8-K

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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                 FORM 8-K


                               CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                        Commission file number 1-12753



DATE OF REPORT                                                JANUARY 24, 2001
(Date of earliest event reported)                             January 24, 2001




                           Fidelity Bancorp, Inc.
          (Exact name of registrant as specified in its charter)


                 Delaware                             36-3915246
         (State of Incorporation)          (I.R.S. Employer Identification No.)

                       5455 W. Belmont, Chicago, Illinois,  60641
                        (Address of principal executive offices)


                                   (773) 736-4414
                 (Registrant's telephone number, including area code)







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ITEM 9. REGULATION FD DISCLOSURE.

On January 24, 2001, the Registrant held its 2000 annual meeting for
stockholders.   During this meeting, the Registrant's management discussed the
financial results for the fiscal year ended September 30, 2000, as well as
financial and strategic goals for 2001.  Attached as exhibit 99.1 is a script
prepared for use by Mr. Raymond Stolarczyk, Chairman and Chief Executive
Officer of the Registrant, and Mr. Thomas Bentel, President and Chief Operating
Officer of the Registrant, and the attached is hereby incorporated by reference
in Item 9. All information in the attached is as of January 24, 2001, and the
Registrant does not assume any obligation to update said information in the
future.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)   Financial Statements of Business Acquired.

               None.

         (b)   Pro Forma Financial Information.

               None.

         (c)   Exhibits.

               99.1  Script prepared for use on January 24, 2001 by Mr. Raymond
                     Stolarczyk and Mr. Thomas Bentel, discussing financial
                     results for the fiscal year ended September 30, 2000, and
                     financial and strategic goals for fiscal year 2001.




























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                               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 hereunto duly authorized.



                                             FIDELITY BANCORP, INC.



                                             ____________________________
Dated: January 24, 2001                      By:/s/ RAYMOND S. STOLARCZYK
                                             Raymond S. Stolarczyk
                                             Chairman and
                                             Chief Executive Officer

EX-99

PORTION OF SCRIPT FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS REGARDING TO
FINANCIAL RESULTS

MR. STOLARCZYK: Before we begin, I'd like to remind our stockholders and guests
that some of the information we will be providing today falls under the
guidelines for forward-looking statements as defined by the Securities and
Exchange Commission.  As part of these guidelines, I must point out that any
statements made during this meeting that discuss our hopes, beliefs,
expectations or predictions of the future are forward-looking statements, and
our actual results could differ materially from those projected.  Additional
information on these factors is included from time to time in our 10-K and 10-Q
filings, which can be obtained by contacting the Company or the SEC.

Although the economic environment challenged the entire banking industry,
fiscal 2000 was a good year for Fidelity Bancorp.  You may recall the Federal
Reserve raised short-term interest rates 4 times during that period.  As a
result, interest rates on home mortgages edged closer to the rates offered on
insured certificates of deposit.  The stock market indices fell, wiping out the
gains made in previous months.  And declining asset quality became a concern of
regulators.

And yet amid this economic climate, we achieved an 11 percent increase in
earnings per share.  Our insured deposits grew 7%.  Our savers and investors
enjoyed some of the highest returns on their funds in years.  And our asset
quality ratios remained unchanged and among the lowest in the industry.  We are
proud of these results and hope to share with you now how we achieved them.
For the year ended September 30, 2000, earnings per diluted share increased
$0.20 to $1.96 from $1.76 in 1999.  Net income was up 3 percent, to $4.2
million, from $4.1 million in 1999.

Both earnings per share and net income benefited from a number of factors,
including an increase in non-interest income -- the result of higher insurance
and annuity sales.  During the year, we realigned the responsibilities of our
sales staff and introduced new insurance and annuity products.  At the same
time, past investments in education, training and licensing of a professional
sales staff began to pay off in record sales results.

Then there was our continuing investment in technology and our focus on cost
controls.  I've talked about them before, but I think it is worth mentioning
that they again played an important role in earnings increases that came
because of lower non-interest expense.

If you've attended these meetings in the past, you know that management and
your board of directors take pride in spending money wisely.  Last fiscal year
that effort was aided by a significant drop in compensation expense over the
fiscal year-to-year periods.  Much of that drop was related to the company's
Employee Stock Ownership Plan, which was fully paid in the first fiscal
quarter, ended December 31, 2000.

