December 26, 1997 
 
 
 
Dear Stockholder: 
 
You are cordially invited to attend the Annual Meeting of Stockholders of 
Fidelity Bancorp, Inc. (the "Company"), the holding company for Fidelity 
Federal Savings Bank (the "Bank"), which will be held on January 28, 1998 at 
10:00 a.m., local time at the corporate offices of the Company, located at 5455 
West Belmont, Chicago, Illinois. 
 
As described in the enclosed Proxy Statement, matters scheduled to be presented 
for stockholder action at the Annual Meeting include the election of two Class 
I directors, and the ratification of KPMG Peat Marwick LLP as independent 
auditors of the Company for the fiscal year ending September 30, 1998.  There 
will also be a report on the operations of the Company and the Bank, a wholly 
owned subsidiary of the Company.  The Company's directors, executive officers 
and representatives of the Company's independent auditors will be present to 
respond to appropriate questions. 
 
The Board of Directors of the Company has determined that approval of the 
matters to be considered at the meeting is in the best interest of the Company 
and its stockholders.  For the reasons set forth in the Proxy Statement, the 
Board unanimously recommends a vote "FOR" each matter to be considered. 
 
We hope you will be able to attend the Annual Meeting in person.  Whether or 
not you expect to attend, we urge you to sign, date and return the enclosed 
proxy card so that your shares will be represented. 
 
On behalf of the Board of Directors and all of the employees of the Company and 
the Bank, I wish to thank you for your interest and support.  I look forward to 
seeing you at the Annual Meeting. 
 
Sincerely yours, 
 
 
Raymond S. Stolarczyk 
Chairman of the Board and  
Chief Executive Officer
 
FIDELITY BANCORP, INC. 
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 
 
To Be Held on January 28, 1998 
 
 
 
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual 
Meeting") of Fidelity Bancorp, Inc. will be held on January 28, 1998, at 10:00 
a.m. local time at the corporate offices of the Company, located at 5455 West 
Belmont Avenue, Chicago, Illinois. 
 
The Annual Meeting is for the purpose of considering and voting upon the 
following matters: 
 
1.     The election of two Class I directors for terms of three years each; 
 
2.     The ratification of KPMG Peat Marwick LLP as independent auditors of the 
Company for the fiscal year ending September 30, 1998; and 
 
3.     Such other matters as may properly come before the Annual Meeting or any 
adjournments or postponements thereof. 
 
The Board of Directors has fixed December 1, 1997 as the record date for the 
determination of stockholders entitled to notice of and to vote at the Annual 
Meeting and at any adjournments or postponements thereof.  Only holders of 
record of the Company's Common Stock (the "Common Stock") as of the close of 
business on that date will be entitled to vote at the Annual Meeting or any 
adjournments or postponements thereof.  In the event there are not sufficient 
votes for a quorum or to approve or ratify any of the foregoing proposals at 
the time of the Annual Meeting, the Annual Meeting may be adjourned or 
postponed in order to permit further solicitation of proxies by the Company. 
 
By Order of the Board of Directors 
 
 
 
Judith K. Leaf 
Corporate Secretary 
Chicago, Illinois 
December 26, 1997
 
FIDELITY BANCORP, INC. 
 
 
PROXY STATEMENT 
 
ANNUAL MEETING OF STOCKHOLDERS 
January 28, 1998 
 
 
 
SOLICITATION AND VOTING OF PROXY 
 
This Proxy Statement is being furnished to stockholders of the Company in 
connection with the solicitation by the Board of Directors of the Company of 
proxies to be used at the Annual Meeting to be held on January 28, 1998 at the 
corporate offices of the Company, 5455 West Belmont Avenue, Chicago, Illinois 
at 10:00 a.m. local time and any adjournments or postponements thereof.  The 
1997 Annual Report to Stockholders on Form 10-K, including the consolidated 
financial statements for the fiscal year ended September 30, 1997, accompanies 
this Proxy Statement, which is first being mailed to stockholders on or about 
December 26, 1997. 
 
It is important that holders of a majority of the outstanding shares be 
represented by proxy or be present in person at the Annual Meeting.  
Stockholders are requested to vote by completing the enclosed proxy card and 
returning it, signed and dated, in the enclosed postage-paid envelope.  
Stockholders are urged to indicate their vote in the spaces provided on the 
proxy card.  All shares of Common Stock represented at the Annual Meeting by 
properly executed proxies received prior to or at the Annual Meeting, and not 
revoked, will be voted at the Annual Meeting in accordance with the 
instructions thereon.  If no instructions are indicated, properly executed 
proxies will be voted for the nominees and for adoption of the proposal set 
forth in this Proxy Statement. 
 
The Board of Directors knows of no other matters that will be presented for 
consideration at the Annual Meeting.  Execution of a proxy, however, confers on 
the designated proxyholders discretionary authority to vote the shares in 
accordance with their best judgment on such other business, if any, that may 
properly come before the Annual Meeting or any adjournments or postponements 
thereof. 
 
