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 23, 2002
(Date of earliest event reported)                             January 23, 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
         REGULATION FD DISCLOSURE.

         On January 23, 2002, the Registrant held its 2001 annual meeting for
         stockholders.   During this meeting, the Registrant's management
         discussed the financial results for the fiscal year ended September
         30, 2001, as well as financial and strategic goals for 2002.  Attached
         as exhibit 99.1 is a script prepared for use by Mr. Raymond
         Stolarzcyk, 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 23, 2002, 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 23, 2002 by Mr. Raymond
                     Stolarczyk and Mr. Thomas Bentel, discussing financial
                     results for the fiscal year ended September 30, 2001, and
                     financial and strategic goals for fiscal year 2002.
























 2

                               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 23, 2002                      By:/s/ RAYMOND S. STOLARCZYK
                                             ____________________________

                                             Raymond S. Stolarczyk
                                             Chairman and
                                             Chief Executive Officer

EX-99

EX-99.1
Script prepared for Annual Meeting for Stockholders


PORTION OF SCRIPT FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS REGARDING TO
FINANCIAL RESULTS

MR. STOLARCZYK:  Before we begin, I'd like to remind stockholders and guests
that some of the statements we will make and information we will provide today
constitutes forward-looking statements as defined by the Securities and
Exchange Commission. Consequently, any statements made during this meeting that
discuss our hopes, beliefs, expectations or any prediction for the future are
forward-looking statements, and our actual results could differ materially from
those statements. Additional information on the factors that may affect our
actual results is included in our 10-K and 10-Q filings, which can be obtained
by contacting the Company or the SEC.

I would also like to announce that for the first time, the board of directors
has voted a 3 for 2 stock-split for the shares of Fidelity Bancorp. That split
will entitle stockholders on February 6, 2002 to receive one additional share
of Fidelity Bancorp stock for every two shares owned.  The split is effective
on February 28, 2002 and additional certificates will be mailed on or about
that date.  The stock split was announced late yesterday afternoon, and you'll
find the details included in a press release at the entrance.  Please bear in
mind that the financial results presented today have not been adjusted for the
split.

For the year ended September 30, 2001, Fidelity Bancorp achieved record
earnings of $2.31 per diluted share, up 35 cents, or 18 percent, from $1.96 per
diluted share in fiscal 2000. Excluding gains on sales of loans, securities and
an interest in a real estate partnership, net income was $2.02 per diluted
share, up 3% from the prior fiscal year.

Net income increased 15 percent, to $4.9 million from $4.2 million in 2000.

The economic environment presented some opportunities to improve the balance
sheet mix of earning assets. Our third-party origination network gave us
excellent penetration into a six-county lending area marked by a high level of
refinance activity. A strategic relationship with First Tennessee, a major
FNMA/FHLMC seller-servicer, gave management the ability to rapidly identify
individual loans that were repaying at higher than normal repayment rates, to
determine their salability and then to package them for bulk sale - an
important tool for managing a balance sheet in volatile interest rate
environments.  With a liability-sensitive balance sheet, one where liabilities
reprice more frequently than assets, we knew our challenge in an environment of
repeated Federal Reserve interest rate cuts would be to preserve the earning
power of mortgage loan investments that were likely to reprice.  Finally, our
ability to manage expenses was under challenge as group health insurance costs
were rising at double-digit rates.

Success in these areas, we believed, would translate into a higher price for
Fidelity Bancorp shares, and it did.  The price of our stock rose steadily
during 2001 - compared with minimal change in 2000. This rebound, while
reflecting gains made here at Fidelity, also mirrored a trend among a number of
small capitalization bank stocks. Investors who once abandoned bank and thrift
stocks for hi-technology issues returned, and they were rewarded.

When we met last year, the Federal Reserve had raised interest rates four times
during the previous fiscal year. During fiscal year 2001, the Federal Reserve
cut interest rates eight times, creating a dramatically different interest rate
environment in which we had to manage. We responded in several ways. One goal
in a volatile loan repayment environment is to stabilize earning asset levels
and to maximize future revenue streams.

