As filed with the Securities and Exchange Commission on March 9, 1998
                                               Registration No. 33- ____________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             FIDELITY BANCORP, INC.
--------------------------------------------------------------------------------
            (Exact Name of Registration As Specified In its Charter)

         Pennsylvania                                         25-1705405
--------------------------------------------------------------------------------
(State or other jurisdiction                                (I.R.S. Employer
incorporation or organization)                              Identification No.)

      1009 Perry Highway                                    
      Pittsburgh, PA                                              15237    
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code) 
                                                                           
                                                            

         FIDELITY BANCORP, INC. 1997 EMPLOYEE STOCK COMPENSATION PROGRAM
                              (Full title of Plan)


                                                  Copies To:
William L. Windisch                               Charles B. Jarrett, Jr., Esq.
FIDELITY BANCORP, INC.                            PLOWMAN, SPIEGEL & LEWIS, P.C.
1009 Perry Highway                                310 Grant Street
Pittsburgh, Pennsylvania 15237                    Suite 230 Grant Building
                                                  Pittsburgh, Pennsylvania 15219

<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE


                                                              Proposed                  Proposed
Title                                                         Maximum                   Maximum
of Each Class                       Amount                    Offering                  Aggregate                  Amount of
of Securities                       to be                     Price Per                 Offering                   Registration
to be Registered                    Registered(1)             Share(2)                  Price(2)                   Fee
----------------                    -------------             --------                  --------                   ---
<S>                                 <C>                        <C>                     <C>                         <C>
Common Stock
$0.01 Par Value                     155,000 shares             $29.25                  $4,533,750                  $1,337.46
</TABLE>
<PAGE>




(1)      Based on the maximum number of shares of Fidelity Bancorp,  Inc. common
         stock,  par value  $0.01  per share  ("Common  Stock")  authorized  for
         issuance  under the Plan set  forth  above.  There are also  registered
         hereby  such  indeterminate  number of  shares  of Common  Stock as may
         become issuable by reason of the anti-dilution provisions of this plan.

(2)      Estimated  pursuant to Rule 457(c) and (h)(1) solely for the purpose of
         calculating the amount of the  registration  fee based upon the average
         of the  high  and  low  prices  of the  Common  Stock  on the  National
         Association of Securities  Dealers Automated  Quotation National Market
         System on March 4, 1998,  with respect to the 155,000  shares of Common
         Stock issuable under the plan.

 


         Page 2 of Sequentially Numbered Pages
         Index to Exhibits found on Page 10


                                        2

<PAGE>
           TO PARTICIPANTS IN THE FIDELITY BANCORP, INC. 1997 EMPLOYEE
                           STOCK COMPENSATION PROGRAM

         Fidelity Bancorp,  Inc. ("Company") has filed a registration  statement
concerning  its shares of common stock,  $0.01 par value  ("Common  Stock") that
may, from time to time, be issued  pursuant to the Company's 1997 Employee Stock
Compensation  Plan("Plan").  The  Prospectus  deemed  to  form  a  part  of  the
registration  statement consists of certain documents and explanatory  memoranda
regarding  the plans.  Also deemed to comprise part of the  Prospectus,  are the
following  documents,  each of which is  specifically  incorporated by reference
into the  registration  statement  and each of which is on file with the  United
States  Securities and Exchange  Commission  ("SEC")  (Periodic  Report File No.
0-22288):

         (a)      the Company's annual report on Form 10-K SB for the year ended
                  September 30, 1997;

         (b)      the Company's  quarterly report on Form 10-QSB for the quarter
                  ended December 31,1997; and

         (c)      the description of the Company's Common Stock contained in the
                  Company's   Registration  Statement  on  Form  8-B,  including
                  Exhibits thereto, filed on August 19, 1993.
                  
