United States
                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

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

     For the quarterly period ended December 31, 2006
                                    -----------------
                                       OR

[ ]  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 incorporation  (IRS Employer Identification No.)
 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  registrant:  (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 a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer [ ]   Accelerated filer [ ]    Non-accelerated filer [X]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).:  [ ]  Yes  [X] No

                      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:
             2,984,368 shares, par value $0.01, at January 31, 2007
             ------------------------------------------------------

<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                 3
               December 31, 2006 and September 30, 2006

               Consolidated Statements of Income for the Three Months Ended         4
               December 31, 2006 and 2005

               Consolidated Statements of Cash Flows for the Three Months Ended   5-6
               December 31, 2006 and 2005

               Consolidated Statements of Changes in Stockholders' Equity           7
               for the Three Months Ended December 31, 2006 and 2005

               Notes to Consolidated Financial Statements                           8

Item 2.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations                                               15

Item 3.        Quantitative and Qualitative Disclosures About Market Risk          24

Item 4.        Controls and Procedures                                             24


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

Item l.         Legal Proceedings                                                  24

Item 1A.        Risk Factors                                                       24

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds        24

Item 3.         Defaults Upon Senior Securities                                    24

Item 4.         Submission of Matters to a Vote of Security Holders                24

Item 5.         Other Information                                                  25

Item 6.         Exhibits                                                        25-26

Signatures                                                                         27

</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>
                                                           December 31,       September 30,
              Assets                                          2006                 2006
              ------                                       ---------            ---------
<S>                                                      <C>                  <C>
Cash and due from banks                                    $   9,130            $   8,480
Interest-bearing demand deposits with other institutions       1,943                  187
                                                           ---------            ---------
    Cash and Cash Equivalents                                 11,073                8,667

Securities available-for-sale                                162,731              165,449
  (amortized cost of  $164,713 and $167,699)
Securities held-to-maturity                                   82,480               85,879
  (fair value of $81,570 and $84,851)
Loans held for sale                                              449                   40
Loans receivable, net of allowance $2,693 and $2,917         450,542              439,027
Foreclosed real estate, net                                      101                  215
Restricted investments in bank stock, at cost                  9,156                9,132
Office premises and equipment, net                             5,979                6,073
Accrued interest receivable                                    3,600                3,359
Other assets                                                  12,598               12,891
                                                           ---------            ---------
       Total Assets                                        $ 738,709            $ 730,732
                                                           =========            =========
              Liabilities and Stockholders' Equity
              ------------------------------------
Liabilities:
   Deposits:
      Non-interest bearing                                 $  33,904            $  32,927
      Interest bearing                                       379,125              381,255
                                                           ---------            ---------
          Total Deposits                                     413,029              414,182

   Short-term borrowings                                      64,343               78,625
   Subordinated debt                                          10,310               10,310
   Securities sold under agreement to repurchase              85,397               83,638
   Advance payments by borrowers for taxes and insurance       3,037                1,508
   Long-term debt                                            114,234               94,292
   Other liabilities                                           3,337                3,982
                                                           ---------            ---------
       Total Liabilities                                     693,687              686,537
                                                           ---------            ---------
Stockholders' equity:
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 3,589,775
      and 3,569,525 shares issued, respectively                   36                   35
   Paid-in capital                                            45,007               44,774
   Retained earnings                                          11,492               11,076
   Accumulated other comprehensive loss                       (1,308)              (1,485)
   Treasury stock, at cost - 609,029 shares                  (10,205)             (10,205)
                                                           ---------            ---------
       Total Stockholders' Equity                             45,022               44,195
                                                           ---------            ---------

       Total Liabilities and Stockholders' Equity          $ 738,709            $ 730,732
                                                           =========            =========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       3

<PAGE>

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


                                                     Three Months Ended
                                                        December 31,
                                                     ------------------
                                                        2006      2005
                                                      -------   -------
Interest income:
   Loans                                              $ 7,021   $ 5,479
   Mortgage-backed securities                           1,090     1,323
   Investment securities - taxable                      1,571     1,348
   Investment securities - tax-exempt                     483       508
   Other                                                    8         6
                                                      -------   -------
      Total interest income                            10,173     8,664
                                                      -------   -------

Interest expense:
   Deposits                                             3,199     2,247
   Short-term borrowings                                1,033     1,207
   Subordinated debt                                      234       198
   Securities sold under agreement to repurchase          960        58
   Long-term debt                                       1,297     1,644
                                                      -------   -------
      Total interest expense                            6,723     5,354
                                                      -------   -------

Net interest income                                     3,450     3,310

Provision for loan losses                                 175       125
                                                      -------   -------

Net interest income after provision for loan losses     3,275     3,185
                                                      -------   -------

Other income:
   Loan service charges and fees                           82        77
   Realized gain on sales of securities, net               72       141
   Gain on sales of loans                                  15        13
   Deposit service charges and fees                       322       362
   Non-insured investment products                        104        83
   Other                                                  271       266
                                                      -------   -------
      Total other income                                  866       942
                                                      -------   -------

Operating expenses:
   Compensation and benefits                            2,032     1,885
   Office occupancy and equipment expense                 279       258
   Depreciation and amortization                          163       175
   Loss on sales of foreclosed real estate                 43         -
   Foreclosed real estate expense                           3         5
   Amortization of intangible assets                       10        11
   Other                                                  575       572
                                                      -------   -------
      Total operating expenses                          3,105     2,906
                                                      -------   -------

Income before income tax provision                      1,036     1,221
Income tax provision                                      204       257
                                                      -------   -------
Net income                                            $   832   $   964
                                                      =======   =======
Basic earnings per common share                       $   .28   $   .33
                                                      =======   =======
Diluted earnings per common share                     $   .27   $   .32
                                                      =======   =======
Dividends per common share                            $   .14   $   .13
                                                      =======   =======

See accompanying notes to unaudited consolidated financial statements.