As you know, Fidelity is recognized as a successful mortgage lender providing
conventional mortgages on a variety of dwellings.  For the past several years,
additions to our yearly production in this area were enough to generate
earnings growth.  More recently, the board decided that volume alone has not
been enough to produce competitive returns on assets.  In answer to that
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challenge of improving our ROA, we have carved out a significant niche in the
area of higher-yielding loans, such as mortgages for self-employed borrowers,
multi-unit apartment buildings, and to some degree construction lending.
The significance of these higher-yielding loans can be seen when you compare
their yields to the yields available on single-family conventional mortgages.
For example, the yields on mortgages made to self-employed borrowers are 1/2 to
7/8 of a percentage point higher than yields on conventional mortgages.
Multi-unit apartment building yields are 1 to 2 1/8 of a percent higher, and
construction loan yields are 11/2 to 21/2 percent higher than single-family
mortgages.  For this reason, in fiscal 2000, higher-yielding loans became an
important part of our strategy, making up more than 90 percent of new loans
closed during the year.

The impact of our new lending strategy is reflected in the year's results.
Interest income from loans receivable was up $4.5 million, or 13 percent, to
$38.3 million for the year.  In 1999, mortgage loans closed totaled nearly $190
million with an average yield of 7.0 percent.  In 2000, Fidelity closed a
little more than $100 million in mortgage loans.  Average yields, however, grew
to 8.6 percent.  Additional interest income produced from these higher yields
was an important offset to the net interest margin compression we experienced
during the year.

Net loans receivable grew by $26.4 million, to $534.0 million at September 30th
- -- an increase of 5 percent.  Total assets rose by $37.7 million during fiscal
2000, to $637.0 million.

We are pleased that asset growth was achieved without compromising the quality
of our assets.  The proof of that is in our ratio of non-performing assets to
total assets, a figure the banking industry uses to measure quality of assets.
Anything under one-tenth of 1 percent is considered admirable.  I'm pleased to
report that ours was 0.06 percent - unchanged from the previous year.  We work
hard to preserve our asset quality, and I think it shows.
If you've been a long-time shareholder, you probably noticed that, like other
community banks, our financial results in 2000 were not reflected in our share
price.

But while the stock prices of other banks in our peer group struggled and, in
some cases, slipped lower, Fidelity Bancorp's share price held firm - a sign,
we believe, of continued strong results, confidence in management and the
direction we are charting for the bank's future.

As I said earlier, the Federal Reserve's efforts to keep inflation at bay by
raising interest rates had a major impact on our ability to control interest
expense and attract deposits.  With short-term interest rates on the rise, many
of our customers - and perhaps some of you -- shifted excess funds from
passbook accounts to time deposits to take advantage of higher rates.  Our
interest expense on deposits rose 19 percent to $18.0 million from $15.1
million in 1999.  With savings costs significantly higher, we relied less upon
new deposits for funding loans.  Nevertheless, deposits continued their upward
trend, increasing to $381.4 million at September 30, 2000, from $357.0 million
in the previous year.  That represented an increase of 7 percent.

Interest expense on borrowed funds was $11.1 million for the year ended
September 30, 2000, up from $8.7 million.   Borrowed funds totaled $205.2
million in 2000, compared with $186.3 million.  In the second half of the year,
we lengthened the maturities on $75 million of Federal Home Loan Bank advances.
While the short-term effect of this was to drive the cost of our borrowed funds

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higher, the move stabilized the cost of borrowed funds and helped protect the
company from future interest rate increases.

That interest rate environment also had an effect on the first quarter of
fiscal 2001. Let me talk just briefly about that before I turn over the meeting
to Tom Bentel, our president and chief operating officer. For the first quarter
of the new fiscal year, interest expense on deposits and borrowed funds rose
$1.9 million to $8.6 million, compared with $6.7 million in the same quarter in
1999.  Again, that was the result of our customers shifting their money to
higher-yielding accounts, such as certificates of deposit.

This increase offset the strong gains we achieved in interest income from loans
receivable, which rose 10 percent to $10.2 million in the quarter ended
December 31, 2000, from $9.3 million the previous year.

The overall result for the quarter ended December 31, 2000, was earnings of
$0.41 per diluted share, down $0.10 per diluted share from $0.51 per share in
the year earlier quarter.  This was a difficult quarter, but we believe the
Federal Reserve's January 3rd move to cut interest rates may relieve some of
the pressure on our interest margin going forward.

