U.S. Securities and Exchange Commission

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2000
                                  -------------

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

   For the transition period from ____________________ to ____________________

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

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

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

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

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

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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,901,702 shares, par value
$0.01, at July 20, 2000                              ---------------------------
-----------------------




<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

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

               Consolidated Statements of Financial Condition as of June 30, 2000 and September 30, 1999                        1

               Consolidated Statements of Income for the Three and Nine Months Ended June 30, 1999 and 2000                     2

               Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2000 and 1999                         3-4

               Consolidated Statement of Changes in Stockholders' Equity for the Nine Months Ended June 30, 2000                5

               Notes to Consolidated Financial Statements                                                                       6

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

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                                      15


Part II-       Other Information

Item l.        Legal Proceedings                                                                                               16

Item 2.        Changes in Securities                                                                                           16

Item 3.        Defaults Upon Senior Securities                                                                                 16

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

Item 5.        Other Information                                                                                               16

Item 6.        Exhibits and Reports on Form 8-K                                                                             16-17

Signatures                                                                                                                     18

</TABLE>


<PAGE>



Part I - Financial Information
Item 1 - Financial Statements

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

                                                           June 30,    September 30,
              Assets                                          2000         1999
              ------                                          ----         ----
<S>                                                      <C>          <C>
Cash and amounts due from
   depository institutions                                $   7,176    $   4,304
Interest-earning demand deposits with
   other institutions                                           929          364
Investment securities held-to-maturity                        9,931        3,625
Investment securities available-for-sale                     77,276       77,737
Loans receivable, net  (Notes 5 and 6)                      309,314      275,958
Mortgage-backed securities held-to-maturity                  13,254       13,400
Mortgage-backed securities available-for-sale                74,084       82,850
Real estate owned, net                                          324          107
Federal Home Loan Bank stock - at cost                       10,018        8,795
Accrued interest receivable, net                              3,113        2,886
Office premises and equipment, net                            4,582        4,700
Deferred tax asset                                            3,552        3,155
Prepaid expenses and other assets                             4,807        4,662
                                                          ---------    ---------
       Total Assets                                       $ 518,360    $ 482,543
                                                          =========    =========
         Liabilities and Net worth
Liabilities:
   Savings and time deposits                              $ 275,617    $ 269,118
   Federal Home Loan Bank advances                          193,817      170,600
   Reverse repurchase agreements and other
      borrowings                                              5,260        3,041
   Advance deposits by borrowers for
      taxes and insurance                                     3,858        1,298
   Accrued interest on savings and other deposits             1,055        1,153
   Accrued income taxes payable                                 181          199
   Other accrued expenses and liabilities                     1,102          838
   Guaranteed preferred beneficial interest in
       Company's debentures                                  10,250       10,250
                                                          ---------    ---------
       Total Liabilities                                    491,140      456,497
                                                          ---------    ---------

Stockholders' equity (Notes 3 and 4):
   Common stock, $0.01 par value per share,
      10,000,000 shares authorized; 2,008,317
      and 1,989,883 shares issued, respectively                  20           20
   Treasury stock, at cost - 106,575 and  55,575 shares      (1,680)        (953)
   Additional paid-in capital                                14,492       14,305
   Retained earnings - substantially restricted              19,220       16,736
   Accumulated other comprehensive income (loss), net
      of tax                                                 (4,832)      (4,062)
                                                          ---------    ---------
       Total Stockholders' Equity                            27,220       26,046
                                                          ---------    ---------
       Total Liabilities and Stockholders' Equity         $ 518,360    $ 482,543
                                                          =========    =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       -1-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
                  Consolidated Statements of Income (Unaudited)
                  ---------------------------------------------
                      (in thousands, except per share data)
<TABLE>
<CAPTION>
                                              Three Months Ended      Nine Months Ended
                                                    June 30,               June 30,
                                              -------------------    -------------------
                                                 2000       1999        2000       1999
                                              --------   --------    --------   --------
<S>                                          <C>        <C>         <C>        <C>
Interest income:
   Loans                                      $  5,926   $  4,862    $ 17,123   $ 14,152
   Mortgage-backed securities                    1,515      1,727       4,599      5,077
   Investment securities                         1,601      1,248       4,493      3,434
   Deposits with other institutions                  8          7          25         27
                                              --------   --------    --------   --------
      Total interest income                      9,050      7,844      26,240     22,690
                                              --------   --------    --------   --------
Interest expense:
   Savings deposits                              2,668      2,527       7,855      7,975
   Guaranteed preferred beneficial interest
      in subordinated debt                         256        263         768        775
   Borrowed funds                                3,051      2,025       8,253      5,319
                                              --------   --------    --------   --------
      Total interest expense                     5,975      4,815      16,876     14,069
                                              --------   --------    --------   --------
Net interest income before provision
   for loan losses                               3,075      3,029       9,364      8,621
Provision for loan losses                          120        155         360        360
                                              --------   --------    --------   --------
Net interest income after provision
   for loan losses                               2,955      2,874       9,004      8,261
                                              --------   --------    --------   --------
Other income:
   Loan service charges and fees                    53         34         151        106
   Gain (loss) on sale of investment
      and mortgage-backed securities, net           16         --         100         74
   Gain (loss) on sale of loans                      3          1           8          6
   Deposit service charges and fees                157        151         482        398
   Other operating income                          207        186         610        530
                                              --------   --------    --------   --------
      Total other income                           436        372       1,351      1,114
                                              --------   --------    --------   --------
Operating expenses:
   Compensation and employee benefits            1,218      1,165       3,649      3,540
   Occupancy and equipment expense                 181        216         525        635
   Depreciation and amortization                   149        139         436        434
   Federal insurance premiums                       15         40          69        118
   (Gain) loss on real estate owned, net             2         (1)         26        (40)
   Other operating expenses                        453        471       1,391      1,399
                                              --------   --------    --------   --------
      Total operating expenses                   2,018      2,030       6,096      6,086
                                              --------   --------    --------   --------

