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                                                February 12, 2003
(Date of earliest event reported)                             February 12, 2003




                           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 5.  Other Events
         REGULATION FD DISCLOSURE.

On February 12, 2003, the Registrant held its 2002 annual meeting for
stockholders.  During this meeting, the Registrant's management discussed
the financial results for the fiscal year ended September 30, 2002 and
the first quarter ended December 31, 2002.  Attached as exhibit 99.1
is a script prepared for use by Mr. Raymond Stolarczyk, Chairman and
Chief Executive Officer of the Registrant, and the attached is hereby
incorporated by reference in Item 9. All information in the attached
is as of February 12, 2003, 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 February 12, 2003 by Mr. Raymond Stolarczyk
discussing financial results for the fiscal year ended September 30, 2002 and
the first quarter ended December 31, 2002.















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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: February 12, 2003                     By:/s/ RAYMOND S. STOLARCZYK
                                             ____________________________

                                             Raymond S. Stolarczyk
                                             Chairman and
                                             Chief Executive Officer

EX-99

Exhibit 99.1

While the ballots are being counted, I'd like to review the 2002 performance of
Fidelity Bancorp and its subsidiary, Fidelity Federal Savings Bank, and touch
on our first-quarter performance.  Then later, I'll share what information I
can about our definitive agreement to merge with MAF Bancorp, the parent
company of MidAmerica Bank.

Before we go too far, though, I'd like to remind our stockholders and guests
that some of the statements I will make and information I will provide during
this meeting constitutes forward-looking statements as they are defined by the
Securities and Exchange Commission. Consequently, statements that reflect 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 actual
results is included in our 10-K and 10-Q filings, which can be obtained by
contacting the company or the SEC.

And a quick note on the presentation of our financial results.  As you know,
the board of directors approved a 3-for-2 stock split during fiscal 2002 to
increase the stock's liquidity.  Consequently, figures we provide have been
adjusted to account for the split.

With the obligatory cautions out of the way, we can move to a review of our
financial results.

Fidelity closed the fiscal year with a record financial performance.  For the
fiscal year that ended September 30, 2002, earnings per diluted share rose 62%,
from $1.54 per share in fiscal 2001, to $2.49 per share in 2002.  Net income
increased 64% from $4.9 million in fiscal 2001 to $8.0 million in 2002.

A driving force behind the rise in earnings was a dramatic improvement in net
interest margin, which climbed to 3.32 % in 2002 from 2.41% in 2001.  Net
interest income increased to $21.6 million in 2002 from $15.0 million in 2001.
That's a 44% increase.  Net interest income and our net interest margin
benefited substantially from steadily declining funding costs.

In the first quarter of fiscal 2002, the Federal Reserve lowered short-term
interest rates three times for a total of 125 basis points.  Following on the
heels of eight moves to lower rates in fiscal 2001, the result has been
historically low interest rates.  Consequently, interest expense declined in
fiscal 2002.  For the year ended September 30, 2002, total interest expense on
deposits was $13.7 million, down 29% from $19.1 million in 2001. Our interest
on borrowed funds also fell 30%, from $12.3 million in 2001 to $8.6 million in
2002.

Key to the reduction of interest expense was the retention of deposit accounts,
especially higher-cost certificates of deposit that renewed at substantially
lower rates.  Not only did we retain a high percentage of CDs, but we also grew
low-cost core deposits. Total deposits continued a steady growth trend, and for
the first time topped $400 million.  At the end of 2002, total deposits were
$434.1 million, up 9% from $399.6 million in 2001.

Part of that growth was due to an increase in personal and business checking
accounts. Business checking, a 2002 initiative aimed at small- and mid-sized
merchants and business owners, proved a good source of non-interest bearing
deposits and referrals to our insurance and investment operations.


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Consistent with lower funding costs, asset yields also fell during the fiscal
year, although not as sharply as the decline in our liability costs.  A
diligent focus on maintaining earning asset yields helped keep interest income
steady.  Total interest income was $43.8 million for the year ended September
30, 2002, a decrease of only $2.7 million, or 6%, from $46.5 million in fiscal
year 2001. Heavy mortgage refinance activity driven by lower interest rates led
to a decline in interest income from loans receivable, which was $31.3 million
in 2002, compared with $39.3 million in 2001.  The decrease in interest income
from loans was offset by a $5.5 million increase in interest earned on
investments.  The ability to generate comparable levels of income from our
earning assets contributed significantly to our results.