In October 1999 we announced a stock repurchase program, which was expanded in
January 2000.  Up to 12,800 shares may still be repurchased in open market
transactions from an initial goal of 220,000 shares.  This ongoing program, as
well as the nine repurchase plans that preceded it, has served to steadily
increase the company's book value.  Book value per share at December 31, 2000,
was $22.02 per share, compared with $19.23 a year earlier.

Your company repurchases shares because it believes they are a good value. That
is as true today as it ever was, especially when you consider our efforts to
achieve growth in all our product lines. The regular payment of quarterly
dividends is another such indicator.  Fidelity has paid quarterly dividends
without interruption since January 1995.

Your board of directors recently announced a $0.12 per share first quarter
dividend, to be paid February 15, 2001 to shareholders of record on January 31,
2001.

I always like to take a moment to discuss our vision here at Fidelity.  It's as
simple today as it ever was. We are a traditional financial institution in our
adherence to sound financial practices and a core product line that aims to
serve the needs of homeowners, individuals and small business people.  We are
also forward-thinking in our efforts to develop additional sources of revenue.
We believe that you have made an investment in Fidelity because you recognize
the soundness of those principles.

Now I'm going to turn things over to Tom Bentel.  He will give you a closer
look at some of the bank's operating results as well as some new programs.
Then we'll both be happy to answer any questions you might have.


MR. BENTEL: Thank you Ray.  Good morning everyone and thank you for joining us.
We appreciate your continuing interest, as well as your investment, in
Fidelity.

I'd like to begin by talking in more detail about some of the things we did
this year that helped provide earnings growth.  The first is non-interest
income.  In fiscal 2000, non-interest income reached record levels, jumping 37
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percent, to $1.6 million from $1.1 million in 1999.  A large part of that came
from a strong increase in insurance and annuity commissions.  For the year
ended September 30, 2000, insurance and annuity commissions increased 47
percent, to $1.1 million from $721,000 in 1999.

We achieved these strong results by making fee income generation a key focus
throughout the bank.  We accomplished that by staffing each office with a fully
licensed representative dedicated to offering annuities, investments, insurance
and financial planning.  In addition, an incentive compensation program was
offered to other customer contact people in a position to refer new business
prospects.  It was important to our overall efficiency that this dedicated
sales staff were not additional hires, but were existing Fidelity employees
identified as having the aptitude and customer service orientation to be
successful sales people.  At the same time, we began to more broadly offer
complementary financial planning to our customers and we expanded the product
offerings provided through our insurance agency.  As a result, more Fidelity
customers than ever are aware and take advantage of the investment options we
offer.  Today we serve approximately 3,500 customers through INVEST and our
insurance agency.

A second key to our earnings growth was expense control.  Our measure for this
is what is commonly called non-interest expense.  For the year ended September
30, 2000, non-interest expense declined 5 percent, from $9.8 million to $9.3
million.  Lower expenses also can be seen in the bank's improved ratio of
operating expenses to average assets.  That fell to 1.5 percent from 1.8
percent -- again continuing a positive trend.

Our ability to control expenses has been aided by investments in technology.
New technology and improvements to existing systems have helped us in several
ways.  First and foremost, they allow us to improve customer service.  We are
seeing growth in the use of electronic banking options as more and more
customers discover the convenience of 24-hour-a-day, 7-day-a-week banking by
ATMs and the telephone. This shift in the way our customers bank allows us to
replace higher-cost teller assisted transactions with lower-cost electronic
transactions.  Over the past year, among our customer base of 17,000
households, we saw use of every electronic channel rise.  For example, ATM
transactions at our six machines were up approximately 20% and increases in
fee-income producing transactions were realized.  We believe that membership in
the AGREE network, a technology that allows the customers of participating
banks to use each other's machines for free, has encouraged greater overall ATM
use.