Income before income tax provision               1,373      1,216       4,259      3,289
Income tax provision                               395        334       1,203        921
                                              --------   --------    --------   --------
Net income                                    $    978   $    882    $  3,056   $  2,368
                                              ========   ========    ========   ========
Basic earnings per common share (Note 3)      $   0.52   $   0.45    $   1.60   $   1.20
                                              ========   ========    ========   ========
Diluted earnings per common share (Note 3)    $   0.51   $   0.44    $   1.59   $   1.17
                                              ========   ========    ========   ========
Dividends per common share                    $   0.10   $   0.10    $   0.30   $   0.28
                                              ========   ========    ========   ========
</TABLE>

See accompanying notes to consolidated financial statements.
                                       -2-

<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows (Unaudited)
                -------------------------------------------------

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                         Nine Months Ended June 30,
                                                                         --------------------------
                                                                               2000        1999
                                                                             -------     -------
<S>                                                                        <C>         <C>
Operating Activities:
---------------------
     Net income                                                             $  3,056    $  2,368
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                                               360         360
         (Gain) loss on real estate owned                                         26         (40)
         Depreciation of premises and equipment                                  436         434
         Deferred loan fee amortization                                         (130)       (211)
         Amortization of investment and mortgage-backed securities
          discounts/premiums, net                                                122         276
         Net (gain) loss on sale of investment securities                       (100)       (127)
         Net (gain) loss on sale of mortgage-backed securities                    --          53
         Net (gain) loss  on sale of loans                                        (8)         (6)
         Origination of loans held-for-sale                                      (63)       (477)
         Proceeds from sale of loans held-for-sale                                63         479
         (Increase) decrease in interest receivable                             (227)       (210)
         Increase (decrease) in accrued income taxes                             (18)         (8)
         Increase (decrease) in interest payable                                 (98)        (39)
         Other changes, net                                                     (124)        933
                                                                             -------     -------
        Net cash provided (used) by operating activities                       3,295       3,785
                                                                             -------     -------
Investing Activities:
---------------------
     Proceeds from sales of investment securities available-for-sale           5,337       1,558
     Proceeds from maturities and principal repayments of
        Investment securities available-for-sale                               4,002      11,508
     Purchases of investment securities available-for-sale                    (9,310)    (34,787)
     Proceeds from sales of mortgage-backed securities available-for-sale       --         3,171
     Proceeds from maturities and principal repayments of  mortgage-
        backed securities available-for-sale                                   8,040      21,971
     Purchases of mortgage-backed securities available-for-sale                 --       (38,532)
     Proceeds from maturities and principal repayments of investment
        Securities held-to-maturity                                             --         5,000
     Purchases of investment securities held-to-maturity                      (6,302)     (2,004)
     Purchases of mortgage-backed securities held-to-maturity                 (1,974)       --
     Proceeds from principal repayments of mortgage-backed
       securities held-to-maturity                                             2,084       5,379
     Net (increase) decrease in loans                                        (34,573)    (38,959)
     Proceeds from sale of other loans                                           995         335
     Additions to office premises and equipment                                 (318)     (1,660)
  Net purchases of FHLB Stock                                                 (1,222)     (2,780)
                                                                             -------     -------
  Net cash provided (used) by investing activities                           (33,241)    (69,800)
                                                                             -------     -------