This is a good time to mention that we maintained interest income without
compromising our asset quality.  Despite a weakening economy, the ratio of
non-performing assets to total assets at September 30, 2002, was 0.39%.  This
is a remarkable ratio, even when compared with the prior year's figure of 0.10%

Non-interest income continued to fuel our earnings growth. In 2002,
non-interest income rose by $1.1 million, to $3.4 million.  This was due in
part to the sale of loans and investments which produced a $1.8 million pre-tax
gain, compared with a $871,000 pre-tax gain from similar sales in the previous
year.  Insurance and annuity commissions also were strong, adding $863,000 for
the year, up $43,000, or 5%, over $820,000 in 2001.

Other key financial measures also were strong.  Book value per share rose to
$18.17 at September 30, 2002, compared with $16.29 at September 30, 2001.
Return on equity rose to 15.39% from 11.11%, while operating efficiency, as
measured in the company's efficiency ratio, improved to 46.82% in 2002 from
56.07% in the previous year.

Initiatives implemented during the fiscal year to strengthen shareholder value
included an 11% increase in our quarterly dividend payment from $0.09 per share
to $0.10 per share.  As I mentioned earlier, we also increased the stock's
liquidity with a 3-for-2 stock split that was announced at our last annual
meeting.  We were pleased to see that our share price rose dramatically during
the year, from $15.33 a share to $22.20 a share at September 30, 2002.
I'd like now to briefly talk about the first quarter of fiscal year 2003, a
continuation of our solid financial performance.  First quarter earnings per
diluted share were $0.58, down 3 cents from earnings in the same quarter of the
previous year.  This was due primarily to a greater number of diluted common
shares outstanding.  Without counting gains on investments and loans, earnings
for the quarter were $0.52 per diluted share, compared with $0.49 in the same
quarter of the previous year.  Net income for the first quarter was $1.9
million, which was essentially the same as it was in first quarter 2002.

As we saw in our year-end results, our core earnings remained steady, even
though the low interest rate environment kept mortgage repayments high.  The
effect of the unprecedented repayments can be seen in compression of our net
interest margin, which measured 2.90% for the quarter ended December 31, 2002,
compared with 3.08% in last year's first quarter.

Now within the context of the limitation that I mentioned to you at the
beginning of the meeting, I'd like to tell you what I can about our transaction
with MAF Bancorp.  Fidelity's board of directors believes that in the rapidly
changing environment of the bank and thrift industries, merging with MAF
Bancorp is consistent with Fidelity's long-term goal of enhancing shareholder
value.

On Dec. 17, 2002, we announced that we entered into a definitive agreement to

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merge with MAF Bancorp, subject to the approval of regulators and our
stockholders. According to the terms of the agreement, each share of Fidelity
common stock will be converted into .89 shares of MAF common stock.  We expect
that the merger will be accretive to stockholders' earnings per share and
dividends per share.  The merger will also provide stockholders with increased
trading liquidity.  The merger is expected to close in mid-2003.

Our board believes that the customers served by Fidelity will benefit from
MidAmerica's larger and more varied product menu as well as the availability of
more banking and ATM locations throughout the Chicago metro area.  We believe
that MidAmerica shares our retail banking philosophy and that they have been
proven successful in competing in the Chicago area banking markets.

We will convene a separate, special meeting of stockholders to vote on that
action and you will be receiving comprehensive proxy materials that will
explain the merger in detail.

There is one other issue I'd like to discuss. Late last month, we received a
payment of $3.3 million, representing the recovery of an asset that we had
previously charged off.  If you recall, in the fourth quarter of the 1997
fiscal year, we charged off the full value of a $3 million subordinated note
investment.  That investment was in Cole Taylor Financial Group, a company that
later underwent a reorganization and changed its name to Reliance Acceptance
Group.  Since that time, we have worked hard to recover that investment.  That
persistence paid off.  The payment represents the full recovery at a rate of
110 % of the original investment.

Since 1906, we here at Fidelity have been providing customers the products they
need and the kind of service few banks can match. And when I say "we here at
Fidelity," I mean every single employee of this company, from our board of
directors who give such excellent counsel and oversite, to our executive team,
branch managers and tellers.

When we went public in 1993, converting from a mutual to a stockholder-owned
company, we pledged to focus on shareholder value, though we promised not to
compromise the high level of service, or the quality of our loan investments,
that we are known for.  Now, as we look ahead to the prospect of becoming part
of MidAmerica, we can say with confidence that we have fulfilled that pledge.
I'd like to thank our shareholders and our customers for their loyalty, and
perhaps most important, for placing their savings, their investment, and their
trust in us for these many years. We are confident the Fidelity tradition of
community banking, customer service and shareholder value will live on, and
even grow, as the company's five offices become integrated into MAF Bancorp and
MidAmerica Bank.

Thank you very much.