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                        FIDELITY BANCORP, INC.
          Name of the Registrant as Specified In Its Charter

                                N/A
       (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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                        FIDELITY BANCORP, INC.
                        5455 W. Belmont Avenue
                       Chicago, Illinois  60641






                                       January 2, 2001



Dear Fellow Stockholder:

Recently you received our proxy statement and annual report
materials for this year s annual stockholder meeting, which is
scheduled to be held on January 24, 2001.  The Audit Committee
Charter,  which is an exhibit to the proxy statement, was
inadvertently excluded from the mailing package sent to you.
Under recently adopted regulations, we are required to provide a
copy of this charter, which sets forth the various duties and
responsibilities of our Audit Committee, to our stockholders
every three years.  Therefore, we are providing a copy of the
charter to you with this letter.  Please review the charter as a
part of the proxy statement you previously received.

We apologize for any confusion or inconvenience that this may
have caused.  We appreciate your continued support and hope to
see you at the annual meeting.





























Exhibit A


                           AUDIT COMMITTEE

                ROLES AND RESPONSIBILITIES (CHARTER)

                    FIDELITY FEDERAL SAVINGS BANK


COMPOSITION:  Only outside Directors serve as members

MEETING FREQUENCY:  At least twice a year and more frequently at
the request of a Committee member, the independent public auditor
or regulator/external examiner.

BASIC FUNCTION:  Provide assistance to the corporate directors in
fulfilling their responsibilities relating to Bank accounting,
reporting practices and the quality and integrity of Bank
financial reports. In so doing, it is the responsibility of the
audit committee to maintain free and open means of communication
between the directors, the independent auditors, the internal
auditors, and the Bank's management.

SPECIFIC RESPONSIBILITIES:

1. Select the independent public auditor possessing the
qualifications and experience necessary to conduct a competent
and comprehensive audit of the Bank and recommend ratification to
shareholders.  Evaluate the performance of the external auditor.

2. Require the Bank s Chief Compliance Officer to make available
appropriate internal audits and appropriate management personnel
regarding the Bank s compliance with applicable laws and
regulations.  Insist upon and monitor corrective action directed
at compliance exceptions.

3. Receive and review reports from the public auditors and
regulator examiners.  Meet with external auditors and examiners
to discuss findings, obtain recommendations for corrective action
as required, and arrange for special audits, studies and
examinations as necessary.

4. Review with the independent auditors, the company s internal
auditor and financial and accounting personnel, the adequacy and
effectiveness of the accounting and financial controls of the
Bank, and elicit any recommendations for the improvement of such
internal control procedures or particular areas where new or more
detailed controls or procedures are desirable.

5. Review the internal audit function, the proposed audit plans
for the coming year, and the coordination of such plans with the
independent auditors.







6. Request from the independent auditor's, a written statement
regarding any relationships and services that may affect the
external auditor s independence.

7. Monitor management plans and actions intended to correct
deficiencies identified in independent audits and supervisory
examinations.

8. Perform related audit responsibilities in compliance with laws
and regulations.