</TABLE>
                                       -3-
<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statements of Cash Flows (Unaudited) (Cont'd.)
           -------------------------------------------------
                                 (in thousands)
<TABLE>
<CAPTION>
                                                         Nine Month Ended June 30,
                                                              2000        1999
                                                           --------    --------
<S>                                                       <C>         <C>
Financing Activities:
---------------------
Net increase (decrease) in savings and time deposits          6,499       8,320
Increase (decrease) in reverse repurchase agreements and      2,219       1,922
  other borrowings
Net increase (decrease) in FHLB advances                     23,217      57,100
Increase in advance payments by borrowers for
  taxes and insurance                                         2,560       2,102
Cash dividends paid                                            (572)       (554)
Stock options exercised                                         127          36
Proceeds from sale of stock                                      60          77
Purchase of treasury stock                                     (727)       (511)
                                                           --------    --------
Net cash provided (used) by financing activities             33,383      68,492
                                                           --------    --------

Increase (decrease) in cash and cash equivalents              3,437       2,477

Cash and cash equivalents at beginning of period              4,668       3,152
                                                           --------    --------
Cash and cash equivalents at end of period                 $  8,105    $  5,629
                                                           ========    ========

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

Cash paid during the period for:
  Interest on deposits and other borrowings                $ 16,975    $ 13,978
  Income taxes                                             $  1,221    $    915
                                                           --------    --------
Transfer of loans to real estate owned                     $    330    $    135
                                                           --------    --------

</TABLE>

See accompanying notes to consolidated financial statements.

                                       -4-
<PAGE>

                          FIDELITY BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statement of Changes in Stockholders' Equity (Unaudited)

                                      (in thousands)
<TABLE>
<CAPTION>
                                                                                     Accumulated
                                                                                       Other
                                                   Additional                       Comprehensive
                                           Common   Paid-in    Treasury   Retained  Income (Loss)
                                           Stock    Capital      Stock    Earnings    Net of Tax     Total
==================================== ============= ========= ========== ===========  =========== ============

<S>                                        <C>    <C>       <C>          <C>        <C>            <C>
Balance at September 30, 1999               $  20  $ 14,305  $   (953)    $ 16,736   $ (4,062)      $26,046

Comprehensive income:
     Net income                                                              3,056                    3,056
     Other comprehensive loss,
       net of tax of ($396)                                                              (770)         (770)
                                            -----   -------   -------     --------    -------       -------
Total comprehensive income (loss)              --       --         --        3,056       (770)        2,286

    Cash dividends paid                                                       (572)                    (572)

    Treasury stock purchased -
       51,000 shares                                             (727)                                 (727)

    Sale of stock through Dividend
       Reinvestment Plan                                 60                                              60

  Stock options exercised                               127                                             127
                                            -----   -------   -------     --------    -------       -------
Balance at June 30, 2000                    $  20   $14,492   $(1,680)    $ 19,220    $(4,832)      $27,220
                                            =====   =======   =======     ========    ========      =======

</TABLE>
                                       -5-

<PAGE>
                     FIDELITY BANCORP, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements - (Unaudited)
                      September 30, 1999 and June 30, 2000

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

(2) Basis of Presentation
    ---------------------
The accompanying  consolidated  financial statements were prepared in accordance
with  instructions  to Form 10-Q, and therefore,  do not include  information or
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles.  However, all normal recurring adjustments, which, in the opinion of
management,  are necessary for a fair presentation of the financial  statements,
have been included.  These  financial  statements  should be read in conjunction
with  the  audited  financial  statements  and the  accompanying  notes  thereto
included in the Company's  Annual Report for the fiscal year ended September 30,
1999.  The results for the three and nine month  periods ended June 30, 2000 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending September 30, 2000 or any other future period.

