<PAGE>
===============================================================================



                      SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.   20549

                                FORM 10-K

                Annual Report Pursuant to Section 13 of the 
                      Securities Exchange Act of 1934

                For the fiscal year ended September 30, 1996

                       Commission file number 0-22826


                         FIDELITY BANCORP, INC.
         (Exact name of registrant as specified in its charter)

                 Delaware                             36-3915246
         (State of incorporation)          (I.R.S. Employer Identification No.)

            5455 West Belmont Avenue, Chicago, Illinois   60641
                 (Address of principal executive offices)

                        Telephone (773) 736 - 4414
       Securities registered pursuant to Section 12 (b) of the Act: None
         Securities registered pursuant to Section 12 (g) of the Act:

                         Common Stock, par value $.01
                               (Title of class)

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 twelve
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K.  [ X ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, i.e., persons other than directors and executive officers of the
registrant is $41,990,830 and is based upon the last sales price as quoted on
Nasdaq Stock Market for November 27, 1996.

The Registrant has 2,784,075 shares of common stock outstanding as of November
27, 1996


                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 1997 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Form 10-K.
===============================================================================
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


                                 By:   /s/ Raymond S. Stolarczyk 
                                       -------------------------
                                       Raymond S. Stolarczyk
Date:  December 11, 1996                Chairman of the Board and
                                       Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated:

Name                                 Title                   Date

/s/ Raymond S. Stolarczyk   Chairman and Chief Executive    December 11, 1996
-------------------------   Officer
Raymond S. Stolarczyk

/s/ Thomas E. Bentel        President and Chief             December 11, 1996
-------------------------   Operating Officer
Thomas E. Bentel

/s/ Grant M. Berntson       Senior Vice President and       December 11, 1996
-------------------------   Corporate Secretary
Grant M. Berntson

/s/ James R. Kinney         Senior Vice President and       December 11, 1996
-------------------------   Chief Financial Officer    
James R. Kinney          

/s/ Paul J. Bielat          Director                        December 11, 1996
-------------------------
Paul J. Bielat

/s/ Myron H. Dudek          Director                        December 11, 1996
-------------------------
Myron H. Dudek

/s/ Patrick J. Flynn        Director                        December 11, 1996
-------------------------
Patrick J. Flynn

/s/ Raymond J. Horvat       Director                        December 11, 1996
-------------------------
Raymond J. Horvat

/s/ Bonnie J. Stolarczyk    Director                        December 11, 1996
-------------------------
Bonnie J. Stolarczyk