                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                   Thrre Months Ended December 31,
                                                                         2006        2005
                                                                       --------    --------
<S>                                                                 <C>         <C>
Operating Activities:
---------------------
     Net income                                                        $    832    $    964
     Adjustments to reconcile net income to net cash provided by
     operating activities:
         Provision for loan losses                                          175         125
         Loss on sales of foreclosed real estate                             43        --
         Provision for depreciation and amortization                        163         175
         Deferred loan fee amortization                                     (27)        (34)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                            67         245
         Amortization of intangibles                                         10          11
         Net gain on sale of securities                                     (72)       (141)
         Net gain on sale of loans                                          (15)        (13)
         Origination of loans held-for-sale                              (1,927)       (922)
         Proceeds from sale of loans held-for-sale                        1,533       1,183
         Increase in accrued interest receivable                           (241)       (172)
         Increase in prepaid income taxes                                  (145)       (107)
         Increase (decrease) in interest payable                            309        (197)
         Increase in cash surrender value of life insurance policies        (51)        (48)
         Noncash compensation expense related to stock benefit plans         16          17
         Contribution to ESOP                                              (247)       (240)
         Changes in other assets                                            382          99
         Changes in other liabilities                                      (576)       (136)
                                                                       --------    --------
         Net cash provided by operating activities                          229         809
                                                                       --------    --------


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

     Proceeds from sales of securities available-for-sale                   434         232
     Proceeds from maturities and principal repayments of
        securities available-for-sale                                     4,196       7,268
     Purchases of securities available-for-sale                          (1,656)     (8,317)
     Proceeds from maturities and principal repayments of
        securities held-to-maturity                                       3,296       6,190
     Net increase in loans                                              (11,668)    (26,792)
     Proceeds from sale of foreclosed real estate                            71           -
     (Purchases) redemptions of FHLB stock                                  (24)        104
     Additions to office premises and equipment                             (69)        (35)
                                                                       --------    --------
     Net cash used in investing activities                               (5,420)    (21,350)
                                                                       --------    --------
</TABLE>

Continued on page 6.

                                       5

<PAGE>

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

<TABLE>
<CAPTION>
                                                                    Three Months Ended December 31,
                                                                          2006        2005
                                                                      --------    --------
Financing Activities:
---------------------
<S>                                                                 <C>         <C>
Net (decrease) increase in deposits                                   $ (1,153)   $ 13,324
Increase (decrease) in repurchase agreements                             1,759        (686)
Net (decrease) increase in short-term borrowings                       (14,282)      9,601
Proceeds from long-term borrowings                                      20,000           -
Repayments of long-term borrowings                                         (58)     (1,564)
Increase in advance payments by borrowers for taxes and insurance        1,529       1,407
Cash dividends paid                                                       (416)       (382)
Stock options exercised                                                    165         120
Proceeds from sale of stock through Dividend Reinvestment Plan              39          35
Excess tax benefit realized on stock-based compensation                     14          29
                                                                      --------    --------

Net cash provided by financing activities                                7,597      21,884
                                                                      --------    --------

Increase in cash and cash equivalents                                    2,406       1,343

Cash and cash equivalents at beginning of period                         8,667       9,870
                                                                      --------    --------

Cash and cash equivalents at end of period                            $ 11,073    $ 11,213
                                                                      ========    ========

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

Cash paid during the period for:
  Interest on deposits and other borrowings                           $  6,416    $  5,551
                                                                      ========    ========
  Income taxes                                                        $    330    $    373
                                                                      ========    ========

Supplemental Schedule of Noncash Investing and Financing Activities
-------------------------------------------------------------------

Transfer of loans to foreclosed real estate                           $      5    $      -
                                                                      ========    ========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

                                       6
<PAGE>

                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
     Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                                       Accumulated
                                                       Additional                                        Other
                                          Common        Paid-in     Treasury          Retained        Comprehensive
                                          Stock         Capital      Stock            Earnings           (Loss)            Total
                                          ------       --------     --------           -------          --------          -------
<S>                                      <C>         <C>           <C>               <C>               <C>             <C>
Balance at September 30, 2005              $  35       $ 44,250      $(9,808)          $ 8,486           $  (914)        $ 42,049
Comprehensive income:
     Net income                                                                            964                                964
     Other comprehensive income,
       net of tax of ($360)                                                                                 (700)            (700)
     Reclassification adjustment,
       net of tax of ($48)                                                                                   (93)             (93)
                                                                                                                          -------
Total comprehensive income                                                                                                    171

Stock-based compensation expense                             17                                                                17
Stock options exercised, including tax
  benefit of $29                                            149                                                               149
Cash dividends declared                                                                   (382)                              (382)
Sale of stock through Dividend
  Reinvestment Plan                                          35                                                                35
                                          ------       --------     --------           -------          --------          -------

Balance at December 31, 2005               $  35       $ 44,451      $(9,808)          $ 9,068          $ (1,707)         $42,039
                                           =====       ========      =======           =======          ========          =======


Balance at September 30, 2006              $  35       $ 44,774     $(10,205)          $11,076          $ (1,485)         $44,195
Comprehensive income:
     Net income                                                                            832                                832
     Other comprehensive income,
       net of tax of $116                                                                                     225             225
     Reclassification adjustment,
       net of tax of ($24)                                                                                   (48)             (48)
                                                                                                                          -------
Total comprehensive income                                                                                                  1,009

Stock-based compensation expense                             16                                                                16
Stock options exercised, including tax
  Benefit of $14                                            179                                                               179
Cash dividends declared                                                                   (416)                              (416)
Sale of stock through Dividend
  Reinvestment Plan                            1             38                                                                39
                                          ------       --------     --------           -------          --------          -------

Balance at December 31, 2006              $   36       $ 45,007     $(10,205)          $11,492          $ (1,308)         $45,022
                                          ======       ========     ========           =======          ========          =======
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       7

<PAGE>


                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                                December 31, 2006

(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 adjustments (consisting of 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, 2006.  The results for the three
month  period  ended  December 31, 2006 are not  necessarily  indicative  of the
results  that may be expected for the fiscal year ending  September  30, 2007 or
any future interim period.

