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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-Q



           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE              
 
                      SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 1997

                        Commission file number 0-22826


                              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) 


     Indicate by check mark whether the registrant (1) has filed all the
reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days.  YES   X    NO       


     The number of shares outstanding of each of the issuer's classes of common
stock, was 2,791,978 shares of common stock, par value $.01, outstanding as of
July 18, 1997.


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                            FIDELITY BANCORP, INC.
                                  FORM 10-Q

                                   INDEX

PART I.   FINANCIAL INFORMATION                                       PAGE(S) 
Item 1.   Financial Statements

          Consolidated Statements of Financial Condition
          as of June 30, 1997 (unaudited) and September 30, 1996         1 

          Consolidated Statements of Earnings for the nine and three
          months ended June 30, 1997 and 1996 (unaudited)                2

          Consolidated Statements of Changes in Stockholders' Equity          
          for the nine months ended June 30, 1997 and 1996 (unaudited)   3

          Consolidated Statements of Cash Flows for the nine months
          Ended June 30, 1997 and 1996 (unaudited)                       4

          Notes to Unaudited Consolidated Financial Statements           5

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                     6-11 

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                             12 
Item 2.   Changes in Securities                                         12 
Item 3.   Defaults upon Senior Securities                               12 
Item 4.   Submission of Matters to a Vote of Security Holders           12 
Item 5.   Other Information                                             12 
Item 6.   Exhibits and Reports on Form 8-K                              12-13 
          SIGNATURE PAGE                                                14


























FIDELITY BANCORP, INC.
Consolidated Statements of Financial Condition
(Dollars in thousands, except per share data)



ASSETS                                                        June 30,   September 30,
                                                                1997         1996
                                                            (unaudited)
                                                                     
Cash and due from banks                                    $      885         3,848
Interest-bearing deposits                                         640           225
Federal funds sold                                              7,000           200
Investment in dollar-denominated mutual funds, at 
  fair value                                                    4,140         3,146
FHLB of Chicago stock                                           5,175         5,795
Mortgage-backed securities held to maturity, at
  amortized cost (approximate fair value of $18,857
  at June 30, 1997 and $21,766 at September 30, 1996)          18,702        21,673
Investment securities available for sale, at fair value        64,745        78,104
Loans receivable, net of allowance for loan losses of $857
  at June 30, 1997 and $810 at September 30, 1996             380,733       354,255
Accrued interest receivable                                     2,924         3,199
Real estate in foreclosure                                        109            97
Premises and equipment                                          3,566         3,780
Deposit base intangible                                           119           158
Other assets                                                    1,105         1,382
                                                              -------       -------
                                                            $ 489,843       475,862
                                                              =======       =======

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Deposits                                                      335,347       302,934
Borrowed funds                                                 91,500       115,300
Advance payments by borrowers for taxes and insurance           4,685         1,953
Other liabilities                                               7,430         6,847
                                                              -------       -------
Total liabilities                                             438,962       427,034

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized 2,500,000
  shares; none outstanding                                        -             -
Common stock, $.01 par value; authorized 8,000,000 shares;
  issued 3,782,350 shares; 2,791,978 and 2,866,108 shares
  outstanding at June 30, 1997 and September 30, 1996              38            38
Additional paid-in capital                                     37,293        37,079
Retained earnings, substantially restricted                    30,100        27,851
Treasury stock, at cost (990,372 and 916,242 shares at
  June 30, 1997 and September 30, 1996, respectively)         (13,897)      (12,619)
Common stock acquired by Employee Stock Ownership Plan         (1,662)       (2,078)
Common stock acquired by Bank Recognition and Retention Plans    (516)         (708)
Unrealized loss on investment securities available for sale,
  less applicable taxes                                          (475)         (735)
                                                              -------       -------
TOTAL STOCKHOLDERS' EQUITY                                     50,881        48,828
Commitments and contingencies
                                                           $  489,843       475,862
                                                              =======       =======

See accompanying notes to unaudited consolidated financial statements. 