         All  documents  filed with the SEC by the  Company  pursuant to Section
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of the Prospectus and prior to the termination of the offering made hereby shall
be deemed to be  incorporated  by reference in the  Prospectus  and to be a part
thereof from the date of filing of such documents.  Any statement contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the Prospectus to the extent
that a statement  contained herein or in any other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed,  except as so modified or supersede,  to constitute a part of the
Prospectus.

         The Company will provide  without  charge to each  participant in these
plans who  requests,  a copy of any or all of the documents  mentioned  above as
well as all  documentation  relating to the plans  required to be  delivered  to
participants  pursuant to the rules  adopted under the  Securities  Act of 1933.
Requests for such copies should be addressed in writing to:

                               Richard G. Spencer
                          Vice President and Treasurer
                             FIDELITY BANCORP, INC.
                               1009 Perry Highway
                         Pittsburgh, Pennsylvania 15237
                                 (412) 367-3300

March 3, 1998

                                        3

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         There  are  hereby  incorporated  by  reference  in  this  registration
statement the following documents filed by the Company with the Commission:

                  (a)      Annual  report  on Form  10-K SB for the  year  ended
                           September 30, 1997 (Periodic Report File No. 22288);

                  (b)      The Company's  quarterly reports on Form 10-Q for the
                           quarter ended December 31, 1997 (Periodic Report File
                           No. 0-17416); and

                  (c)      The   description  of  the  Company's   Common  Stock
                           contained int he Company's  Registration Statement on
                           Form 8-B, including Exhibits thereto, filed on August
                           19, 1993.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, and prior to the  termination of the offering made
hereby shall be deemed to be  incorporated  by  reference  in this  registration
statement and to be a part hereof from the date of filing of such documents. Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
the Prospectus to the extent that a statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

                Information Required in Section 10(a) Prospectus

         The document(s)  containing the information  specified in Items 1 and 2
of Part 1 of Form S-8 will be sent or given to plan participants as specified in
Rule 428(b)(1) and, in accordance with the  instructions to Part I of Form S- 8,
are not  filed  with the  Securities  and  Exchange  Commission  as part of this
registration statement.

Item 4.           Description of Securities

                  Inapplicable.

Item 5.           Interests of Named Experts and Counsel

                  Inapplicable.


                                      II-1

                                        4

<PAGE>
Item 6.           Indemnification of Directors and Officers

         The general  corporate  law of the  commonwealth  of  Pennsylvania,  as
applicable  to the Company,  together with the  Company's  Bylaws,  provides the
Company's officers and directors with a broad range of limitation from liability
and indemnification for actions and inactions in connection with the performance
of their duties.  Aside from matters  involving  criminal  statutes or tax laws,
directors  are not  personally  liable for  monetary  damages  for any action or
inaction  taken unless the director has breached or failed to perform his or her
duties of office and such breach or failure  constitutes  self-dealing,  willful
misconduct or recklessness. The Company's officers and directors are entitled to
be indemnified if they are named as a party or threatened to be named as a party
to any type of proceeding as a result of actions or inactions taken while in the
course of their  association  with the  Company  provided  that  such  action or
inaction was in good faith and in a manner reasonably  believed to be in, or not
opposed to, the best  interests  of the Company.  Officers and  directors of the
company will be presumed to be entitled to this indemnification  absent breaches
of fiduciary duty, lack of good faith or self-dealing and will be entitled to be
indemnified  unless their conduct is  determined by a court to have  constituted
willful misconduct or recklessness.

         Specifically,  Subchapter D of Chapter 17 of the Pennsylvania  Business
Corporation Law of 1988, as amended (the "BCL"), (15 Pa. C.S.A. ss.ss.1741-1750)
provides  that a  business  corporation  shall  have  the  power  under  certain
circumstances  to indemnify  directors,  officers,  employees and agents against
certain expenses incurred by them in connection with any threatened,  pending or
completed action, suite or proceeding.

