INDEPENDENT AUDITOR'S REPORT


The Board of Directors
Fidelity Bancorp, Inc.
Chicago, Illinois:



We have audited the accompanying consolidated statements of
financial condition of Fidelity Bancorp, Inc. (the Company) and
subsidiary as of September 30, 1999, and the related consolidated
statements of earnings, changes in stockholders' equity, and cash
flows for the year then ended.  These consolidated financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Fidelity Bancorp, Inc. and subsidiary as of September
30, 1999, and the results of their operations and their cash
flows for the year then ended, in conformity with generally
accepted accounting principles.




KPMG LLP


Chicago, Illinois
October 22, 1999