FIDELITY BANCORP, INC.
Consolidated Statements of Earnings
(Dollars in thousands, except per share data)


                                              Three Months ended     Nine Months ended
                                                  June 30,                June 30,
                                              1997        1996         1996      1997
                                            --------------------     -----------------
                                                             (unaudited)
                                                                        
Interest Income:
  Loans receivable                          $ 7,130      6,076      21,160    17,259
  Investment securities                       1,450      1,519       4,425     4,262
  Mortgage-backed securities                    340        415       1,075     1,310
  Interest earning deposits                      16         13          35        53
  Federal funds sold                              6          3          11        36
  Investment in mutual funds                     42         27         124        33
                                             ------     ------      ------    ------
                                              8,984      8,053      26,830    22,953
Interest Expense:
  Deposits                                    4,022      3,471      11,820    10,465
  Borrowed funds                              1,364      1,178       4,141     2,609
                                             ------     ------      ------    ------
                                              5,386      4,649      15,961    13,074

Net interest income before provision 
  for loan losses                             3,598      3,404      10,869     9,879
  Provision for loan losses                      15         10          54        90
                                             ------     ------      ------    ------
Net interest income after provision
  for loan losses                             3,583      3,394      10,815     9,789

Non-Interest Income:                    
  Fees and commissions                           85         87         287       283
  Insurance and annuity commissions             192        105         482       401
  Other                                          17         18          45        39
                                             ------     ------      ------    ------
                                                294        210         814       723
Non-Interest Expense:
  General and administrative expenses:
    Salaries and employee benefits            1,343      1,215       4,016     3,634 
    Office occupancy and equipment              305        302         903       897
    Data processing                             116        110         357       336
    Advertising and promotions                  130         94         468       333
    Federal deposit insurance premiums           59        170         267       499
    Other                                       334        332       1,034       922 
                                             ------     ------      ------     -----
  Total general and administrative expenses   2,287      2,223       7,045     6,621
    Amortization of intangible                   12         16          39        48
                                             ------     ------      ------    ------
                                              2,299      2,239       7,084     6,669   
                                             ------     ------      ------    ------
Income before income taxes                    1,578      1,365       4,545     3,843
Income tax expense                              546        530       1,682     1,492
                                             ------     ------      ------    ------
Net income                                  $ 1,032        835       2,863     2,351
                                             ======     ======      ======    ======
Earnings per share - primary                $  0.37       0.28        1.02      0.78
Earnings per share - fully diluted          $  0.37       0.28        1.02      0.77
                                             ======     ======      ======    ====== 

See accompanying notes to unaudited consolidated financial statements.

FIDELITY BANCORP, INC.
Consolidated Statements of Changes in Stockholders' Equity
(Dollars in thousands)

Nine months ended June 30, 1997 and 1996



                                                                                  Unrealized
                                                                                   Loss on
                                                               Common   Common    Investment
                                Additional                      Stock    Stock    Securities
                         Common   Paid-In   Retained Treasury  Acquired Acquired   Available
                          Stock   Capital   Earnings   Stock   by ESOP  by BRRP's  For Sale     Total
                           ---    ------    -------   -------   ------   ------      ----      -------
                                                                               
Balance at
  September 30, 1995       $38    36,795     26,449   (5,978)  (2,494)    (963)       (55)     $53,792
Net income                   -         -      2,351        -        -        -          -        2,351
Purchase of treasury stock
  (350,466 shares)           -         -          -   (5,573)       -        -          -       (5,573)
Cash dividends ($.16 per
  share)                     -         -       (564)       -        -        -          -         (564)
Amortization of award of
  BRRP's stock               -         -          -        -        -      191          -          191
Cost of ESOP shares released -         -          -        -      416        -          -          416
Exercise of stock options
  and reissuance of treasury
  shares (2,200 shares)      -        (6)         -       28        -        -          -           22
Tax benefit related to
  stock options exercised    -         2          -        -        -        -          -            2
Market adjustment for
  committed ESOP shares      -       171          -        -        -        -          -          171
Change in unrealized loss
  on investment securities
  available for sale         -         -          -        -        -        -     (1,007)      (1,007)
                           ---    ------    -------   ------   ------   ------       ----      -------
Balance at June 30 1996    $38    36,962     28,236  (11,523)  (2,078)    (772)    (1,062)     $49,801
                           ===    ======    =======   ======   ======  =======     ======      =======

Balance at
  September 30, 1996        38    37,079     27,851  (12,619)  (2,078)    (708)      (735)      48,828
Net income                   -         -      2,863        -        -        -          -        2,863
Purchase of treasury stock
 (82,030 shares)            -         -          -    (1,389)       -        -          -       (1,389)
Cash dividends ($.22 per
  share)                     -         -       (614)       -        -        -          -         (614)
Amortization of award of
  BRRP's stock               -         -          -        -        -      192          -          192
Cost of ESOP shares released -         -          -        -      416        -          -          416
Exercise of stock options
  and reissuance of treasury
  shares (7,900 shares)      -       (32)         -      111        -        -          -           79
Tax benefit related to
  stock options exercised    -        13          -        -        -        -          -           13
Market adjustment for
  committed ESOP shares      -       233          -        -        -        -          -          233
Change in unrealized loss
  on investment securities
  available for sale         -         -          -        -        -        -        260          260  
                           ---    ------    -------   ------   ------    -----       ----       ------
Balance at June 30, 1997   $38    37,293     30,100  (13,897)  (1,662)    (516)      (475)     $50,881
                           ===    ======    =======   ======   ======    =====       ====      =======



See accompanying notes to unaudited consolidated financial statements. 






