Exhibit 99.2

                            FIDELITY FEDERAL BANCORP

Dear Stockholder:

     We are sending you this letter as a holder of our common stock in
connection with our offering of subscription rights to acquire $1,000 principal
amount notes and warrants (the "Rights Offering") as described in the enclosed
Prospectus. We have described the subscription rights and the Rights Offering in
the enclosed Prospectus and evidenced the subscription rights by a Shareholder
Rights Agreement registered in your name. Enclosed are copies of the following
documents:

     1.   The Prospectus;

     2.   The Shareholder Rights Agreement;

     3.   The "Instructions for Use of Fidelity Federal Bancorp Shareholders
          Rights Agreements" (including Guidelines for Certification of Taxpayer
          Identification Number on Substitute Form W-9); and

     4.   A return envelope addressed to Fidelity Federal Bancorp.

     To participate in the Rights Offering, we suggest that you act promptly.

     Neither the Company nor its board of directors is making any recommendation
as to whether or not you should exercise your subscription rights. You should
make your decision based on your own assessment of your best interests after
reading the Prospectus.

     If you have any questions about the Rights Offering, please contact Mark A.
Isaac, Vice President, at (812) 424-0921.

Very truly yours,



Donald R. Neel
Executive Vice President