SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

FIRST BELL BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

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Notes:

FIRST BELL BANCORP, INC.
300 Delaware Avenue, Suite 1704
Wilmington, Delaware 19801
(302) 427-7883

March 27, 2002

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders
(the "Meeting") of First Bell Bancorp, Inc. (the "Company"), the holding
company for Bell Federal Savings and Loan Association of Bellevue (the
"Association"), which will be held on April 29, 2002, at 3:00 p.m., Eastern
Day Light Savings Time, at 629 Lincoln Avenue, Bellevue, Pennsylvania.

The attached notice of the meeting and proxy statement describe the
formal business to be transacted at the meeting. Directors and officers of the
Company, as well as a representative of S. R. Snodgrass, A.C., the Company's
independent auditors, will be present at the meeting to respond to any
questions that you may have regarding the business to be transacted.

For the reasons set forth in the proxy statement, the Board unanimously
recommends that you vote "FOR" each of the nominees as directors specified
under Proposal 1 and "FOR" Proposal 2, the ratification of auditors.

Please sign and return the enclosed proxy promptly. Your cooperation is
appreciated since a majority of the Company's common stock must be
represented, either in person or by proxy, to constitute a quorum for the
conduct of business. Whether or not you expect to attend the Meeting, please
sign, date and return the enclosed proxy card promptly in the postage-paid
envelope provided so that your shares will be represented.

On behalf of the Board of Directors and all of the employees of the
Company and the Association, I wish to thank you for your continued support.

Sincerely yours,

/s/Albert H. Eckert, II

Albert H. Eckert, II
President and Chief Executive Officer

FIRST BELL BANCORP, INC.
300 Delaware Avenue, Suite 1704
Wilmington, Delaware 19801
(302) 427-7883

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 29, 2002

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The Annual Meeting of Stockholders of First Bell Bancorp, Inc. will be
held on April 29, 2002, at 3:00 p.m., Eastern Day Light Savings Time, at 629
Lincoln Avenue, Bellevue, Pennsylvania.

The annual meeting is for the purpose of considering and voting upon the
following matters:

1. The election of two (2) directors for terms of three years each;

2. The ratification of S. R. Snodgrass A. C. as independent auditors of
the Company for the fiscal year ending December 31, 2002;

3. Such other matters as may properly come before the meeting or any
adjournments thereof, including whether or not to adjourn the
meeting.

The Board of Directors has established March 7, 2002, as the record date
for the determination of stockholders entitled to notice of and to vote at the
annual meeting and at any adjournments thereof. Only record holders of the
common stock of the Company as of the close of business on that date will be
entitled to vote at the annual meeting or any adjournments thereof. In the
event there are not sufficient votes for a quorum or to approve or ratify any
of the foregoing proposals at the time of the annual meeting, the annual
meeting may be adjourned in order to permit further solicitation of proxies by
the Company.

A list of stockholders entitled to vote at the annual meeting will be
available at Bell Federal Savings and Loan Association of Bellevue, 532
Lincoln Avenue, Bellevue, Pennsylvania 15202, (412) 734-2700 for a period of
ten days prior to the annual meeting and will also be available for inspection
at the annual meeting.

By Order of the Board of Directors

/s/Robert C. Baierl

Robert C. Baierl
Secretary

Wilmington, Delaware
March 27, 2002

FIRST BELL BANCORP, INC.

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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 29, 2002

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Solicitation and Voting of Proxies

This proxy statement is being furnished to stockholders of First Bell
Bancorp, Inc. in connection with the solicitation by the Board of Directors of
the Company (the "Board of Directors" or "Board") of proxies to be used at the
Annual Meeting of Stockholders (the "Meeting") to be held on April 29, 2002,
at 3:00 p.m., Eastern Day Light Savings Time, at 629 Lincoln Avenue, Bellevue,
Pennsylvania and at any adjournments thereof. The 2001 Annual Report to
Stockholders, including the consolidated financial statements for the fiscal
year ended December 31, 2001, accompanies this proxy statement, which is first
being mailed to stockholders on or about March 27, 2002.

Regardless of the number of shares of common stock owned, it is important
that record holders of a majority of the shares be represented by proxy or
present in person at the Meeting. Stockholders are requested to vote by
completing the enclosed proxy and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote
in the spaces provided on the proxy.

Other than the matters set forth on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that
will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to
vote the shares in accordance with their best judgment on such other business,
if any, that may properly come before the Meeting or any adjournments thereof,
including whether or not to adjourn the Meeting.

A proxy may be revoked at any time prior to its exercise by the filing of
a written notice of revocation with the Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Meeting and voting in person. However, if you are a stockholder
whose shares are not registered in your own name, you will need appropriate
authorization from your record holder to vote personally at the Meeting.