EZ Bank, our tri-lingual telephone banking system that allows customers to
check account balances and transfer funds over the phone, also registered gains
in usage last year.  Since I last reported to you on this system at this
meeting in 1999, call volume is up 15% to 5,800 calls per month.
One area that is seldom mentioned that has had a tremendous impact on our
ability to control expenses is the cost-savings we achieve through the
Automated Clearing House or ACH.   The ACH processes all automatic account
debits and credits.  By that I mean automatic payroll deposits, direct deposit
of social security and other benefits, and automatic debits like insurance and
utility payments.  We consistently promote direct deposit and direct debit
payments to our customers as a safe and convenient way to do their banking and
bill paying.  The benefit to us, of course, is this: instead of a customer
coming to a Fidelity office to deposit a payroll check in an expensive teller
transaction, the direct deposit of the customer's payroll is instead an
inexpensive electronic transfer done through ACH.  Electronic payments and


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deposits also further tie the customer to us, aiding us with our customer
retention efforts.

Over the years, the number and dollar volume of ACH transactions has grown
significantly, from 94,000 transactions totaling $50 million in 1997 to 127,000
transactions totaling $80 million in 2000.  That's a 60 percent increase in
dollars credited and debited over a four-year period, and we expect that number
to keep growing.

Our push to incorporate new technology into our operations took the bank to the
Internet.  In the fourth quarter of the fiscal year we launched our web site at
www.fidelityfsb.com. If you haven't visited us yet on the Web, I encourage you
to do so.

Our primary goal in creating the web site was to provide an additional source
of information about the bank and our products.  We also wanted to begin the
process of adding Internet banking to the other electronic services that our
customers like so well.  Simple in design and easy to navigate, our web site
includes useful interactive features such as financial calculators, an auto
buying guide with a price quote service, a homebuyer guide and a homework
helper for kids.

During the month of December, we had over 1,000 page views, which means that
individual pages within our web site were visited 1,000 times.  As we make
additions to the site, we expect that number to grow.   We believe
www.fidelityfsb.com is a solid first-step into the world of e-commerce.
Of course I do not mean to suggest that electronic transactions and information
have taken over the role of our banking offices.   We will continue to accept
and encourage face-to-face transactions.  But we believe that the role of our
banking offices increasingly will be to provide customers with information and
consultation about their finances, rather than for basic banking transactions.
In fact we have recently expanded our product line to attract a broader base of
customers who will be serviced through our banking offices.  Fidelity has built
a reputation for customer service by meeting the financial needs of individuals
and families for 95 years.  Now, we are tailoring products for local business
customers, particularly small and medium-sized business retailers, service
providers and manufacturers.

In early December, two business checking products were introduced, one designed
with the small business customer in mind, the other for mid-size businesses.
Moreover, we are gearing up to expand our insurance and benefits-related
products to target small business owners and professionals - markets that
present tremendous opportunities.  Our goal is to serve a segment of our local
markets that may be dissatisfied with their current business banking
relationship.

We believe the use of technology to improve service and customer convenience,
the stability of Fidelity's ownership and management and our reputation as a
customer-friendly place to bank make our move to service local small businesses
and professionals a natural one.  With low-cost deposit products such as
business checking and money management accounts, we can also take the next step
to positively impact our net interest margin -- a key driver of net income.
While we continue to make loans on selected 1-4 family dwellings and multi-unit
buildings through our third-party originator system, we are focusing greater
resources on two increasingly important areas: investments in construction
lending and commercial real estate mortgages.


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Over the years, Fidelity has on occasion provided loans for the purchase and
construction of small housing developments and the acquisition of commercial
real estate properties.  We are now moving to make this business a focal point
for Fidelity.  Since last summer, we have been realigning Fidelity staff toward
actively pursuing these higher-yielding loans, beginning with loan
participations with other lenders.  We believe we have the expertise to expand
these business activities in a prudent manner, concentrating our efforts in the
Chicago markets that we know well and in which we have thrived.  As we move
forward, asset quality remains a primary focus.

So while we remain a traditional bank, as Ray said we also are finding ways to
reflect a forward-thinking management that continually is developing new
strategies for success. The push for higher-yielding loans that meet our
quality standards, the introduction of business checking accounts and the
addition of new technology are but some of those strategies.

I'd again like to thank you for coming to our meeting and for giving me this
opportunity to talk to you about our operations.  As always, we appreciate your
investment in Fidelity, whether you are a shareholder or a customer.  Both
investments reflect a confidence in our management that we strive to earn every
day.  Now, I'd like to turn the meeting back over to Ray.

MR. STOLARCZYK: Thank you, Tom.  Again, I would like to thank our stockholders
for your loyalty and support of both the bank and the holding company, Fidelity
Bancorp.  At this time, we would be happy to take your questions.