FIDELITY BANCORP, INC.
Consolidated Statements of Cash Flows
(Dollars in thousands)


Nine months ended June 30,                                       1997          1996
                                                               ------        ------
                                                                   (unaudited)
                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                   $  2,863         2,351
Adjustment to reconcile net income to net cash
  provided by operating activities:
  Depreciation                                                    261           287
  Deferred income taxes                                            13             2
  Provision for loan losses                                        54            90
  Recapture of credit enhancement losses                           -            (10)
  Net amortization and accretion of premiums and discounts         21           211
  Amortization of cost of stock benefit plans                     192           191
  Principal payment on ESOP loan                                  416           416
  Market adjustment for committed ESOP shares                     233           171
  Deferred loan fees, net of amortization                        (337)         (862)
  Amortization of deposit base intangible                          39            48
  Sale of real estate owned                                       101            -
  Decrease in accrued interest receivable                         275             2 
  Decrease in other assets                                        267            60
  Increase in other liabilities                                   398           617
                                                               ------        ------
Net cash provided by operating activities                       4,796         3,574
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of investment securities            30,000        63,000
  Proceeds from redemption of mutual funds                         -             40
  Redemption of Federal Home Loan Bank of Chicago stock           935           179
  Purchase of mutual funds                                       (994)       (2,956)
  Purchase of Federal Home Loan Bank of Chicago stock            (315)       (2,789)
  Purchase of investment securities available for sale        (19,975)      (65,000)
  Loans originated for investment                             (66,917)     (107,216)
  Purchase of premises and equipment                              (47)          (94)
  Principal repayments collected on loans receivable           40,606        41,653  
  Principal repayments collected on investment securities       3,784         5,671
  Principal repayments collected on mortgage-backed securities  2,958         3,359
                                                               ------        ------
Net cash used in investing activities                          (9,965)      (64,153)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                     32,413         9,947
  Proceeds from (repayments of) FHLB advances                 (23,800)       58,018
  Net increase (decrease) in advance payments 
    by borrowers for taxes and insurance                        2,732          (722)
  Purchase of treasury stock                                   (1,389)       (5,573)
  Payment of common stock dividends                              (614)         (564)
  Proceeds from exercise of stock options                          79            22
                                                               ------        ------
Net cash provided by financing activities                       9,421        61,128
                                                               ------        ------
Net change in cash and cash equivalents                         4,252           549
Cash and cash equivalents at beginning of period                4,273         4,115
                                                               ------        ------
Cash and cash equivalents at end of period                   $  8,525         4,664
                                                               ======        ======
CASH PAID DURING THE PERIOD FOR:
   Interest                                                  $ 15,912        13,049
   Income taxes                                                   815         1,076
NON-CASH INVESTING ACTIVITIES - 
   Loans transferred to real estate in foreclosure                109           112
                                                               ======        ======

See accompanying notes to unaudited consolidated financial statements.




FIDELITY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles (GAAP) for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the information and
notes required by GAAP for complete financial statements.  In the opinion of
management, all adjustments (consisting of only normal recurring accruals)
necessary for a fair presentation have been included.

The results of operations and other data for the nine months ended June 30,
1997 are not necessarily indicative of results that may be expected for the
entire fiscal year ending September 30, 1997.

The unaudited consolidated financial statements include the accounts of
Fidelity Bancorp, Inc. (the "Company") and its wholly-owned subsidiary,
Fidelity Federal Savings Bank and subsidiaries (the "Bank").  All material
intercompany accounts and transactions have been eliminated in consolidation.


(2)  EARNINGS PER SHARE

Earnings per share of common stock for the three and nine months ended June 30,
1997 have been determined by dividing net income by 2,803,996 and 2,799,423,
respectively, the weighted average number of shares of common stock and common
stock equivalents outstanding.  Earnings per share information for the three
and nine months ended June 30, 1996 were determined by dividing net income by
2,944,771 and 3,039,841, respectively, the weighted average number of shares of
common stock and common stock equivalents outstanding.  Stock options are
regarded as common stock equivalents and are therefore considered in the
earnings per share calculations.  Common stock equivalents are computed using
the treasury stock method.