The cost of solicitation of proxies, if any, on behalf of management will
be borne by the Company. Proxies may also be solicited personally or by
telephone or telegraph by directors, officers and regular employees of the
Company and the Association, without additional compensation therefor.

Voting Securities

The securities which may be voted at the Meeting consist of shares of
common stock, par value $0.01 per share, of the Company ("Common Stock"), with
each share entitling its owner to one vote on all matters to be voted on at
the Meeting except as described below. There is no cumulative voting for the
election of directors.

The close of business on March 7, 2002, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Meeting and any
adjournments thereof. The total number of shares of Common Stock outstanding on
the Record Date was 4,758,360 shares.

As provided in the Company's Certificate of Incorporation, record holders
of Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock (the "Limit") are not entitled to any vote in respect of the
shares held in excess of the Limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as persons acting in
concert with, such person or entity. The Company's certificate of incorporation
authorizes the Board of Directors (i) to make all determinations necessary to
implement and apply the Limit and (ii) to demand that any person who is
reasonably believed to beneficially own stock in excess of the Limit to supply
information to the Company to enable the Board of Directors to implement and
apply the Limit.

The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
certificate of incorporation) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Meeting, the Meeting may be adjourned
in order to permit the further solicitation of proxies.

As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for one or more of the nominees being proposed. Under Delaware law and the
Company's certificate of incorporation and bylaws, directors are elected by a
plurality of shares voted, without regard to either (i) broker non-votes or
(ii) proxies as to which authority to vote for one or more of the nominees
being proposed is withheld.

As to the ratification of S. R. Snodgrass A. C. as independent auditors of
the Company, and all other matters that may properly come before the Meeting,
by checking the appropriate box, a stockholder may: (i) vote "FOR" the item;
(ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on such item.
Under the Company's Certificate of Incorporation and Bylaws, unless otherwise
required by law, the ratification of S. R. Snodgrass A. C. as independent
auditors shall be determined by a majority of the votes cast, without regard to
either (a) broker non-votes or (b) proxies marked "ABSTAIN" as to that matter.

Proxies solicited hereby will be returned to the transfer agent, and will
be tabulated by inspectors of election designated by the Board of Directors,
who will not be employed by, or be a director of, the Company or any of its
affiliates. After the final adjournment of the Meeting, the proxies will be
returned to the Company for safekeeping.

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the
outstanding shares of Common Stock of the Company on the Record Date. This
information is based on reports regarding such ownership filed with the
Company and with the Securities and Exchange Commission (the "SEC"), in
accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), by such persons and groups. Other than
those persons listed below, the Company is not aware of any person or group,
as such term is defined in the Exchange Act, that owns more than 5% of the
Common Stock as of the Record Date.

Amount and
Nature of
Title of Beneficial Percent
Class Name and Address of Beneficial Owner Ownership of Class
-------- -------------------------------------- ---------- --------

Common Stock Bell Federal Savings and Loan 630,458(1) 13.25%
Association of Bellevue Employee Stock
Ownership Plan ("ESOP")
532 Lincoln Avenue
Bellevue, Pennsylvania 15202

Common Stock Friedman, Billings, Ramsey 307,100 6.45%
Investment Management
1001 19th Street North
18th Floor
Arlington, VA 22209

Common Stock Dimensional Fund Advisors, Inc. 282,800 5.94%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401

Common Stock Albert H. Eckert, II 273,106 5.61%
532 Lincoln Avenue
Pittsburgh, PA 15202

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(1) The ESOP Trustee, subject to its fiduciary duty, must vote all allocated
shares held in the ESOP in accordance with the instructions of the
participating employees. As of the Record Date, 170,459 shares have been
allocated to participants' accounts and remain in the ESOP. Under the
ESOP, unallocated shares held in the suspense account will be voted by
the ESOP Trustee in a manner calculated to most accurately reflect the
instructions it has received from participants regarding the allocated
stock so long as such vote is in accordance with the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's officers (as
defined in regulations promulgated by the SEC thereunder) and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on a review of copies of the reports it has received and
written representations provided to the Company from individuals required to
file the reports, the Company believes that during the fiscal year ended
December 31, 2001, all Form 4 reports to the Securities and Exchange
Commission were filed on a timely basis.

PROPOSAL 1. ELECTION OF DIRECTORS

Pursuant to its bylaws, the number of directors of the Company has been
designated by the Board as eight (8) members. The Company's certificate of
incorporation requires that the directors be divided into three classes as
nearly equal in number as possible.

The two (2) nominees proposed for election at the Meeting for three year
terms, or until their successors are elected and qualified are Theodore R.
Dixon and Peter E. Reinert. All nominees and continuing directors named are
presently directors of the Company and the Association. No person being
nominated as a director is being proposed for election pursuant to any
agreement or understanding between any person and the Company.

