanying  notes  thereto
included in the Company's  Annual Report for the fiscal year ended September 30,
2000.  The results for the three and six month  periods ended March 31, 2001 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending September 30, 2001 or any future interim period.

(3) Earnings Per Share
    ------------------
Basic EPS  excludes  dilution  and is computed by dividing  income  available to
common  stockholders by the weighted average number of common shares outstanding
for the period.  Diluted EPS reflects the potential dilution that could occur if
securities or other  contracts to issue common stock were exercised or converted
into common  stock or resulted in the  issuance of common stock that then shared
in the earnings of the Company. All weighted average share and per share amounts
reflect the 10% stock  dividend paid on November 28, 2000.  The following  table
sets forth the  computation of basic and diluted  earnings per share (amounts in
thousands, except per share data):

<TABLE>
<CAPTION>
                                             Three Months Ended      Six Months Ended
                                                  March 31,               March 31,
                                                2001     2000          2001     2000
                                               ------   ------        ------   ------
<S>                                          <C>      <C>           <C>      <C>
Numerator:
Net Income                                     $  906   $1,013        $1,792   $2,078
                                               ------   ------        ------   ------
  Numerator for basic and diluted
  earnings per share                           $  906   $1,013        $1,792   $2,078
                                               ------   ------        ------   ------
Denominator:
  Denominator for basic earnings per            2,091    2,083         2,093    2,098
  share - weighted average shares
Effect of dilutive securities:
  Employee stock options                           38       18            38       26
                                               ------   ------        ------   ------
Denominator for diluted earnings per share -
weighted average
  Shares and assumed conversions                2,129    2,101         2,131    2,124
                                               ------   ------        ------   ------
Basic earnings per share                       $  .43   $  .49        $  .86   $  .99
                                               ------   ------        ------   ------
Diluted earnings per share                     $  .43   $  .48        $  .84   $  .98
                                               ------   ------        ------   ------
</TABLE>

                                       -6-
<PAGE>

(4) Securities
    ----------
The Company accounts for investments in debt and equity securities in accordance
with SFAS No. 115, which requires that investments be classified as either:  (1)
Securities   Held-to-  Maturity  -  reported  at  amortized  cost,  (2)  Trading
Securities  - reported at fair value,  or (3)  Securities  Available-for-Sale  -
reported   at  fair   value.   Unrealized   gains  and  losses  for   securities
available-for-sale  are reported as other comprehensive  income in stockholders'
equity.  Unrealized gains of $432,000,  net of tax, on investments classified as
available-for-sale are recorded at March 31, 2001. The Company had no securities
classified as trading as of March 31, 2001 and September 30, 2000.

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

                                             March 31,        September 30,
                                                2001             2000
                                            -----------       -------------
First  mortgage loans:
               Conventional:
                   1-4 family dwellings      $ 198,794          $ 207,853
                   Multi-family dwellings        6,909              5,282
               Commercial                       28,424             22,706
               Construction                     11,415             10,900
                                             ---------          ---------
                                               245,542            246,741
                                             ---------          ---------
Less:
               Loans in process                 (8,197)            (6,558)
               Unearned discounts and fees      (1,972)            (2,033)
                                             ---------          ---------
                                               235,373            238,150
                                             ---------          ---------
Installment Loans:
               Home equity                      63,526             64,215
               Consumer loans                    1,972              2,314
               Other                             1,953              2,085
                                             ---------          ---------
                                                67,451             68,614
                                             ---------          ---------
Commercial business loans and leases:
               Commercial business loans        29,792             27,461
               Commercial leases                 5,758              6,123
                                             ---------          ---------
                                                35,550             33,584
                                             ---------          ---------

Less:  Allowance for loan losses                (2,916)            (2,910)
                                             ---------          ---------

               Loans receivable, net         $ 335,458          $ 337,438
                                             ---------          ---------

(6) Allowance for Loan Losses
    -------------------------
Changes in the allowance for loan losses for the six months ended March 31, 2001
and the fiscal year ended  September 30, 2000 are as follows  (dollar amounts in
thousands):

<TABLE>
<CAPTION>
                                                            March 31,    September 30,
                                                           ----------    -------------
                                                              2001           2000
                                                            -------         ------
<S>                                                        <C>             <C>
Balance at beginning of period                              $ 2,910         $ 2,477
Allowance for loan losses of Pennwood Bancorp, Inc.               -             358
Provision for loan losses                                       200             470
Charge-offs                                                    (308)           (425)
Recoveries                                                      114              30
                                                             ------          ------
Balance at end of period                                     $2,916          $2,910
                                                             ------          ------
</TABLE>

                                       -7-

<PAGE>

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

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

At March 31, 2001,  the recorded  investment in loans that are  considered to be
impaired under SFAS No. 114 was $409,000. Included in this amount is $409,000 of
impaired loans for which the related allowance for loan losses is $117,000,  and
no impaired  loans that as a result of  write-downs do not have an allowance for
loan losses.  The average  recorded  investment in impaired loans during the six
months  ended March 31, 2001 was  $459,000.  For the six months  ended March 31,
2001,  the Company  recognized no interest  income on those impaired loans using
the cash basis of income recognition.

