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): November 10, 2004


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

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


                               18 NW Fourth Street
                            Evansville, Indiana 47708
         ---------------------------------------------------------------
                    (Address of principal executive offices)



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





Item 8.01  Other Events

     On November 10, 2004, Fidelity Federal Bancorp issued the press release
attached hereto as exhibit 99.1


Item 9.01  Financial Statements and Exhibits
           Exhibits

           99.1       Press release, dated, November 10, 2004.








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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: November 12, 2004                  By: /s/ DONALD R. NEEL
      -----------------                      ------------------
                                             Donald R. Neel
                                             President and CEO













                                      -3-



                                Index to Exhibits


Exhibit No.     Description

99.1            Press Release dated November 10, 2004
















                                      -4-

EX-99.1

                                                                    Exhibit 99.1

                       [LOGO 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:                               November 10, 2004

                     FIDELITY FEDERAL BANCORP ANNOUNCES PLAN
                  TO TERMINATE REGISTRATION OF ITS COMMON STOCK

(Evansville, IN) November 10, 2004, Fidelity Federal Bancorp (the "Company")
(NASDAQ: FFED), the holding company of United Fidelity Bank, fsb (the "Bank"),
announced today that its Board of Directors has unanimously approved a
1-for-30,000 reverse stock split. This transaction will allow the Company to
terminate the registration of the Company's common stock with the Securities and
Exchange Commission and result in the delisting of its shares on NASDAQ. The
reverse stock split will be immediately followed by a 2,500-for-1 stock split.
The record dates for the reverse and forward stock splits have not yet been
determined, but are expected to occur not later than the end of the first
quarter of 2005. Completion of the transaction is subject to filing requirements
with the Securities and Exchange Commission and NASDAQ.

Under the terms of the proposed transaction, each 30,000 shares of the Company's
common stock will be converted to one share of common stock. Shareholders owning
fewer than 30,000 shares of the Company's common stock will be entitled to
receive, in lieu of fractional shares, cash for each pre-reverse split share
held on the effective date of the reverse stock split. The amount of cash per
share to be received will be $1.85. Professional Bank Services has provided a
fairness opinion dated November 9, 2004 to the Board of Directors that the
payment of $1.85 for each pre-reverse split share is fair from a financial point
of view to shareholders owning less than 30,000 Company common shares as well as
to the remaining unaffiliated shareholders of the Company. At the effective time
of the transaction, Professional Bank Services must provide to the Company a
"bring-down" of its fairness opinion. The closing price of the Company's common
stock on November 10, 2004 the last trading day prior to the announcement of
this transaction, was $1.74. Under Indiana law, this transaction is not subject
to the approval of the shareholders of the Company and no vote of the
shareholders will be obtained in connection with the proposed transaction.

The proposed transaction is anticipated to reduce the number of shareholders of
record to fewer than 300, which will allow the Company to terminate its
reporting obligations under federal securities laws. As a result, the common
stock of the Company will be voluntarily de-listed on NASDAQ. President and CEO
Donald R. Neel noted, "After a long study and careful consideration, the Board
of Directors concluded that there are substantial cost savings that may be
achieved by taking the Company private, and that this opportunity outweighs the
benefits of having a relatively thinly traded NASDAQ listed stock." Neel also
noted, "The substantial costs of having a publicly-traded stock make it more
difficult for smaller institutions to operate successfully in an increasingly
competitive environment." Finally, Neel stated, "The Board's decision to
terminate the registration of the Company's common stock will have no impact on
the Bank's day-to-day operations, and will enable us to further refine our focus
on meeting customers' financial needs."

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This press release is only a description of the proposed transaction and is not
an offer to acquire or issue any shares of common stock. Details of the
transaction may be found in the Company's Schedule 13E-3 which will be filed
with the Securities Exchange Commission. The company also plans to furnish
information to shareholders concerning the proposed transaction at a later date.
Subject to regulatory clearance of the Company's filings relating to the reverse
split, it is anticipated that the transaction will close not later than the end
of the first quarter of 2005, at which time the Company will terminate the
registration of its common stock with Securities Exchange Commission and delist
its common stock from NASDAQ.

About Fidelity Federal
- ----------------------
The Company is a unitary savings and loan holding company headquartered in
Evansville, Indiana. (NASDAQ:FFED) Its savings bank subsidiary, United Fidelity
Bank, fsb, maintains four locations in Evansville and one in Warrick County. For
more information about the Company, visit our website at www.unitedfidelity.com.

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
economic conditions generally and in the market areas of the Company and the
Bank, overall loan demand, increased competition in the financial services
industry which could negatively impact the Company's ability to increase total
earning assets, and retention of key personnel. 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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