In the event that any such nominee is unable to serve or declines to
serve for any reason, it is intended that proxies will be voted for the
election of the balance of those nominees named and for such other persons as
may be designated by the present Board of Directors. The Board of Directors
has no reason to believe that any of the persons named will be unable or
unwilling to serve. Unless authority to vote for the nominee is withheld, it
is intended that the shares represented by the enclosed proxy, if executed and
returned, will be voted "FOR" the election of all nominees proposed by the
Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES
NAMED IN THIS PROXY STATEMENT.

Information with Respect to Nominees, Continuing Directors and Certain
Executive Officers

The following table sets forth, as of the Record Date, the names of the
nominees, continuing directors and the named executive officers, as defined
below, as well as their ages, a brief description of their recent business
experience, including present occupations and employment, certain
directorships held by each, the year in which each became a director of the
Company or its predecessor, the Association, if applicable, and the year in
which their terms (or, in the case of nominees, their proposed terms) as
director of the Company expire. This table also sets forth the amount of
Common Stock and the percent thereof beneficially owned by each director and
the Named Executive Officers and all directors and executive officers as a
group as of the Record Date.

Shares of
Name and Principal Occupation Expiration Common Stock Percent
at Director of Term as Beneficially of
Present and for Past Five Years Age Since Director Owned(1) Class(2)
- ------------------------------- --- -------- ---------- ------------ --------

NOMINEES

Theodore R. Dixon
Sole proprietor of the Dixon
Agency, a real estate
appraisal firm 67 1995 2005 25,764(3)(4) 0.54%

Peter E. Reinert(5)
Partner with the law firm of
Akerman, Senterfitt &
Eidson, P.A., Orlando,
Florida; Previously, Senior
Counsel for General Electric
Appliances 43 1995 2005 20,870(3) 0.44%

(Continued on following page)

CONTINUING DIRECTORS

Robert C. Baierl
Secretary of the Company;
President and owner of
Wright Contract Interiors, a
full service contract
interior firm 52 1987 2004 25,309(3) 0.53%

Jeffrey M. Hinds
Executive Vice President and
Chief Financial Officer of
the Company; Executive Vice
President and Chief
Financial Officer of the
Association 44 1994 2004 171,264(6) 3.52%

Thomas J. Jackson, Jr.
Secretary of the
Association; Retired
Attorney; Chairman of the
Board of Directors of
Suburban General Hospital;
member of the Board of
Directors of Western
Pennsylvania Health Care
System 67 1974 2004 21,726(3) 0.46%

Albert H. Eckert, II(5)
President and Chief
Executive Officer of the
Company; President and Chief
Executive Officer of the
Association 69 1956 2003 276,106(7) 5.61%

William S. McMinn
Treasurer of the Company and
the Association; Senior
Executive Vice President,
Aon Risk Services, Inc. of
Pennsylvania, an
international employee
benefit consulting firm 45 1989 2003 22,479(3) 0.47%

Jack W. Schweiger
Independent builder and
developer specializing in
custom homes; formerly Vice
President and Regional
Production Manager of Ryan
Homes, Inc. 62 1995 2003 38,225(3)(8) 0.80%

Stock Ownership of all
Directors and executive
officers as a group (8
persons) -- -- -- 601,742(9) 11.75%

- --------------------
(1) Each person or relative of such person whose shares are included herein
exercises sole (or shared with spouse, relative or affiliate) voting or
dispositive power as to the shares reported.
(2) Percentages with respect to each person or group of persons have been
calculated on the basis of 4,758,360 shares of the Company's stock
outstanding and entitled to vote as of the record date, plus the number
of shares of stock which such person or group of persons has the right to
acquire within 60 days of the record date by the exercise of stock
options.
(3) Includes 16,076 shares which may be acquired through the exercise of
stock options which are exercisable, currently or within 60 days, under
the First Bell Bancorp, Inc. 1996 Master Stock Option Plan ("Stock Option
Plan").
(4) Includes 200 shares held by Mr. Dixon's wife.
(5) Mr. Reinert is the nephew of Mr. Eckert.
(6) Includes 107,177 shares which may be acquired through the exercise of
stock options, which are exercisable, currently or within 60 days,
granted to Mr. Hinds under the Stock Option Plan. Includes 300 shares
held as custodian for Mr. Hinds' children.
(7) Includes 160,772 shares which may be acquired through the exercise of
stock options, which are exercisable, currently or within 60 days,
granted to Mr. Eckert under the Stock Option Plan.
(8) Includes 2,558 shares held by Mr. Schweiger's wife and 1,796 shares held
in Mr. Schweiger's wife's IRA.
(9) Includes 364,405 shares which may be acquired through the exercise of
stock options, which are exercisable, currently or within 60 days,
granted to directors and executive officers under the Stock Option Plan.