(3)  COMMITMENTS AND CONTINGENCIES

At June 30, 1997, the Bank had outstanding commitments to originate mortgage
loans  of $5.7 million, of which $540,000 were fixed rate, with rates ranging
from 7.75% to 8.25%, and $5.2 million were adjustable rate commitments.  The
Bank had a commitment to purchase a $8.45 million FHLB note with a rate of
7.4%.  This note settles on July 9, 1997, and has a stated maturity of July 9,
2007, callable on July 9, 1998.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

GENERAL
The Company's results of operations are dependent on net interest income which
is the difference between interest earned on its loan and investment
portfolios, and its cost of  funds, consisting of interest paid on deposits and

borrowed money.  The Company also generates non-interest income such as
transactional fees, loan servicing fees, and fees and commissions from the
sales of insurance products and securities through its subsidiary. Operating
expenses primarily consist of employee compensation, occupancy expenses,
federal deposit insurance premiums and other general and administrative
expenses.  The results of operations are also significantly affected by general
economic and competitive conditions, particularly changes in market interest
rates, government policies and actions of regulatory authorities.

The Company reported earnings for the third quarter ended June 30, 1997 of $1.0
million compared with $835,000 for the same quarter a year ago, an increase of
23.6%.  Earnings per fully diluted share for the quarter were $0.37 per share,
up $0.09 per share, or 32.1% from the third quarter of 1997.

For the first nine months of the fiscal year, the Company reported similar
gains in net income and earnings per share.  For the nine months ended June 30,
1997, Fidelity's net income was $2.9 million, compared with $2.4 million for
the first nine months of 1996.  Earnings per fully diluted share for the first
nine months were $1.02 per share, up 30.8% from the nine month period one year
ago.

The Company also announced that its board of directors declared a quarterly
dividend of $0.08 per share, payable August 15, 1997 to shareholders of record
as of July 31, 1997.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
This report contains certain forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.  The Company intends such forward-
looking statements to be covered by the safe harbor provisions for forward-
looking statements contained in the Private Securities Reform Act of 1995, and
is including this statement for purposes of these safe harbor provisions. 
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies and expectations of the Company, are generally
identifiable by use of the words "believe," "expect," "intend," "anticipate,"
"estimate," "project" or similar expressions.  The Company's ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain.  Factors which could have a material adverse affect on the
operations and future prospects of the Company and the subsidiaries include,
but are not limited to, changes in: interest rates, general economic
conditions, legislative/regulatory changes, monetary and fiscal policies of the
U.S. Government, including policies of the U.S. Treasury and the Federal
Reserve Board, the quality or composition of the loan or investment portfolios,
demand for loan products, deposit flows, competition, demand for financial
services in the Company's market area and accounting principles, policies and
guidelines.  These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements.  Further information concerning the Company and its business,
including additional factors that could materially affect the Company's
financial results, is included in the Company's filings with the Securities and
Exchange Commission.  


LIQUIDITY & CAPITAL RESOURCES
Liquidity management is both a daily and long-term function of management's
strategy.  The Company's primary sources of funds are deposits and borrowings,
amortization and prepayment of loan principal and mortgage-backed securities,

maturities of investment securities and operations.  While maturing investments
and scheduled loan repayments are relatively predictable, deposit flows and
loan prepayments are greatly influenced by interest rates, floors and caps on
loan rates, general economic conditions and competition.  Management generally
manages the pricing of its deposits to be competitive and increase core deposit
relationships, but has from time to time decided not to pay deposit rates that
are as high as those of its competitors and, when necessary, to supplement
deposits with Federal Home Loan Bank ("FHLB") advances.

Federal regulations require the Bank to maintain minimum levels of liquid
assets.  This requirement, which may be varied at the direction of the Office
of Thrift Supervision ("OTS") depending upon economic conditions and deposit
flows, is based upon a percentage of deposits and short-term borrowings.  The
current required ratio is 5.0%.  The Bank has historically maintained its
liquidity ratio for regulatory purposes at levels in excess of those required. 
At June 30, 1997, the Bank's liquidity ratio was 7.45%.

The Bank's cash flows are comprised of three classifications: cash flows from
operating activities, cash flows from investing activities, and cash flows from
financing activities.  Cash flows from operating activities, consisting
primarily of interest and dividends received less interest paid on deposits,
were $4.8 million for the nine months ended June 30, 1997.  A one-time special
assessment charge of $1.6 million was recorded on September 30, 1996 as the
result of legislation regarding the Savings Association Insurance Fund (the
"SAIF").  During the nine month period ended June 30, 1997, the Company paid
the SAIF special assessment, thereby reducing the net cash provided by
operating activities.  Net cash used in investing activities was $10.0 million
for the nine months ended June 30, 1997.  Investing activities consisted
primarily of disbursements for loan originations and principal collected on
loans as well as maturities and reinvestments of the  Bank's investment
portfolio.  Net cash provided by financing activities amounted to $9.4 million
for the nine months ended June 30, 1997.  The $32.4 million in increased
deposits was partially offset by net repayments of $23.8 million in FHLB
advances.