A proxy may be revoked at any time prior to its exercise by the filing of 
written notice of revocation with the Secretary of the Company, by delivering 
to the Company a duly executed proxy bearing a later date, or by attending the 
Annual Meeting and voting in person. 
 
Any cost of solicitation of proxies on behalf of management will be borne by 
the Company.  Proxies may be solicited personally or by telephone or telegraph 
by directors, officers and regular employees of the Company, without additional 
compensation therefor.  The Company will also request persons, firms and 
corporations holding shares in their names, or in the name of their nominees, 
which are beneficially owned by others, to send proxy materials to and obtain 
proxies from such beneficial owners, and will reimburse such holders for their 
reasonable expenses in so doing. 
 
 
 
 
 
 
VOTING SECURITIES 
 
The securities which may be voted at the Annual Meeting consist of shares of 
Common Stock with each share entitling its owner to one vote on all matters to 
be voted on at the Annual Meeting, except as described below. 
 
The close of business on December 1, 1997 has been fixed by the Board of 
Directors as the record date for the determination of stockholders of record 
entitled to notice of and to vote at the Annual Meeting and any adjournments or 
postponements thereof.  The total number of shares of Common Stock outstanding 
on the record date was 2,811,707 shares. 
 
As provided in the Company's Certificate of Incorporation, holders of Common 
Stock who beneficially own in excess of 10% of the outstanding shares of Common 
Stock (the "limit") are not entitled to any vote in respect of the shares held 
in excess of the limit.  A person or entity is deemed to beneficially own 
shares owned by an affiliate of, as well as persons acting in concert with, 
such person or entity.  The Company's Certificate of Incorporation authorizes 
the Board of Directors to:  (i) make all determinations necessary to implement 
and apply the limit, including determining whether persons or entities are 
acting in concert, and (ii) demand that any person who is reasonably believed 
to beneficially own Common Stock in excess of the limit supply information to 
the Company to enable the Board to implement and apply the limit. 
 
The presence, in person or by proxy, of holders of at least a majority of the 
total number of shares of Common Stock entitled to vote (after subtracting any 
shares held in excess of the limit pursuant to the Company's Certificate of 
Incorporation) is necessary to constitute a quorum at the Annual Meeting. 
 
As to the election of directors, the proxy card being provided by the Board of 
Directors enables a stockholder to vote for the election of the nominees 
proposed by the Board, or to withhold authority to vote for one or more of the 
nominees.  Under Delaware law and the Company's Certificate of Incorporation 
and bylaws, directors are elected by a plurality of votes cast, without regard 
to broker non-votes or proxies as to which authority to vote for one or more of 
the nominees is withheld. 
 
Under the Company's Certificate of Incorporation and bylaws, unless otherwise 
required by law, all such other matters voted on by stockholders at the Annual 
Meeting shall be determined by a majority of the votes cast, without regard to 
either broker non-votes or proxies marked "ABSTAIN" as to that matter. 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
 
The following table sets forth certain information as to those persons believed 
by the Company to be beneficial owners of more than 5% of the outstanding 
shares of Common Stock on the record date based upon certain reports regarding 
such ownership filed with the Company and with the Securities and Exchange 
Commission (the "SEC") in accordance with Sections 13(d) or 13(g) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by such 
persons or group. 
 
 
 
 
Name and Address of                 Amount and Nature of        Percent of 
Beneficial Owners                   Beneficial Owner            Class 
                                                             
Fidelity Federal Savings Bank       290,950                     10.35% 
 
Employee Stock Ownership 
Plan and Trust ("ESOP") 
5455 W. Belmont Avenue 
Chicago, Illinois 60641 (1)           
 
 
First Manhattan Co.                 272,167                      9.68% 
437 Madison Avenue 
New York, New York 10022 (2) 
 
Raymond S. Stolarczyk               158,654                      5.50% 
Chairman of the Board and 
Chief Executive Officer of 
Fidelity Bancorp, Inc. 
5455 W. Belmont Avenue 
Chicago, Illinois  60641 (3) 
 
Franklin Resources, Inc.            144,500                      5.14% 
777 Mariners Island Blvd. 
San Mateo, CA  94403       
 
 
 
(1)   The Human Resource Policy Committee of the Board of Directors has been 
appointed to administer the ESOP.  An unrelated third party, Harris Bank - 
Palatine, has been appointed as the corporate trustee for the ESOP ("ESOP 
Trustee").  The committee may instruct the ESOP Trustee regarding investment of 
funds contributed to the ESOP.  The ESOP Trustee must vote all allocated shares 
held in the ESOP in accordance with the instructions of the participating 
employees.  As of the record date, 124,692 shares of Common Stock in the ESOP 
had been allocated to participating employees.  Under the ESOP, unallocated 
shares will be voted by the ESOP Trustee in a manner calculated to most 
accurately reflect the instructions received from participants regarding the 
allocated shares so long as such vote is in accordance with the provisions of 
the Employee Retirement Income Security Act of 1974, as amended ("ERISA".) 
 
(2)   Based upon information filed in a Schedule 13D by First Manhattan Co. on 
May 14, 1996. 
 
(3)   Excludes 27,396 shares held by Bonnie J. Stolarczyk. 
 