Meetings of the Board of Directors and Committees of the Board

The Board of Directors conducts its business through meetings of the
Boards of the Company and the Association and through the activities of its
committees. The Board of Directors of the Company meets quarterly. Regular
meetings may be supplemented with special meetings as needed. During 2001, the
Board of Directors of the Company held four (4) regular meetings. All directors
of the Company attended at least 75% in the aggregate of the total number of
the Company's board meetings held and committee meetings on which such
directors served during fiscal 2001.

The Board of Directors of the Company maintains committees, the nature and
composition of which are described below:

Executive Committee. The Executive Committee of the Company consists of
Messrs. Eckert, Hinds, Jackson and Baierl. The Executive Committee has the
authority to exercise all the powers of the Board of Directors between Board
meetings. The Executive Committee did not meet in fiscal 2001.

Audit Committee and Report. The Audit Committee met four (4) times in
fiscal 2001.

The Board of Directors, in its function as the Audit Committee, is
responsible for providing independent, objective oversight of the Company's
independent auditors, accounting functions and internal controls. The Audit
Committee of the Board of Directors is comprised of three persons, all of whom
are independent under the National Association of Securities Dealers' listing
standards. The Audit Committee acts under a written charter adopted by the
Board of Directors, a copy of which was included in the prior year's proxy
statement as Appendix A.

The Audit Committee reviewed and discussed the annual financial statements
with management and the independent accountants. As part of this process,
management represented to the Audit Committee that the financial statements
were prepared in accordance with generally accepted accounting principles. The
Audit Committee also received and reviewed written disclosures and a letter
from the accountants concerning their independence as required under applicable
standards for auditors of public companies. The Audit Committee discussed with
the accountants the contents of such materials, the accountant's independence
and the additional matters required under Statement on Auditing Standards No.
61. Based on such review and discussions, the Audit Committee recommended that
the Board of Directors include the audited consolidated financial statements in
the Company's Annual Report on Form 10-K for the year ended December 31, 2001
for filing with the Securities and Exchange Commission.

Thomas J. Jackson, Jr.
Peter E. Reinert
Jack W. Schweiger

Nominating Committee. The Company's Nominating Committee consists of
Messrs. Baierl and Schweiger. The Nominating Committee considers and recommends
the nominees for director to stand for election at the Company's Annual Meeting
of Stockholders. The Company's bylaws also provide for stockholder nominations
of directors. These provisions require such nominations to be made pursuant to
timely written notice to the Secretary of the Company. The stockholders' notice
of nominations must contain all information relating to the nominee which is
required to be disclosed by the Company's bylaws and by the Exchange Act. See
"Additional Information--Notice of Business to Be Conducted at an Annual
Meeting." The Nominating Committee met once in fiscal 2001.

Compensation/Benefits Committee. The Company's Compensation/Benefits
Committee consists of Messrs. Baierl, Jackson and Schweiger. This committee
meets to establish compensation for the Chief Executive Officer, approves the
compensation of senior officers and various compensation and benefits to be
paid to employees and to review the incentive compensation programs when
necessary. See "Executive Compensation--Compensation Committee Report on
Executive Compensation." The Compensation/Benefits Committee met once in
fiscal 2001.

Directors' Compensation

Directors' Fees. Each outside director of the Company received an annual
retainer of $10,000 and $200 for each committee meeting attended. Each outside
director of the Association received an annual retainer of $5,000 and $200 for
each committee meeting attended. Directors are not reimbursed for expenses
incurred related to their attendance at Board or committee meetings

Directors' Deferred Compensation Plan. The Association maintains the Bell
Federal Savings and Loan Association of Bellevue Deferred Compensation Plan
for Directors (the "Directors' Deferred Plan"). The Directors' Deferred Plan
is an unfunded plan that permits members of the Board of Directors to defer,
by written election, all or a percentage of fees earned until termination of
service as a director. Pursuant to this plan, the Association maintains
passbook savings accounts which represent the aggregate of all sums deferred
by each outside director participating in the Directors' Deferred Plan, which
are credited quarterly with a payment equal to the participant's directors'
fees earned and interest equal to that paid by the Association on a standard
passbook savings account. Once a participant has terminated service with the
Board of Directors or attained age 65, the participant is paid principal and
interest to date in annual installments based on an election by the
participant.

Stock Option Plan. Under the Stock Option Plan maintained by the Company,
discretionary grants of options to purchase the Company's stock may be made to
directors. There were no grants made to directors in fiscal 2001.

Stock Compensation Plan. Under the Stock Compensation Plan maintained by
the Association, discretionary grants of Company stock may be made to
directors. There were no grants made to directors in fiscal 2001.

Executive Compensation

The report of the compensation committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act, and except as to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such Acts.

Compensation Committee Report on Executive Compensation. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the
Company's Chief Executive Officer and other executive officers of the Company.
The disclosure requirements for the Chief Executive Officer and such executive
officers include the use of tables and a report explaining the rationale and
consideration that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement, the Compensation/Benefits
Committee, at the direction of the Board of Directors, has prepared the
following report for inclusion in this proxy statement.