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

In July 2006,  the  Financial  Accounting  Standards  Board  (FASB)  issued FASB
Interpretation   No.  48,   "Accounting  for  Uncertainty  in  Income  Taxes--an
interpretation  of FASB  Statement  No.  109"  (FIN  48),  which  clarifies  the
accounting for uncertainty in tax positions.  This Interpretation  requires that
companies recognize in their financial  statements the impact of a tax position,
if that position is more likely than not of being  sustained on audit,  based on
the technical merits of the position. The provisions of FIN 48 are effective for
fiscal years beginning  after December 15, 2006,  with the cumulative  effect of
the change in accounting principle recorded as an adjustment to opening retained
earnings.  We are  currently  evaluating  the impact of  adopting  FIN 48 on our
financial statements.

In  September  2006,  the  FASB  issued  FASB  Statement  No.  157,  Fair  Value
Measurements,  which  defines fair value,  establishes a framework for measuring
fair value under GAAP, and expands  disclosures  about fair value  measurements.
FASB Statement No. 157 applies to other accounting  pronouncements  that require
or permit fair value  measurements.  The new guidance is effective for financial
statements  issued for fiscal years  beginning  after November 15, 2007, and for
interim  periods  within those fiscal  years.  We are currently  evaluating  the
potential  impact,  if any,  of the  adoption of FASB  Statement  No. 157 on our
financial statements.

In September  2006, the Securities  and Exchange  Commission  "SEC" issued Staff
Accounting Bulleting No. 108 ("SAB 108"). SAB 108 provides interpretive guidance
on how the effects of the  carryover  or  reversal  of prior year  misstatements
should be considered in quantifying a potential current year misstatement. Prior
to SAB 108,  companies  might evaluate the  materiality  of  financial-statement
misstatements using either the income statement or balance sheet approach,  with
the income statement approach focusing on new misstatements added in the current
year,  and the  balance  sheet  approach  focusing on the  cumulative  amount of
misstatement  present in a company's balance sheet.  Misstatements that would be
material  under  one  approach  could be  viewed  as  immaterial  under  another
approach,  and not be  corrected.  SAB  108 now  requires  that  companies  view
financial statement  misstatements as material if they are material according to
either the income statement or balance sheet approach.  SAB 108 is effective for
publicly-held  companies for fiscal years ending after November 15, 2006. We are
currently evaluating the potential impact, if any, of the adoption of SAB 108 on
our financial statements.

                                       8
<PAGE>

In  September  2006,  the FASB issued SFAS No. 158,  Employers'  Accounting  for
Defined  Benefit  Pension and Other  Postretirement  Plans ("SFAS  158"),  which
amends  SFAS  87 and  SFAS  106 to  require  recognition  of the  overfunded  or
underfunded  status of pension  and other  postretirement  benefit  plans on the
balance  sheet.  Under  SFAS 158,  gains and  losses,  prior  service  costs and
credits,  and any remaining  transition  amounts under SFAS 87 and SFAS 106 that
have  not  yet  been  recognized  through  net  periodic  benefit  cost  will be
recognized in accumulated other comprehensive income, net of tax effects,  until
they are amortized as a component of net periodic cost. The measurement  date --
the date at which the  benefit  obligation  and plan  assets are  measured -- is
required  to be the  company's  fiscal  year  end.  SFAS  158 is  effective  for
publicly-held  companies for fiscal years ending after December 15, 2006, except
for the measurement date provisions, which are effective for fiscal years ending
after December 15, 2008. The Company is currently  analyzing the effects of SFAS
158 but does not expect its implementation will have a significant impact on the
Company's financial condition or results of operations.

In September  2006,  the FASB's  Emerging  Issues Task Force (EITF)  issued EITF
Issue No. 06-4, "Accounting for Deferred Compensation and Postretirement Benefit
Aspects of Endorsement Split Dollar Life Insurance  Arrangements" ("EITF 06-4").
EITF 06-4 requires the recognition of a liability related to the  postretirement
benefits covered by an endorsement split-dollar life insurance arrangement.  The
consensus  highlights  that the employer  (who is also the  policyholder)  has a
liability  for the benefit it is  providing  to its  employee.  As such,  if the
policyholder  has  agreed  to  maintain  the  insurance  policy in force for the
employee's benefit during his or her retirement,  then the liability  recognized
during the  employee's  active service period should be based on the future cost
of insurance to be incurred during the employee's retirement.  Alternatively, if
the policy holder has agreed to provide the employee with a death benefit,  then
the liability for the future death benefit should be recognized by following the
guidance in SFAS No. 106 or Accounting Principals Board (APB) Opinion No. 12, as
appropriate.  For  transition,  an entity can choose to apply the guidance using
either of the following approaches: (a) a change in accounting principle through
retrospective application to all periods presented or (b) a change in accounting
principle  through a  cumulative-effect  adjustment  to the  balance in retained
earnings at the beginning of the year of adoption.  The disclosures are required
in  fiscal  years  beginning  after  December  15,  2007,  with  early  adoption
permitted. The Company does not believe that the implementation of this guidance
will have a material impact on the Company's consolidated financial statements.

In October 2006, the Financial  Accounting  Standards Board ("FASB") issued FASB
Staff Position No. 123R-6,  "Technical Corrections of FASB Statement No. 123(R)"
("FSP  123(R)-6").  FSP 123(R)-6  amends FSP 123(R) to revise the computation of
minimum compensation cost that must be recognized,  to indicate that at the date
that the illustrative awards were no longer probable of vesting,  any previously
recognized  compensation  cost  should  have  been  reversed,  and to amend  the
definition of short-term  inducement to exclude an offer to settle an award. The
adoption  of FSP  123(R)-6  did not have a material  impact on our  consolidated
financial position, results of operations or cash flows.

