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 22, 2002
(Date of earliest event reported)                             January 22, 2002




                           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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 1

ITEM 5.  OTHER EVENTS

On January 22, 2002, the Registrant issued the attached press release.



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.

               1.    Press release, dated Janaury 22, 2002, regarding a three
                     for two stock split.




































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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 22, 2002                      By:/s/ RAYMOND S. STOLARCZYK
                                             Raymond S. Stolarczyk
                                             Chairman and
                                             Chief Executive Officer

EX-1

FIDELITY BANCORP, INC.  News Release


FOR IMMEDIATE RELEASE

TUESDAY, JANUARY 22, 2002

Contact:   Raymond S. Stolarczyk  or  Thomas E. Bentel  or  Elizabeth A. Doolan
           Chairman & CEO             President & COO       Sr. Vice President
                                                            & CFO
           773.736.4414

FIDELITY BANCORP ANNOUNCES
THREE-FOR-TWO STOCK SPLIT

CHICAGO, January 22, 2002 -- Fidelity Bancorp, Inc. (Nasdaq:FBCI), today
announced that its board of directors has declared a three-for-two stock split
of its outstanding shares of common stock. The stock split will be effected in
the form of a stock dividend and will entitle each stockholder of record at the
close of business on February 6, 2002 to receive one additional share of common
stock for every two shares held on that date.  The company will pay cash in
lieu of fractional shares in an amount equal to the average of the bid and
asked prices quoted on The Nasdaq National Market System at the close of
business on the record date.

"Fidelity's board of directors declared this stock split in order to increase
the stock's liquidity in the marketplace. These measures reflect director and
management confidence that Fidelity will continue to grow, and that an
investment in Fidelity Bancorp is a sound one," said Raymond S. Stolarczyk,
chairman and chief executive officer.

Certificates representing the additional shares of common stock will be
distributed on or about February 28, 2002 to stockholders of the company on the
record date.  After the split, the company will have approximately 3,080,800
shares of common stock outstanding.

Fidelity Bancorp, Inc. is the holding company for Fidelity Federal Savings
Bank, which provides retail banking services through five full-service
locations in Chicago, Franklin Park and Schaumburg.  Established in 1906 and
headquartered in northwest Chicago, the bank is primarily in the business of
attracting retail deposits from the general public and investing those funds in
mortgages and consumer loans.  The bank also provides investments that are not
FDIC insured through its insurance agency and Invest Financial Corporation.
Fidelity's common stock is traded on The NASDAQ Stock Market under the symbol
"FBCI."

This news release contains forward-looking statements, which are subject to
numerous assumptions, risk and uncertainties.  Actual results could differ
materially from those contained in or implied by such forward-looking
statements for a variety of factors including: (1) developments in general
economic conditions, including interest rate and currency fluctuations, market
fluctuations and perceptions, and inflation; (2) changes in the economy which
could materially change anticipated credit quality trends and the ability to
generate loans and deposits; (3) a failure of the capital markets to function
consistently with customary levels; (4) a delay in or an inability to execute
strategic initiatives designed to grow revenues and/or manage expenses; (5)
legislative developments, including changes in laws concerning taxes, banking,
securities, insurance and other aspects of the industry; and (6) changes in the
competitive environment for financial services organizations and the company's
ability to adapt to such changes.