To do this, we identified $94 million of loans that were candidates for
refinance and reclassified them to Held for Sale. Of the total loans in that
category, $53 million of 30-year term single-family mortgages had calculated
repayment rates of less than 24 months and yields of 5.26%. They were sold in
fiscal 2001. We monitored the repayments rates on the remaining $41 million of
loans. As we announced earlier this month, $23 million of these loans were sold
in the first quarter of fiscal 2002. With the Federal Reserve lowering
short-term interest rates, we could have missed attractive reinvestment
opportunities if we had waited for the repayment proceeds.  We sold the loans,
reinvested the proceeds at more current investment yields and strengthened the
earning power of the balance sheet.

In addition, fiscal 2001 earnings benefited from gains, which helped to boost
non-interest income. These pre-tax gains totaled $955,000 and came from a
$618,000 gain on the sale of loans that I mentioned a moment ago, a gain of
$231,000 from the sales of investment securities, and a gain of $106,000 from
the sale of a real estate investment partnership.

These initiatives helped fuel record earnings. They were driven by a vigilant
management team that identified, analyzed and acted on these important balance
sheet initiatives. They benefited earnings during fiscal year 2001, and they
will better position us for improved earnings in the future - no matter which
direction interest rates go.

Interest income, the primary component of our earnings, grew 6 percent, or $2.6
million, to $46.5 million, from $43.9 million in 2000. In a few moments, Tom
Bentel, our president and chief operating officer, will tell you about how that
increase was achieved in a period of declining interest rate levels.

Loans receivable declined, from $534.3 million to $423 million due to the loan
reclassification and a large amount of repayments. As I said earlier, the
Federal Reserve's interest rate cuts helped drive interest rates to their
lowest levels in 40 years.  The lower mortgage interest rates prompted
borrowers to repay higher rate loans with the proceeds of lower rate loans. In
fiscal 2001, 30% of loans receivable were repaid.

But we balanced the repayments with new loan originations, which totaled $140.1
million, up 27 percent, from $110.5 million in 2000.

Total assets rose $31.7 million to $668.7 million from $637 million. And, as in
the past, we achieved this growth while maintaining the quality of our assets.
You can see this in our ratio of non-performing assets to total assets, which
remained relatively stable at .10 percent. It was .06 percent the previous
year.

I'd like to briefly comment on our performance in the first quarter of 2002,
before turning things over to Tom.  Seeds that were planted in fiscal 2001 in
the way of deposit cost relief and income from loans sales -- began to bear
fruit.  In the first quarter of fiscal 2002, we earned $0.92 per diluted share,
more than double 2001 first quarter earnings of $0.41.  Without one-time gains,
earnings were $0.74 per diluted share, up 80% from the comparable period. Net
income for the quarter was $1.9 million, compared with $863,000 in fiscal 2001.

Net income and earnings per share improved sharply primarily because our
interest expense in the fiscal first quarter was down significantly.  Total
interest expense for the quarter ended December 31, 2001 was $6.4 million, down
26 percent from $8.6 million one year ago.  There is no question that we
benefited from 11 rate reductions by the Federal Reserve during the calendar
year, including three in our fiscal first quarter.  Our average cost on
deposits for the quarter ended December 31, 2001 declined 150 basis points
compared with one year ago.  And yet in terms of loan yields, our average loan
yield fell just a little more than 30 basis points during the same time
periods.  The difference in what we were paying for deposits versus what we
were earning on our loans helped our interest margin improve, from 2.16 percent
in 2000 to 3.08 percent in 2001.    In the coming quarters, we expect to
benefit from further deposit cost reductions as higher cost advances and
certificates of deposit reprice.

Earlier I talked about our decision to reclassify loans to Held for Sale.  Our
first quarter results were also helped by loans in this category that were
indeed sold.  Non-interest income was up $600,000, primarily from the sale of
$23.1 million of loans held for sale that resulted in a $541,000 before tax
gain.   While we have managed for large gains in loan sales over the past two
quarters, we don't foresee gains of this magnitude in the coming quarters.

There is other good news to report.  Your board of directors is pleased to
announce an increase in the quarterly dividend to $0.13 per share, up 8 percent
from $0.12.

The dividend increase and the stock split announced earlier reflect director
and management confidence that Fidelity will continue to grow, and that an
investment in Fidelity Bancorp is a sound one.   Since becoming a public
company in 1993 through the end of our fiscal first quarter, earnings per share
has grown at a compound annual growth rate of 18%, while our stock price has
grown 14%.

Finally, I'd like to comment on the vision of your board here at Fidelity. We
have adhered to a sound business plan, and it has met with consistently
successful results.

