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): April 1, 2005

                            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 1.01   Entry into a Material Definitive Agreement

On April 1, 2005, Fidelity Bankshares, Inc. (NASDAQ: FFFL) announced that it had
completed its acquisition of and First Community Bancorp, Inc.

A  copy  of  the  press  release  announcing  that  the  parties  completed  the
acquisition is filed as exhibit 99.1 to this report.

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  April  4,  2005,   announcing   that  Fidelity
          Bankshares, Inc. completed its acquisition of First Community Bancorp,
          Inc.








                                   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: April 4, 2005                   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 April 4, 2005,  announcing  that
                            Fidelity  Bankshares, Inc. completed its acquisition
                            of First Community Bancorp, Inc.