         Section 1721 of the BCL (relating to the Board of  Directors)  declares
that  unless  otherwise  provide  by  statute  or in a  by-law  adopted  by  the
shareholders, all powers enumerated in Section 1502 (relating to general powers)
and  elsewhere in the BCL or otherwise  vested by law in a business  corporation
shall be exercised by or under the authority of, and the business and affairs of
every business  corporation  shall be managed under the direction of, a board of
directors.  If any such provision is made in the by-laws,  the powers and duties
conferred  or  imposed  upon  the  board of  directors  under  the BCL  shall be
exercised  or performed to such extent and by such person or persons as shall be
proved in the by-laws.

         Section  1712 of the BCL  provides  that a  director  shall  stand in a
fiduciary  relation  to the  corporation  and  shall  perform  his  duties  as a
director,  including  his duties as a member of any  committee of the board upon
which he may serve, in good faith,  in a manner he reasonably  believes to be in
the best interest of the  corporation and with such care,  including  reasonable
inquiry,  skill and diligence,  as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information,  opinions,  reports or statements,  including
financial  statements  and  other  financial  data,  in each  case  prepared  or
presented by any of the following:

                                      II-2

                                        5

<PAGE>
         (1) one or more  officers  or  employees  of the  corporation  whom the
director  reasonably  believes  to be  reliable  and  competent  in the  matters
presented;

         (2) counsel, public accountant or other persons as to matters which the
director  reasonably believes to be within the professional or expert competence
of such person; or

         (3) a  committee  of the  board  upon  which  he does not  serve,  duly
designated  in  accordance  with  law,  as  to  matters  within  its  designated
authority, which committee the director reasonably believed to merit confidence.

         A director  shall not be considered  to be acting in good faith,  if he
has knowledge concerning the matter in question that would cause his reliance to
be unwarranted.

         Similar   provisions  in  Section   1712(c)  apply  to  officers  of  a
corporation.

         Section  1716  also  states  that in  discharging  the  duties of their
respective  positions,  the  board of  directors,  committees  of the  board and
individual  director may, in considering  the best interest of the  corporation,
consider the effects of any action upon employees,  upon suppliers and customers
of the corporation and upon communities in which offices or other establishments
of  the  corporation  are  located,   and  all  other  pertinent  factors.   The
consideration of those factors shall not constitute a violation of Section 1712.
In  addition,   absent  breach  of  fiduciary   duty,  lack  of  good  faith  or
self-dealing,  actions  taken as a  director  or any  failure to take any action
shall be presumed to be in the best interests of the corporation.

         Moreover,  Section 1713  addresses the personal  liability of directors
and states that if a by-law adopted by the shareholders so provides,  a director
shall not be personally  liable,  as such,  for monetary  damages for any action
taken, or any failure to take any action, unless:

         (1) the director has breached or failed to perform the duties of his
office under this section; and

         (2) the breach or failure to perform constitutes self-dealing,  willful
misconduct or recklessness.

         The provisions discussed above shall not apply to:

         (1) the  responsibility  or  liability  of a director  pursuant  to any
criminal statute; or

         (2) the  liability of a director  for the payment of taxes  pursuant to
local, state or federal law.

         Finally,  Section 1714 states that a director of a  corporation  who is
present at a meeting of its board of directors, or of a committee of the

                                      II-3

                                        6

<PAGE>
board,  at which  action on any  corporate  matter is taken shall be presumed to
have  assented to the action  taken unless his dissent is entered in the minutes
of the  meeting or unless he files his  written  dissent to the action  with the
secretary of the meeting before the adjournment thereof or transmits the dissent
in writing to the secretary of the corporation immediately after the adjournment
of the meeting.  The right to dissent shall not apply to a director who voted in
favor of the action. Nothing shall bar a director from asserting that minutes of
the meeting  incorrectly omitted his dissent if, promptly upon receipt of a copy
of such minutes, he notified the secretary, in writing, of the asserted omission
or inaccuracy.

         Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise  restricted in its by-laws,  a business  corporation shall have
the power to indemnify any person who was or is a party,  or is threatened to be
made a party to any  threatened,  pending  or  completed  action or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation),  by reason of the fact that such person
is or was a  representative  of the  corporation,  or is or was  serving  at the
request of the corporation as a  representative  of another  domestic or foreign
corporation for profit or not-for-profit,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in  connection  with the action or proceeding if such person acted in good faith
and in a manner he  reasonably  believed  to be in, or not  opposed to, the best
interest of the corporation,  and, with respect to any criminal proceeding,  had
no reasonable cause to believe his conduct was unlawful.  The termination of any
action or proceeding by judgment, order, settlement or conviction or upon a plea
of nolo  contendere or its  equivalent  shall not of itself create a presumption
that the  person did not act in good  faith and in a manner  that he  reasonably
believed to be in, or not opposed to, the best interest of the corporation,  and
with respect to any criminal  proceeding,  had reasonable  cause to believe that
his conduct was not unlawful.

         Section 1742 of the BCL (relating to derivative  actions) provides that
unless otherwise  restricted in its by-laws,  a business  corporation shall have
the power to indemnify any person who was or is a party,  or is threatened to be
made a party, to any threatened,  pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative to the corporation,  or is or was serving
at the request of the  corporation as a  representative  of another  domestic or
foreign  corporation for profit or not-for-profit,  partnership,  joint venture,
trust or other enterprise,  against expenses (including  attorneys' fees) actual
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of the action if such person  acted in good faith and in a manner he
reasonably  believed  to be in, or not  opposed  to,  the best  interest  of the
corporation.  Indemnification shall not be made under this section in respect of
any claim,  issue or matter as to which  such  person  has been  adjudged  to be
liable to the  corporation  unless,  and only to the extent  that,  the court of
common  pleas of the  judicial  district  embracing  the  county  in  which  the
registered  office of the  corporation  is  located  or the court in which  such
action was brought determines upon application that,

                                      II-4

                                        7

<PAGE>
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which the court of common pleas or such other court shall deem proper.

         Section  1743  of  the  BCL  (relating  to  mandatory  indemnification)
provides that to the extent that a  representative  of the business  corporation
has been  successful  on the  merits or  otherwise  in  defense of any action or
proceeding referred to in Section 1741 (relating to third party actions) or 1742
(relating to derivative  actions),  or in defense of any claim,  issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.

         Section  1744  of  the  BCL   (relating  to  procedure   for  effecting
indemnification)  provides that, unless ordered by a court, any  indemnification
under  Section  1741  (relating  to third party  actions) or 1742  (relating  to
derivative actions) shall be made by the business corporation only as authorized
in  the  specific  case  upon  a  determination  that   indemnification  of  the
representative  is proper in the  circumstances  because such person has met the
applicable  standard of conduct set forth in those sections.  The  determination
shall be made:

         (1) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to the action or proceeding;

         (2) if such quorum is not obtainable,  or, if obtainable and a majority
vote of a quorum of  disinterested  directors so directs,  by independent  legal
counsel in a written opinion; or

         (3) by the shareholders.

         Section 1745 of the BCL (relating to advancing  expenses) provides that
expenses  (including  attorneys'  fees)  incurred  in  defending  any  action or
proceeding refereed to above may be paid by the business  corporation in advance
of the  final  disposition  of the  action or  proceeding  upon  receipt  of any
undertaking by or on behalf of the  representative to repay such amount if it is
ultimately  determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.

         Section 1746 of the BCL (relating to supplementary  coverage)  provides
that the  indemnification  and  advancement  of expenses  provided by or granted
pursuant to the other  sections of the BCL shall not be deemed  exclusive of any
other  rights  to which a  person  seeking  indemnification  or  advancement  of
expenses may be entitled under any other by-law, agreement, vote of shareholders
or  disinterested  directors or  otherwise,  both as to action in such  person's
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         Section 1746 of the BCL also provides that indemnification  refereed to
above shall not be made in any case where the act or failure to act giving

                                      II-5

                                        8

<PAGE>
rise  to the  claim  for  indemnification  is  determined  by a  court  to  have
constituted willful misconduct or recklessness.