At June 30, 1997, the Bank had outstanding loan commitments of $5.7 million. 
Management anticipates that it will have sufficient funds available to meet its
current loan commitments.  Certificates of deposit scheduled to mature in one
year or less from June 30, 1997 totalled $168.7 million.  Consistent with
historical experience, management believes that a significant portion of such
deposits will remain with the Bank, and that their maturity and repricing will
not have a material adverse impact on the operating results of the Company.

The Bank's Tangible and Leverage Capital ratio at June 30, 1997 was 8.6%.  This
exceeded the Tangible Capital requirement of 1.5% of adjusted assets and the
Core ("Leverage") Capital requirement of 3% of adjusted assets by $34.3 million
and $27.1 million, respectively.  The Bank's Risk-based Capital ratio was 18.3%
at June 30, 1997 which exceeded the Risk-based Capital requirement of 8% of
Risk-weighted assets by $23.7 million.


CHANGES IN FINANCIAL CONDITION
Total assets at June 30, 1997 were $489.8 million, compared to $475.9 million
at September 30, 1996.  Loans receivable, net of allowance for loan losses,
grew at an annualized growth rate 10.0% during the first nine months of fiscal
1997.    The Company continues to offer various loan products, and prices them
competitively.  Current year multi-family and commercial originations accounted
for $13.0 million, or 19.4% of all originations.  The Company's total loan
originations were $66.9 million for the nine months ended June 30, 1997.


Total deposits increased $32.4 million to $335.3 million at June 30, 1997
compared to the balance of $302.9 million at September 30, 1996.  Growth in
deposits for the nine month period was the result of the promotion of
transaction accounts, including the introduction of a new line of checking
accounts.  Management continues to utilize FHLB advances when they are a cost
effective source to fund loan activity.  During the nine month period ending
June 30, 1997, the Company has repaid a net $23.8 million in FHLB advances.

Book value per share on June 30, 1997 was $18.22, compared with $17.04 at
September 30, 1996.


ASSET QUALITY
As of June 30, 1997, the Company had non-performing assets of $3.9 million.
Classified loans of $1.9 million were categorized as substandard as were $2.0
of Bennett Funding Group commercial leases (see below).  The $1.9 million
amount increased from last quarter because of three additional residential
mortgage  loans that were non-performing at the end of the quarter.  Management
believes it has reserved sufficiently for these non-performing assets.

From October 1994 through January 1995, the Company purchased 454 full-payout
commercial equipment leases located in various parts of the country with
original aggregate outstanding principal balances of $3.0 million.  Since that
time normal lease payments had reduced the aggregate outstanding balance to
$2.0 million at February 29, 1996.  These leases were all originated by,
serviced by, and financially guaranteed by Bennett Funding Group of Syracuse,
New York ("BFG").  On March 29, 1996 it was reported that BFG was the target of
a civil complaint filed by the Securities and Exchange Commission.  On that
same date, BFG filed a Chapter 11 bankruptcy petition in the Northern District
of New York and halted payments on the lease agreements.  The Bankruptcy
Trustee is currently collecting the lease payments from the lessees and holding
them in escrow pending the outcome of the litigation concerning BFG, its
creditors, and related issues.  This disruption of payment flows from the
servicer, BFG, has caused the Company to classify all the leases as
substandard, place them on non-accrual status and to categorize them as non-
performing and impaired.

The Company is vigorously pursuing available legal remedies in an attempt to
protect and collect amounts due under the terms of the underlying leases.  The
substance of the Company's claims center on the assertion that it has a
perfected security interest in the leases and the proceeds thereof.  The
Trustee disagrees.  The opinion of the Company's bankruptcy counsel at this
time is that the Company's position should ultimately prevail.  There can be no
assurance, however, of the actual results of this legal process or the extent
of the Company's recovery, if any.

Management has estimated what is believed to be the realizable value of the
leases and established a valuation allowance of $406,000.  In the event that
the outcome of the litigation is not favorable, i.e. the Company's status is
that of an unsecured creditor, the recovery may be substantially smaller.  Any
recovery by the Company of less than the net book value of the leases will
cause additional losses to the Company.


STOCK REPURCHASE
On November 26, 1996, the Company completed its sixth repurchase program.   As
a component of its strategy to build shareholder value, the Company has
repurchased 1,002,472 shares, at an average cost of $14.03 through June 30,
1997.