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

<TABLE>
<CAPTION>
                                                 Three Months Ended June 30,             Nine Months Ended June 30,
                                                      2000            1999                 2000                 1999
                                                 --------------------------            ------------------------------
<S>                                                <C>             <C>                  <C>                   <C>
Numerator:
Net Income                                          $  978          $  882               $3,056                $2,368
                                                     -----           -----                -----                 -----
  Numerator for basic and diluted
  earnings per share                                $  978          $  882               $3,056                $2,368
                                                     -----           -----                -----                 -----
Denominator:
  Denominator for basic earnings per
  share - weighted average shares                    1,899           1,969                1,906                 1,977
Effect of dilutive securities:
  Employee stock options                                 8              46                   16                    46
                                                     -----           -----                -----                 -----
Denominator for diluted earnings per share -
weighted average shares                              1,907           2,015                1,922                 2,023
                                                     -----           -----                -----                 -----
Basic earnings per share                            $  .52          $  .45               $ 1.60                $ 1.20
                                                     -----           -----                -----                 -----
Diluted earnings per share                          $  .51          $  .44               $ 1.59                $ 1.17
                                                     -----           -----                -----                 -----

</TABLE>

                                       -6-
<PAGE>

(4) Securities
    ----------
The Company accounts for investments in debt and equity securities in accordance
with SFAS No. 115, which requires that investments be classified as either:  (1)
Securities   Held-to-  Maturity  -  reported  at  amortized  cost,  (2)  Trading
Securities  - reported at fair value,  or (3)  Securities  Available-for-Sale  -
reported   at  fair   value.   Unrealized   gains  and  losses  for   securities
available-for-sale  are reported as other comprehensive  income in stockholders'
equity. Unrealized losses of $4.8 million, net of tax, on investments classified
as available-for-sale are recorded at June 30, 2000.

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

<TABLE>
<CAPTION>
                                                                                           June 30    September 30,
                                                                                            2000           1999
                                                                                         ---------- -------------
<S>                                                                                      <C>           <C>
        First  mortgage loans:
                       Conventional:
                           1-4 family dwellings                                           $185,340      $156,112
                           Multi-family dwellings                                            4,100         4,007
                       Commercial                                                           25,054        26,513
                       Construction                                                         11,167        22,689
                                                                                           -------        ------
                                                                                           225,661       209,321
                                                                                           -------       -------
        Less:
                       Loans in process                                                     (7,979)      (14,696)
                       Unearned discounts and fees                                          (1,532)       (1,453)
                                                                                           -------       -------
                                                                                           216,150       193,172
                                                                                           -------       -------
        Installment Loans:
                       Home equity                                                          55,907        51,316
                       Consumer loans                                                        1,682         1,802
                       Credit cards                                                          2,978         2,859
                       Other                                                                 1,595         1,892
                                                                                           -------       -------
                                                                                            62,162        57,869
                                                                                           -------       -------
        Commercial business loans and leases:
                       Commercial business loans                                            28,064        22,072
                       Commercial leases                                                     5,595         5,322
                                                                                           -------       -------
                                                                                            33,659        27,394
                                                                                           -------       -------

        Less:  Allowance for loan losses                                                    (2,657)       (2,477)
                                                                                           -------       -------

                       Loans receivable, net                                              $309,314      $275,958
                                                                                          --------      --------
</TABLE>

(6) Changes in the  allowance for loan losses for the nine months ended June 30,
2000 and 1999 are as follows (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                                                              2000         1999
                                                                                              ----         ----
<S>                                                                                        <C>          <C>
        Balance at beginning of the fiscal year                                             $2,477       $2,243
        Provision for loan losses                                                              360          360
        Charge-offs                                                                           (203)        (312)
        Recoveries                                                                              23           17
                                                                                            ------       ------
        Balance at June 30,                                                                 $2,657       $2,308
                                                                                            ------       ------
</TABLE>

                                       -7-
<PAGE>

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

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

At June 30, 2000,  the recorded  investment  in loans that are  considered to be
impaired under SFAS No. 114 was $104,000. Included in this amount is $104,000 of
impaired loans for which the related  allowance for loan losses is $10,000,  and
no impaired  loans that as a result of  write-downs do not have an allowance for
loan losses.  The average recorded  investment in impaired loans during the nine
months  ended June 30, 2000 was  $154,000.  For the nine  months  ended June 30,
2000,  the Company  recognized no interest  income on those impaired loans using
the cash basis of income recognition.

(7) Comprehensive Income
    --------------------
For the  three  and  nine  months  ended  June 30,  2000,  the  Company's  total
comprehensive income was $1.32 million and $2.286 million, respectively, and for
the three and nine months ended June 30, 1999 the Company's total  comprehensive
loss was ($1.788 million) and ($1.156 million), respectively.