General. The Company is the parent of the Association and does not pay
any cash compensation to its executive officers. The Board of Directors of the
Company has established the Compensation/Benefits Committee (the "Committee")
consisted of Messrs. Baierl, Jackson and Schweiger. Mr. Baierl is the
Secretary of the Company, for which position he receives no additional
compensation.

A separate committee, the Salary Review Committee of the Association, was
responsible for establishing the 2001 compensation and benefits for the
executive officers of the Association and for reviewing recommendations of
management for the compensation and benefits of other officers and employees
of the Association. The Salary Review Committee consisted of Messrs. Baierl,
Jackson, Schweiger, and Eckert, who is a non-voting member. Mr. Baierl and Mr.
Schweiger are not officers of the Association. Mr. Jackson is the Secretary of
the Association but receives no additional compensation. The actions of the
Salary Review Committee are ratified by the Association's Board of Directors.
Mr. Eckert did not participate in establishing his compensation and benefits.

Compensation Policies. The Committee has established the following goals
for compensation programs impacting the executive officers of the Company and
the Association:

. to provide compensation opportunities which are consistent with
competitive norms of the industry and the Company's level of
performance, thus allowing the Company to retain high quality
executive officers who are critical to the Company's long-term success

. to motivate key executive officers to achieve strategic business
initiatives and reward them for their achievement; and

. to provide motivation for the executive officers to enhance
stockholder value by linking their compensation to the value of the
Company's Common Stock.

The Salary Review Committee established the factors and criteria upon
which the executive officers' compensation was based and how such compensation
relates to the Association's performance, general compensation policies,
competitive factors and regulatory requirements. The Committee's compensation
policies are designed to reward and provide incentive for executives based
upon achievement of individual and Association goals. If compensation would
exceed $1 million, the Company would comply with the requirements of Section
162(M) of the Internal Revenue Code, if applicable.

For purposes of determining the competitive market for the Association's
executives, the Committee reviewed the compensation paid to top executives of
financial institutions with total assets in a range of the Association's total
asset size and performance results comparable to those of the Association.
This information was derived from peer group data as summarized in the "2000
SNL Executive Compensation Review", prepared by SNL Securities, Inc. The value
of Long-term Incentive Compensation is based on the value of the restricted
stock awards at grant value and the value of the stock options is determined
by using the Black Scholes formula. The peer group used in benchmarking
compensation is composed of many of the same institutions used in the peer
group for the stock performance graph.

The compensation package available to executive officers is composed of:
(i) base salary and (ii) long-term incentive compensation.

Base Salary. In determining salary levels for the named executive
officers, the Committee considers the entire compensation package, including
the potential equity compensation provided under the Company's stock plans.
The Committee meets as needed to review the appropriateness of the

executive's base salary annually. The level of any salary increase is based on
the executive's job performance over the year in conjunction with the Company
goals of growth and profitability. Salary levels are intended to be
competitive with comparable financial institutions in the Company's peer
group.

Salaries are aimed at reflecting the overall performance of the Company
and the performance of the individual executive officer.

Long-Term Incentive Compensation. The Company has adopted the 1996 Master
Stock Option Plan and the 1996 Master Stock Compensation Plan, under which
executive officers may receive grants and awards. Awards to officers of the
Company or the Association under the Stock Compensation Plan are subject to
the Company achieving certain performance goals. The performance goals are
subject to change annually and are currently based on earnings per share,
asset quality and regulatory classification. The Committee believes that stock
ownership is a significant incentive in building stockholder value and
aligning the interests of employees with those of stockholders. Stock options
and stock awards under such plans were allocated by the Committee based upon
the Company's fiscal responsibility, regulatory practices and policies, the
practices of other recently converted financial institutions, as verified by
external surveys and based upon the executive officers' level of
responsibility, and contributions to the Company and the Association. The
Committee will consider the amount of outstanding awards in determining the
total annual compensation package. No awards were made in fiscal year 2001
under the 1996 Master Stock Option Plan or the 1996 Master Stock Compensation
Plan.

Compensation of the Chief Executive Officer. The Company and the
Association have entered into employment contracts with Mr. Eckert. The
details of the employment contract were determined based on a review of
industry practice and discussions with consultants specializing in employment
and compensation matters. Mr. Eckert's base salary is payable pursuant to his
employment contract. See also, "Employment Agreements" for a detailed
description of the employment contract. The Salary Review Committee, after
taking into consideration the factors discussed above, increased Mr. Eckert's
annual base salary by 8% to $239,452 for 2001, which is comparable to other
institutions in the Association's peer group.

