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

                                    FORM 8-K




                  Current Report Under Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


                        Date of Report November 23, 1999



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



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





                      700 S. Green River Road, Suite 2000
                           Evansville, Indiana 47715
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              (Address of principal executive offices) (Zip Code)



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




              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)






Item 5.   Other events

On November 22, 1999, Fidelity Federal Bancorp (the "Registrant") issued the
press release as set forth herein.







                                   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 thereunto duly authorized.


                                      FIDELITY FEDERAL BANCORP



Date: November 23, 1999               By: /s/ M. Brian Davis
     -------------------                 ----------------------------------

                                          M. Brian Davis, President and CEO





                    [LETTERHEAD OF FIDELITY FEDERAL BANCORP]



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                                        NOVEMBER 22, 1999

        (Evansville, Indiana) Fidelity Federal Bancorp (the "Company")
(NASDAQ-NMS:FFED), the holding company of United Fidelity Bank, fsb (the
"Bank"), announced today that negotiations with Mortgage Finance Acquisition
Partners, L.P. ("MFAP"), an affiliate of Lincolnshire Equity Fund II, had
terminated. As previously announced, the Company and MFAP had been negotiating
for the sale of a number of shares to MFAP from the Company equal to
approximately 51% of the fully-diluted common stock. The proposed price of $4.40
per share would have resulted in additional capital of approximately $14
million. The Company indicated that its management is actively exploring other
strategic alternatives.

        The proposed sale of the stock was subject to several conditions,
including elimination of the restrictions imposed by the Supervisory Agreement
entered into between the Bank and the Office of Thrift Supervision ("OTS"). As a
result of the terminations of negotiations, it is unlikely that the restrictions
imposed on the Bank by the Supervisory Agreement will be eliminated in the near
future.

        At June 30, 1999 the Company's balance sheet reflected a cumulative
deferred tax asset of $3.5 million, which represented the decrease in taxes
payable in future years as a result of temporary differences and carryforwards
available at June 30, 1999. An analysis of the need to record a valuation
allowance for this deferred tax asset was made at June 30, 1999. Based on the
pending transaction with MFAP, the business plan that was to be implemented as
part of transaction with MFAP (including the proposed capital infusion), and
discussions with the OTS regarding that transaction, it was determined that it
was more likely than not that all carryforwards would be utilized within the
carryforward time periods. With the termination of negotiations with MFAP, it
has now been determined that it is more likely than not that some portion or all
of the deferred tax asset will not be utilized. Accordingly, the Company will
review this deferred tax asset based upon the Company's revised business plan
and record a valuation allowance of up to the full amount of the deferred tax
asset during the quarter ending December 31, 1999.

Certain matters discussed in this Press Release are "forward-looking statements"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statements include words such as the Company "believes", "anticipates",
"expects" or "estimates" or words of similar import. Similarly, statements that
describe the Company's future plans, objectives or goals are also
forward-looking statements. All forward-looking statements are subject to
certain risks and uncertainties which are described within or in close proximity
to such statements and which could cause actual results to differ materially
from those reported or anticipated as of the date of this report. Shareholders,
potential investors and other readers are urged to consider these factors in
evaluating the forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The forward-looking statements
included herein are made only as of the date of this Press Release, and the
Company undertakes no obligation to update such forward-looking statements to
reflect subsequent changes, events or circumstances affecting the Company.

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        The Company is a unitary savings and loan holding company based in
Evansville, Ind. The Company had total assets of $165 million and total
stockholder's equity of $7.8 million at September 30, 1999. Its savings bank
subsidiary, United Fidelity Bank, fsb, maintains four locations in Evansville.
The Bank participates in various real estate activities including owning and
managing housing developments through its wholly-owned subsidiaries: Village
Housing Corporation and Village Management Corporation. The Bank also offers an
array of insurance products through Village Insurance Corporation.

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