EXHIBIT A

FIDELITY BANCORP, INC.

THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

PREAMBLE:

On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the "Act") became effective.
The Act contemplates implementation of its provisions in the future, for
example, by rule making actions by the Securities and Exchange Commission.
Pending completion of those actions, this Charter has initially been amended as
set forth below.  When the steps needed to comply with the requirements of the
Act are better understood, this Charter will be further amended as necessary or
appropriate to meet all requirements of the Act and the Securities and Exchange
Commission as well as requirements of The Nasdaq Stock Market, Inc.


PURPOSE:

* To provide assistance to the Board of Directors in fulfilling its fiduciary
  responsibilities to oversee management activities relating to internal
  control, accounting and financial reporting policies and the quality and
  integrity of the Company's financial reports.

* To review the independence of the independent auditor and the objectivity of
  internal auditor.  To help accomplish this purpose, the Committee shall
  approve in advance any services, proposed to be carried out for the Company
  by its then current independent auditors.

* To review the adequacy and reliability of disclosures to stockholders.

* To perform the Audit Committee functions specified by the Office of Thrift
  Supervision and the Federal Deposit Insurance Corporation for depository
  institution subsidiaries of the Company.

* The Committee's duties do not include planning or conducting audits or
  determining that the Company's financial statements are complete and accurate
  and are in accordance with generally accepted accounting principles.   Nor is
  it the duty of the Committee to assure compliance with laws and regulations.
  These are the responsibilities of management.


ROLES AND RESPONSIBILITIES:

* Appoint an independent auditor possessing the qualifications and experience
  necessary to conduct a competent and comprehensive audit of the Company and
  its subsidiaries.

* Review and approve the scope of the proposed annual audit plan of the
  independent auditor and the audited financial report and report on internal
  controls that are subsequently produced.

* Review the Company's audited financial statements and approve their release
  to stockholders and for filing with the SEC. Recommend to the Board of
  Directors that they be included in the Company's Annual Report. As part of
  this review, discuss with senior management and the independent auditor the
  accounting principles as applied, their quality and significant assumptions,
  estimates and judgments used in the preparation of the audited financial
  statements.

* Review any significant change in accounting principles or developments in
  accounting practices.

* Evaluate the performance of the independent auditor and annually request a
  report of the relationships or services that may impact their objectivity and
  independence. As appropriate, take action in response to  this report.

* Include in the Company's annual proxy statement the Committee Charter
  required by the rules of the SEC. Instruct the  independent auditor to
  apprise the Committee Chair, at a minimum, of any issues deemed significant
  and related to the Company's quarterly financial results prior to filing of
  the Company's Form 10-Q.

* Provide a vehicle and establish a forum for the free and open communication
  of views and information between the directors, the independent auditor, the
  internal auditor and management. The Committee will meet at least annually
  with the Chief Financial Officer, the Company's Internal Auditor and the
  independent  auditor in separate executive sessions. The independent auditor
  and the Company's Internal Auditor  are ultimately accountable to the
  Committee.

* Require the Bank's Chief Compliance Officer to make available regulatory
  examination results, appropriate internal audits conducted by Company
  personnel and appropriate management personnel regarding the Bank's
  compliance with applicable laws and regulations. Insist upon and monitor
  corrective action directed at compliance exceptions.

* Review with the independent auditor, the Company's Internal Auditor and
  financial and accounting personnel, the adequacy and effectiveness of the
  accounting and financial controls, and elicit recommendations for the
  improvement of such internal control procedures or particular areas where new
  or more detailed controls or procedures are desirable.

* Assess the effectiveness of the audit effort through meetings with the
  independent auditor and internal auditor. Oversee the selection, compensation
  and performance evaluation of the Company's Internal Auditor. Determine that
  no restrictions were placed upon audit scope. Assess the review of security
  for computer systems, facilities and backup systems. Conduct private review
  sessions annually with the Company's Internal Auditor. While the internal
  audit function is ultimately responsible to the Committee and the Board of
  Directors, management is responsible for internal controls security and its
  testing.

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

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

* Monitor management plans and actions intended to correct deficiencies
  identified in the independent  audit, internal audits and supervisory
  examinations.





* Review legal and regulatory matters that may have a material impact on the
  financial statements, related compliance policies, and programs and reports
  received from regulators.

* Establish procedures for (a) the receipt, retention and treatment of
  complaints received by the Company regarding accounting, financial reporting,
  internal accounting controls or auditing matters and (b) the confidential,
  anonymous submission by the Company's  employees of concerns regarding
  questionable  accounting, financial reporting, internal accounting controls
  and auditing matters.

* The Audit Committee shall have the power to conduct or authorize
  investigations into any matters within the Committee's scope of
  responsibilities.  The Committee is empowered to engage independent counsel
  and other advisers, as it determines necessary to carry out its duties.

* Reassess the adequacy of the Audit Committee's Charter at least annually.


ORGANIZATION

* Members and Terms.  The Committee shall consist of a minimum of three outside
  Directors. All members are to be financially literate and at least one member
  shall have accounting or related financial, management experience. In
  determining membership of the Committee, the Board will provide for
  continuity of service.  The members of the Audit Committee shall satisfy the
  independence and experience requirements of the Nasdaq and the Securities and
  Exchange Commission.

* Required Meetings.  The Committee shall meet at least four times a year and
  more frequently as circumstances require.  The timing of meetings shall be
  determined by the Committee. However, the Committee will meet at any time the
  independent auditor believes communication with the Committee is required.
  Executive sessions of the Committee will be held as necessary.