Compensation/Benefits Committee Salary Review Committee
Robert C. Baierl (Chairman) Robert C. Baierl (Chairman)
Thomas J. Jackson Thomas J. Jackson
Jack W. Schweiger Jack W. Schweiger

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Messrs. Baierl, Jackson and
Schweiger. Mr. Baierl is Secretary of the Company and Mr. Jackson is the
Secretary of the Association. Messrs. Baierl, Jackson and Schweiger are also
members of the Board of Directors and the Compensation Committee of the
Association. During fiscal year 2001, certain members of the Compensation
Committee engaged in certain transactions with the Company which are described
in "Indebtedness of Management and Transactions with Certain Related Persons"
below.

Stock Performance Graph. The following graph shows an annual comparison
of stockholder return on the Company's Common Stock based on the market price
of Common Stock assuming the reinvestment of dividends, with the cumulative
total returns for the companies on the NASDAQ Total Return Index, SNL Thrift
Index and SNL $500M-$1B Thrift Index for the period beginning on December 31,
1996 through December 31, 2001. The graph was derived from a limited period of
time, and as a result, may not be indicative of possible future performance of
the Company's Common Stock. The data was supplied by SNL Securities, LP

Comparison of Cumulative Total Return
Among the Company, NASDAQ Total Return
Index, SNL Thrift Index and SNL $500M to $1B Thrift Index

Period Ending
-----------------------------------------------------
Index 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
- ----- -------- -------- -------- -------- -------- --------

First Bell Bancorp, Inc. 100.00 146.81 122.52 123.51 114.41 120.59
NASDAQ--Total US* 100.00 122.48 172.68 320.89 193.01 153.15
SNL Thrift Index 100.00 170.16 149.66 122.25 195.21 208.65
SNL $50M-$1B Thrift Index 100.00 168.92 154.97 126.69 144.56 202.82

Summary Compensation Table. The following table shows, for the fiscal
years ended December 31, 2001, 2000, and 1999, the cash compensation paid by
the Association, as well as certain other compensation paid or accrued for
those years, to the Chief Executive Officer and those executive officers of
the Company who received an amount in salary and bonus in excess of $100,000
(the "Named Executive Officers").

Annual Compensation Long-Term Compensation
---------------------------------- --------------------------------------
Awards Payouts
---------- ----------
Securities All
Other Underlying Other
Annual Restricted Options/ LTIP Compen-
Name and Salary Bonus Compensation Stock SARs Payouts sation
Principal Position Year ($)(1) ($) ($)(2) Awards ($) (#)(3) ($) ($)
- ------------------- ---- -------- ------- ------------ ---------- ---------- ------- --------

Albert H. Eckert 2001 $232,959 $38,143 $-- $-- $-- $-- $107,844(4)
President and Chief 2000 223,031 -- -- -- -- -- 82,820
Executive Officer 1999 206,056 -- -- -- -- -- 68,007

Jeffrey M. Hinds 2001 $121,234 $27,278 $-- $-- $-- $-- $ 98,353(4)
Executive Vice 2000 114,779 -- -- -- -- -- 81,817
President and Chief 1999 109,628 -- -- -- -- -- 67,497
Financial Officer

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(1) Includes compensation deferred at the election of Messrs. Eckert and
Hinds through the Association's 401(k) Plan and, in the case of Mr.
Eckert, the directors deferred compensation plan.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus, respectively, (b) payments of above-
market preferential earnings on deferred compensation, (c) payments of
earnings with respect to long-term incentive plans prior to settlement or
maturation, (d) tax payment reimbursements or (e) preferential discounts
on stock.
(3) See "Fiscal Year-End Options/SAR Values" table for a discussion of
options granted under the Stock Option Plan.
(4) Includes (a) $2,625 and $1,754 contributed by the Association under the
Association's 401(k) Plan to the accounts of Messrs. Eckert and Hinds,
respectively, during 2001, (b) $20,640 and $6,020 representing the
contribution made to the SERP for the accounts of Messrs. Eckert and
Hinds, respectively, during 2001, and (c) $84,579 and $84,579
representing the value of shares allocated under the ESOP for the benefit
of Messrs. Eckert and Hinds, respectively, during 2001 based on the
closing price of the shares on the NASDAQ market at December 31, 2001.

Employment Agreements. The Company and the Association currently maintain
three-year employment agreements with Messrs. Eckert and Hinds. The employment
agreements provide that, commencing on the first anniversary date and
continuing each anniversary date thereafter, the Board of Directors may extend
the agreements for an additional year so that the remaining terms shall be the
amount of the original terms, unless written notice of non-renewal is given by
the Board of Directors after conducting a performance evaluation of the
executive. The employment agreements provide that the executive's base salary
will be reviewed annually. The base salaries which are currently effective for
the employment agreements for Messrs. Eckert and Hinds are $239,452 and
$123,959, respectively. In addition to base salary, the employment agreements
provide for, among other things, participation in stock benefit plans and
other fringe benefits applicable to executive personnel.

