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): November 19, 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 filing of a
               Registration  Statement on Form S-3, the declaration of a 3 for 2
               stock  dividend and the  declaration  of a cash dividend of $0.08
               per share on a post stock dividend basis.

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 November 19, 2004, announcing the filing
                    of a Registration  Statement on Form S-3, the declaration of
                    a 3 for 2  stock  dividend  and  the  declaration  of a cash
                    dividend of $0.08 per share on a post stock dividend basis.








                                   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: November 19, 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 November 19, 2004, announcing the
                           filing of a  Registration  Statement on Form S-3, the
                           declaration  of  a 3 for 2  stock  dividend  and  the
                           declaration  of a cash dividend of $0.08 per share on
                           a post stock dividend basis.