ELECTION OF DIRECTORS 
 
Pursuant to its bylaws, the number of directors of the Company is set at six 
unless otherwise designated by the Board of Directors.  Each of the six members 
of the Board of Directors also presently serves as a director of the Bank.  
Directors are elected for staggered terms of three years each, with a term of 
only one of the three classes of directors expiring each year.  Directors serve 
until their successors are elected and qualified. 
 
The two nominees proposed for election at the Annual Meeting are Paul Bielat 
and  Bonnie J. Stolarczyk.  Such nominations are not being proposed pursuant to 
any agreement or understanding between any person and the Company. 
 
In the event that any nominee is unable to serve or declines to serve for any 
reason, the proxies will be voted for the election of such other person as may 
be designated by the present Board of Directors.  The Board of Directors has no 
reason to believe that either of the nominees will be unable or unwilling to 
serve.  Unless authority to vote for the nominees is withheld, the shares 
 
represented by the enclosed proxy card, if executed and returned, will be voted 
FOR the election of the nominees proposed by the Board of Directors. 
 
 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE 
NOMINEES NAMED IN THIS PROXY STATEMENT 
 
Information with Respect to the Nominees, Continuing Directors, Retiring 
Directors and Other Executive Officers 
 
The following table sets forth the names of the nominees, continuing directors, 
retiring directors and executive officers, as well as their ages; a brief 
description of their business experience for the past five years, including 
present occupation and employment; the year in which each became a director and 
the year in which their term (or in the case of the nominees, their proposed 
term) as director of the Company expires.  The table also sets forth the amount 
of Common Stock and the percent thereof beneficially owned by each nominee, 
director, retiring director and executive officer and all directors and 
executive officers as a group as of November 14, 1997.  No director is related 
to any other director or executive officer of the Company by blood, marriage or 
adoption, except that Bonnie Stolarczyk is the wife of Raymond Stolarczyk, the 
Company's Chairman and Chief Executive Officer. 
 
 
 
                                                                          Amount and 
Name, Age and Principal                                   Expiration      Nature of 
Occupation at Present                        Director     of Term         Beneficial       Percent of 
and for the Past Five Years                  Since (1)    as Director     Ownership (2)    of Class 
 
Nominees 
                                                                                
Class I 
Paul Bielat (age 58)                         1992         2001            31,229           1.11% 
     Director of the Company and the Bank.    
     Principal in Compliance Assistance  
     Partners, Inc., a firm engaged in the 
     business of advising banks and thrift   
     institutions regarding regulatory    
     compliance.  Senior Vice President and 
     Treasurer of the Federal Home Loan Bank 
     of Chicago from 1982 and 1991. 
 
Bonnie Stolarczyk (age 51)                   1978         2001            27,396(3)          * 
     Director of the Company and the Bank. 
     Self-employed as a certified public  
     accountant.  Member of the National  
     Association of Tax Practitioners, 
     American Institute of Certified Public 
     Accountants and the Illinois Institute of 
     Certified Public Accountants. 
 
 
Class II 
 
Patrick J. Flynn (age 55)                    1993         1999             8,229             * 
     Director of the Company and the Bank. 
     Executive Vice President Strategic Planning 
     of McDonalds USA. Secretary and Director 
     of Link Unlimited and Inroads/Chicago, 
     Inc., both non-profit organizations. 
 
Raymond J. Horvat (age 72)                   1978         1999            30,343            1.07% 
     Director of the Company and the Bank. 
     Co-founder of retail and wholesale 
     merchandising business.  Retired. 
 
 
 
 






 
Name, Age and Principal                                   Expiration      Nature of 
Occupation at Present                        Director     of Term         Beneficial       Percent of 
and for the Past Five Years                  Since (1)    as Director     Ownership (2)    of Class 
 
 
Class III 
 
Thomas E. Bentel (age 51)                    1988         2000            94,555            3.30% 
     President and Chief Operating Officer of 
     the Company and the Bank.  Director of 
     the Company and the Bank.  President 
     and Director of Fidelity Corporation, a 
     wholly owned subsidiary of the Bank. 
 
Raymond S. Stolarczyk (age 59)               1981         2000           158,654            5.50% 
     Chairman of the Board and Chief 
     Executive Officer of the Company and 
     the Bank.  Chairman of the Board of 
     Fidelity Corporation, a wholly 
     owned subsidiary of the Bank.  Director 
     of the Federal Home Loan Bank of 
     Chicago, past Chairman of the Illinois 
     League of Financial Institutions, and 
     Trustee of the Illinois League of Financial 
     Institutions Trust.  Member of American 
     Institute of Certified Public Accountants 
     and the Illinois Institute of Certified Public  
     Accountants. 
 
Other Executive Officers 
 
James R. Kinney (age 51)                                                  59,023            2.08% 
     Senior Vice President Finance, Chief 
     Financial Officer and Treasurer of the 
     Company and the Bank.  Treasurer of 
     Fidelity Corporation. Director of Mission 
     Aviation Fellowship, a non-profit 
     organization. 
 