(7) Comprehensive Income
    --------------------

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

<TABLE>
<CAPTION>
                                                    Three Months Ended     Six Months Ended
                                                        March 31,               March 31,
                                                       2001     2000           2001     2000
                                                      ------   ------         ------   ------

<S>                                                 <C>      <C>            <C>      <C>
Net Income                                            $  906   $1,013         $1,792   $2,078
Change in unrealized gains (losses) on investment
securities and mortgage-backed securities available
for sale, net of taxes
                                                      $1,339   $2,327         $3,817   $  677
                                                      ------   ------         ------   ------

Comprehensive income (loss)                           $2,245   $3,340         $5,609   $2,755
                                                      ======   ======         ======   ======
</TABLE>

                                       -8-
<PAGE>

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

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

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

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

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

Total assets of the Company increased $12.5 million or 2.3% to $555.7 million at
March 31, 2001 from $543.2 million at September 30, 2000. Significant changes in
individual    categories   were   increases   in   mortgage-backed    securities
held-to-maturity of $8.2 million,  investment  securities  available-for-sale of
$5.5  million,  investment  securities  held-to-maturity  of $5.2  million and a
decrease in mortgage-backed  securities  available-for-sale  of $4.1 million and
net loans of $2.0 million.  Interest rates declined during the six-month  period
ending March 31, 2001, and as a result,  the Company  experienced an increase in
loan and mortgage-backed security prepayments and loan refinancing activity.

Total  liabilities  of the Bank  increased  by $7.6  million  or 1.5% to  $521.2
million  at March 31,  2001 from  $513.6  million at  September  30,  2000.  The
increase  primarily  reflects  a $18.4  million  increase  in  savings  and time
deposits offset by a $12.4 million  decrease in Federal Home Loan Bank advances.
The Company  believes that the stock market  volatility  drove more investors to
FDIC insured deposit products, thereby reducing the Company's need for wholesale
funding sources such as FHLB advances.

Stockholders'  equity  increased $4.9 million or 16.5% to $34.5 million at March
31, 2001,  compared to $29.6 million at September 30, 2000. This result reflects
net income for the six month  period ended March 31, 2001 of $1.792  million,  a
decrease of accumulated other comprehensive loss of $3.8 million,  stock options
exercised  of $92,000,  stock issued  under the  Dividend  Reinvestment  Plan of
$29,000,  and stock contributed to the Employee Stock Ownership Plan of $94,000.
Offsetting these increases were common stock cash dividends paid of $418,000 and
the  purchase  of  treasury  stock  at  cost  for  $514,000.  Accumulated  other
comprehensive  loss  decreased from September 30, 2000 as a result of changes in
the  net  unrealized  loss  on  the  available-for-sale  securities  due  to the
fluctuations  in  interest  rates.  Because of  interest  rate  volatility,  the
Company's   accumulated  other  comprehensive  income  (loss)  could  materially
fluctuate for each interim and year end period.

                                       -9-

<PAGE>
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 (dollar
amounts in thousands).


                                                  March 31,      September 30,
                                                     2001             2000
                                                   ------           ------

Non-accrual residential real estate loans
    (one-to-four family)                           $  578           $  520

Non-accrual construction, multi family
    residential and commercial real estate loans      392              624

Non-accrual installment and commercial
    business loans                                  1,026              817
                                                   ------           ------

Total non-performing loans                         $1,996           $1,961
                                                   ======           ======

Total non-performing loans as a percent of
    net loans receivable                              .60%             .58%
                                                   ======           ======

Total real estate owned, net of related
    reserves                                       $  224           $  181
                                                   ======           ======

Total non-performing loans and real estate
    owned as a percent of total assets                .40%             .39%
                                                   ======           ======


Included  in  non-performing  loans  at  March  31,  2001  are 11  single-family
residential  real estate loans totaling  $578,000,  five  commercial real estate
loans totaling $392,000, 25 home equity and installment loans totaling $499,000,
five  commercial  business loans totaling  $509,000 and two commercial  business
leases totaling $18,000.