                                       9

<PAGE>

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

As of December 31, 2006,  the Company had six  share-based  compensation  plans,
which are described below.

The  Company's   2005   Stock-Based   Incentive   Plan  (the  Plan),   which  is
shareholder-approved,  permits  the  grant of share  options  and  shares to its
employees and  non-employee  directors for up to 165,000 shares of common stock.
Option awards are generally  granted with an exercise  price equal to the market
value of the common stock on the date of the grant,  the options  generally vest
over a three-year period,  and have a contractual term of seven years,  although
the Plan permits contractual terms of up to ten years. Option awards provide for
accelerated  vesting if there is a change in control, as defined in the Plan. As
of December 31, 2006,  108,100  options remain  unawarded.  No share awards have
been made under the plan.

The Company also maintains the 1997 Employee Stock Compensation  Program,  which
was  shareholder  approved.  At December  31, 2006,  no  remaining  options were
available  for grant under this  program.  Option awards under this program were
granted with an exercise  price equal to the market value of the common stock on
the  date  of  grant,  had  vesting  periods  from  zero to two  years,  and had
contractual  terms from seven to ten years.  Option  awards  under this  program
provide for accelerated  vesting if there is a change in control,  as defined in
the programs.

The Company also maintains the 1998 Stock Compensation  Program,  the 2000 Stock
Compensation  Plan,  the  2001  Stock  Compensation  Plan,  and the  2002  Stock
Compensation Plan, which provided for the grant of stock options to non-employee
directors.  At December 31, 2006, no remaining  options were available for grant
under these  programs.  Option awards under these  programs were granted with an
exercise  price  equal to the market  value of the  common  stock on the date of
grant, were exercisable immediately, and had contractual terms of ten years.

                                       10

<PAGE>

The following  table  provides  information  about options  outstanding  for the
three-months ended December 31, 2006:

<TABLE>
<CAPTION>
                                                                                                       Weighted           Weighted
                                                                                                       Average             Average
                                                                                                       Exercise          Grant Date
                                                                               Shares                   Price            Fair Value
                                                                      ------------------    ----------------------------------------
<S>                                                                           <C>                         <C>               <C>
  Options outstanding, beginning of period                                      389,342                     $14.89            $2.82
  Granted                                                                             -                          -                -
  Forfeited                                                                           -                          -                -
  Exercised                                                                    (18,242)                       9.04             2.19
                                                                      ------------------    ----------------------------------------
  Options outstanding, end of period                                            371,100                     $15.18
                                                                                                                              $2.85
                                                                      ==================    ========================================
  Options exercisable end of period                                             319,999                     $14.52            $2.76
                                                                      ------------------    ----------------------------------------
</TABLE>


The following table provides  information about unvested options outstanding for
the three-months ended December 31, 2006:

<TABLE>
<CAPTION>
                                                                                                                      Weighted
                                                                                                                       Average
                                                                                                                     Grant Date
                                                                                                  Shares             Fair Value
                                                                                        --------------------------------------------
<S>                                                                                             <C>                  <C>
                                   Unvested options, beginning of period                          51,767               $  3.37
                                   Granted                                                             -                     -
                                   Vested                                                           (666)                 3.25
                                   Forfeited                                                           -                     -
                                                                                        --------------------------------------------
                                   Unvested options, period end                                   51,101               $  3.43
                                                                                        ============================================
</TABLE>

Proceeds,  related tax benefits  realized  from options  exercised and intrinsic
value of options exercised were as follows:

                                              Three Months Ended December 31,
                                              2006                       2005
                                              ----                       ----
Proceeds of options exercised              $164,908                   $120,254
Related tax benefit recognized               14,000                     29,000
Intrinsic value of options exercised        217,937                    159,309

                                       11

<PAGE>

The  following  table  provides   information  about  options   outstanding  and
exercisable options at December 31, 2006:

<TABLE>
<CAPTION>
                                                                    Options                                     Exercisable
                                                                  Outstanding                                     Options
                                                 ---------------------------------------------- ------------------------------------
<S>                                                          <C>                                           <C>
        Number                                                      371,100                                       319,999
        Weighted average exercise price                             $15.18                                        $14.52
        Aggregate intrinsic value                                 $1,597,561                                    $1,597,561
        Weighted average contractual term                         4.95 years                                    4.81 years
</TABLE>

<TABLE>
<CAPTION>
                                                   Options Outstanding                                 Exercisable Options
                                   ---------------------------------------------------- --------------------------------------------
                                                                   Weighted                                             Weighted
                                                                    Average                                             Average
                                                                   Remaining                                            Exercise
                                                                  Contractual                                          Price Per
Exercise price                            Shares                 Life (in yrs)                  Shares                   Share
--------------------------------------------------------------------------------------- --------------------------------------------
<S>                                    <C>                        <C>                       <C>                       <C>
$7.43-8.23                                 50,949                    3.55                       50,949                   $7.79
$10.70-14.41                              182,634                    4.52                      182,634                   12.92
$18.87-22.91                              137,517                    6.04                       86,416                   21.87
                                   ---------------------------------------------------- --------------------------------------------

                              Total       371,100                    4.95                      319,999                   $14.52
                                   ==================================================== ============================================
</TABLE>

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

                                       Three Months Ended December 31,
                                                2006           2005
                                               ------         ------
Numerator:
Net Income                                     $  832         $  964
                                               ------         ------
Denominator:
  Denominator for basic earnings per
  share - weighted average shares               2,970          2,952
Effect of dilutive securities:
  Employee stock options                           73            101
                                               ------         ------
Denominator for diluted earnings per
share - weighted average
  Shares and assumed conversions                3,043          3,053
                                               ------         ------
Basic earnings per share                       $  .28         $  .33
                                               ------         ------
Diluted earnings per share                     $  .27         $  .32
                                               ------         ------


