8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 17, 2007

FIDELITY D & D BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	333-90273	23-3017653
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

Blakely and Drinker Streets, Dunmore, PA	18512
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(570) 342-8281

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FIDELITY D & D BANCORP, INC.

CURRENT REPORT ON FORM 8-K

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 17, 2007, Fidelity D & D Bancorp, Inc. issued a press release describing its results of operations for the quarter and nine months ended September 30, 2007. A copy of the related press release is being furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
99.1	Copy of the Press Release, dated October 17, 2007.

2

SIGNATURE

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 hereunto duly authorized.

	FIDELITY D & D BANCORP, INC.
Date:  October 18, 2007	By:	/s/ Salvatore R. DeFrancesco, Jr.
		Salvatore R. DeFrancesco, Jr.
		Treasurer and Chief Financial Officer

3

EXHIBIT INDEX

EXHIBIT NO.
99.1	Copy of the Press Release, dated October 17, 2007.

4

EX-99.1

Exhibit 99.1

FIDELITY D & D BANCORP, INC.

FOR IMMEDIATE RELEASE

Date: October 17, 2007

Contacts:

Steven C. Ackmann	Salvatore R. DeFrancesco, Jr.
President and	Treasurer and
Chief Executive Officer	Chief Financial Officer
570-346-4156	570-504-8000

FIDELITY D & D BANCORP, INC.

THIRD QUARTER 2007 FINANCIAL RESULTS

Dunmore, PA – Fidelity D & D Bancorp, Inc. (OTC Bulletin Board: FDBC), parent company of The Fidelity Deposit and Discount Bank, announced net income for the quarter ended September 30, 2007 of $1,178,000, a 14% increase compared to $1,030,000 for the same quarter of 2006. Earnings per share on a fully diluted basis for the quarter totaled $0.57, up from $0.51 for the prior year period.

Net income for the nine months ended September 30, 2007 was $3,381,000, a 13% increase compared to net income of $3,000,000 for the same 2006 period. Earnings per share were $1.64 and $1.47 for the nine months ended September 30, 2007 and 2006, respectively.

Net interest income increased to $4,422,000 for the quarter ended September 30, 2007 from $4,313,000 recorded during the same quarter of 2006. Growth in the security and loan portfolios produced more interest income, which was partially offset by rising interest costs, resulting in higher net interest income earned for the third quarter of 2007. This improved the net interest margin to 3.31% for the third quarter of 2007 from 3.29% for same 2006 period.

Net interest income increased to $13,049,000 for the nine months ended September 30, 2007 from $12,809,000 recorded during the same quarter of 2006. Net interest margin was 3.34% during the nine months of 2007, up four basis points from 3.30% during the same 2006 period.

A credit to provision for loan loss was required during the quarter ended September 30, 2007 due to improved credit quality of classified loans. The third quarter and the first nine months of 2007 was a $60,000 credit compared to charges of $75,000 and $325,000 in the same 2006 quarter and nine month period, respectively. The allowance for loan losses was 1.17% of total loans at September 30, 2007, down from 1.41% at September 30, 2006.

Steven C. Ackmann, President and CEO stated, “We are pleased with the continued increase in quarterly earnings even in the face of a challenging rate and credit environment for banks in general. We are further encouraged by the 7% increase in deposits since the beginning of the year. Those increases came from enhanced products; strong selling efforts by our dedicated core of personal bankers and impressive growth in our popular, newly relocated Greenridge office. This quarter also saw us begin construction of our new West Scranton Branch; look for it to open late in the first quarter of 2008.”

Total other income recorded for the quarter ended September 30, 2007 was $1,309,000, compared with $1,136,000 for the same quarter in 2006. Growth in deposit service charges, other fee income and gains recorded from loan sales during in the third quarter of 2007 produced the $172,000 increase in other income compared to the third quarter of 2006. Total other income for the nine months ended September 30, 2007 was $3,852,000, up $503,000 compared to $3,349,000 for the same period in 2006.

Total other operating expenses increased from $3,996,000 to $4,189,000 for the quarters ending September 30, 2006 and 2007, respectively. The operating expense increase resulted primarily from salary and incentive expenses plus more occupancy, donation and ATM expenses occurring during in the third quarter of 2007 as compared to 2006. Total other operating expenses increased from $11,867,000 for the nine months ending September 30, 2006 to $12,390,000 for 2007.

The Company’s assets grew $26,783,000, or 5%, to total $589,101,000 at September 30, 2007 from $562,318,000 at December 31, 2006.

Fidelity D & D Bancorp, Inc. serves Lackawanna and Luzerne Counties through The Fidelity Deposit and Discount Bank’s 12 community banking offices and 20 ATM locations.