The employment agreements provide for termination by the Company or the
Association for cause, as defined in the employment agreements, at any time.
If the Company or the Association chooses to terminate the executive's
employment for reasons other than for cause, or if the executive's resigns
from the Company or the Association after specified circumstances that would
constitute constructive termination, the executive or, in the event of death,
his beneficiary would be entitled to an amount equal to the remaining salary
payments under the employment agreement and the contributions that would have
been made on the executive's behalf to any employee benefit plans of the
Company or the Association during the remaining term of the employment
agreement. The Company and the Association would also continue the executive's
life, health and disability coverage for the remaining term of the employment
agreement.

Under the employment agreements, if voluntary or involuntary termination
follows a change in control of the Company or the Association, as defined in
the employment agreements, the executive or, in the event of death, his
beneficiary would be generally entitled to three times the executive's annual
compensation plus a severance payment equal to other non-cash benefits
provided for under the employment agreements, including continued
reimbursement of automobile expense, and life, health and disability coverage
for a thirty-six (36) month period consistent with the amounts paid for the
executive prior to the change of control.

Stock Options

The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding options held by
the Named Executive Officers as of December 31, 2001. Also reported are the
values for "in-the-money" options which represent the positive spread between
the exercise price of any such existing stock options and the year end price
of the Common Stock.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

Value of Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options/SARs at
Options/SARs at Fiscal Year
Shares Fiscal Year End(#)(1)(2) End($)(1)(2)(3)
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ----------- ----------- ----------- ------------- ----------- -------------

Albert H. Eckert........ -- -- 160,772 -- $522,007 --
Jeffrey M. Hinds........ -- -- 107,177 -- $347,990 --

- --------------------
(1) No options were exercised by Messrs. Eckert or Hinds in fiscal 2001.
(2) The market price on December 31, 2001 was $13.95.
(3) Based on the market value of the underlying Common Stock at the 2001
fiscal year end, minus the exercise price.

Indebtedness of Management and Transactions with Certain Related Persons

The Association extends credit to certain directors, officers and
employees of the Company, as well as to members of their immediate families,
in connection with mortgage loans, home equity lines of credit and home equity
installment loans.

The Association's policy provides that all loans made by the Association
to its directors and officers are made in the ordinary course of business, are
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons
and do not involve more than the normal risk of collectibility or present
other unfavorable features.

During 2001, the Association utilized the services of or purchased goods
from companies with whom directors of the Company are associated. The
Association paid: $78,225 for appraisal services to the Dixon Agency of which
Mr. Dixon is the sole proprietor; $134,006 for insurance renewals to Aon Risk
Services, Inc. of which Mr. McMinn is a Senior Vice President; and $24,134 for
legal services to the law firm of Akerman, Senterfitt & Eidson, P.A. of which
Mr. Reinert is a Partner.

PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

Prior to fiscal year ended December 31, 2001, First Bell's consolidated
financial statements were audited by Deloitte & Touche LLP. On August 23,
2001, First Bell dismissed the former accountant and engaged S.R. Snodgrass
A.C. which continues as the independent auditors of First Bell. The decision
to change auditors was approved by the Board of Directors on August 20, 2001.

For the fiscal year ended December 31, 2000 and up to the date of the
replacement of First Bell's former accountant, there were no disagreements
with the former accountant on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure
which, if not resolved to the satisfaction of the former accountant, would
have caused it to make a reference to the subject matter of the disagreement
in connection with its reports. The independent auditor's report on the
consolidated financial statements for the fiscal year ended December 31, 2000
did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or accounting
principles.

The Board of Directors has appointed S.R. Snodgrass A.C. to be the
Company's independent auditors for the 2002 fiscal year, subject to
ratification by stockholders. A representative of S.R. Snodgrass A.C. is
expected to be present at the annual meeting to respond to appropriate
questions from stockholders and will have the opportunity to make a statement
should he desire to do so.

If the ratification of the appointment of the independent auditors is not
approved by a majority of the votes cast by stockholders at the annual
meeting, the Board of Directors will consider other independent auditors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS.

Audit Fees

The aggregate fees billed to the Company by S.R. Snodgrass A.C. for the
annual audit and for the review of the Company's Forms 10-Q for the fiscal
year 2001 totaled $27,463.

All Other Fees

The aggregate fees billed to the Company by S.R. Snodgrass A.C. for all
other non-audit services, including fees for tax-related services, during
fiscal year 2001 totaled $5,200.

The Audit Committee believes that the provision of non-audit services by
S.R. Snodgrass A.C. are compatible with maintaining S.R. Snodgrass A.C.'s
independence.

Leased Employees

None of the hours expended on the independent auditor's engagement to
audit the Company's financial statements for the year ended December 31, 2001
are attributable to work performed by persons other than full-time, permanent
employees of S.R. Snodgrass A.C.