At March 31, 2001,  the Company had an allowance for loan losses of $2.9 million
or .87% of net loans receivable,  as compared to an allowance of $2.9 million or
 .86% of net loans  receivable  at September  30, 2000.  The  allowance  for loan
losses equals 146.1% of non-performing loans at March 31, 2001.

Management   has  evaluated   its  entire  loan   portfolio,   including   these
non-performing loans, and the overall allowance for loan losses and is satisfied
that the  allowance  for losses on loans at March 31, 2001 is  appropriate.  See
also "Provision for Loan Losses."

                                      -10-
<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Six Months Ended March 31, 2001 and 2000
           ----------------------------------------------------------

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

Net income for the three months  ended March 31, 2001 was  $906,000  compared to
$1.013  million for the same  period in 2000,  a decrease of $107,000 or 10.6 %.
The  decrease  reflects  a  decrease  in other  income of $13,000 or 2.7% and an
increase in other operating expenses of $269,000 or 13.3%.  Partially offsetting
these  factors  was an  increase in net  interest  income of $33,000 or 1.1%,  a
decrease in the  provision  for loan losses of $10,000 or 8.3% and a decrease in
the provision for income taxes of $133,000 or 34.2%.

Net income for the six months ended March 31, 2001 was $1.792  million  compared
to $2.078  million for the same period in 2000, a decrease of $286,000 or 13.8%.
The decrease  reflects a decrease in net interest income of $242,000 or 3.6% and
an  increase  in  other  operating  expenses  of  $389,000  or  9.5%.  Partially
offsetting  these  factors  was a decrease in the  provision  for loan losses of
$40,000 or 16.7%, an increase in other income of $3,000 or .3% and a decrease in
the provision for income taxes of $302,000 or 37.4%.

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

The Bank's interest rate spread,  the difference  between yields calculated on a
tax-equivalent basis on interest-earning assets and the cost of funds, decreased
to 2.28% in the three  months ended March 31, 2001 from 2.46% in the same period
in 2000.  The  following  table  shows the average  yields  earned on the Bank's
interest-earning  assets  and the  average  rates  paid on its  interest-bearing
liabilities for the periods indicated,  the resulting interest rate spreads, and
the net yields on interest-earning assets.

                                                Three Months Ended
                                                    March 31,
                                                  2001       2000
                                                -------    -------
Average yield on:
  Mortgage loans                                   7.60%      7.45%
  Mortgage-backed securities                       6.60       6.71
  Installment loans                                8.19       8.11
  Commercial business loans                        8.95       8.87
  Interest -earning deposits with other
  institutions, investment securities, and
  FHLB stock (1)                                   7.04       7.27
                                                -------    -------
  Total interest-earning assets                    7.49       7.44
                                                -------    -------

Average rates paid on:
  Savings deposits                                 4.33       3.91
  Borrowed funds                                   6.46       6.50
                                                -------    -------
  Total interest-bearing liabilities               5.21       4.98
                                                -------    -------

Average interest rate spread                       2.28%      2.46%
                                                =======    =======

Net yield on interest-earning assets               2.50%      2.73%
                                                =======    =======

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

                                      -11-
<PAGE>


The Bank's  tax-equivalent  interest  rate spread  decreased to 2.30% in the six
months  ended March 31, 2001 from 2.65% in the same period in fiscal  2000.  The
following  table shows the average yields earned on the Bank's  interest-earning
assets and the average rates paid on its  interest-bearing  liabilities  for the
periods indicated,  the resulting  interest rate spreads,  and the net yields on
interest-earning assets.

                                              Six Months Ended March 31,
                                                  2001       2000
                                                -------    -------
Average yield on:
  Mortgage loans                                   7.57%      7.53%
  Mortgage-backed securities                       6.69       6.61
  Installment loans                                8.26       8.11
  Commercial business loans                        9.22       8.97
  Interest -earning deposits with other
  institutions, investment securities, and
  FHLB stock (1)                                   7.10       7.05
                                                -------    -------
  Total interest-earning assets                    7.53       7.41
                                                -------    -------

Average rates paid on:
  Savings deposits                                 4.29       3.84
  Borrowed funds                                   6.52       6.06
                                                -------    -------
  Total interest-bearing liabilities               5.23       4.76
                                                -------    -------

Average interest rate spread                       2.30%      2.65%
                                                =======    =======

Net yield on interest-earning assets               2.45%      2.83%
                                                =======    =======