RECENT REGULATORY DEVELOPMENTS
Legislation has been introduced in the Congress that would eliminate the
federal thrift charter by requiring each federal thrift to convert to a
national bank or to a state bank or state thrift.  One of the pending bills
would require the conversion to occur by January 1, 1998 while the other would
require conversion by June 30, 1998.  Under the proposed legislation, state
thrift institutions would be regulated for purposes of federal law as state
banks.  The bills would allow a converting federal thrift to retain
nonconforming investments and activities for a period of two years following
conversion (subject to extension by the converted bank's primary federal
regulator for up to two additional one year periods).  The pending legislation
would allow savings and loan holding companies that become bank holding
companies as a result of a charter conversion pursuant to the legislation to
continue to engage in any activity in which they are currently allowed to
engage, provided that they remain "qualified bank holding companies."  In order
to be deemed a qualified bank holding company, each depository institution
subsidiary of the holding company that was previously a thrift institution must
continue to satisfy the qualified thrift lender test and comply with all
investment limitations to which the institution was subject as a thrift
institution.  Further, the proposed legislation imposes certain restrictions on
the ability of a qualified bank holding company to acquire other depository
institutions or to be acquired.  If a savings and loan holding company failed
to remain a qualified bank holding company, the company would become subject to
all of the nonbanking activities restrictions generally applicable to bank
holding companies.

The Congress is also considering legislation that would allow bank holding
companies to engage in a wider range of nonbanking activities, including
greater authority to engage in securities and insurance activities.  While the
scope of permissible nonbanking activities and the conditions under which the
new powers could be exercised varies among the bills, the expanded powers
generally would be available to a bank holding company only if the bank holding
company and its bank subsidiaries remain well-capitalized and well-managed. 
The bills also impose various restrictions on transactions between the
depository institution subsidiaries of bank holding companies and their nonbank
affiliates.  These restrictions are intended to protect the depository
institutions from the risks of the new nonbanking activities permitted to such
affiliates.

At this time, the Company is unable to predict whether any of the pending bills
will be enacted and, therefore, is unable to predict the impact such
legislation may have on the operations of the Company and the Bank.



















AVERAGE BALANCE SHEET

The following table sets forth certain information relating to the Company's
average balance sheet and reflects the average yield on assets and average cost
of liabilities for the periods indicated. Such yields and costs are derived by
dividing income or expense by the average balance of assets or liabilities,
respectively, for the periods shown.  Average balances are derived from average
daily balances.  The yields and costs include fees, which are considered
adjustments to yields.



                                     Three Months Ended June 30,               Nine Months Ended
                                    1997                      1996                June 30,1997
                          ------------------------   ----------------------- ----------------------
                                    Inter- Average           Inter- Average          Inter- Average
                          Average    est    Yield    Average   est   Yield  Average   est    Yield
                                                     (dollars in thousands)
                          ------------------------   ----------------------- ----------------------
                                                                    
Interest-earning assets:
 Loans receivable, net   $375,286  7,130    7.60%    316,350  6,076  7.68%   367,004  21,160  7.69%
 Mortgage-backed
   securities              19,342    340    7.03%     23,732    415  6.99%    20,390   1,075  7.03%
 Interest-bearing 
   deposits                 1,251     16    5.12%        981     13  5.30%       924      35  5.05%
 Investment securities,
   mutual funds, federal 
   funds sold and FHLB
   stock                   83,336  1,498    7.19%     88,793  1,549  6.98%    85,491   4,560  7.11%
                          -------  -----   -----      ------  -----  -----   -------   -----  -----
Total interest-earning 
 assets                   479,215  8,984    7.50%    429,856  8,053  7.49%   473,809  26,830  7.55%
Non-interest earning
 assets                    10,786                     12,164                  11,209
                          -------                    -------                 -------
Total assets             $490,001                    442,020                 485,018   
                          =======                    =======                 =======

Interest-bearing liabilities:                                           
Deposits:                                           
 Savings account           77,231    549    2.84%     97,603    703  2.99%    80,803   1,721  2.84%
 Money market accounts     18,202    190    4.18%     20,805    213  4.10%    18,627     581  4.16%
 Certificate accounts     232,695  3,283    5.64%    172,029  2,528  5.88%   222,812   9,518  5.70%
                          -------   -----   -----     ------    ---  -----   -------   -----  -----
Total deposits            328,128  4,022    4.90%    290,437  3,471  4.78%   322,242  11,820  4.89%