Grant M. Berntson, (5) 
     Senior Vice President Loan Investments  
     and Corporate Secretary of the Company  
     and the Bank. Director of the Bank.  
     Secretary and Director of Fidelity Corporation. 
 
All directors and executive officers as a group                          409,429           13.63% 
    (7 persons) 
 
 
     *Does not exceed 1.0% of the Company's voting securities. 
(1)  Includes years of service as a director of the Bank.   
(2)  Each person effectively exercises sole (or shares with spouse or 
other immediate family member) voting and dispositive power as to shares 
reported.  Includes 4,982, 4,982, 16,602 and 12,402 presently 
exercisable options granted to Messrs. Bielat,  Flynn, and Horvat and 
Ms. Stolarczyk, respectively, under the Fidelity Bancorp, Inc. 1993 
Stock Option Plan for Outside Directors (the "Directors' Option Plan").  
Includes 16,585, 9,893, and 5,676 shares awarded to Messrs. Stolarczyk, 
Bentel, and Kinney, respectively, under the Fidelity Federal Savings 
Bank Recognition and Retention Plan for Officers and Employees ("RRP"), 
and 251, 251, 749 and 749 shares awarded to Messrs. Bielat, Flynn and 
Horvat and Ms. Stolarczyk under the Fidelity Federal Savings Bank 
Recognition and Retention Plan for Outside Directors ("DRP"), which are 
not yet vested but as to which voting may be directed.  Awards for 
Messrs. Stolarczyk, Bentel, and Kinney vest in five equal annual 
installments which began on December 15, 1994.  Awards to outside 
directors vest in five equal annual installments beginning on the 
December 15, 1993, effective date of the award.   Includes 74,480, 
57,608, and 21,240 presently exercisable options granted to Messrs. 
Stolarczyk, Bentel, and Kinney, respectively, under the Company's 1993 
Incentive Stock Option Plan (the "Incentive Option Plan").  Includes 




 
8,803, 8,916, and 6,895 shares awarded to Messrs. Stolarczyk, Bentel, 
and Kinney respectively under the ESOP as of December 31, 1996.  
(3)  Excludes 158,654 shares held by Raymond S. Stolarczyk. 
(4)  Excludes 27,396 shares held by Bonnie J. Stolarczyk. 
(5)  Retired from the Company and the Bank July 11, 1997. 
 
Section 16(a) of the Exchange Act requires the Company's directors, 
executive officers and 10% stockholders to file reports of ownership and 
changes in ownership to the SEC and with the exchange on which the 
shares of Common Stock are traded.  Such persons are also required to 
furnish the Company with copies of all Section 16(a) forms they file.  
Based solely upon the Company's review of such forms, and if 
appropriate, representations to the Company by such persons regarding 
whether a Form 5 was required to be filed for the past fiscal year, the 
Company is not aware that any of its directors or executive officers 
failed to comply with the requirements of Section 16(a) during the 
period from October 1, 1996 through September 30, 1997. 
 
MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD 
 
The Board of Directors of the Company conducts its business through 
meetings of the Board and through activities of its committees.  The 
Board of Directors meets monthly and may have additional meetings as 
needed.  During fiscal 1997, the Board of Directors held 13 meetings.  
Each of the directors of the Company attended at least 75% of the total 
number of the Company's board meetings held and committee meetings on 
which such director served during fiscal 1997.  The nature and 
composition of the committees of the Board are as follows: 
 
AUDIT COMMITTEE.  The Audit Committee consists of Messrs. Bielat 
(Chair), Horvat and Flynn and Ms. Stolarczyk.  The committee recommends 
independent auditors to the Board, reviews the results of the auditors' 
services and reviews with management the systems of internal control and 
internal audit reports.  The Audit committee met four times in fiscal 
1997. 
 
NOMINATING COMMITTEE.  The Company's Nominating Committee for the 1998 
Annual Meeting consisted of Messrs. Bentel, Flynn and Horvat.  The 
committee considers and recommends the nominees for director to stand 
for election at the Company's Annual Meeting. The Company's Certificate 
of Incorporation and bylaws also provide for stockholder nominations of 
directors.  Such nominations must be in writing and must otherwise 
comply with the provisions of Section 6 of the Company's bylaws.  See 
"Additional Information - Notice of Business to Be Conducted at an 
Annual Meeting."  The Nominating Committee met once in fiscal 1997. 
 
HUMAN RESOURCE POLICY COMMITTEE.  The Human Resource Policy Committee 
consists of Messrs. Horvat (Chair), Bielat and Flynn.  The purpose of 
the committee is to recommend the compensation, pension, benefit and 
other human resource policies and programs for key executive management 
personnel to the full Board, and to monitor compliance with the Bank's 
policies and applicable laws and regulations.  This committee met three 
times in fiscal 1997. 
 
DIRECTORS' COMPENSATION 
 
DIRECTORS' FEES.  The Company pays no fees for service on the Board of 
Directors.  For calendar year 1997, each outside director of the Bank is 
paid a monthly retainer of $600 plus a fee of $600 for each Board 
 
meeting attended.  The Chairperson of each committee of the Board of the 
Bank receives $250 for each committee meeting attended; committee 
members receive a fee of $200 for each meeting attended.  Directors who 
are officers or executives of the Bank receive no fees for meetings 
attended. 
 