So going into this new year our mission remains the same - to serve customers,
to build shareholder value, to provide the people and businesses that bank with
us the products and services they need with the personalized service of a
community bank.  We are developing new products, services and evaluating
locations for new offices, all the while keeping an eye on the bottom line so
earnings can be achieved with the greatest efficiency. Our strategies may
shift, but they do so only with an underpinning of confidence and care that
they are right for Fidelity. Our mission is unchanged, to serve our community
and to build shareholder value.

Now I would like to turn things over to Tom.

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.

In 2001 and during the first quarter of 2002, through a sharpened focus on our
products, the training of our employees to sell those products, and the
expectations we set for revenue streams, Fidelity continued its evolution from
a savings institution to a true community bank.  I'd like to begin by talking
about how that evolution helped generate last year's record results and what
we're doing now to move even further along to achieving a community bank
profile.

One of the most obvious steps we've taken is to bring more diversity to our
loan portfolio in the products offered and yields earned.  Over the past
several years, we have talked frequently about higher-yielding loans for
multi-unit buildings and self-employed borrowers that have earned more for the
bank.  Last year, we announced that we were expanding the scope of our lending
to include commercial real estate and construction loans in a more targeted and
organized way.
In 2001 we financed or participated in several exciting projects. Among them
were a 44-unit condominium project and a $100 million luxury downtown loft
condominium project. In addition, we provided financing for a 64-unit town home
development in Chicago's northwest suburbs.  We are continually evaluating
additional projects.

This type of lending activity contributed to the bank reaching a fiscal 2001
goal of $24 million in closed commercial loans. We plan to continue building
our portfolio of commercial real estate and construction lending, with a fiscal
2002 goal of $25-$30 million.

At the same time, we continue to work to improve loan yields on our other
products. One key target that I mentioned earlier is a niche market consisting
of higher yielding specialty loans, such as mortgages on small apartment
buildings and loans to self-employed homeowners. These loans offer yields that
are 50 to 100 basis points higher than traditional mortgage loans. They also
help us to offer the communities we serve the products they need while meeting
our goals.

In light of our focus on higher-yielding loans and concern about asset quality,
we evaluate the brokers in our third-party originator network on an ongoing
basis.  Last year, this process resulted in a reduction of the total number of
mortgage brokers.  And yet, selected new brokers were added who were identified
as able to bring us the high-quality, higher-yielding loans that we are
interested in.  By continually assessing the contribution of each mortgage
broker, we're able to use our resources more efficiently, spending less time on
applications and relationships that don't meet our objective.  The bottom line
on this assessment process is that of new loans made in 2001, 98 percent of
them fell into this higher yielding category, up from 90 percent in fiscal
2000.

We also targeted first-time homebuyers, another profitable segment of the
mortgage market and a group of customers that helps to fulfill our role as a
community bank by helping families make the transition from renters to owners.
Loans to first-time homebuyers made up 51 percent of the total loans for home
purchases.

We have begun an important initiative in the first quarter of fiscal 2002
related to our loan products.  In times of falling interest rates, accelerated
loan repayments that result from customers refinancing their loans can present
a considerable challenge.  Recognizing that it has been a standard practice
with our commercial and multi-unit real estate loans for years, on October 1st,
we implemented pre-payment restrictions on new, 1-4 unit residential loans.
Prospective loan applicants are offered a choice of a slightly discounted loan
rate carrying a pre-payment restriction, or a higher rate that does not.
Applicants are carefully and comprehensively counseled on the two options.

The acceptance of the pre-payment restriction has been surprisingly high.  In
the first quarter of 2002, 80% of all registered loans carried the pre-payment
option.  Fifteen years ago it was suggested that consumers only wanted
fixed-rate loans and would not accept adjustable-rate mortgages.  We know
better today, and we believe that with education and rate incentives, consumers
will accept pre-payment options to the same degree that they today accept ARMs.

The actions I've described resulted in a strong performance in our lending
portfolio last fiscal year.  We also moved ahead on the deposit side, even
during a period of declining interest rates.  Deposits grew 5 percent, to
$399.6 million for the year ended September 30, 2001, from $381.4 million in
the previous year.  And in a sign that we are increasing penetration in all the
markets where we do business, all five of our offices shared in that deposit
growth.  Deposits at two of our offices stand at over $100 million, two have
surpassed $50 million, and the fifth is fast closing in on $50 million.  We now
serve a total of 11,880 deposit households, with average household deposits of
$32,800.  Both figures are up over 2000.