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


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

Interest on loans  increased $1.0 million or 18.0% to $6.7 million for the three
months ended March 31, 2001,  compared to the same period in 2000.  The increase
reflects an increase in the average loan balance outstanding during 2001 as well
as an increase in the net yield earned on the loan portfolio.  Interest on loans
increased  $2.2  million  or 19.8% to $13.4 for the six months  ended  March 31,
2001,  compared to the same period in fiscal 2000. The increase is  attributable
to an increase in the average loan balance outstanding during the 2001 period as
well as an increase in the net yield  earned on these  assets in the fiscal 2001
period as  compared  to the same  period in fiscal  2000.  The  increase  in the
average  balance of the loan portfolio in the fiscal 2001 periods  reflects both
$31.4 million of net loans acquired with the purchase of Pennwood Bancorp, Inc.,
as well as the  continued  origination  and  retention of loans in the Company's
primary market areas.

                                      -12-

<PAGE>

Interest  on  mortgage-backed  securities  decreased  $121,000  or  7.9% to $1.4
million and  $228,000 or 7.4% to $2.9 million for the three and six months ended
March 31,  2001,  respectively,  as  compared to the same  periods in 2000.  The
decrease for the three month period ended March 31, 2001, reflects a decrease in
the average balance of mortgage-backed securities owned in the period as well as
a decrease in the average  yield earned on the  portfolio.  The decrease for the
six month  period  ended  March 31,  2001,  reflects a decrease  in the  average
balance of mortgage-backed  securities owned in the period,  partially offset by
an increase in the average yield earned on the portfolio.

Interest on  interest-earning  deposits with other  institutions  and investment
securities  increased  $82,000 or 5.3% to $1.6  million and  $255,000 or 8.8% to
$3.2  million  for the three and  six-month  periods  ended March 31,  2001,  as
compared to the same period in 2000.  The  increase for the  three-month  period
ended  March 31,  2001,  reflects  an  increase  in the  average  balance in the
portfolio  partially  offset  by  a  decrease  in  the  yield  earned  on  these
investments.  The  increase  for the  six-month  period  ended  March 31,  2001,
reflects  both an  increase  in the  average  balance  in the  portfolio  and an
increase in the yield earned on these investments.


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

Interest  on  savings  and time  deposits  increased  $580,000  or 21.9% to $3.2
million and  increased  $1.2  million or 22.7% to $6.4 million for the three and
six month  periods ended March 31, 2001,  respectively,  as compared to the same
periods in fiscal 2000. The increase for both the three and six month periods in
fiscal  2001 as  compared  to fiscal  2000  reflects  an increase in the average
balance of savings  deposits,  as well as an increase in the average cost of the
deposits.  The  increase in the average  balance of deposits  also  reflects the
approximately $14.5 million of deposits assumed from the new Bellevue branch.

Interest on borrowed funds increased  $370,000 or 13.4% to $3.1 million and $1.3
million or 25.1% to $6.5 million for the three and six-month periods ended March
31, 2001,  respectively,  as compared to the same  periods in fiscal  2000.  The
increase  for the three  month  period in fiscal 2001 as compared to fiscal 2000
reflects an increase in the average Federal Home Loan Bank ("FHLB") advances and
reverse  repurchase  agreements  outstanding  during  the fiscal  2001  periods,
partially offset by a decrease in the cost of those borrowings. The increase for
the  six-month  period in fiscal 2001 as  compared  to fiscal  2000  reflects an
increase  in  the  average  FHLB  advances  and  reverse  repurchase  agreements
outstanding  during the fiscal 2001 periods,  as well as an increase in the cost
of  those  borrowings.  The  Company  continues  to rely on these  advances  and
repurchase agreements as cost effective wholesale funding sources.

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

The Bank's net  interest  income  before  provision  for loan  losses  increased
$33,000 or 1.1% to $3.1 million and  decreased  $242,000 or 3.9% to $6.0 million
for the three and six month  periods  ended  March 31,  2001,  respectively,  as
compared to the same  periods in fiscal  2000.  The increase for the three month
period  in  fiscal  2001  is  primarily  attributable  to  an  increase  in  net
interest-earning  assets,  partially offset by a decreased interest rate spread.
The decrease  for the six month period in fiscal 2001 is primarily  attributable
to a decrease  in the spread  earned,  partially  offset by an  increase  in net
interest-earning assets.