EXECUTIVE COMPENSATION 
 
The following report of the compensation committee and stock performance 
graph shall not be deemed incorporated by reference by any general 
statement incorporating by reference this Proxy Statement into any 
filing under the Securities Act of 1933 (the "Securities Act") or the 
Exchange Act, except to the extent that the Company specifically 
incorporates this information by reference, and shall not otherwise be 
deemed filed under such Acts. 
 
COMPENSATION COMMITTEE REPORT OF EXECUTIVE COMPENSATION.  Under rules 
established by the SEC, the Company is required to provide certain data 
and information in regard to the compensation and benefits provided to 
the Company's Chief Executive Officer (CEO) and other executive 
officers.  The disclosure requirements for the CEO and executive 
officers include the use of tables and a report explaining the rationale 
and considerations that led to fundamental compensation decisions 
affecting those individuals.  In fulfillment of this requirement, the 
Human Resource Policy Committee, at the direction of the Board of 
Directors, has prepared the following report for inclusion in this Proxy 
Statement. 
 
COMPENSATION REPORT.  The Human Resource Policy Committee is responsible 
for establishing the compensation levels and benefits for executive 
officers of the Bank who also serve as executive officers of the 
Company. 
 
In 1993, the committee determined that in order to align the interests 
and performance of its executives with the long-term interests of its 
stockholders, the Bank and the Company should adopt stock benefit 
programs which would provide incentives to the Company's  executives for 
delivering long-term value to the Company.  In this regard, the Company  
established an Employee Stock Ownership Plan, Incentive Stock Option 
Plan and a Recognition and Retention Plan.  When these plans were 
adopted, the committee assumed the responsibility for supervising their 
administration. 
 
EXECUTIVE COMPENSATION POLICY.  For the past fiscal year, the goals 
established by the committee for executive officer compensation were: 
 
*  to encourage a consistent and competitive return to stockholders; 
 
*  to provide financial rewards for performance of those having a 
significant impact on corporate profitability; 
 
*  to reward bank and individual performance; and 
 
*  to provide competitive compensation in order to attract and retain 
key personnel. 
 
When determining the appropriate levels of executive compensation, the 
committee took into consideration several factors, including the 
internal value of the executive's function to the Company, the 
 
executive's performance for fiscal year ended September 30, 1996 and 
compensation ranges and levels for executive positions in comparable 
companies.  To evaluate the accomplishments achieved by the executives 
for fiscal year 1996, the committee took into consideration both 
financial and non-financial goals from customer and business development 
perspectives.  The committee evaluated performance measures as they 
related to quality of assets, loan origination, deposit growth, 
stockholder return and earnings per share.  Written evaluations for each 
executive, listing fiscal year accomplishments, were prepared and 
discussed by the committee to determine each executive's respective 
contribution to the performance measures. 
 
CHIEF EXECUTIVE OFFICER.  In determining the Chief Executive Officer's 
compensation for 1997, the committee took into consideration the CEO's 
performance in relation to the accomplishment of the targeted 
measurements outlined above.  The committee determined that the 
Company's targeted performance measurements for the fiscal year ending 
September 30, 1996 had been met.  As a result, the committee increased 
the salary of the CEO by 4%, which became effective January 1, 1997.  
The committee determined that this increase kept the CEO's direct 
compensation just above the mid point of the established peer group. 
 
OTHER EXECUTIVE OFFICERS.  All factors used by the committee to 
determine the direct compensation of the CEO were also used to determine 
the direct compensation of the other executive officers of the Company.  
These executives were evaluated on the specific contributions they made 
in accomplishing the goals listed above and those established in the 
Company's 1996 Fiscal Financial Plan.  The average salary increase 
awarded to the Company's executive officers for fiscal year 1997 was 
3.7%, which became effective January 1, 1997.  The increase placed its 
executive officer compensation sightly over the mid point of the 
established peer group. 
 
Human Resource Policy Committee: 
 
Raymond J. Horvat (Chair) 
Paul J. Bielat 
Patrick J. Flynn 
 
 

 
Stock Performance Graph 
 
The following table shows a comparison of the Company's cumulative 
return since its initial public offering with the cumulative total 
returns of both a broad market and a peer group index.  The broad market 
index chosen was the Nasdaq Market Index and the peer group index chosen 
was the Media General Industry Group, which is comprised of savings and 
loan holding companies.  The data was supplied by Media General 
Financial Services. 
 
 
 
 
COMPARISON OF FIVE YEAR CUMULATIVE RETURN 
AMONG FIDELITY BANCORP, INC., PEER GROUP INDEX 
AND BROAD MARKET INDEX 
 
 
                             FIDELITY           PEER          BROAD 
                             BANCORP,           GROUP         GROUP 
MEASUREMENT PERIOD           INC.               INDEX         INDEX 
 
                                                      
12/15/93                     $100.00            $100.00       $100.00 
9/30/94                       122.50             109.62        106.12 
9/30/95                       143.94             140.90        128.85 
9/30/96                       166.74             169.23        150.43 
9/30/97                       264.58             294.29        206.21 
 
/TABLE

 
SUMMARY COMPENSATION TABLE.  The following table sets forth the 
compensation paid by the Company, including any of its subsidiaries, for 
services during the past three fiscal years, to the CEO and the three 
other officers of the Company who received total annual salary and bonus 
in excess of $100,000 for fiscal year ended September 30, 1997. 
 
