UNITED STATES
                       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

       Date of Report (Date of earliest event reported): October 21, 2004

                            FIDELITY BANKSHARES, INC.
               (Exact Name of Registrant as Specified in Charter)

            Delaware                    000-29040                65-0717085
- -----------------------            ------------------        -----------------
(State or Other Jurisdiction)      (Commission File No.)      (I.R.S. Employer
      of Incorporation)                                      Identification No.)


205 Datura Street, West Palm Beach, Florida                        33401
- -------------------------------------------                      ----------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's telephone number, including area code:  (561) 803-9900
                                                     --------------



                                 Not Applicable
                                 -------------
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 8.01      Other Events
               ------------
               The Company  issued a press release  announcing the redemption of
               its existing 8.375% trust preferred  securities and participation
               in a pooled  trust  preferred  issuance.  The  press  release  is
               included as an exhibit.

Item 9.01      Financial Statements and Exhibits
               ---------------------------------

(a) Financial Statements of businesses acquired. Not Applicable.

(b) Pro forma financial information. Not Applicable.

(c) Exhibits.

               The following Exhibit is attached as part of this report:


               99.1 Press  release  dated  October  21,  2004,   announcing  the
                    redemption  of  existing  trust  preferred   securities  and
                    participation in a pooled trust preferred issuance.








                                   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 BANKSHARES, INC.



DATE: October 21, 2004                      By:/s/ Vince A. Elhilow
                                               --------------------
                                               Vince A. Elhilow
                                               Chairman of the Board, President
                                                and Chief Executive Officer







                                  EXHIBIT INDEX

         Exhibit No.                    Description
         ----------                     -----------
          99.2                          Press release dated October 21, 2004,
                                        announcing the  refinancing of existing
                                        trust pooled securities.