Borrowed funds             96,067  1,364    5.68%     85,470  1,178  5.51%    97,939   4,141  5.64%
                          -------   -----   -----     ------    ---  -----   -------   -----  -----
Total interest-bearing
 liabilities              424,195  5,386    5.08%    375,907  4,649  4.95%   420,181  15,961  5.06%
Non-interest bearing
 deposits                   4,626                      5,519                   4,613
Other liabilities          10,344                      8,596                  10,053
                          -------                     ------                 -------
Total liabilities         439,165                    390,022                 434,847

Stockholders' equity       50,836                     51,998                  50,171
                          -------                     ------                 -------
Total liabilities and
 stockholders' equity    $490,001                    442,020                 485,018
                          =======                    =======                 =======  
Net interest 
 income/interest rate
 spread (1)                        3,598    2.42%             3,404  2.55%           10,869  2.49%

Net earning 
 assets/net interest
 margin (2)               $55,020           3.00%     53,931         3.17%    53,628         3.06%

Ratio of interest-
 earning assets to
 interest-bearing 
 liabilities                 1.13x                      1.14x                  1.13x


(1)    Interest rate spread represents the difference between the average rate
       on interest-earning assets and the average cost of interest bearing
       liabilities. 
(2)    Net interest margin represents net interest income divided by average
       interest-earning assets. 
(3)    Average yields and costs for the three and nine month periods are
       annualized for presentation purposes.
(4)    The consumer loan receivable portfolio includes $2.0 million of Bennett
       Funding Group commercial leases for which there has been no interest
       recorded since February 1996. (see Asset Quality)


COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND
JUNE 30, 1996

GENERAL.  Net income for the three months ended June 30, 1997 was $1.0 million,
an increase of $197,000 from the net income of $835,000 for the three months
ended June 30, 1996.  Current quarter pre-tax income increased 15.6% due to a
5.7% increase in net interest income before provision.  The increase is
primarily due to a $1.1 million increase in loans receivable income.

INTEREST INCOME.  Interest income increased $931,000, or 11.6% to $9.0 million
in the 1997 period from $8.1 million for the 1996 period.  The increase in
interest income is the result of an 11.5% increase in interest-earning assets. 
The yield from 1996 to 1997 has remained level at 7.5%.  Due to greater
originations and lower pay-offs, the average loan portfolio increased 18.6% to
$375.3 million.  The decreased average balance of mortgage-backed securities is
purely a result of continued monthly repayments.  The average investment
portfolio decreased 6.1%  to $83.3 million.  The changes in the investment
portfolio have been limited to maturities and purchases of similar products. 
The investment portfolio earned 21 basis points more than the same quarter a
year ago.

INTEREST EXPENSE.  Increasing deposit rates combined with a 13.0% larger
average deposit base caused interest expense on savings to increase by
$551,000, or 15.9% for the three months ended June 30, 1997.  The cost of
borrowed funds increased $186,000 from the previous year's quarter because of
increased utilization of FHLB advances.  The cost of these advances has
increased 17 basis points while the average FHLB advances balance increased
from $85.5 million to $96.1 million.

PROVISION FOR LOAN LOSSES.  The Company recorded a $15,000 provision for loan
losses in the third quarter as compared to a $10,000 provision for loan losses
in the 1996 period.  As of June 30, 1997, the cumulative allowance for loan
losses was $857,000, or 22.4% of non-performing loans.  The ratio of the
allowance for loan losses to net loans receivable stands at 0.23%.  See
discussion regarding non-performing assets in the "Asset Quality" section of
the Management's Discussion and Analysis of Financial Condition.  Management
believes that its allowance for loan losses is adequate to provide for
potential foreseeable losses. 

NON-INTEREST INCOME.  Non-interest income increased 40.0% to $294,000 from
$210,000 in the same quarter the  previous year.  Insurance and annuity
commissions increased $87,000 due to increased sales activity.  The increase is
due to the INVEST program sponsoring and promoting seminars for the benefit of
customers. 

NON-INTEREST EXPENSE.  Non-interest expense for the quarter ended June 30, 1997
totalled $2.3 million, compared to $2.2 million in 1996.  Advertising
expenditures have increased $36,000 in a planned effort to introduce new
products to the community.  The results of this effort are reflected in the
increased deposits.  Federal deposit insurance premiums decreased by $111,000
or 65.3%, primarily as a result of the recently-passed FDIC deposit insurance
legislation.

INCOME TAXES.  Income taxes increased $16,000 for the three months ended June
30, 1997 to $546,000  compared to $530,000 for the prior year due to increased
pre-tax income as well as slight changes in the effective tax rate.





COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND
JUNE 30, 1996

GENERAL.  Net income for the nine months ended June 30, 1997 was $2.9 million,
an increase of $512,000 from the net income of $2.4 million for the nine months
ended June 30, 1996.  This 21.8% increase can be attributed to a 10.0% increase
in net interest income before provision for loan losses.