For more information please visit our investor relations web site located at www.the-fidelity.com.

This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. These factors include the possibility that increased demand or prices for the company’s financial services and products may not occur, changing economic, interest rate and competitive conditions, technological developments and other risks and uncertainties, including those detailed in the company’s filings with the Securities and Exchange Commission.

FIDELITY D & D BANCORP, INC.

Unaudited Condensed Consolidated Balance Sheets

At Period End:	Sep. 30, 2007			Jun. 30, 2007			Mar. 31, 2007			Dec. 31, 2006			Sep. 30, 2006
Assets
Total cash and cash equivalents	$	13,371,112		$	12,220,533		$	14,435,738		$	13,800,848		$	20,832,779
Investment securities	121,896,653			107,964,486			101,291,577			100,410,736			101,740,346
Federal Home Loan Bank Stock	3,558,300			4,151,900			3,598,600			3,795,100			3,259,400
Loans and leases	426,163,776			425,652,831			422,955,523			422,765,351			415,915,591
Allowance for loan losses	(4,990,855		)	(5,294,537		)	(5,359,758		)	(5,444,303		)	(5,843,538		)
Premises and equipment, net	13,306,479			13,331,402			10,941,355			11,324,465			11,296,696
Life insurance cash surrender value	8,408,987			8,331,225			8,254,777			8,177,961			8,105,171
Other assets	7,386,687			7,134,628			8,508,130			7,487,830			7,534,038
Total assets	$	589,101,139		$	573,492,468		$	564,625,942		$	562,317,988		$	562,840,483
Liabilities
Non-interest-bearing deposits	$	70,544,329		$	72,067,616		$	71,623,735		$	73,741,975		$	71,548,817
Interest-bearing deposits	368,512,228			349,263,741			342,443,261			336,592,620			348,180,970
Total deposits	439,056,557			421,331,357			414,066,996			410,334,595			419,729,787
Short-term borrowings	28,579,498			29,601,083			31,607,966			33,656,150			22,826,739
Long-term debt	62,917,875			66,125,522			62,331,630			62,536,210			65,590,062
Other liabilities	4,658,726			4,235,491			3,985,911			4,179,170			3,730,970
Total liabilities	535,212,656			521,293,453			511,992,503			510,706,125			511,877,558
Shareholders’ equity	53,888,483			52,199,015			52,633,439			51,611,863			50,962,925
Total liabilities and shareholders’ equity	$	589,101,139		$	573,492,468		$	564,625,942		$	562,317,988		$	562,840,483

Average Quarterly Balances:	Sep. 30, 2007		Jun. 30, 2007		Mar. 31, 2007		Dec. 31, 2006		Sep. 30, 2006
Assets
Total cash and cash equivalents	$	10,793,137	$	11,362,306	$	12,185,856	$	10,970,802	$	10,133,961
Investment securities	118,204,518		112,993,078		108,698,773		114,670,680		116,520,987
Loans and leases, net	420,402,304		415,200,287		419,942,066		412,624,062		414,380,326
Premises and equipment, net	13,311,760		10,994,719		11,194,541		11,260,563		11,480,499
Other assets	15,406,872		16,905,957		14,415,628		13,908,846		12,321,122
Total assets	$	578,118,591	$	567,456,347	$	566,436,864	$	563,434,953	$	564,836,895
Liabilities
Non-interest-bearing deposits	$	72,383,671	$	70,718,373	$	69,737,257	$	70,975,409	$	68,170,366
Interest-bearing deposits	359,341,338		344,421,824		354,901,749		344,024,072		349,113,993
Total deposits	431,725,009		415,140,197		424,639,006		414,999,481		417,284,359
Short-term borrowings and long-term debt	88,544,109		95,203,717		85,273,730		92,572,901		93,953,798
Other liabilities	4,723,440		4,208,926		4,341,031		4,501,801		3,968,526
Total liabilities	524,992,558		514,552,840		514,253,767		512,074,183		515,206,683
Shareholders’ equity	53,126,033		52,903,507		52,183,097		51,360,770		49,630,212
Total liabilities and shareholders’ equity	$	578,118,591	$	567,456,347	$	566,436,864	$	563,434,953	$	564,836,895

FIDELITY D & D BANCORP, INC.