                                       12

<PAGE>

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

<TABLE>
<CAPTION>
                                                           December 31,       September 30,
                                                               2006               2006
                                                      --------------------------------------
<S>                                                        <C>                   <C>
        First mortgage loans:
                       Conventional:
                           1-4 family dwellings              $192,968              $190,040
                           Multi-family dwellings                 254                   259
                       Commercial                              72,985                72,171
                       Construction:
                           Residential                         45,042                42,252
                           Commercial                          18,108                19,147
                                                             --------              --------
                                                              329,357               323,869
                                                             --------              --------

        Less:  Loans in process                               (11,322)              (13,369)
                                                             --------              --------
                                                              318,035               310,500
                                                             --------              --------
        Installment loans:
                       Home equity                             90,583                90,263
                       Consumer loans                             402                   440
                       Other                                    2,508                 2,603
                                                             --------              --------
                                                               93,493                93,306
                                                             --------              --------
        Commercial business loans and leases:
                       Commercial business loans               41,468                37,930
                       Commercial leases                          207                   236
                                                             --------              --------
                                                               41,675                38,166
                                                             --------              --------

        Less:  Allowance for loan losses                       (2,693)               (2,917)
                                                             --------              --------

        Unearned discounts and fees                                32                  (28)
                                                             --------              --------

                       Loans receivable, net                 $450,542              $439,027
                                                             --------              --------
</TABLE>

                                       13

<PAGE>

(7) Allowance for Loan Losses
    -------------------------
Changes in the allowance for loan losses for the three months ended December 31,
2006,  fiscal year ended  September  30,  2006,  and for the three  months ended
December 31, 2005 are as follows (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                     Quarter Ended          Year Ended         Quarter Ended
                                     -------------          ----------         -------------
                                     December 31,          September 30,        December 31,
                                     ------------          -------------        ------------
                                         2006                  2006                 2005
                                         ----                  ----                 ----
<S>                                     <C>                  <C>                 <C>
Balance at beginning of period          $ 2,917              $ 2,596             $ 2,596
Provision for loan losses                   175                  600                 125
Charge-offs                                (406)                (326)                (57)
Recoveries                                    7                   47                   9
                                         ------               ------              ------
Balance at end of period                 $2,693               $2,917              $2,673
                                         ======               ======              ======
</TABLE>

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, 2006, the recorded investment in loans that are considered to be
impaired  under  SFAS No.  114 was $1.7  million  compared  to $1.6  million  at
December 31, 2005.  The current amount of impaired loans does not have a related
allowance for loan losses as a result of applying  impairment  tests  prescribed
under SFAS No. 114. The average recorded investment in impaired loans during the
three months ended  December 31, 2006 was $1.9 million  compared to $1.8 million
for the same period in the prior year.  For the three months ended  December 31,
2006, the Company  recognized  $1,000 of interest income on impaired loans using
the cash basis of income recognition. The Company recognized $10,000 of interest
income on impaired loans during the three month period ended December 31, 2005.

                                       14

<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.  The  Company  does not  undertake  to,  and  specifically
disclaims any obligation to, update any such forward-looking statements.

Fidelity  Bancorp,  Inc.'s  ("Fidelity" or the "Company")  business is conducted
principally through its wholly-owned  subsidiary 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  18  of  the  Company's  2006  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,  evaluation of investments for
other than temporary impairment,  and accounting for stock options. Please refer
to the discussion of the allowance for loan losses in note 7 "Allowance for Loan
Losses" on page 14 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 pages 55 and 56 of the  Company's  September 30,
2006 Consolidated Financial Statements.  At least quarterly,  management reviews
the available for sale portfolio and identifies all securities  where the market
value is less than the amortized cost. Each individual security is then reviewed
taking into  consideration  criteria  such as the  magnitude and duration of the
decline and the reasons  underlying  the decline to determine if such decline in
market  value is other than  temporary.  If the  security  is deemed  other than
temporarily  impaired  it is  written  down to the  current  market  value and a
corresponding  charge to earnings is  recognized.  The Company did not recognize
any other than  temporary  impairment  losses on available  for sale  securities
during the three month  periods  ended  December 31, 2006 and 2005.  Stock based
compensation  expense is reported in net income  utilizing the  fair-value-based
method  set  forth in SFAS No.  123R.  The fair  value of each  option  award is
estimated  at the date of grant using the  Black-Scholes  option-pricing  model.
Please  refer to the  discussion  of stock based  compensation  in note 4 "Stock
Based  Compensation"  on  pages  10  through  12  above.  In  addition,  further
discussion of the assumptions  used in determining  stock based  compensation is
contained in note 13 "Stock  Option  Plans" on pages 35 and 36 of the  Company's
September 30, 2006 Consolidated Financial Statements.

                                       15

<PAGE>

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

Total assets of the Company  increased $8.0 million,  or 1.1%, to $738.7 million
at December  31, 2006 from $730.7  million at September  30,  2006.  Significant
changes in individual categories include an increase in interest-bearing  demand
deposits with other  institutions  of $1.8 million,  an increase in net loans of
$11.5 million, a decrease in securities  held-to-maturity of $3.4 million, and a
decrease in securities available for sale of $2.7 million.

Total  liabilities  of the Company  increased  $7.2 million,  or 1.0%, to $693.7
million at  December  31,  2006 from  $686.5  million  at  September  30,  2006.
Significant  changes include an increase in long-term debt of $19.9 million,  an
increase in securities  sold under  agreement to repurchase of $1.8 million,  an
increase in advance payments by borrowers for taxes of $1.5 million,  a decrease
in short-term  borrowings of $14.3  million,  and a decrease in deposits of $1.2
million.  The Company  decided to take  advantage  of the lower  interest  rates
offered on  long-term  debt to replace  short-term  borrowings  consistent  with
asset/liability management strategies.

