FIDELITY BANCORP, INC.
BYLAWS
ARTICLE I - STOCKHOLDERS


SECTION I.  ANNUAL MEETING

An annual meeting of the stockholders, for the election of Directors to succeed
those whose terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, on such date,
and at such time as the Board of Directors shall each year fix, which date
shall be within thirteen (13) months subsequent to the later of the date of
incorporation or the last annual meeting of stockholders.


SECTION 2.  SPECIAL MEETINGS.

Subject to the rights of the holders of any class or series of preferred stock
of the Corporation special meetings of stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of Directors which the Corporation would have if
there were no vacancies on the Board of Directors (hereinafter the "Whole
Board").


SECTION 3.  NOTICE OF MEETINGS.

Written notice of the place, date, and time of all meetings of the stockholders
shall be given, not less than ten (10) nor more than sixty (60) days before the
date on which the meeting is to be held, to each stockholder entitled to vote
at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the Delaware
General Corporation Law or the certificate of Incorporation of the
Corporation).

When a meeting is adjourned to another place, date or time, written notice need
not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, written notice of the place, date, and time
of the adjourned meeting shall be given in conformity herewith.  At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.


SECTION 4.  QUORUM.

At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy (after giving effect to the provisions of Article FOURTH of the
Corporation's Certificate of Incorporation), shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law.  Where a separate vote by a class or classes is
required, a majority of the shares of such class or classes present in person
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or represented by proxy (after giving effect to the provisions of Article
FOURTH of the Corporation's Certificate of Incorporation) shall constitute a
quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or
the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.

If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present person or by proxy constituting a quorum, then except as otherwise
required by law, those present in person or by proxy at such adjourned meeting
shall constitute a quorum, and all matters shall be determined by a majority of
the votes cast at such meeting.


SECTION 5.  ORGANIZATION.

Such person as the Board of Directors may have designated or, in the absence of
such a person, the Chairman of the Board of the Corporation or, in his or her
absence, such person as may be chosen by the holders of a majority of the
shares entitled to vote who are present, in person or by proxy, shall call to
order any meeting of the stockholders and act as chairman of the meeting.  In
the absence of the Secretary of the Corporation, the secretary of the meeting
shall be such person as the chairman appoints.


SECTION 6.  CONDUCT OF BUSINESS.

(a)  The chairman of any meeting of stockholders shall determine the order of
business and the procedures at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him or her in order. 
The date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at the meeting shall be announced at the
meeting.

(b)  At any annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b).  For business to be
properly brought before an annual meeting by a stockholder, the business must
relate to a proper subject matter for stockholder action and the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation.  To be timely, a stockholder's notice must be delivered or mailed
to and received at the principal executive offices of the Corporation not less
than ninety (90) days prior to the date of the annual meeting; provided,
however, that in the event that less than one hundred (100) days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made.  A stockholder's notice to the Secretary shall set forth as to each
matter such stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii)  the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business, (iii) the class and number of shares of the 
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Corporation's capital stock that are beneficially owned by such stockholder and
(iv) any material interest of such stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
brought before or conducted at an annual meeting except in accordance with the
provisions of this Section 6(b).  The Officer of the Corporation or other
person presiding over the annual meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 6(b), and,
if he should so determine, he shall so declare to the meeting and any such
business so determined to be not properly brought before the meeting shall not
be transacted.

At any special meeting of the stockholders, only such business shall be
conducted as shall be been brought before the meeting by or at the direction of
the Board of Directors.

(c)  Only persons who are nominated in accordance with the procedures set forth
in these Bylaws shall be eligible for election as Directors.  Nominations of
persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders at which directors are to be elected only (i) by
or at the direction of the Board of Directors or (ii) by any stockholder of the
Corporation entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 6(c).  Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made by timely notice in writing to the Secretary of the
Corporation.  To be timely, a stockholder's notice shall be delivered or mailed
to and received at the principal executive offices of the Corporation not less
than ninety (90) days prior to the date of the meeting; provided, however, that
in the event that less than one hundred (100) days' notice or prior disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.  Such stockholder's
notice shall set forth (i) as to each person whom such stockholder proposes to
nominate for election or re-election as a Director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act or 1934, as amended (including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); and (ii) as to the
stockholder giving the notice (a) the name and address, as they appear on the
Corporation's books, of such stockholder and (b) the class and number of shares
of the Corporation's capital stock that are beneficially owned by such
stockholder.  At the request of the Board of Directors any person nominated by
the Board of Directors for election as a Director shall furnish to the
Secretary of the Corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.  No person
shall be eligible for election as a director of the Corporation unless
nominated in accordance with the provisions of this Section 6(c).  The Officer
of the Corporation or other person presiding at the meeting shall, if the facts
so warrant, determine that a nomination was not made in accordance with such
provisions and, if he or she shall be so determine, he or she shall so declare
to the meeting and the defective nomination shall be disregarded.