         Section 1746 further  declares that  indemnification  under any by-law,
agreement,  vote of shareholders  or directors or otherwise,  may be granted for
any  action  taken  or any  failure  to  take  any  action  whether  or not  the
corporation  would  have the  power to  indemnify  the  person  under  any other
provision  of law except as  provided  in this  section  and  whether or not the
indemnified liability arises or arose from any threatened,  pending or completed
action by or in the right of the corporation.  Such  indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.

         Section 1747 of the BCL  (relating to the power to purchase  insurance)
provides that unless otherwise restricted in its by-laws, a business corporation
shall have power to purchase and maintain  insurance on behalf of any person who
is or was a  representative  of the  corporation  or is or  was  serving  at the
request of the corporation as a  representative  of another  domestic or foreign
corporation for profit or  not-for-profit,  partnership,joint  venture,trust  or
other enterprise  against any liability  asserted against him and insured by him
in any such capacity,  or arising out of his status as such,  whether or not the
corporation  would have the power to indemnify him against that liability  under
the provisions of the BCL. Such insurance is declared to be consistent  with the
public policy of the Commonwealth of Pennsylvania.

         Section  1750 of the BCL  (relating to duration and extent of coverage)
declares that the  indemnification  and advancement of expenses  provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified,  continue as to a person who has ceased to be a representative  of the
corporation   and  shall  inure  to  the  benefit  of  the  heirs  and  personal
representative of that person.

         Article 9 of its Articles of  Incorporation  provides  that the Company
shall  indemnify any director or officer of the Company who was or is a party or
is threatened to made a party to any  threatened,  pending or completed  action,
suit,  appeal,  or  other  proceeding  of any  nature,whether  civil,  criminal,
administrative or investigative, whether formal or informal, and whether brought
by or in the right of the Company, a class of its shareholders or otherwise,  by
reason of the fact that such person (i) is or was a director,  officer, employee
or agent of the Company, or (ii) is or was serving at the request of the Company
as  a  director,   officer,   fiduciary  or  trustee  of  another   corporation,
partnership,  joint  venture,  trust,  employee  benefit plan or other entity or
enterprise against all expenses (including attorneys' fees),  judgments,  fines,
damages, punitive damages,  penalties, excise taxes and assessed with respect to
employee  benefit plans and amounts paid in settlement  actually and  reasonably
incurred by such  director or officer in  connection  with such  action,  suite,
appeal or proceeding to the full extent permissible under Pennsylvania law.


                                      II-6

                                        9

<PAGE>
         Subject to certain  exceptions,  the Bylaws of the Company also provide
for the  elimination  of a director's  liability  for  monetary  damages for any
action or any  failure to take any  action,  except to the extent  that by law a
director's  liability  cannot be limited.  The provisions of this section do not
apply to the  responsibility or liability of a director pursuant to any criminal
statute or the  liability  of a director  for the  payment of taxes  pursuant to
local, state, or federal law.

         The  indemnification  and advancement of expenses provided by Article 9
are not  exclusive of any other rights of  indemnification.  The Company has the
power to  purchase  insurance  on  behalf  of any  person  to whom  Article 9 is
applicable.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers or persons  controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.

Item 7.           Exemption From Registration Claimed

                  Inapplicable.