(8) Subsequent Events
    -----------------
On  February  18,  2000,  the  Company  announced  the  signing of a  Definitive
Agreement and Plan of Merger whereby Fidelity Bancorp, Inc. will acquire all the
outstanding common stock of Pennwood Bancorp,  Inc.  ("Pennwood") for $13.10 per
share in cash or  approximately  $7.5  million.  Subsequently,  on May 9,  2000,
Fidelity Bank signed an agreement to sell the real property, furniture, fixtures
and equipment and to transfer the related  deposits of the two branch offices of
Pennwood  located in Kittanning,  Pennsylvania  to The Farmers  National Bank of
Kittanning  ("Farmers").  The  acquisition  of  Pennwood  and  the  sale  of the
Kittanning branches to Farmers were completed on July 14, 2000.



                                       -8-
<PAGE>

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

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

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

On  February  18,  2000,  the  Company  announced  the  signing of a  Definitive
Agreement and Plan of Merger whereby Fidelity Bancorp, Inc. will acquire all the
outstanding common stock of Pennwood Bancorp,  Inc.  ("Pennwood") for $13.10 per
share in cash or  approximately  $7.5  million.  Subsequently,  on May 9,  2000,
Fidelity Bank signed an agreement to sell the real property, furniture, fixtures
and equipment and to transfer the related  deposits of the two branch offices of
Pennwood  located in Kittanning,  Pennsylvania  to The Farmers  National Bank of
Kittanning  ("Farmers").  The  acquisition  of  Pennwood  and  the  sale  of the
Kittanning branches to Farmers were completed on July 14, 2000.

Comparison of Financial Condition at September 30, 1999 and June 30, 2000
-------------------------------------------------------------------------

Total assets of the Company increased $35.8 million or 7.4% to $518.4 million at
June 30, 2000 from $482.5 million at September 30, 1999.  Significant changes in
individual  categories  were  increases in loans  receivable  of $33.4  million,
investment  securities  held-to-maturity  of  $6.3  million  and a  decrease  in
mortgage-backed securities available-for-sale of $8.8 million.

Total  liabilities  of the Company  increased by $34.6 million or 7.6% to $491.1
million at June 30, 2000 from $456.5 million at September 30, 1999. The increase
primarily  reflects a $23.2 million  increase in Federal Home Loan Bank advances
and a $6.5 million increase in savings and time deposits.

Stockholders' equity increased $1.2 million or 4.5% to $27.2 million at June 30,
2000,  compared to September 30, 1999.  This result  reflects net income for the
nine-month period ended June 30, 2000 of $3.056 million, stock options exercised
of $127,000 and stock issued  under the Dividend  Reinvestment  Plan of $60,000.
Offsetting these increases were common stock cash dividends paid of $572,000, an
increase in  accumulated  other  comprehensive  loss,  net of tax, on securities
available-for-sale  of $770,000,  and the purchase of treasury stock at cost for
$727,000.

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


                                       -9-
<PAGE>
<TABLE>
<CAPTION>
                                                                                 June 30,                   September 30
                                                                                     2000                           1999
                                                                                     ----                           ----
<S>                                                                               <C>                            <C>
        Non-accrual residential real estate loans
            (one-to-four family)                                                   $  289                         $  250

        Non-accrual construction, multi family
            residential and commercial real estate loans                              312                          1,362

        Non-accrual installment and commercial
            business loans                                                            467                            773
                                                                                   ------                         ------

        Total non-performing loans                                                 $1,068                         $2,385
                                                                                   ======                         ======

        Total non-performing loans as a percent of
            net loans receivable                                                      .35%                           .86%
                                                                                   ======                         ======

        Total real estate owned, net of related
            Reserves                                                               $  324                         $  107
                                                                                   ======                         ======

        Total non-performing loans and real estate
            owned as a percent of total assets                                        .27%                           .52%
                                                                                   ======                         ======
</TABLE>


Included  in  non-performing  loans  at June 30,  2000  are  four  single-family
residential  real estate loans totaling  $289,000,  two  commercial  real estate
loans totaling $312,000, 10 home equity and installment loans totaling $232,000,
and three commercial business loans totaling $235,000.

At June 30, 2000,  the Company had an allowance  for loan losses of $2.7 million
or .86% of net loans receivable,  as compared to an allowance of $2.5 million or
 .90% of net loans  receivable  at September  30, 1999.  The  allowance  for loan
losses equals 248.8% of  non-performing  loans at June 30, 2000.  See "Provision
for Loan Losses."



