8-K

                       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): May 19, 2000


                            FIDELITY FEDERAL BANCORP
                       ----------------------------------
             (Exact name of Registrant as specified in its charter)


          Indiana                     0-22880                 35-1894432
- ----------------------------  ------------------------    -------------------
(State or other jurisdiction  (Commission File Number)       (IRS Employer
     of incorporation)                                    Identification No.)


 700 S. Green River Road, Suite 2000
         Evansville, Indiana                                    47715
- ----------------------------------------                      --------
(Address of Principal Executive Offices)                      Zip Code


                                 (812) 469-2100
                   -------------------------------------------
              (Registrant's telephone number, including area code)




Item 5.  Other Events

         On May 23, 2000, Fidelity Federal Bancorp issued the press release
attached hereto as an exhibit.

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

         99.1     Press Release, dated May 23, 2000





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                                   SIGNATURES

         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 FEDERAL BANCORP
                               (Registrant)


Date: May 24, 2000             By: /s/ Donald R. Neel
                                   ------------------
                                   Donald R. Neel, Executive Vice President and
                                   Chief Financial Officer





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                                INDEX TO EXHIBITS


Exhibit No.                                 Description
- -----------                                 -----------

99.1                                        Press Release, dated May 23, 2000




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EX-99.1

                                                                    EXHIBIT 99.1

Contacts:   M. Brian Davis, President and CEO      (812) 471-8141
            Donald R. Neel, Exec. VP and CFO       (812) 429-0550, ext. 3301

For Immediate Release:                                          May 23, 2000

                        FIDELITY FEDERAL BANCORP REPORTS
                        COMPLETION OF PEDCOR TRANSACTION

(Evansville, Indiana) Fidelity Federal Bancorp ("Fidelity")(NASDAQ: FFED) the
holding company of United Fidelity Bank, fsb (the "Bank"), reported that on May
19th, following receipt of regulatory approval on May 4 and receipt of
shareholder approval on May 19th, it sold 1,460,000 shares of common stock to
Pedcor Holdings, LLC and Pedcor Bancorp pursuant to the terms of the previously
announced stock purchase transaction. The shares issued and sold in the
transaction equal approximately 32% of the outstanding shares of Fidelity and
resulted in Pedcor Holdings, LLC and Pedcor Bancorp and their affiliates owning
or controlling approximately 38% of the outstanding common stock of Fidelity.
Bruce A. Cordingley, Gerald K. Pedigo, and Phillip J. Stoffregen were named
directors of Fidelity as a part of the transaction. The regulatory approval from
the Office of Thrift Supervision approved the purchase by Pedcor Holdings, LLC,
and Pedcor Bancorp of up to 75% of Fidelity's common stock over the next year.

In exchange for the 1,460,000 shares, Fidelity received: (1) cash in the amount
of $3,000,000; (2) a five year guarantee to the Bank in an aggregate amount up
to $1,500,000 against any negative cash flow from operations of certain
specified development properties in the Bank's portfolio; and (3) an agreement
to provide management services and certain accounting services to the specified
properties for ten years.

One of the principals of Pedcor Holdings, LLC, is Bruce A. Cordingley, a
director of Fidelity until his resignation on December 27, 1999. Messrs.
Cordingley and Pedigo are also principals of Pedcor Bancorp, a bank holding
company which controls International City Bank, NA, located in Long Beach,
California.

Fidelity President and CEO M. Brian Davis stated, "We are anxious to begin
working with Pedcor to resolve our remaining problem loan issues and to become a
premier community bank." Mr. Cordingley added, "We are looking forward to
working with our friends in Evansville to build an outstanding community-based
financial institution."

The transaction also provided for continuity of Fidelity and the Bank's
executive management teams. Davis, President and CEO of Fidelity and the Interim
President of the Bank and Donald R. Neel, the Bank's Executive Vice President
and CFO whom will assume Davis' Bank duties beginning July 1, have both executed
executive contracts calling for them to remain with Fidelity for a minimum of
three years. Davis further added that "Fidelity's bank subsidiary will be in
capable hands with Neel. Don has been with this company a number of years and
certainly possesses the right attributes for the position." Neel noted,
"Fidelity and its shareholders are grateful for Mr. Davis's determination and
his focus as the Bank's interim president during the last 2 1/2 years. I
personally and professionally appreciate Brian 's efforts and compliment him on
his work in completing the transaction with Pedcor Holdings."

This news release contains forward-looking statements that are based upon the
Company's current expectations, but are subject to certain risks and
uncertainties that may cause actual results to differ materially. Among the
risks and uncertainties that could cause actual results to vary materially are
third-party appraisals, and occupancy levels in the Section 42 projects. Other
risks and uncertainties include the impact of the Supervisory Agreement,
economic conditions generally and in the market areas of the Company and the
Bank, and increased competition in the financial services industry. Actions by
the Federal Reserve Board and changes in interest rates, loan prepayments by,
and the financial health of the Bank's borrowers, and other factors described in
the reports filed by the Company with the Securities and Exchange Commission
could also impact current expectations.

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The Company is a unitary savings and loan holding company based in Evansville,
Ind. Its savings bank subsidiary, United Fidelity Bank, fsb, maintains four
locations in Evansville. The Bank also participates in various real estate
activities including owning and managing housing developments through its
wholly-owned subsidiaries: Village Capital Corporation, Village Housing
Corporation, and Village Management Corporation. The Company's stock, which is
quoted on NASDAQ under the symbol FFED, most recently traded at $2.50

Information on FFED is available on the Internet at http://www.ufb-ffed.com








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