Item 8.           Exhibits and Exhibits Index                      Page Number
                                                                   In Sequential
                                                                   Numbering
Exhibit No.                                                        System
-----------                                                        ------

         4        Fidelity Bancorp, Inc.                           15
                  1997 Employee Stock Compensation Program

         5        Opinion of Plowman, Spiegel & Lewis, P.C.        34

         23A      Consent of KMPG Peat Marwick                     36

         23B      Consent of Plowman, Spiegel & Lewis, P.C.
                  (included in Exhibit 5)

         24       Power of Attorney of Directors and Officers
                  (included on Signature Page)


Item 9.           Undertakings

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

             (i)    To include any  prospectus  required by Section  10(a)(3) of
                    the securities Act of 1933;

                                      II-7

                                       10

<PAGE>

             (ii)   To reflect  in the  prospectus  any facts or events  arising
                    after the effective  date of the amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement;

             (iii)  To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement;  provided,  however, that paragraphs
                    (a)(1)(i) and (a)(1)(ii)  shall not apply if the information
                    required  to be included in a  post-effective  amendment  by
                    those  paragraphs is contained in periodic  reports filed by
                    the  Registrant  pursuant to Section 13 or Section  15(d) of
                    the Securities Exchange Act of 1934 that are incorporated by
                    reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933, each  post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at the time  shall be
         deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

             (b)    The  undersigned  Registrant  hereby  undertakes  that,  for
                    purposes of determining  any liability  under the Securities
                    Act of 1933, each filing of the  Registrant's  annual report
                    pursuant to Section 13(a) or Section 15(d) of the securities
                    Exchange Act of 1934, and where  applicable,  each filing of
                    an employee benefit plan's annual report pursuant to Section
                    15(d)  of the  Securities  Exchange  Act  of  1934  that  is
                    incorporated  by  reference  in the  registration  statement
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

             (h)    Insofar as indemnification for liabilities arising under the
                    Securities  Act of  1933  may  be  permitted  to  directors,
                    officers and controlling  person of the Registrant  pursuant
                    to the foregoing  provisions,  or otherwise,  the Registrant
                    has been advised that in the opinion of the  Securities  and
                    Exchange  Commission such  indemnification is against public
                    policy as  expressed in the  Securities  Act of 1933 and is,
                    therefore,  unenforceable.  In the  event  that a claim  for
                    indemnification  against  such  liabilities,  other than the
                    payment of the Registrant of expenses  incurred or paid by a
                    director, officer or controlling person of the Registrant in
                    the  successful  defense of any action or suit or proceeding
                    as asserted by

                                      II-8

                                       11

<PAGE>
                    such  director,officer  or controlling  person in connection
                    with the securities being  registered,  the Registrant will,
                    unless in the  opinion  of its  counsel  the matter has been
                    settled  by  controlling  precedent,  submit  to a court  of
                    appropriate   jurisdiction   the   question   whether   such
                    indemnification  by it is against public policy as expressed
                    in the  Securities  Act of 1933 and will be  governed by the
                    final adjudication of such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Pittsburgh,  Commonwealth  of Pennsylvania on March 3,
1998.

                                                  FIDELITY BANCORP, INC.


                                             By:  /s/William L. Windisch
                                                  ----------------------
                                                  William L. Windisch, President
                                                  and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  William L.  Windisch  and Richard G.
Spencer,  and each of them, his or her true and law  attorney-in-fact,  as agent
with full power of substitution and  resubstitution for him or her and in his or
her  name,  place  and  stead,  in any and  all  capacity,  to  sign  any or all
amendments  to this  registration  statement  and to file  the  same,  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as they might or could do in person,  hereby  ratifying
and confirming all that said  attorneys-in-fact  agents,  or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration statement has been signed by the following person in the capacities
and on the dates indicated.