SECTION 7.     PROXIES AND VOTING.

At any meeting of the stockholders, every stockholder entitled to vote may vote
in person or by proxy authorized by an instrument in writing filed in
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accordance with the procedure established for the meeting.  Any facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

All voting, including on the election of Directors but excepting where
otherwise required by law or by the governing documents of the Corporation, may
be made by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or his or her proxy, a stock vote shall be taken. 
Every stock vote shall be taken by ballot, each of which shall state the name
of the stockholder or proxy voting and such other information as may be
required under the procedures established for the meeting.  The Corporation
shall, in advance of any meeting of stockholders, appoint one or more
inspectors to act at the meeting and make a written report thereof.  The
Corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act.  If no inspector or alternate is able
to act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting.  Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability.

All elections shall be determined by a plurality of the votes cast, and except
as otherwise required by law or the Certificate of Incorporation, all other
matters shall be determined by a majority of the votes cast.


SECTION 8.     STOCK LIST.

A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole
time thereof and shall be open to the examination of any such stockholder who
is present.  This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.


SECTION 9.     CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.

Subject to the rights of the holders of any class or series of preferred stock
of the Corporation, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special
meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders.




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ARTICLE II - BOARD OF DIRECTORS

SECTION 1.  GENERAL POWERS, NUMBER AND TERM OF OFFICE.

The business and affairs of the Corporation shall be under the direction of its
Board of Directors.  The number of Directors who shall constitute the Whole
Board shall be such number as the Board of Directors shall from time to time
have designated except in the absence of such designation shall be six.  The
Board of Directors shall annually elect a Chairman of the Board from among its
members who shall, when present, preside at its meetings.

The Directors, other than those who may be elected by the holders of any class
or series of Preferred Stock, shall be divided, with respect to the time for
which they severally hold office, into three classes, with the term of office
of the first class to expire at the first annual meeting of stockholders, the
term of office of the second class to expire at the annual meeting of
stockholders one year thereafter and the term of office of the third class to
expire at the annual meeting of stockholders two years thereafter, with each
Director to hold office until his or her successor shall have been duly elected
and qualified.  At each annual meeting of stockholders, Directors elected to
succeed those Directors whose terms then expire shall be elected for a term of
office to expire at the third succeeding annual meeting of stockholders after
their election, with each Director to hold office until his or her successor
shall have been duly elected and qualified.


SECTION 2.  VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
     
Subject to the rights of the holders of any class or series of Preferred Stock,
and unless the Board of Directors otherwise determines, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the Directors then in office, though less than a
quorum, and Directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class to
which they have been elected expires and until such Director's successor shall
have been duly elected and qualified.  No decrease in the number of authorized
directors constituting the Board shall shorten the term of any incumbent
Director.


SECTION 3.  REGULAR MEETINGS.

Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all Directors.  A
notice of each regular meeting shall not be required.


SECTION 4.     SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by one-third (1/3) of
the Directors then in office (rounded up to the nearest whole number), by the
Chairman of the Board or the President and shall be held at such place, on such
date, and at such time as they, or he or she, shall fix.  Notice of the place,
date, and time of each such special meeting shall be given each Director by
whom it is not waived by mailing written notice not less than five (5) days
efore the meeting or by telegraphing or telexing or by facsimile transmission 
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of the same not less than twenty-four (24) hours before the meeting.  Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.


SECTION 5.  QUORUM.

At any meeting of the Board of Directors, a majority of the Whole Board shall
constitute a quorum for all purposes.  If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to another place,
date, or time, without further notice or waiver thereof.


SECTION 6.  PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

Members of the Board of Directors, or of any committee thereof, may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and such participation shall constitute
presence in person at such meeting.


SECTION 7.  CODE OF BUSINESS.

At any meeting of the Board of Directors, business shall be transacted in such
order and manner as the Board may from time to time determine, and all matters
shall be determined by the vote of a majority of the directors present, except
as otherwise provided herein or required by law.  Action may be taken by the
Board of Directors without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.


SECTION 8.     POWERS.