 
 
                                                                  Long Term Compensation 
                                 Annual Compensation                 Awards                 Payouts 
 
                                                                              Securities 
                                                              Restricted      Underlying           All Other 
                                                 Other Annual    Stock         Options/    LTIP      Compen- 
Name and Principal    Fiscal              Bonus  Compensation    Awards          SARs     Payouts    sation 
Position                Year   Salary ($) ($)    ($)             ($)           (#)        ($)        ($)(1) 
                                                                              
Raymond S. Stolarczyk 1997     $206,785   $ 0     $--            --            --         --         -- 
Chairman of the       1996      199,142     0      --            --            --         --         -- 
Board and Chief       1995      188,769     0      --            --            --         --         -- 
Executive Officer 
 
Thomas E. Bentel      1997      161,556     0      --            --            --         --         -- 
President and Chief   1996      155,546     0      --            --            --         --         --  
Operating Officer     1995      147,711     0      --            --            --         --         -- 
 
Grant M. Berntson     1997       89,907     0      --            --            --         --         -- 
Senior Vice President 1996      114,523     0      --            --            --         --         -- 
Loan Investments and  1995      109,731     0      --            --            --         --         -- 
Corporate Secretary 
 
James R. Kinney       1997      119,893     0      --            --            --         --         -- 
Senior Vice President 1996      115,654     0      --            --            --         --         -- 
Finance, Chief        1995      108,096     0      --            --            --         --         -- 
Financial Officer and 
Treasurer 
 
 
(1)  Represents the fair market value of shares granted under the ESOP 
on the respective allocation date. 
 
(2)  Pursuant to a retirement agreement between the Company and Mr. 
Berntson, Mr. Berntson will receive an aggregate compensation 
approximately equal to two and one half times his 1997 annual salary 
through December 31, 1998. 
 
EMPLOYMENT AND SPECIAL TERMINATION AGREEMENTS.  The Bank and the Company 
have employment agreements with Messrs. Stolarczyk, Bentel, and Kinney.  
The employment agreements are intended to ensure that the Bank and the 
Company will be able to maintain a stable and competent management team. 
 
The employment agreements with Messrs. Stolarczyk and Bentel provide for 
three year terms and the employment agreement with Mr. Kinney provides 
for a two year term.  Commencing on the first anniversary date and 
continuing each anniversary date thereafter, the term of each agreement 
is automatically extended for an additional year unless written notice 
of non-renewal is given by the Board of Directors after conducting a 
performance evaluation of the respective executive.  In addition to 
specifying base salary, which is subject to annual review by the Board 
of Directors, the employment agreements provide for, among other things, 
disability pay, participation in stock benefit plans and other fringe 
benefits applicable to executive personnel.  The employment agreements 
provide for termination by the Bank or the Company for cause at any 
time.  In the event the Bank or the Company chooses to terminate the 
executive's employment for reasons other than for cause or disability, 
or in the event of the executive's resignation from the Bank and the 
Company upon:  (i) failure to re-elect the executive to his current 
office; (ii) a material change in the executive's functions, duties or 
 
responsibilities, or relocation of his principal place of employment or 
material reduction in benefits or perquisites; (iii) liquidation or 
dissolution of the Bank or the Company; or (iv) a breach of the 
agreement by the Bank or the Company, the executive or, in the event of 
death, his beneficiary, would be entitled to receive an amount equal to 
the remaining payments, including base salary, bonuses and other 
payments and health benefits due under the remaining term of the 
agreement. 
 
If termination of employment follows a change in control of the Bank or 
the Company, as defined in the agreements, the executive or, in the 
event of death, his beneficiary, would be entitled to a payment equal to 
the greater of: (i) payments due for the remaining term of the agreement 
or (ii) three times his average annual compensation over the three years 
preceding his termination of employment, as to Messrs. Stolarczyk and 
Bentel, and two times his average annual compensation over the previous 
two years for Mr. Kinney.  The Bank and the Company would also continue 
the executive's life, health and disability coverage for the remaining 
unexpired term of the agreement to the extent allowed by the plans or 
policies maintained by the Company from time to time.  In the event of a 
change in control, based upon the past fiscal year's salary and bonus, 
Messrs. Stolarczyk, Bentel, and Kinney would receive approximately 
$586,696, $446,813 and $235,546, respectively, in severance payments, in 
addition to other cash and noncash benefits, under the agreements.  
Payments to the executive under the Bank's agreements are guaranteed by 
the Company in the event that payments or benefits are not paid by the 
Bank. 
 