                                      -10-


<PAGE>
                       Comparison of Results of Operations
                       -----------------------------------
           for the Three and Nine Months Ended June 30, 2000 and 1999
           ----------------------------------------------------------

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

Net income for the three  months  ended June 30, 2000 was  $978,000  compared to
$882,000  for the same  period in 1999,  an  increase  of $96,000 or 10.9%.  The
increase  reflects  an  increase in net  interest  income of $46,000 or 1.5%,  a
decrease in the  provision  for loan losses of $35,000 or 22.6%,  an increase in
other  income of  $64,000 or 17.2%,  and a decrease  in  operating  expenses  of
$12,000 or .6%.  Partially  offsetting  these  factors  was an  increase  in the
provision for income taxes of $61,000 or 18.3%.

Net income for the nine months ended June 30, 2000 was $3.1 million  compared to
$2.4 million for the same period in 1999, an increase of $688,000 or 29.0%.  The
increase  reflects an increase in net interest income of $743,000 or 8.6% and an
increase  in other  income of  $237,000  or 21.3%.  Partially  offsetting  these
factors was an increase in operating  expenses of $10,000 or .2% and an increase
in the provision for income taxes of $282,000 or 30.6%.

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

The Company's  interest rate spread, the difference between yields calculated on
a  tax-equivalent  basis  on  interest-earning  assets  and the  cost of  funds,
decreased  to 2.57% in the three  months  ended June 30,  2000 from 2.75% in the
same period in 1999. The following  table shows the average yields earned on the
Bank's   interest-earning   assets   and   the   average   rates   paid  on  its
interest-bearing  liabilities for the periods indicated,  the resulting interest
rate spreads, and the net yields on interest-earning assets.

                                                          Three Months Ended
                                                              June 30,
                                                          2000          1999
                                                          ----          ----
        Average yield on:
          Mortgage loans                                  7.42%         7.49%
          Mortgage-backed securities                      6.83          6.23
          Installment loans                               8.16          8.06
          Commercial business loans                       9.20          8.87
          Interest -earning deposits with other
          Institutions, investment securities, and
          FHLB stock (1)                                  7.30          6.76
                                                          ----          ----
          Total interest-earning assets                   7.49          7.19
                                                          ----          ----

        Average rates paid on:
          Savings deposits                                3.90          3.79
          Borrowed funds                                  6.24          5.50
                                                          ----          ----
          Total interest-bearing liabilities              4.92          4.44
                                                          ----          ----

        Average interest rate spread                      2.57%         2.75%
                                                          ====          ====

        Net yield on interest-earning assets              2.66%         2.89%
                                                          ====          ====

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

                                      -11-


<PAGE>

The Company's tax-equivalent interest rate spread decreased to 2.69% in the nine
months  ended June 30,  2000 from 2.70% in the same period in fiscal  1999.  The
following  table shows the average yields earned on the Bank's  interest-earning
assets and the average rates paid on its  interest-bearing  liabilities  for the
periods indicated,  the resulting  interest rate spreads,  and the net yields on
interest-earning assets.

                                                               Nine Months
                                                              Ended June 30,
                                                          2000             1999
                                                          ----             ----
        Average yield on:
          Mortgage loans                                  7.49%            7.68%
          Mortgage-backed securities                      6.68             6.15
          Installment loans                               8.12             8.14
          Commercial business loans                       9.03             9.05
          Interest -earning deposits with other
          Institutions, investment securities, and
          FHLB stock (1)                                  7.15             6.72
                                                          ----             ----
          Total interest-earning assets                   7.44             7.25
                                                          ----             ----

        Average rates paid on:
          Savings deposits                                3.86             3.98
          Borrowed funds                                  5.96             5.59
                                                          ----             ----
          Total interest-bearing liabilities              4.75             4.55
                                                          ----             ----

        Average interest rate spread                      2.69%            2.70%
                                                          ====             ====

        Net yield on interest-earning assets              2.77%            2.86%
                                                          ====             ====

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


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

Interest on loans  increased $1.1 million or 21.9% to $5.9 million for the three
months  ended June 30, 2000,  compared to the same period in 1999.  The increase
reflects an  increase  in the average  loan  balance  outstanding  during  2000,
partially  offset  by a  decrease  in the yield  earned  on the loan  portfolio.
Interest on loans  increased  $3.0 million or 21.0% to $17.1 for the nine months
ended June 30, 2000, compared to the same period in fiscal 1999. The increase is
attributable to an increase in the average loan balance  outstanding  during the
2000 period,  partially offset by a decrease in the yield earned on these assets
in the fiscal 2000 period as  compared  to the same period in fiscal  1999.  The
increase in the average balance of the loan portfolio in the fiscal 2000 periods
reflects  management's  continued  strategy of emphasizing and increasing loans.
The lower yield earned on the  portfolio  reflects the lower long term  interest
rate  environment  that existed for much of fiscal 1999, as new loans originated
were at lower  rates and more  existing  borrowers  refinanced  into  lower rate
loans.  While  interest  rates  have risen in fiscal  2000,  the effect of loans
originated at these higher rates has not been significant as yet.