The Board of Directors may, except as otherwise required by law, exercise all
such powers and do all such acts and things as may be exercised or done by the
Corporation, including, without limiting the generality of the foregoing, the
unqualified power:

(1)  To declare dividends from time to time in accordance with law;

(2)  To purchase or otherwise acquire any property, rights or privileges on
such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or non-negotiable,
secured or unsecured, and to do all things necessary in connection therewith;

(4)  To remove any Officer of the Corporation with or without cause, and   from
time to time to devolve the powers and duties of any Officer upon any other
person for the time being:

(5)  To confer upon any Officer of the Corporation the power to appoint,   
remove and suspend subordinate Officers, employees and agents;

(6)  To adopt from time to time such stock, option, stock purchase, bonus  or
other compensation plans for Directors, Officers, employees and agents of the
Corporation and its subsidiaries as it may determine;
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(7)  To adopt from time to time such insurance, retirement, and other      
benefit plans for Directors, Officers, employees and agents of the Corporation
and its subsidiaries as it may determine; and,

(8)  To adopt from time to time regulations, not inconsistent with these   
Bylaws, for the management of the Corporation's business and affairs.


SECTION 9.  COMPENSATION OF DIRECTORS.

Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as Directors,
including, without limitation, their services as members of committees of the
Board of Directors.


SECTION 10. AGE LIMITATION OF DIRECTORS.

No person 75 or above years of age shall be eligible for election, reelection,
appointment, or reappointment to the Board of Directors of the Corporation.  No
Director shall serve as such beyond the regular meeting of the Corporation
which immediately precedes the director becoming 75 years of age.


SECTION 11.  RESIDENCY

From and after February 19, 1997, no person shall be eligible for nomination,
election, reelection, appointment or reappointment to the Board of Directors of
the Corporation unless at the date of such nomination, election, reelection,
appointment or reappointment, and for the twelve (12) month period immediately
preceding such date, such person has been a legal resident of the Chicago,
Illinois Primary Metropolitan Statistical Area, which is comprised of the
Illinois counties of Cook, DeKalb, DuPage, Grundy, Kane, Kendall, Lake, McHenry
and Will.


ARTICLE III - COMMITTEES

SECTION 1.     COMMITTEES OF THE BOARD OF DIRECTORS.

The Board of Directors, by a vote of a majority of the Board of Directors, may
from time to time designate committees of the Board, which such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for these committees and any others provided for herein,
elect a Director or Directors to serve as the member or members, designating,
if it desires, other Directors as alternate members who may replace any absent
or disqualified member at any meeting of the committee.   Any committee so
designated may exercise the power and authority of the Board of Directors to
declare a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law if the resolution which designates the committee or a
supplemental resolution of the Board of Directors shall so provide.  In the
absence or disqualification of any member of any committee and any alternate
member in his or her place, the member or members of the committee present at
the meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member.

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SECTION 2.     CONDUCT OF BUSINESS.

Each committee may determine the procedural rules for meeting and conducting
its business and shall act in accordance therewith, except as otherwise
provided herein or required by law.  Adequate provision shall be made for
notice to members of all meetings; one-third (1/3) of the members shall
constitute a quorum unless the committee shall consist of (1) or two (2)
members, in which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present.  Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.

SECTION 3.  NOMINATING COMMITTEE.

The Board of Directors shall appoint a Nominating Committee of the Board,
consisting of not less than three (3) members.  The Nominating Committee shall
have authority (a) to review any nominations for election to the Board of
Directors made by a stockholder of the Corporation pursuant to Section 6(c)(ii)
of Article I of these Bylaws in order to determine compliance with such Bylaw
and (b) to recommend to the Whole Board nominees for election to the Board of
Directors to replace those Directors whose terms expire at the annual meeting
of stockholders next ensuing.


ARTICLE IV - OFFICERS

SECTION 1.  POSITIONS

The Officers of the Corporation shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors.  The Board of Directors may also designate the Chairman of
the Board as an Officer.  The President shall be the Chief Executive Officer,
unless the Board of Directors designates the Chairman of the Board as Chief
Executive Officer.  The offices of the Secretary and Treasurer may be held by
the same person and a Vice President may also be either the Secretary or the
Treasurer.  The Board of Directors may designate one or more Vice Presidents as
Executive Vice President or Senior Vice President.  The Board of Directors may
also elect or authorize the appointment of such other Officers as the business
of the Corporation may require.  The Officers shall have such authority and
perform such duties as the Board of Directors may from time to time authorize
or determine.  In the absence of the action by the Board of Directors, the
Officer shall have such powers and duties as generally pertain to their
respective offices.


SECTION 2.     ELECTION AND TERM OF OFFICE.