                                      -13-
<PAGE>

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

The  provision  for loan losses  decreased  $10,000 to  $110,000  and $40,000 to
$200,000 for the three and six month periods ended March 31, 2001, respectively,
as compared to the same periods in fiscal  2000.  The  provision  for both years
reflects  management's  evaluation  of  the  loan  portfolio,  current  economic
conditions,  and other factors as described  below.  (Refer to Note 6 "Allowance
for Loan Losses")

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

Other Income and Other Operating Expenses
-----------------------------------------

Total  non-interest  or other income  decreased  $13,000 or 2.7% to $470,000 and
increased  $3,000 or .3% to $918,000 for the three and  six-month  periods ended
March 31,  2001,  respectively,  as compared to the same periods in fiscal 2000.
Operating  expenses  increased $269,000 or 13.3% to $2.3 million and $389,000 or
9.5% to $4.5 million for the three and  six-month  periods ended March 31, 2001,
respectively,  as compared to the same period in fiscal 2000. Increases in other
income and operating  expenses for the current periods were primarily due to the
new Bellevue branch.

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

Income  taxes  decreased  $133,000 or 34.2% to $256,000 and $302,000 or 37.4% to
$506,000 for the three and six month periods ended March 31, 2001, respectively,
compared to the same periods in fiscal 2000.  The decrease in taxes for both the
three and six month  periods  ended  March 31,  2001,  as  compared  to the same
periods in the prior year, results from a decrease in taxable income, as well as
a reduction in the level of income subject to state income tax.

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

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including  the  Preferred  Securities  issued by the Trust in 1997.  The
Preferred  Securities  may comprise up to 25% of the  Company's  Tier 1 capital.
Total  capital  includes  Tier 1 capital and other forms of capital  such as the
allowance for loan losses,  subject to limitations,  and subordinated  debt. The
guidelines  establish a minimum standard risk-based target ratio of 8%, of which
at least 4% must be in the  form of Tier 1  capital.  At  March  31,  2001,  the
Company had Tier 1 capital as a percentage of risk-weighted assets of 12.93% and
total risk-based capital as a percentage of risk-weighted assets of 13.82%.

                                      -14-
<PAGE>

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum ratio of Tier 1 capital as a percentage  of total assets (the  "Leverage
Ratio") of 3% for bank holding companies that meet certain  criteria,  including
that they  maintain  the  highest  regulatory  rating.  All other  bank  holding
companies are required to maintain a Leverage Ratio of at least 4% or be subject
to prompt  corrective  action by the Federal  Reserve.  At March 31,  2001,  the
Company had a Leverage Ratio of 7.77%.

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, 2001,  the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.86% 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, 2001,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 12.46%.

Liquidity
---------

The Company's primary sources of funds have historically  consisted of deposits,
amortization and prepayments of outstanding  loans,  borrowings from the FHLB of
Pittsburgh and other sources,  including  sales of securities  and, to a limited
extent,  loans.  At March 31,  2001,  the  total of  approved  loan  commitments
amounted  to $5.6  million.  In  addition,  the  Company  had  $8.2  million  of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months totals  approximately  $140.5  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.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

          There  have  been  no  material   changes  in  information   regarding
          quantitative  and qualitative  disclosures  about market risk at March
          31,  2001  from  the   information   presented   under  the   caption,
          Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations - Asset and Liability Management,  as Exhibit 13
          to the Form 10-K for September 30, 2000.

                                      -15-
<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

          On  February  13,  2001,  the  Company  held  its  annual  meeting  of
          stockholders and the following items were presented:

          Election of  Directors  Robert F.  Kastelic and Oliver D. Keefer for a
          term of three years  ending in 2004 and Director J. Robert Gales for a
          term of two years ending in 2003. Messrs.  Gales,  Kastelic and Keefer
          each received 1,868,619 votes in favor and 111,944 votes withheld.


Item 5.  Other Information

          None


                                      -16-
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits

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

          (b)  Reports on Form 8-K

               None

(1)  Incorporated by reference from the exhibits  attached to the Prospectus and
     Proxy Statement of the Company  included in its  Registration  Statement on
     form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
     (the "Registration Statement").
(2)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997
(3)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(4)  Incorporated  by reference  from an exhibit in Form 10-K filed with the SEC
     on December 29, 1998.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(6)  Incorporated  by  reference  from an Exhibit in Form 10-Q on  February  14,
     2000.

                                      -17-

<PAGE>

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




                                 FIDELITY BANCORP, INC.



Date:   May  14, 2001            By:   /s/ William L. Windisch
                                       -------------------------------
                                       William L. Windisch
                                       Chairman of the Board and
                                         Chief Executive Officer


Date:   May  14, 2001            By:   /s/ Lisa L. Griffith
                                       -------------------------------
                                       Lisa L. Griffith
                                       Vice President and
                                         Chief Financial Officer


                                      -18-