                                      -12-

<PAGE>



Interest  on  mortgage-backed  securities  decreased  $212,000  or 12.3% to $1.5
million and $478,000 or 9.4% to $4.6 million for the three and nine months ended
June 30,  2000,  respectively,  as  compared  to the same  periods in 1999.  The
decrease for both the three and nine month periods ended June 30, 2000, reflects
a decrease in the average  balance of  mortgage-backed  securities  owned in the
fiscal 2000 periods, partially offset by an increase in the average yield earned
on the portfolio.

Interest on  interest-earning  deposits with other  institutions  and investment
securities increased $354,000 or 28.2% to $1.6 million and $1.1 million or 30.5%
to $4.5 million for the three and nine month  periods  ended June 30,  2000,  as
compared to the same period in 1999.  The  increase  for both the three and nine
month  periods  ended June 30,  2000,  reflects  both an increase in the average
balance  in the  portfolio  and  an  increase  in  the  yield  earned  on  these
investments.

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

Interest on savings and time deposits increased $141,000 or 5.6% to $2.7 million
and  decreased  $120,000  or 1.5% to $7.9  million  for the three and nine month
periods  ended June 30, 2000,  respectively,  as compared to the same periods in
fiscal 1999.  The increase for the three month period in fiscal 2000 as compared
to fiscal 1999 reflects an increase in the average balance of savings  deposits,
as well as an increase in the average  cost of  deposits.  The  decrease for the
nine month period in fiscal 2000  reflects a decrease in the average cost of the
deposits,  partially  offset by an increase  in the  average  balance of savings
deposits in the fiscal 2000 period.

Interest on borrowed  funds  increased $1.0 million or 50.6% to $3.1 million and
$2.9 million or 55.2% to $8.3 million for the three and nine month periods ended
June 30, 2000, respectively, as compared to the same periods in fiscal 1999. The
increases  for both periods in fiscal 2000 as compared to fiscal 1999 reflect an
increase in the Federal Home Loan Bank ("FHLB") advances and reverse  repurchase
agreements outstanding during the fiscal 2000 periods, as well as an increase in
the cost of those  borrowings.  The Bank  continues  to rely on these  wholesale
funding sources in fiscal 2000 as an additional way to fund growth.

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

The Company's net interest  income  before  provision for loan losses  increased
$46,000 or 1.6% to $3.1  million,  and  $743,000 or 8.6% to $9.4 million for the
three and nine month periods ended June 30, 2000,  respectively,  as compared to
the same  periods in fiscal  1999.  The  increase  for both periods is primarily
attributable to an increase in net interest-earning  assets, partially offset by
a decreased interest rate spread.

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

The  provision  for loan losses  decreased  $35,000 or 22.6% to $120,000 for the
three month period ended June 30, 2000, as compared to the same period in fiscal
1999.  The provision was $360,000 for both the nine month periods ended June 30,
2000 and 1999. The provision for the periods reflects management's evaluation of
the loan portfolio,  current economic conditions, and other factors as described
below.  Based on this  evaluation,  the  allowance for loan losses has increased
from $2.3  million  at June 30,  1999 to $2.7  million  at June 30,  2000.  Loan
charge-offs,  net of recoveries,  were $180,000 and $295,000 for the nine months
ended June 30, 2000 and 1999, respectively.

                                      -13-

<PAGE>



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

Other Income
------------

Total  non-interest or other income  increased  $64,000 or 17.2% to $436,000 and
$237,000  or 21.3% to $1.4  million for the three and nine month  periods  ended
June 30, 2000, respectively, as compared to the same periods in fiscal 1999. The
increases for both the three and nine month periods  primarily reflect increased
gains  on the  sale of  investment  and  mortgage-backed  securities,  increased
deposit  service  charges,  increased  automated  teller  machine fees, and fees
earned from a program,  introduced in July 1998, to sell non-insured  investment
products such as mutual funds and annuities to both Bank and non-bank customers.

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

Total  operating  expenses for the three and nine month  periods  ended June 30,
2000, remained relatively unchanged as compared to the same periods in 1999. Due
to the consummation of the merger of Pennwood,  operating  expenses may increase
in future periods.