INTEREST INCOME.  Interest income increased $3.9 million, or 16.9%, to $26.8
million in the 1997 period from $23.0 million for the 1996 period.  The
increase is attributable primarily to increased interest income from loans
receivable.  Successful originations account for the 25.7% increase in average
loans receivable.  The increased volume of $75.1 million, offset by the 19
basis point decrease in weighted average loan yields, accounts for the 22.6%
increase in loan receivable interest income.  Also contributing to the increase
was the $229,000 increase in income generated from the investment portfolio. 
Although the  average volume of investments remained stable at $85 million, the
average yield increased 28 basis points over the prior year.

INTEREST EXPENSE.  Interest expense increased $2.9 million, or 22.1%, to $16.0
million for the nine months ended June 30, 1997.  A $35.7 million increase in
the average deposit balance accounts for the increase in deposit interest cost. 
The average cost of savings products remained at 4.9%.  Interest expense on
borrowed funds reflects the 59.2% increase in the average FHLB advances.  The
weighted average rate from June 30, 1997 to June 30, 1996 remained at 5.6%. 
The current quarter average balance of $97.9 million in borrowed funds
increased $36.4 million from the one year prior average balance of $61.5
million.

PROVISION FOR LOAN LOSSES.  The Company recorded a $54,000 provision for loan
losses in the first nine months of fiscal 1997, as compared to a $90,000
provision in its comparable period one year ago.  The provision for the loan
losses reflect management's on-going evaluation of losses on loans and the
adequacy of the allowance for loan losses based on all pertinent
considerations, including current market conditions.  See discussion regarding
non-performing assets in the "Asset Quality" section of the Management's
Discussion and Analysis of Financial Condition.

NON-INTEREST INCOME.  Non-interest income generated from insurance and annuity
commissions increased $81,000, or 20.2% compared to $401,000 the previous year. 
The increase is a result of increased INVEST sales efforts.

NON-INTEREST EXPENSE.  Non-interest expense for 1997 totalled $7.1 million, an
increase of $415,000 or 6.2%, from $6.7 million for the nine months ended June
30, 1996.   Salaries and employee benefits continued to increase due to
additional personnel and market adjustments for the ESOP shares to be released
December 31, 1997.  In addition to compensation, advertising increased due to
the introduction of new products to customers.  Insurance premium expense
decreased $232,000 primarily as a result of legislation passed September 30,
1996 regarding FDIC premiums, partially offset by the premiums on increased
balances in savings deposits.

INCOME TAXES.  Income taxes increased $190,000 for the nine months ended June
30, 1997 to $1.7 million compared to $1.5 million for the prior year due to
increased taxable income and updates of the effective tax rate.







                              Part II - Other Information


Item 1.    LEGAL PROCEEDINGS
           The Bank is involved in legal proceedings regarding the Bennett
           Funding Group ("BFG") bankruptcy proceedings, in which the Bank has
           an investment in commercial leases guaranteed by BFG.  The
           Bankruptcy Trustee has  filed an adversary complaint against the
           Bank for claimed violations of the automatic stay provisions of the
           bankruptcy code with respect to post-petition collection efforts of
           the Bank.  The monies collected by the Bank, aggregating approxi-
           mately $60,000, have since been remitted to the Trustee's escrow
           account after obtaining assurances from the court that the funds
           would be protected pending the outcome of the litigation.  The
           Trustee's claim for $10 million for sanctions and actual damages
           based on the Bank's post-petition collection activity is also being
           vigorously contested.  The Trustee has also filed an adversary
           proceeding against 60 banks, including the Bank, asserting various
           causes of action.  The results of these adversary proceeding are not
           expected to have a material adverse impact on the Company.

Item 2.    Changes in Securities
           Not applicable.

Item 3.    Defaults Upon Senior Securities
           Not applicable.

Item 4.    Submission of Matters to a Vote of Security Holders 
           None.

Item 5.    Other Information
           None.

Item 6.    Exhibits and Reports on Form 8-K
            (a)  Exhibits
                 27.0  Financial Data Schedule
            (b)  Reports on Form 8-K
                 None.





















                                       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 thereunto duly authorized. 


                                 Fidelity Bancorp, Inc.



Dated:      July 21, 1997                /s/  RAYMOND S. STOLARCZYK
                                         -----------------------------          
                                         Raymond S. Stolarczyk                  
                                         Chairman and Chief Executive Officer 

                                

Dated:      July 21, 1997               /s/  JAMES R. KINNEY
                                        -----------------------------           
                                        James R. Kinney
                                        Sr. V. P. and Chief Financial Officer