DEFINED BENEFIT PLAN.  The Bank maintains a non-contributory defined 
benefit plan ("Retirement Plan").  All employees credited with 1,000 or 
more hours of employment during a twelve month period with the Bank and 
have attained age 21 are eligible to participate in the Retirement Plan. 
 
At the normal retirement age of 65 years old, the Retirement Plan is 
designed to provide a life annuity guaranteed for 10 years.  The 
retirement benefit provided is based on the highest consecutive five- 
year average salary and years of benefit service, as shown in the 
following table.  Retirement Plan benefits are also payable upon 
termination due to late retirement and death.  Upon termination of 
employment other than as specified above, a participant who was employed 
by the Bank for a minimum of five years is eligible to receive his or 
her accrued benefit, reduced for early retirement, or a deferred 
retirement benefit commencing on the participant's normal retirement 
date.  Benefits are payable in various annuity forms, as well as in the 
form of a single lump sum payment.  Contributions of $123,630 were made 
to the plan for the fiscal year ended September 30, 1997.  Under FASB 87 
the Bank accrued $125,015 with respect to the Retirement Plan for the 
twelve month period ended September 30, 1997. 
 
The following table indicates the annual retirement benefit that would 
be payable under the plan upon retirement at age 65 to a participant 
electing to receive his or her retirement benefit in the standard form, 
assuming various specified levels of plan compensation and various 
specified years of credited service. 


 
 
 
 
 
                 15 Years   20 Years    25 Years    30 Years    35 Years 
Average          Credited   Credited    Credtied    Credited    Credited 
Compensation     Service    Service     Service     Service     Service 
                                                  
$25,000          $3,750     $5,000      $6,250      $7,000      $8,750 
 50,000           7,500     10,000      12,500      15,000      17,500 
 75,000          11,250     15,000      18,750      22,500      26,250 
100,000          15,000     20,000      25,000      30,000      35,000 
150,000          22,500     30,000      37,500      45,000      52,500 
 
 
 
The following table sets forth the years of credit service (i.e., 
benefit service) as of the fiscal year ended September 30, 1997 for each 
of the executive officers. 
 
 
 
                              Credited Service 
                              Years     Months 
                                   
    Raymond S. Stolarczyk     21        0 
 
    Thomas E. Bentel          15        0 
 
    James R. Kinney           10        0 
 
 
 
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.  The Bank also maintains a 
Supplemental Executive Retirement Plan ("SERP"), a nonqualified, 
unfunded retirement program within the meaning of ERISA.  The SERP is 
intended to provide retirement benefits and preretirement death and 
disability benefits to those employees named in the Summary Compensation 
Table. 
 
The Bank accrued $67,100 with respect to the SERP for the fiscal year 
ended September 30, 1997. 
 
At the normal retirement age of 65 years old, the SERP is designed to 
provide a 20 year fixed annuity payable monthly.  This amount shall 
represent 55% of the average compensation of the participant as of his 
normal retirement date, reduced by the actuarial equivalent of the 
benefit actually payable to the participant under the Retirement Plan. 
 
A participant who separates from service prior to the normal retirement 
date shall be entitled to a benefit equal to the actuarial equivalent of 
the participant's accrued benefit, determined at the time of separation.  
Accrued benefit means the supplemental benefit of a participant, payable 
in the normal form, multiplied by a fraction the numerator of which is 
the number of completed years of participation on the date of 
determination and the denominator of which is the number of his or her 
expected completed years of participation projected to his or her normal 
retirement date.  A participant shall, at all times, be 100 percent 

vested in his or her accrued benefit. 
 
If a participant dies prior to the time benefits under the SERP 
commence, the amount of his preretirement death benefit shall be equal 
to the value of the supplemental benefit calculated as if the 
participant had terminated his employment on his or her normal 
retirement date.  If a participant becomes disabled prior to the normal 
retirement date, he or she shall be entitled to a benefit equal to the 
actuarial equivalent of the participant's accrued benefit, calculated as 
if such participant had terminated employment on that date. 
 
INCENTIVE STOCK OPTION PLAN.  The Company maintains the Incentive Stock 
Option Plan, which provides discretionary awards to certain officers and 
key employees as determined by the Human Resource Policy Committee, 
which administers the plan.  No grants were made under the Incentive 
Stock Option Plan in the fiscal year ended September 30, 1997. 
 
The following table provides certain information with respect to the 
number of shares of Common Stock represented by outstanding stock 
options held by the named executive officers as of September 30, 1997.  
Also reported are the values for "in-the-money" options, which amounts 
represent the positive spread between the exercise price of any such 
existing stock options and the fiscal year-end price of Common Stock.  
No options were exercised by the executive officers in fiscal year 1997. 
 
 
 
 
 
 
                                 FISCAL YEAR END OPTION VALUES 
 
                        Number of Securities 
                        Underlying Unexercised             Value of Unexercised In-The-Money 
Name                    Options at Fiscal Year End (#)(1)  Options at Fiscal Year End ($)(2) 
 
                        Exercisable       Unexercisable    Exercisable        Unexercisable 
                                                                   
 
Raymond S. Stolarczyk   55,860            37,244           $837,900           $558,660 
 
Thomas E. Bentel        43,206            28,804            648,090            432,060 
 
James R. Kinney         15,930            10,619            238,950            159,285 
 
 
 
 
(1)  Options become exercisable in five equal annual portions commencing 
December 15, 1994.  All options will expire ten years from the date of 
grant. 
 