Stockholders'  equity increased  slightly to $45.0 million at December 31, 2006,
compared to $44.2 million at September 30, 2006. This result reflects net income
for the  three-month  period ended December 31, 2006 of $832,000,  stock options
exercised of $179,000 (including tax benefit of $14,000), stock issued under the
Dividend Reinvestment Plan of $39,000,  stock based compensation of $16,000, and
a decrease in the accumulated other  comprehensive loss of $177,000.  Offsetting
these  increases were common stock cash dividends paid of $416,000.  Accumulated
other  comprehensive  loss  decreased  from  September  30,  2006 as a result of
changes in the net unrealized losses 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,  2006,  to be other than
temporary.  Because of interest rate volatility, the Company's accumulated other
comprehensive  loss could  materially  fluctuate  for each  interim and year-end
period.  Approximately  $3.4 million of the balances in retained  earnings as of
December 31, 2006 and September 30, 2006 represent base year bad debt deductions
for tax purposes only, as they are considered restricted accumulated earnings.

                                       16

<PAGE>

Non-Performing Assets
---------------------
The  following  table sets forth  information  regarding  non-accrual  loans and
foreclosed real estate held by the Company at the dates  indicated.  The Company
did not have any loans which were classified as troubled debt  restructurings at
the dates presented (dollar amounts in thousands).

<TABLE>
<CAPTION>
                                                                                December 31,            September 30,
                                                                                    2006                    2006
                                                                                    ----                    ----
<S>                                                                             <C>                      <C>
        Non-accrual residential real estate loans
            (one-to-four family)                                                   $  511                   $  403

        Non-accrual construction, multi family
            residential and commercial real estate loans                              343                      344

        Non-accrual installment loans                                                 187                      238

        Non-accrual commercial business loans                                       1,378                    1,700
                                                                                   ------                   ------

        Total non-performing loans                                                 $2,419                   $2,685
                                                                                   ======                   ======

        Total non-performing loans as a percent of
            net loans receivable                                                     0.54%                    0.61%
                                                                                   ======                   ======

        Total foreclosed real estate                                               $  101                   $  215
                                                                                   ======                   ======

        Total non-performing loans and foreclosed real estate as a
        percent of total assets                                                      0.34%                    0.40%
                                                                                   ======                   ======
</TABLE>

Included  in  non-performing  loans at December  31, 2006 are six  single-family
residential real estate loans totaling $511,000, one commercial real estate loan
totaling  $343,000,  eleven home equity and installment loans totaling $187,000,
and five commercial business loans totaling $1.4 million.

At December  31,  2006,  the Company  had an  allowance  for loan losses of $2.7
million or .60% of net loans  receivable,  as compared to an  allowance  of $2.9
million or .66% of net loans receivable at September 30, 2006. The allowance for
loan losses equals 111.3% of non-performing  loans at December 31, 2006 compared
to 108.6% at  September  30, 2006.  Management  believes the balance is adequate
based on its analysis of quantitative and qualitative factors as of December 31,
2006.  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, 2006 is  reasonable.  See
also "Provision for Loan Losses" on page 21. 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.

                                       17

<PAGE>

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.

                                       18

<PAGE>

                       Comparison of Results of Operations
                       -----------------------------------
              for the Three Months Ended December 31, 2006 and 2005
              -----------------------------------------------------

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

Net income for the three months ended  December 31, 2006 was $832,000  ($.27 per
diluted share) compared to $964,000 ($.32 per diluted share) for the same period
in 2005, a decrease of $132,000 or 13.7 %. The decrease  reflects an increase in
operating expenses of $199,000,  or 6.8%, a decrease in other income of $76,000,
or 8.1%, and an increase in the provision for loan losses of $50,000.  Partially
offsetting these factors were an increase in net interest income of $140,000, or
4.2%, and a decrease in the provision for income taxes of $53,000, or 20.6%.

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

The Company's  interest  rate spread,  the  difference  between  average  yields
calculated on a tax-equivalent basis on interest-earning  assets and the average
cost of  funds,  decreased  to 1.98%  (annualized)  in the  three  months  ended
December 31, 2006 from 2.09% (annualized) in the same period in 2005 as a result
of the average yield on total interest  earning assets  increasing less than the
average rate paid on interest-bearing liabilities. The following table shows the
annualized  average yields earned on the Company'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,
                                                                    2006              2005
                                                                    ----              ----
<S>                                                               <C>               <C>
        Average yield on:
          Mortgage loans                                            6.07%             5.89%
          Mortgage-backed securities                                4.41              4.17
          Installment loans                                         6.47              6.14
          Commercial business loans and leases                      7.46              7.16
          Interest -earning deposits with other institutions,
          investment securities, and FHLB stock (1)                 5.66              4.90
                                                                    ----              ----
          Total interest-earning assets                             5.87              5.40
                                                                    ----              ----
        Average rates paid on:
          Savings deposits                                          3.10              2.40
          Borrowed funds                                            5.07              4.47
                                                                    ----              ----
          Total interest-bearing liabilities                        3.89              3.31
                                                                    ----              ----
        Average interest rate spread                                1.98%             2.09%
                                                                    ====              ====
        Net yield on interest-earning assets                        2.07%             2.14%
                                                                    ====              ====
</TABLE>

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

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

Interest on loans  increased $1.5 million or 28.1% to $7.0 million for the three
months ended  December 31, 2006,  compared to $5.5 million in the same period in
2005. The increase reflects an increase in the average loan balance  outstanding
during  2006,  as well as a slight  increase in the average  yield earned on the
loan portfolio.

