UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                         Commission File Number 0-22880
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                            Fidelity Federal Bancorp
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             (Exact name of registrant as specified in its charter)

          18 NW Fourth Street, Evansville, Indiana 47708 (812) 424-0921
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              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                                  Common Stock
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            (Title of each class of securities covered by this Form)

                                      None
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   (Titles of all other classes of securities for which a duty to file reports
                      under Section 13(a) or 15(d) remains

         Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)    [X]                   Rule 12h-3(b)(1)(i)     [X]
Rule 12g-4(a)(1)(ii)   [ ]                   Rule 12h-3(b)(1)(ii)    [ ]
Rule 12g-4(a)(2)(i)    [ ]                   Rule 12h-3(b)(2)(i)     [ ]
Rule 12g-4(a)(2)(ii)   [ ]                   Rule 12h-3(b)(2)(ii)    [ ]
                                             Rule 15d-6              [ ]

Approximate number of holders of record as of the certification or
notice date:    5
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         Pursuant to the requirements of the Securities Exchange Act of 1934,
Fidelity Federal Bancorp has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

                                        FIDELITY FEDERAL BANCORP

Date:  March 11, 2005                   By: /s/ Donald R. Neel
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                                            Donald R. Neel, President and
                                            Chief Executive Officer