(2)  Represents the per share market value of the Common Stock at fiscal 
year end ($25.00) minus the exercise price ($10.00) per share. 
 
 
TRANSACTIONS WITH CERTAIN RELATED PERSONS.   The Financial Institutions 
Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), requires that 
all loans or extensions of credit to executive officers and directors  
be made on substantially the same terms, including interest rates and 
collateral, as those prevailing at the time for comparable transactions 
with the general public, and must not involve more than the normal risk 
of repayment or present other unfavorable features.  In addition, loans 
made to a director or executive officer in excess of the greater of 
$25,000 or 5% of the Bank's capital and surplus (up to a maximum of 

$500,000) must be approved in advance by a majority of the disinterested 
members of the Board of Directors.  
 
The Bank's current policy provides that no credit will be extended to a 
director or executive officer, or to any immediate family member of a 
director or executive officer, for the purpose of a first mortgage 
residential loan.  All other loans made by the Bank to its directors and 
officers are made in the ordinary course of business on substantially 
the same terms, including interest rates and collateral, as those 
prevailing at the time for comparable transactions with other persons 
and do not involve more than the normal risk of collectibility or 
present other unfavorable features.  As of September 30, 1997, there 
were no loans outstanding to directors or executive officers. 
 
 
RATIFICATION OF APPOINTMENT OF  
INDEPENDENT AUDITORS 
 
The Company's independent auditors for the fiscal year ended September 
30, 1997 were KPMG Peat Marwick LLP.  The Company's Board of Directors 
has reappointed KPMG Peat Marwick LLP to continue as independent 
auditors for the Company for the fiscal year ending September 30, 1998.  
If the appointment is not ratified by the Company's stockholders, the 
Board of Directors will reevaluate the appointment. 
 
Representatives of KPMG Peat Marwick LLP will be present at the Annual 
Meeting, will be given an opportunity to make a statement if they desire 
to do so and will be available to respond to appropriate questions from 
stockholders present at the Annual Meeting. 
 
THE BOARD OF DIRECTORS RECOMMENDS 
A VOTE FOR RATIFICATION OF THE APPOINTMENT OF 
THE INDEPENDENT AUDITORS 
 
 
ADDITIONAL INFORMATION 
 
Other Matters Which May Properly Come before the Annual Meeting 
 
The Board of Directors knows of no business that will be presented for 
consideration at the Annual Meeting other than as stated in this Proxy 
Statement and the attached Notice of Annual Meeting of Stockholders.  
If, however, other matters are properly brought before the Annual 
Meeting, it is the intention of the proxy holders to vote the shares 
represented thereby on such matters in accordance with their best 
judgment. 
 
Stockholder Proposals 
 
To be considered for inclusion in the Proxy Statement and proxy relating 
to the Annual Meeting to be held in 1999, stockholder proposals must be 
received by the Secretary of the Company at the address set forth on the 
first page of this Proxy Statement, not later than August 28, 1998.  Any 
such proposal will be subject to the provisions of the Company's bylaws 
and 17 C.F.R. section 240.14a-8 of the Rules and Regulations under the 
Exchange Act. 
 
Whether or not you intend to be present at the Annual Meeting, you are 
urged to return your proxy promptly.  If you are present at the Annual 

Meeting and wish to vote your shares in person, your proxy will be 
revoked by voting in person at the Annual Meeting.  
 
 
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING 
 
Section 6 of the bylaws of the Company provide an advance notice 
procedure for a stockholder to properly nominate directors or bring 
other business before an annual meeting. The  stockholder must give 
written advance notice to the Secretary of the Company not less than 90 
days before the date originally fixed for such meeting; provided, 
however, that in the event that less than 100 days notice or prior 
public disclosure of the date of the meeting is given or made to 
stockholders, notice by the stockholder to be timely must be received 
not later than the close of business on the tenth day following the date 
on which the Company's notice to stockholders of the annual meeting date 
was mailed or such public disclosure was made.  The advance notice by 
stockholders must include the stockholder's name and address, as they 
appear on the Company's record of stockholders, a brief description of 
the proposed business, the reason for conducting such business at the 
Annual Meeting, the class and number of shares of the Company's capital 
stock that are beneficially owned by such stockholder and any material 
interest of such stockholder in the proposed business.  In the case of 
nominations to the Board, certain additional information regarding the 
nominee must also be provided, as set forth in Section 6 of the bylaws.  
Additionally the Company is not required to include in its Proxy 
Statement and proxy relating to an annual meeting any stockholder 
proposal which does not meet all of the requirements for inclusion 
established under applicable state laws and the rules and regulations of 
the SEC in effect at the time such proposal is received. 
 
By Order of the Board of Directors 
 
 
Judith K. Leaf 
Secretary 
Chicago, Illinois 
December 26, 1997 
 
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING 
IN PERSON.  WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL 
MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE 
ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. 






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