EXHIBIT 99.2

                  NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
                     THE FIDELITY DEPOSIT AND DISCOUNT BANK







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                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                        TO BE HELD ON JANUARY ____, 2000

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TO THE SHAREHOLDERS OF THE FIDELITY DEPOSIT AND DISCOUNT BANK:



     The Board of Directors will hold a Special Meeting of Shareholders of The
Fidelity Deposit and Discount Bank will be at ______ ___.m., Eastern Standard
Time, on __________, January ____, 2000, at the bank's main office at Blakely
and Drinker Streets, Dunmore, Pennsylvania 18512, for the following purposes:


          1. To consider and act upon a proposal to approve and adopt the Plan
     of Reorganization and Plan of Merger, providing for:

          o  the reorganization of the bank as the wholly owned subsidiary of
             Fidelity D & D Bancorp, Inc., a Pennsylvania corporation organized
             by the bank to become the bank's holding company, through the
             merger of the bank with The Fidelity Deposit and Discount Interim
             Bank, a Pennsylvania chartered banking institution and subsidiary
             of Fidelity D & D Bancorp, Inc.;

          o  and the exchange of each share of common stock of the bank for 2
             shares of common stock of Fidelity D & D Bancorp, Inc.;

          2. Adjournment of the meeting to a later date, if necessary, to permit
     further solicitation of proxies if there are not sufficient votes at the
     time of the meeting to constitute a quorum or to approve the Plan of
     Reorganization and Plan of Merger; and

          3. To transact any other business that lawfully comes before the
     meeting and any adjournment of the meeting.

     We describe the reorganization to be voted upon at the meeting more fully
in the attached proxy statement/prospectus. Annex A is a copy of the Plan of
Reorganization and Plan of Merger.


     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 bank's
outstanding shares. Only those shareholders of record at the close of business
on December ___, 1999, will be entitled to vote at the meeting.


     Whether or not you expect to attend the meeting in person, you are urged to
sign, date and promptly return the enclosed proxy. We enclose a self-addressed
stamped envelope for your convenience. The prompt return of your signed proxy,
regardless of the number of shares you hold, will aid the bank in reducing the
expense of additional proxy solicitation. Signing and

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returning the proxy does not affect your right to vote in person if you attend
the meeting and give notice to the Secretary of the bank.

                                     By Order of the Board of Directors,



                                     Michael F. Marranca, President and
                                     Chief Executive Officer


January ____, 2000



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