Exhibit 99.a.2
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                    [LETTERHEAD OF FIDELITY FEDERAL BANCORP]



February 7, 2004


Dear Shareholder:

         We are sending you the enclosed document in connection with a reverse
split of our common stock to all shareholders of record as of February 4, 2005
and effective as of the close of business on February 28, 2005. As we have
previously disclosed, we are undertaking this action in order to terminate the
registration of our common stock under the federal securities laws.

         Pursuant to the reverse split, each 30,000 shares of our common stock
will be converted to one share of our common stock, and holders of fractional
shares will be entitled to receive cash in lieu of fractional interests in an
amount equal to $1.85 per share for each pre-split share that becomes a
fractional interest. Shareholders of record owning less than 30,000 shares will
no longer be shareholders of the Company. Immediately following the reverse
stock split, the Company will effect a 2,500 for 1 forward stock split for those
shareholders who, following the reverse stock split, continue to hold at least
one whole share of Company common stock.

         We urge you to read the enclosed document carefully, which contains
more detailed information regarding this transaction.


Very truly yours,

/s/ Donald R. Neel

Donald R. Neel,
President and Chief Executive Officer