EXHIBIT 99.3

                  FORM OF PROXY FOR USE BY THE SHAREHOLDERS OF
                     THE FIDELITY DEPOSIT AND DISCOUNT BANK







                     THE FIDELITY DEPOSIT AND DISCOUNT BANK

                                      PROXY


                       FOR SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON JANUARY ___, 2000


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.


     The undersigned hereby constitutes and appoints _______________________ and
_____________________ and each or any of them, proxies of the undersigned, with
full power of substitution, to vote all of the shares of The Fidelity Deposit
and Discount Bank (the "Bank") that the undersigned may be entitled to vote at
the Special Meeting of Shareholders of the bank to be held at the Bank's main
office at Blakely and Drinker Streets, Dunmore, Pennsylvania 18512 on
__________, January ____, 2000, at ______ ___.m., Eastern Standard Time, and at
any adjournment or postponement thereof as follows:


     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.

        [ ] FOR      [ ] AGAINST      [ ] ABSTAIN

        The Board of Directors recommends a vote FOR this proposal.

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     2. Proposal to adjourn the special meeting of shareholders to a later date
     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.

        [   ] FOR      [ ] AGAINST      [ ] ABSTAIN

        The Board of Directors recommends a vote FOR this proposal.

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                                        1




     3. In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the Special Meeting of Shareholders
and any adjournment.


     This proxy, when properly signed, will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this proxy
will be voted FOR proposals 1 and 2.


                                   Dated:------------------------------, 1999



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                                   Signature



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                                   Signature



Number of Shares Held of Record on December ___, 1999:

- ----------------

     This proxy must be dated, signed by the shareholder(s) and returned
promptly to the Bank in the enclosed envelope. When signing as attorney,
executor, administrator, trustee or guardian, please give full title. If more
than one trustee, all should sign. If stock is held jointly, each owner should
sign.