ADDITIONAL INFORMATION

Stockholder Proposals

To be considered for inclusion in the proxy statement and proxy relating
to the Annual Meeting of Stockholders to be held in 2003, a stockholder
proposal must be received by the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Stockholders attached to this Proxy
Statement, not later than November 27, 2002. Any such proposal will be subject
to 17 C.F.R. (S) 240.14a-8 of the Rules and Regulations under the Exchange
Act.

Notice of Business to Be Conducted at an Annual Meeting

The bylaws of the Company provide an advance notice procedure for certain
business to be brought before an annual meeting. In order for a stockholder to
properly bring business before an annual meeting, the stockholder must give
written notice to the Secretary of the Company not less than ninety (90) days
before the time originally fixed for such meeting; provided, however, that in
the event that less than one hundred (100) days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the tenth day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was made. The
notice must include the stockholder's name and address, as it appears on the
Company's record of stockholders, a brief description of the proposed
business, the reason for conducting such business at the annual meeting, the
class and number of shares of the Company's capital stock that are
beneficially owned by such stockholder and any material interest of such
stockholder in the proposed business. In the case of nominations to the Board
of Directors, certain information regarding the nominee must be provided.
Nothing in this paragraph shall be deemed to require the Company to include in
its proxy statement and proxy relating to the annual meeting any stockholder
proposal which does not meet all of the requirements for inclusion established
by the SEC in effect at the time such proposal is received. The Company has
not yet set a date for the Annual Meeting of Stockholders for 2003. Any proxy
received by the Company may confer discretionary authority to vote on any
stockholder proposal if not received by the Company 90 days prior to the date
of the Annual Meeting of Stockholders for 2002.

Other Matters Which May Properly Come Before the Meeting

The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought
before the Meeting, it is the intention of the persons named in the
accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.

Whether or not you intend to be present at the Meeting, you are urged to
return your proxy promptly. If you are present at the Meeting and wish to vote
your shares in person, your proxy may be revoked by voting at the Meeting.

Form 10-K

A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER
31, 2001, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST TO
FIRST BELL BANCORP, INC., IN CARE OF BELL FEDERAL SAVINGS AND LOAN ASSOCIATION
OF BELLEVUE, 532 LINCOLN AVENUE, BELLEVUE, PENNSYLVANIA 15202.

By Order of the Board of Directors

/s/ Robert C. Baierl

Robert C. Baierl
Secretary

Wilmington, Delaware
March 27, 2002

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE FIRST BELL BANCORP, INC.

ANNUAL MEETING OF STOCKHOLDERS
April 29, 2002 . 3:00 p.m.

The undersigned hereby appoints Thomas J. Jackson, Jr. and Robert Baierl, and
each of them, as the true and lawful agents and proxies of the undersigned, with
the power to appoint their substitute, and authorizes them to represent and to
vote all shares of Common Stock of First Bell Bancorp, Inc. (the "Company")
which the undersigned would be entitled in any capacity to vote at the Annual
Meeting of Stockholders of the Company, to be held on April 29, 2002, at 3:00
p.m., Eastern Daylight Savings Time, at 629 Lincoln Avenue, Bellevue,
Pennsylvania, and at any and all adjournments or postponements thereof, on the
matters set forth herein, and, in their discretion, upon all matters incident to
the conduct of the Meeting and upon such other matters as may properly be
brought before the Meeting.

You are encouraged to specify your choices by marking the appropriate boxes
hereon, but you need not mark any boxes if you wish to vote in accordance with
the Board of Directors recommendations.

- --------------------------------------------------------------------------------
Your Board of Directors recommends a vote FOR Items 1 and 2 below
- --------------------------------------------------------------------------------

With- For All
For hold Except

1. The election as directors of all nominees listed [ ] [ ] [ ]
(except as marked to the contrary below):

Theodore R. Dixon and Peter E. Reinert

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

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

For Against Abstain
2. Ratification of Auditors [ ] [ ] [ ]

Please be sure to sign and date Date
this Proxy in the box below.

Stockholder sign above Co-holder (if any) sign above

This proxy, when properly executed, will be voted in the manner directed. If
no direction is made, this proxy will be voted "FOR" Items 1 and 2.

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

+ +
- --------------------------------------------------------------------------------
/\ Detach above card, sign, date and mail in postage paid envelope provided. /\

FIRST BELL BANCORP, INC.

Please sign your name as it appears hereon. If shares are held jointly, each
stockholder should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title as such. If a corporation,
please sign in full corporate name by president or other authorized officer. If
a partnership, please sign in partnership name by authorized person. Receipt of
Notice of said Meeting and of the Proxy Statement and Annual Report for First
Bell Bancorp, Inc. is hereby acknowledged.

PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY IN THE
POSTAGE-PAID ENVELOPE PROVIDED.

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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