EXHIBIT 99.1

                            LETTER TO SHAREHOLDERS OF
                     THE FIDELITY DEPOSIT AND DISCOUNT BANK







                     THE FIDELITY DEPOSIT AND DISCOUNT BANK
                           Blakely and Drinker Streets
                           Dunmore, Pennsylvania 18512
                                 (570) 342-8281

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                               January ____, 2000


TO OUR SHAREHOLDERS:


     The Board of Directors of The Fidelity Deposit and Discount Bank cordially
invites you to attend a Special Meeting of Shareholders at ______ ___.m.,
Eastern Standard Time, on __________, January ____, 2000, at the main office of
The Fidelity Deposit and Discount Bank, Blakely and Drinker Streets, Dunmore,
Pennsylvania 18512.


     At this Special Meeting of Shareholders, the Board of Directors recommends
that you vote in favor of the proposal to approve and adopt a Plan of
Reorganization and related Plan of Merger that will reorganize the bank into a
bank holding company. The Board of Directors believes that the formation of a
bank holding company at this time is an important and necessary part of the
bank's plans for the future.

     Under the proposed Plan of Reorganization, we will exchange each share of
common stock of the bank presently held by you into 2 shares of common stock of
Fidelity D & D Bancorp, Inc., a bank holding company whose only substantial
asset will be all of the common stock of the bank. If you approve and adopt the
Plan of Reorganization, the bank's shareholders will automatically become
shareholders of the holding company. The holding company will own all of the
outstanding shares of the bank.

     Therefore, your interest in the bank after the reorganization will remain
essentially the same, except that it will be an indirect interest rather than a
direct interest. The exchange of common stock of the bank into common stock of
the holding company will be tax free for federal income tax purposes.

     To facilitate the reorganization, we established an interim bank as a
subsidiary of the holding company. The interim bank will merge with the bank as
provided for by the Plan of Merger. The proposal does NOT involve a merger
between the bank and another bank or company already in operation. After the
proposed reorganization, the bank will continue its banking business
substantially unchanged and under the same management.

     The Board of Directors believes that the Plan of Reorganization and Plan of
Merger are in the best interests of the bank and its shareholders and urges you
to vote in favor of these agreements and the reorganization they provide. The
approval and adoption of the Plan of Reorganization and Plan of Merger requires
an affirmative vote of the holders of at least 2/3 of the outstanding shares of
the bank's common stock.

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     You are, of course, welcome to attend this Special Meeting, but we
understand that this may not be possible. It is important that your shares be
represented and voted at the meeting whether or not you plan to attend. If
enough shareholders do not return their proxies, the company may have to incur
the expense of additional solicitation. Please take a moment to sign, date and
promptly mail the enclosed proxy in the pre-addressed and stamped envelope
supplied for your convenience.


        We urge you to carefully review the enclosed proxy statement/prospectus
that describes the reorganization proposal in detail. The reorganization
involves elements of risk that are described under "Risk Factors" beginning on
page 8.


     Again, the Board of Directors strongly recommends that you vote FOR the
proposal. On behalf of the Board of Directors, thank you for your cooperation
and continued support.

                                   Very truly yours,



                                   Michael F. Marranca, President and
                                   Chief Executive Officer

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