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

Income  taxes  increased  $61,000 or 18.3% to $395,000  and $282,000 or 30.6% to
$1.2  million  for the  three  and nine  month  periods  ended  June  30,  2000,
respectively, compared to the same periods in fiscal 1999. The increase in taxes
for both the three and nine month  periods  ended June 30, 2000,  as compared to
the same  periods in the prior  year,  primarily  results  from an  increase  in
taxable income.

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

The Federal Reserve Board measures capital  adequacy for bank holding  companies
on the  basis of a  risk-based  capital  framework  and a  leverage  ratio.  The
guidelines  include  the  concept of Tier 1 capital  and total  capital.  Tier 1
capital is essentially  common equity,  excluding net unrealized  gain (loss) on
securities  available-for-sale  and  goodwill,  plus certain  types of preferred
stock,  including  the  Preferred  Securities  issued by the Trust in 1997.  The
Preferred  Securities  may comprise up to 25% of the  Company's  Tier 1 capital.
Total  capital  includes  Tier 1 capital and other forms of capital  such as the
allowance for loan losses,  subject to limitations,  and subordinated  debt. The
guidelines  establish a minimum standard risk-based target ratio of 8%, of which
at least 4% must be in the form of Tier 1 capital. At June 30, 2000, the Company
had Tier 1 capital as a percentage of  risk-weighted  assets of 13.67% and total
risk-based capital as a percentage of risk-weighted assets of 14.54%.

                                      -14-


<PAGE>

In addition,  the Federal Reserve Board has established  minimum  leverage ratio
guidelines for bank holding companies.  These guidelines currently provide for a
minimum ratio of Tier 1 capital as a percentage  of total assets (the  "Leverage
Ratio") of 3% for bank holding companies that meet certain  criteria,  including
that they  maintain  the  highest  regulatory  rating.  All other  bank  holding
companies are required to maintain a Leverage Ratio of at least 4% or be subject
to prompt  corrective  action by the  Federal  Reserve.  At June 30,  2000,  the
Company had a Leverage Ratio of 8.34%.

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 June 30, 2000,  the Bank  complied with the minimum
leverage  ratio  having  Tier 1 capital of 6.95% of  average  total  assets,  as
defined.

The Bank is also  required to maintain a ratio of  qualifying  total  capital to
risk-weighted assets and off-balance sheet items of a minimum of 8%. At June 30,
2000, the Bank's total capital to  risk-weighted  assets ratio  calculated under
the FDIC capital requirement was 12.44%.

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 June 30, 2000, the total of approved loan commitments amounted
to $3.7 million.  In addition,  the Company had $8.0 million of undisbursed loan
funds at that date. The amount of savings  certificates  which mature during the
next twelve months totals  approximately $80.6 million, a substantial portion of
which management believes, on the basis of prior experience,  will remain in the
Company.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

           There  have  been  no  material  changes  in  information   regarding
           quantitative and qualitative  disclosures  about market risk from the
           information presented as of September 30, 1999 (in the Company's Form
           10-K) to June 30, 2000.



                                      -15-


<PAGE>

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


Item. 1  Legal Proceedings

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

Item 2.  Changes in Securities

             None

Item 3.  Defaults Upon Senior Securities

           Not Applicable

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

          None

Item 5.  Other Information

             None

Item 6.  Exhibits and Reports on Form 8-K
         (a)  Exhibits
              The following exhibits are filed as part of this Report.

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

                                      -16-
<PAGE>

         (b) Reports on Form 8-K

               On May 11, 2000,  the Company  filed a Form 8-K dated May 9, 2000
               to report that Fidelity Savings Bank, the wholly-owned subsidiary
               of Fidelity Bancorp,  Inc. signed a definitive agreement with The
               Farmers  National  Bank of Kittanning to sell to Farmers the real
               property,  furniture,  fixtures and equipment,  and to assume the
               deposit  liabilities of the two  Kittanning  branches of Pennwood
               Savings Bank.



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



                                      -17-


<PAGE>



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




                               FIDELITY BANCORP, INC.



Date:   July 28, 2000          By:  /s/ William L. Windisch
                                    --------------------------------------------
                                    William L. Windisch
                                    President and Chief Executive Officer


Date:   July 28, 2000          By:  /s/ Richard G. Spencer
                                    --------------------------------------------
                                    Richard G. Spencer
                                    Executive Vice President and
                                    Chief Financial Officer


                                      -18-