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): December 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 completion of
               its sale of 1,150,000 shares (inclusive of over-allotment shares)
               of its common stock in an offering underwritten by Keefe Bruyette
               & Woods, Ryan Beck & Co., and Janney Montgomery Scott LLC.

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 December 21, 2004, the completion of its
                    sale  of  1,150,000  shares   (inclusive  of  over-allotment
                    shares) of its common stock in an offering  underwritten  by
                    Keefe  Bruyette  &  Woods,  Ryan  Beck  &  Co.,  and  Janney
                    Montgomery Scott LLC.








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







                                  EXHIBIT INDEX

         Exhibit No.       Description

          99.1             Press release dated December 21, 2004, the completion
                           of its sale of 1,150,000  shares (inclusive of  over-
                           allotment shares) of its common stock in an  offering
                           underwritten by Keefe Bruyette & Woods, Ryan  Beck  &
                           Co., and Janney Montgomery Scott LLC.