Interest  on  mortgage-backed  securities  decreased  $233,000  or 17.6% to $1.1
million for the three-month period ended December 31, 2006, compared to the same
period in 2005.  The  decrease  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.

                                       19

<PAGE>

Interest  on  interest-bearing  demand  deposits  with  other  institutions  and
investment  securities (non-tax equivalent)  increased $200,000 or 10.7% to $2.1
million for the three  months ended  December 31, 2006,  as compared to the same
period in 2005.  The increase  reflects an increase in the yield earned on these
investments  partially offset by a decrease in the average balance of investment
securities in the portfolio.

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

Interest  on  deposits  increased  $952,000  or  42.4% to $3.2  million  for the
three-month  period ended  December 31, 2006, as compared to $2.2 million during
the same  period in 2005.  The  increase  reflects  an  increase  in the average
balance of deposits as well as an increase in the average  cost of the  deposits
reflecting higher short-term rates and a competitive deposit market.

Interest on  short-term  borrowings,  including  Federal Home Loan Bank ("FHLB")
"RepoPlus" advances, FHLB revolving line of credit, federal funds purchased, and
treasury,  tax and  loan  notes,  decreased  $174,000  to $1.0  million  for the
three-month  period ended  December 31, 2006,  as compared to the same period in
2005.  The  decrease  reflects  a  decrease  in the  average  balance  of  these
borrowings,  partially  offset  by an  increase  in the  average  cost of  these
borrowings.

Interest on  subordinated  debt  increased  $36,000 for the three  months  ended
December 31, 2006, as compared to the same period in 2005. The increase reflects
an increase  in the average  cost of these  floating-rate  debentures  while the
average balance remained unchanged.

Interest on securities sold under agreement to repurchase,  including retail and
wholesale  structured  borrowings,   increased  $902,000  to  $960,000  for  the
three-month  period ended  December 31, 2006,  as compared to the same period in
2005. The increase reflects both a higher level of average securities sold under
agreement to  repurchase  and an increase in the cost of these funds.  In fiscal
2006, the Bank began using structured reverse  repurchase  agreements to replace
various  FHLB  borrowings.  At  December  31,  2006 the Bank had $75  million of
wholesale structured borrowings outstanding.  There were no wholesale structured
borrowings outstanding at December 31, 2005.

Interest on long-term debt,  including FHLB fixed rate advances and "Convertible
Select" advances,  decreased $347,000 to $1.3 million for the three months ended
December 31, 2006 as compared to the same period in 2005. The decrease  reflects
a decrease in the average balance of the debt,  partially  offset by an increase
in the average cost of the debt.

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

The Company's net interest  income  increased  $140,000 or 4.2% to $3.5 million,
for the three month  period ended  December  31,  2006,  as compared to the same
period in 2005. The increase in the current fiscal period is  attributable to an
increase  in  net  interest-earning  assets,  partially  offset  by a  decreased
interest rate spread.

                                       20

<PAGE>

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

The provision for loan losses  increased to $175,000 for the three-month  period
ended December 31, 2006, as compared to $125,000 for the same period in 2005. At
December 31, 2006,  the  allowance for loan losses  decreased  $224,000 to $2.69
million from $2.92  million at September  30, 2006.  Net loan  charge-offs  were
$398,000  and $48,000 for the three  months  ended  December  31, 2006 and 2005,
respectively.  The increase is primarily  due to a $318,000  charge-off  for one
commercial   business  customer.   A  specific  reserve  for  this  account  was
established as of September 30, 2006.

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 loan 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  $76,000 or 8.1% to $866,000,  for
the  three-month  period ended December 31, 2006, as compared to the same period
in 2005.  Decreases in other income  primarily  relate to decreased gains on the
sale of  securities  and  decreased  deposit  service  charges  and fee  income,
partially offset by increased non-insured investment product income.

Net realized  gains on the sales of securities  were $72,000 for the three month
period ended  December 31, 2006,  as compared to a realized  gain of $141,000 in
the same  period in 2005.  Such  sales  were  made  from the  available-for-sale
portfolio as part of management's asset/liability management strategies.

Deposit service charges and fees decreased  $40,000 or 11.0% for the three month
period ended  December 31, 2006,  as compared to the same period in fiscal 2005.
The  decrease  is  primarily  attributed  to a  decrease  in the  volume of fees
collected for returned checks on deposit  accounts and a decrease in the service
charges assessed on checking accounts.

Non-insured  investment  product income was $104,000 for the three-month  period
ended  December  31, 2006  compared to $83,000 for the same period in 2005.  The
increase is primarily attributed to an increase in the commissions earned on the
sales of these products.

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

Total  operating  expenses for the  three-month  period ended  December 31, 2006
totaled $3.1 million  compared to $2.9 million for the same period in 2005.  The
increase is primarily  attributed  to an increase in  compensation  and benefits
expense, an increase in office occupancy and equipment expense,  and an increase
in losses on the sales of foreclosed real estate, partially offset by a decrease
in depreciation and amortization expense.

Compensation  and benefits  expense was $2.0 million for the three-month  period
ended  December  31, 2006  compared to $1.9 million for the same period in 2005.
The increase is due  primarily to normal  salary  increases  for  employees  and
increases in payroll tax expense.

                                       21

<PAGE>

Office occupancy and equipment  expense was $279,000 for the three-month  period
ended  December 31,  2006,  as compared to $258,000 for the same period in 2005.
The increase is  primarily  attributed  to an increase in furniture  fixture and
equipment  expense  and an  increase in office  building  tax expense  primarily
attributed to the new Carnegie branch.

Depreciation  and amortization  expense was $163,000 for the three-month  period
ended  December 31,  2006,  as compared to $175,000 for the same period in 2005.
The decrease reflects equipment becoming fully depreciated,  partially offset by
depreciation on additions.