The Officers of the Corporation shall be elected annually at the first meeting
of the Board of Directors held after each annual meeting of the stockholders. 
If the election of Officers is not held at such meeting, such election shall be
held as soon thereafter as possible.  Each Officer shall hold office until a
successor has been duly elected and qualified or until the Officer's death,
resignation or removal in the manner hereinafter provided.  Election or
appointment of an Officer, employee or agent shall not of itself create
contractual rights.  The Board of Directors may authorize the Corporation to
enter into an employment contract with any Officer; but no such contract shall
impair the right of the Board of Directors to remove any Officer at any time in
accordance with Section 3 of this Article IV.

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SECTION 3.     REMOVAL.

Any Officer may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation will be served thereby, but such removal,
shall be without prejudice to the contractual rights, if any, of the person so
removed.


SECTION 4.  VACANCIES.

A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.


SECTION 5.     REMUNERATION.

The remuneration of the Officers shall be fixed from time to time by the Board
of Directors.



ARTICLE V - STOCK

SECTION 1.     CERTIFICATES OF STOCK.

Each stockholder shall be entitled to a certificate signed by, or in the name
of the Corporation by, the Chairman of the Board or the President, and by the
Secretary certifying the number of shares owned by him or her.  Any or all of
the signatures on the certificate may be by facsimile.


SECTION 2.     TRANSFERS OF STOCK.

Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation.  Except where a
certificate is issued in accordance with Section 4 of Article V of these By-
laws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.


SECTION 3.     RECORD DATE.

In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders, or to receive payment of any
dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that if no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the next day preceding the
day on which the meeting is held, and, for determining stockholders entitled to
<PAGE>  9
receive payment of any dividend or other distribution or allotment or rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.


SECTION 4.  LOST, STOLEN OR DESTROYED CERTIFICATES.

In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.


SECTION 5.     REGULATIONS.

The issue, transfer, conversion and registration of certificates of stock shall
be governed by such other regulations as the Board of Directors may establish.


ARTICLE VI - NOTICES

SECTION 1.  NOTICES.

Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, Director, Officer, employee or
agent shall be in writing and may in every instance be effectively given by
hand delivery to the recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or
other courier.  Any such notice shall be addressed to such stockholder,
Director, Officer, employee or agent at his or her last known address as the
same appears on the books of the Corporation.  The time when such notice is
received, if hand delivered, or dispatched, if delivered through the mails or
by telegram or mailgram or other courier, shall be the time of the giving of
the notice.

SECTION 2.  WAIVERS.

A written waiver of any notice, signed by a stockholder, Director, Officer,
employee or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, Director, Officer, employee or agent.  Neither the
business nor the purpose of any meeting need be specified in such a waiver.


ARTICLE VII - MISCELLANEOUS

SECTION 1.  FACSIMILE SIGNATURES.

In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

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SECTION 2.  CORPORATE SEAL.

The Board of Directors may provide a suitable seal, containing the name of the
Corporation, which seal shall be in the charge of the Secretary.  If and when
so directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Treasurer or by an Assistant Secretary or an
assistant to the Treasurer.


SECTION 3.  RELIANCE UPON BOOKS, REPORTS AND RECORDS.

Each Director, each member of any committee designated by the Board of
Directors, and each Officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any of its
Officers or employees, or committees of the Board of Directors so designated,
or by any other person as to matters which such Director or committee member
reasonably believes are within such other person' professional or expert
competence and who has been selected with reasonable care by or on behalf of
the Corporation.


SECTION 4.  FISCAL YEAR.

The fiscal year of the Corporation shall commence on October 1 and end on
September 30 of each year.


SECTION 5.     TIME PERIODS.

In applying any provision of these Bylaws which requires that an act be done or
not be done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded, and the day
of the event shall be included.


ARTICLE VIII - AMENDMENTS

The Board of Directors may amend, alter or repeal these Bylaws at any meeting
of the Board, provided notice of the proposed change was given not less than
two days prior to the meeting.  The stockholders shall also have power to
amend, alter or repeal these Bylaws at any meeting of stockholders provided
notice of the proposed change was given in the notice of the meeting; provided,
however, that, notwithstanding any other provisions of the By-laws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the voting stock required by law, the Certificate of Incorporation,
any Preferred Stock Designation or these Bylaws, the affirmative votes of the
holders of at least 80% of the voting power of all the then-outstanding shares
of the Voting Stock, voting together as a single class, shall be required to
alter, amend or repeal any provisions of these Bylaws.

The above Bylaws are effective as of September 7, 1993, the date of
incorporation of Fidelity Bancorp, Inc.

Amended 2/18/97 to include Section 11. Article II - "Residency" (Effective
February 19, 1997)