Unaudited Condensed Consolidated Statements of Income

	Three Months Ended					Nine Months Ended
	Sep. 30, 2007			Sep. 30, 2006		Sep. 30, 2007			Sep. 30, 2006
Interest income
Loans and leases	$	7,345,777		$	7,226,814	$	21,890,563		$	20,858,722
Securities and other	1,546,569			1,367,752		4,317,977			4,000,449
Total interest income	8,892,346			8,594,566		26,208,540			24,859,171
Interest expense
Deposits	3,420,693			3,132,402		9,977,394			8,279,425
Borrowings and debt	1,049,298			1,148,667		3,182,045			3,770,516
Total interest expense	4,469,991			4,281,069		13,159,439			12,049,941
Net interest income	4,422,355			4,313,497		13,049,101			12,809,230
Provision for loan losses	(60,000		)	75,000		(60,000		)	325,000
Other income	1,308,761			1,136,275		3,851,538			3,349,052
Other expenses	4,189,171			3,995,764		12,389,767			11,866,663
Provision for income taxes	424,023			349,032		1,189,866			966,392
Net income	$	1,177,922		$	1,029,976	$	3,381,006		$	3,000,227

	Three Months Ended
	Sep. 30, 2007			Jun. 30, 2007		Mar. 31, 2007		Dec. 31, 2006		Sep. 30, 2006
Interest income
Loans and leases	$	7,345,777		$	7,260,240	$	7,284,546	$	7,268,584	$	7,226,814
Securities and other	1,546,569			1,424,138		1,347,270		1,401,955		1,367,752
Total interest income	8,892,346			8,684,378		8,631,816		8,670,539		8,594,566
Interest expense
Deposits	3,420,693			3,222,678		3,334,023		3,213,402		3,132,402
Borrowings and debt	1,049,298			1,139,144		993,603		1,097,766		1,148,667
Total interest expense	4,469,991			4,361,822		4,327,626		4,311,168		4,281,069
Net interest income	4,422,355			4,322,556		4,304,190		4,359,371		4,313,497
Provision for loan losses	(60,000		)	—		—		—		75,000
Other income	1,308,761			1,329,114		1,213,663		1,173,086		1,136,275
Other expenses	4,189,171			4,087,553		4,113,043		4,011,713		3,995,764
Provision for income taxes	424,023			405,384		360,459		395,688		349,032
Net income	$	1,177,922		$	1,158,733	$	1,044,351	$	1,125,056	$	1,029,976

FIDELITY D & D BANCORP, INC.

Selected Financial Ratios and Other Data

	Three Months Ended
	Sep. 30, 2007			Jun. 30, 2007			Mar. 31, 2007			Dec. 31, 2006			Sep. 30, 2006
Selected returns and financial ratios
Diluted earnings per share	$	0.57		$	0.56		$	0.51		$	0.54		$	0.51
Dividends per share	$	0.24		$	0.22		$	0.22		$	0.22		$	0.22
Yield on interest-earning assets (FTE)	6.56		%	6.61		%	6.65		%	6.55		%	6.45		%
Cost of interest-bearing liabilities	3.96		%	3.98		%	3.99		%	3.92		%	3.83		%
Net interest spread	2.60		%	2.63		%	2.66		%	2.63		%	2.62		%
Net interest margin	3.31		%	3.34		%	3.36		%	3.34		%	3.29		%
Return on average assets	0.81		%	0.82		%	0.75		%	0.79		%	0.72		%
Return on average equity	8.80		%	8.79		%	8.12		%	8.69		%	8.18		%
Efficiency ratio	72.05		%	71.16		%	72.86		%	71.31		%	71.85		%
Expense ratio	2.01		%	1.98		%	2.11		%	2.03		%	2.03		%

	Nine Months Ended
	Sep. 30, 2007			Sep. 30, 2006
Diluted earnings per share	$	1.64		$	1.47
Dividends per share	$	0.68		$	0.66
Yield on interest-earning assets (FTE)	6.60		%	6.29		%
Cost of interest-bearing liabilities	3.98		%	3.62		%
Net interest spread	2.62		%	2.67		%
Net interest margin	3.34		%	3.30		%
Return on average assets	0.79		%	0.71		%
Return on average equity	8.57		%	8.12		%
Efficiency ratio	72.01		%	71.80		%
Expense ratio	2.02		%	2.03		%

Other data

	Sep. 30, 2007			Jun. 30, 2007			Mar. 31, 2007			Dec. 31, 2006			Sep. 30, 2006
Book value per share	$	26.00		$	25.25		$	25.51		$	25.09		$	24.82
Equity to assets	9.15		%	9.10		%	9.32		%	9.18		%	9.05		%
Allowance for loan losses to:
Total loans	1.17		%	1.24		%	1.27		%	1.29		%	1.41		%
Non-accrual loans	1.07		x	1.21		x	1.69		x	1.62		x	1.43		x
Non-accrual loans to net loans	1.10		%	1.04		%	0.76		%	0.80		%	1.00		%
Non-performing assets to total assets	0.81		%	0.78		%	0.67		%	0.65		%	0.93		%