In terms of interest expense, cuts in interest rates by the Federal Reserve
have obviously impacted our interest expense. For the entire year, interest
expense on deposits was $19.1 million in 2001, up from $18.0 million in 2000.
As Ray mentioned, falling interest expense in the first quarter of the fiscal
2002 made a significant contribution to the quarter's excellent results.

Fee income continues to be an important component of Fidelity's earnings.  In
2001, income from the sale of annuities and insurance was $820,000, down from
$1.1 million in 2000.  While product sales remained strong, the rate of
commission earned by the bank was reduced.  As the result of an expanded
product line and sales calling effort, first quarter annuity and insurance
sales were healthy.  In fact, commissions were up to $220,000 for the three
months ended December 31, 2001, from $146,000 in 2000.  The depth of our
commitment to sales of these product is evident when you consider that 13 of
our 21 Banking Services Representatives are both trained and licensed to sell
an insurance or investment product, and we have an additional 4 employees who
have no other responsibility but to sell investments and insurance.

2001 represented the first full year of our presence on the Internet.
Customers visited fidelityfsb.com to obtain information about the bank,
products we offer, promotions and interest rates.  From the beginning of the
year to the fiscal year end, "hits," or the number of times a web site page was
viewed, grew from less than 4,000 a month to nearly 19,000 a month.  Visits in
the first quarter of 2002 continued to grow.

The next evolution of the web site is planned for this year, when we plan to
add another feature - real-time Internet banking. This will allow customers the
convenience of branch banking from the comfort of their homes. Among the
available services will be transferring funds between accounts, accessing
account balances and statements, or transaction activity.

The Internet is playing another important role at Fidelity - generating new
deposits. Through a service we subscribed to in the first quarter of 2002, we
post our interest rates online, and consequently have attracted funds from
wholesale institutions such as credit unions. Deposits are accepted for 12-,
18- and 24-month terms at rates and balances that are closely monitored.  The
certificates of deposit that we have opened through this pipeline have
generally been for longer terms and for lower rates than typically available
from retail customers.

We have also made gains on the checking side. Specifically, a new
premium-priced checking account was designed to appeal to an upscale segment of
the market that carry high balances in their checking accounts.  Called Power
Checking, the account has attracted very high balances since its introduction
in the first quarter, over 70 percent of which is new money.  The account was
designed as a true transaction account, with built-in penalties for a lack of
activity.

For the quarter ended December 31, 2001, deposits increased $18.8 million or 5
percent, to $418.4 million.  We topped the $400 million mark for the first time
in our history.  This occurred despite cuts in customer deposit rates,
especially on certificates of deposit, that in some cases saw rates reduced
from 6% to 3%.  By working with our customers, retention rates on maturing CDs
remained high, and in fact most customers chose not only to keep their money
with Fidelity but also to extend their maturities.  I'm pleased that our
customers continue to look to us.

Business checking -- an initiative begun in early fiscal 2001-- began to pick
up steam as the year progressed and contributed to deposit growth in the first
quarter.  Our two business checking accounts are competitively priced and have
features that appeal to small and mid-sized business, such as merchant card
services.  The convenience of our offices, and the attentive service our
banking services staff is known for, has attracted local merchants.  Businesses
located literally across the street from us are finding the switch to our
commercial products a natural one.  With only about a dozen business accounts
on our books at the start of fiscal 2002, we now have approximately 60 business
relationships.  More accounts are being added each week, thanks to an active
calling effort aided by a recently launched marketing campaign.

I would like to again thank you for coming to our annual meeting and for giving
me this opportunity to talk with you about how our year progressed. As I said
earlier, we appreciate your investment in Fidelity. Whether you are a
shareholder or a customer, your investment reflects a confidence in management
that we appreciate. And rest assured, we will never take it for granted. We
will work hard each day to earn your investment, and your trust. Now, I would
like to turn the meeting back over to Ray.

MR. STOLARCZYK: Thank you, Tom. On behalf of all of our employees, I would
again like to thank our stockholders and customers for their loyalty and
support of both Fidelity Federal Savings Bank and its holding company, Fidelity
Bancorp. As this time, we would be pleased to take your questions.