Losses on the sales of foreclosed  real estate were $43,000 for the  three-month
period ended  December 31, 2006.  There were no sales of foreclosed  real estate
recorded for the  three-month  period ended  December 31, 2005.  At December 31,
2006, the Bank had five single-family residential properties, four of which were
acquired  from the same borrower as investment  properties,  and two  commercial
real estate properties classified as foreclosed real estate.

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

Total income tax expense for the three-month  period ended December 31, 2006 was
$204,000 compared to $257,000 for the same 2005 period.  The effective tax rates
for the three-month  periods ended December 31, 2006 and 2005 were approximately
19.7% and 21.1%,  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, 2006 was $2.1  million  and  $448,000,
respectively,  compared to $1.9  million  and  $450,000,  respectively,  for the
three-month period ended December 31, 2005.

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, 2006,
the Company had Tier 1 capital as a percentage of risk-weighted assets of 12.05%
and total risk-based capital as a percentage of risk-weighted assets of 12.66%.

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,
2006, the Company had a Leverage Ratio of 7.29%.

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, 2006, the Bank complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.34% of  average  total  assets,  as
defined.

                                       22

<PAGE>

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, 2006,  the Bank's total  capital to  risk-weighted  assets ratio  calculated
under the FDIC capital requirement was 10.41%.

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, 2006,  the total of approved  loan  commitments
amounted  to $3.9  million.  In  addition,  the  Company  had $11.3  million  of
undisbursed  loan funds at that date. The amount of savings  certificates  which
mature during the next twelve  months  totals  approximately  $99.4  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.

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,
                                                                            2006                  2006
                                                                            ----                  ----
                                                                                (in thousands)
<S>                                                                     <C>                    <C>
         Commitments to grant loans                                      $  3,931               $  7,443
         Unfunded commitments under lines of credit                        44,180                 43,416
         Financial and performance standby letters of credit                  268                    218
</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,
2006 for guarantees under standby letters of credit issued is not material.

                                       23

<PAGE>

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

          There  have  been  no  material   changes  in  information   regarding
          quantitative and qualitative disclosures about market risk at December
          31,  2006  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, 2006.

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.

Item 1A.  Risk Factors

          Risk Factor disclosures are presented at September 30, 2006 in Item 1A
          of Fidelity  Bancorp  Inc's Form 10-K,  filed with the SEC on December
          22, 2006. Management believes that there have been no material changes
          from the Company's risk factors as previously disclosed.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

          Not Applicable

Item 3.   Defaults Upon Senior Securities

          Not Applicable

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

          None

                                       24

<PAGE>


Item 5.  Other Information

         (a) Not applicable.

         (b) Not applicable.

Item 6.  Exhibits

         The following exhibits are filed as part of this Report.

          3.1  Articles of Incorporation (1)
          3.2  Amended Bylaws (2)
          4.1  Common Stock Certificate (1)
          4.2  Rights  Agreement dated June 30, 2003 between  Fidelity  Bancorp,
               Inc. and Registrar and Transfer Company (3)
          4.3  Amendment No. 1 to Rights Agreement (4)
          4.4* Indenture,  dated as of  September  26,  2002,  between  Fidelity
               Bancorp,  Inc.  and  State  Street  Bank  and  Trust  Company  of
               Connecticut, National Association
          4.5* 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.
          4.6* 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 (5)
          10.4 1997 Employee Stock Compensation Program (6)
          10.5 1993 Directors' Stock Option Plan (5)
          10.6 1998 Group Term Replacement Plan (7)
          10.7 1998 Salary  Continuation  Plan  Agreement  by and  between  W.L.
               Windisch, the Company and the Bank (7)
          10.8 1998 Salary  Continuation  Plan  Agreement  by and  between  R.G.
               Spencer, the Company and the Bank (7)
          10.9 1998 Salary  Continuation  Plan  Agreement  by and  between  M.A.
               Mooney, the Company and the Bank (7)
          10.10 Salary Continuation Plan Agreement with Lisa L. Griffith (2)
          10.11 1998 Stock Compensation Plan (8)
          10.12 2000 Stock Compensation Plan (9)
          10.13 2001 Stock Compensation Plan (10)
          10.14 2002 Stock Compensation Plan (11)
          10.15 2005 Stock-Based Incentive Plan (12)
          10.16 Form of Directors Indemnification Agreement
          20.1 Dividend Reinvestment Plan (13)
          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

*    Not filed in  accordance  with the  provisions  of Item  601(b)(4)(iii)  of
     Regulation  S-K. The Company agrees to provide a copy of these documents to
     the Commission upon request.

                                       25

<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-K
     filed with the SEC on December 29, 2003.
(3)  Incorporated by reference from Form 8-A filed March 31, 2003.
(4)  Incorporated  by  reference  to  exhibit  4.2  to  Amendment  No.  1 to the
     Company's Registration Statement on Form 8-A filed March 17, 2005.
(5)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     May 2, 1997.
(6)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 12, 1998.
(7)  Incorporated by reference to an identically  numbered  exhibit in Form 10-K
     filed with the SEC on December 29, 1998.
(8)  Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 25, 1999.
(9)  Incorporated by reference to Exhibit 4.1 to the Form S-8 filed with the SEC
     on January 19, 2001.
(10) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     January 29, 2002.
(11) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     February 26, 2003.
(12) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
     March 7, 2005.
(13) Incorporated by reference to an identically  numbered  exhibit in Form 10-Q
     filed with the SEC on February 14, 2000.

                                       26

<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 13, 2007    By:  /s/ Richard G. Spencer
                                  ----------------------------------------------
                                  Richard G. Spencer
                                  President and Chief Executive Officer


Date:   February 13, 2007    By:  /s/ Lisa L. Griffith
                                  ----------------------------------------------
                                  Lisa L. Griffith
                                  Sr. Vice President and Chief Financial Officer


                                       27