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): April 4, 2003


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

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


         18 NW Fourth Street, Evansville, Indiana                47708
         ----------------------------------------             -----------
          (Address of Principal Executive Offices)            (Zip Code)



                                 (812) 424-0921
              ----------------------------------------------------
              (Registrant's telephone number, including area code)




Item 5.  Other Events

         On April 4, 2003, Fidelity Federal Bancorp issued the press release
attached hereto as exhibit 99.1.











                                      -2-


(c)      Exhibits

99.1       Press release, dated, April 4, 2003.












                                      -3-


                                   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:  April 7, 2003               By:  /s/ Donald R. Neel
                                                 -------------------------------
                                                 Donald R. Neel, President and
                                                 Chief Executive Officer





                                      -4-


                                Index to Exhibits


Exhibit No.                             Description

99.1                                    Press Release dated April 4, 2003









                                      -5-

EX-99.1

                                                                    EXHIBIT 99.1


                    [LETTERHEAD OF FIDELITY FEDERAL BANCORP]


Contacts:         Donald R. Neel, President and CEO  (812) 429-0550, ext. 3301
                  Mark A. Isaac, VP and CFO          (812) 429-0550, ext. 3319

For Immediate Release:                                        April 4, 2003

FIDELITY RAISES $4 MILLION IN EQUITY THROUGH OPTION EXERCISE

(Evansville, IN) Fidelity Federal Bancorp ("Fidelity") (NASDAQ: FFED), the
holding company of United Fidelity Bank, fsb (the "Bank"), reported that it had
issued 2,777,777 shares of common stock for $4.0 million in cash through the
exercise of an option held by Pedcor Holdings and affiliates ("Pedcor"). The
exercise price per share was $1.44, and was determined under a formula included
in the shareholder-approved stock purchase agreement effective May 19, 2000,
which resulted in Pedcor's acquisition of 1.46 million shares. The proceeds of
the option exercise will be used to reduce Fidelity's long-term debt
outstanding. Under the agreement, Pedcor continues to have the option to
exercise up to approximately $388,000 in Fidelity common stock until May 19,
2003.

Pedcor Holdings is a member of a group of companies which is controlled by Bruce
A. Cordingley, Gerald K. Pedigo, and Phillip J. Stoffregen, directors of
Fidelity Federal. Following the option exercise, the Pedcor group owns
approximately 65% of Fidelity Federal's issued and outstanding stock.

Donald R. Neel, President and CEO of Fidelity stated, "We are pleased that
Pedcor has chosen to exercise its outstanding option, and appreciate Pedcor's
confidence in the strategic direction of Fidelity Federal. The Company will
benefit from the option exercise through reduction of long-term debt, which
currently has an average interest rate in excess of 10%." Neel also noted,
"Pedcor's commitment to Fidelity, the Bank, and Fidelity's shareholders is
exemplified by its investments in Fidelity's equity and debt in excess of $11
million over the past three years."

This news release may contain 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 is
the impact of risks and uncertainties related to economic conditions generally
and in the market areas of the Company and the Bank, overall loan demand,
increased competition in the financial services industry, and the Company's
discretion with respect to the use of the proceeds from the exercise of the
option. 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.

The Company is a unitary savings and loan holding company based in Evansville,
Indiana. Its savings bank subsidiary, United Fidelity Bank, fsb, maintains five
locations, four in Evansville and one in Warrick County. The Company's stock,
which is quoted on NASDAQ under the symbol FFED, most recently traded at $1.50.

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