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):  January 29, 2009

FIDELITY D & D BANCORP, INC.

(Exact name of registrant as specified in its charter)

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

On January 29, 2009, Fidelity D & D Bancorp, Inc. issued a press release stating its determination to decline participation in the U.S. Treasury Department Troubled Asset Relief Program Capital Purchase Program. The Company also announced its participation in the FDIC’s Temporary Liquidity Guarantee Program.

A copy of the related press release is being furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 8.01 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 January 29, 2009.

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: January 30, 2009	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 January 29, 2009.

4

EX-99.1

Exhibit 99.1

FIDELITY D & D BANCORP, INC.

FOR IMMEDIATE RELEASE

January 29, 2009

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.

DECLINES PARTICIPATION IN U.S. TREASURY DEPARTMENT TARP

The Board of Directors of Fidelity D & D Bancorp, Inc. announced that it received preliminary approval from the U.S. Treasury Department to take part in the U.S. Treasury Troubled Asset Relief Program Capital Purchase Program (TARP CPP). Based on the company’s strong capital position, the Company has decided not to participate in the program.  The effect of accepting the preferred equity was also determined to not be in the best interest of our shareholders.

Just like the last 105 years, the Company’s sound capital base along with ample liquidity allows us to continue with expansion plans, serve our depositors, and fund loans to our community for the foreseeable future.

At December 31, 2008, the Company’s total risk-based capital ratio was 13.6%,    Tier 1 risk-based ratio was 12.6% and its leverage ratio was 9.9%.  The Company currently exceeds the regulatory guidelines with the Company’s capital adequacy levels above the “well-capitalized” regulatory requirements.

Steven C. Ackmann, President and CEO, says, “We are well-capitalized, solid, and continue to invest in our community.  Because we are so well capitalized, we felt our customers and shareholders would be better served by not participating in the Treasury program. We continue to make consumer, mortgage and commercial loans, and we’ve had a strong fourth quarter in loan production.  In addition, we continue to make sure our customers know that their deposits are safe with Fidelity Bank, so in addition to keeping our capital base strong, we have decided to participate in the FDIC’s Temporary Liquidity Guarantee Program (TLGP).”

While many news sources report on a lack of lending by the banking industry, Fidelity has continued to make loans to its community. In fact, fourth quarter lending for the Company remained strong, with over $12,000,000 in mortgage loans funded, in addition to over $40,000,000 closed in commercial loans.

To protect its depositors, the Company is also participating in the FDICs TLGP. Under the TLGP, all depositors who hold funds in non-interest bearing accounts, or interest-bearing accounts with an interest rate of 0.50% or less, including the Lawyers Trust Accounts, will have a temporary unlimited guarantee from the FDIC until December 31, 2009.  The coverage of the TLGP is in addition to and separate from coverage available under the FDIC’s general deposit insurance rules, which insure accounts up to $250,000 until the end of the year.

# # #

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.

2