                                      11-9

                                       12

<PAGE>
                                     Capacity                         Date
                                     --------                         ----


/s/ William L. Windisch           President, Chief                 March 3, 1998
-------------------------         Executive Officer
William L. Windisch               and Director
                                  (Principal Executive
                                  Officer)


/s/ Richard G. Spencer            Vice President,                  March 3, 1998
-------------------------         Chief Financial Officer,
Richard G. Spencer                and Treasurer (Principal
                                  Financial and Principal
                                  Accounting Officer)

/s/ J. Robert Gales               Director                         March 3, 1998
-------------------------
J.Robert Gales


/s/ Joanne Ross Wilder            Director                         March 3, 1998
-------------------------
Joanne Ross Wilder



/s/ Robert F. Kastelic            Director                         March 3, 1998
-------------------------
Robert F. Kastelic



/s/ Oliver D. Keefer              Director                         March 3, 1998
-------------------------
Oliver D. Keefer


Charles E. Nettrour               Director                         March 3, 1998













                                      II-10

                                       13
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 36937}]
{"company-data": {"conformed-name": "FIDELITY BANCORP INC", "cik": "0000769207", "assigned-sic": "6022", "irs-number": "251705405", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47841", "film-number": "98564359"}, "business-address": {"street1": "1009 PERRY HIGHWAY", "city": "PITTSBURGH", "state": "PA", "zip": "15237", "phone": "4123673300"}, "mail-address": {"street1": "1009 PERRY HIGHWAY", "city": "PITTSBURGH", "state": "PA", "zip": "15237"}}
As filed with the Securities and Exchange Commission on March 9, 1998
                                               Registration No. 33- ____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             FIDELITY BANCORP, INC.
--------------------------------------------------------------------------------
            (Exact Name of Registration As Specified In its Charter)

         Pennsylvania                                         25-1705405
--------------------------------------------------------------------------------
(State or other jurisdiction                                (I.R.S. Employer
incorporation or organization)                              Identification No.)

      1009 Perry Highway                                    
      Pittsburgh, PA                                              15237    
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code) 
                                                                           
                                                            

         FIDELITY BANCORP, INC. 1997 EMPLOYEE STOCK COMPENSATION PROGRAM
                              (Full title of Plan)

                                                  Copies To:
William L. Windisch                               Charles B. Jarrett, Jr., Esq.
FIDELITY BANCORP, INC.                            PLOWMAN, SPIEGEL & LEWIS, P.C.
1009 Perry Highway                                310 Grant Street
Pittsburgh, Pennsylvania 15237                    Suite 230 Grant Building
                                                  Pittsburgh, Pennsylvania 15219
CALCULATION OF REGISTRATION FEE

                                                              Proposed                  Proposed
Title                                                         Maximum                   Maximum
of Each Class                       Amount                    Offering                  Aggregate                  Amount of
of Securities                       to be                     Price Per                 Offering                   Registration
to be Registered                    Registered(1)             Share(2)                  Price(2)                   Fee
----------------                    -------------             --------                  --------                   ---
Common Stock
$0.01 Par Value                     155,000 shares             $29.25                  $4,533,750                  $1,337.46
(1)      Based on the maximum number of shares of Fidelity Bancorp,  Inc. common
         stock,  par value  $0.01  per share  ("Common  Stock")  authorized  for
         issuance  under the Plan set  forth  above.  There are also  registered
         hereby  such  indeterminate  number of  shares  of Common  Stock as may
         become issuable by reason of the anti-dilution provisions of this plan.

(2)      Estimated  pursuant to Rule 457(c) and (h)(1) solely for the purpose of
         calculating the amount of the  registration  fee based upon the average
         of the  high  and  low  prices  of the  Common  Stock  on the  National
         Association of Securities  Dealers Automated  Quotation National Market
         System on March 4, 1998,  with respect to the 155,000  shares of Common
         Stock issuable under the plan.

 

         Page 2 of Sequentially Numbered Pages
         Index to Exhibits found on Page 10

                                        2
TO PARTICIPANTS IN THE FIDELITY BANCORP, INC. 1997 EMPLOYEE
                           STOCK COMPENSATION PROGRAM

         Fidelity Bancorp,  Inc. ("Company") has filed a registration  statement
concerning  its shares of common stock,  $0.01 par value  ("Common  Stock") that
may, from time to time, be issued  pursuant to the Company's 1997 Employee Stock
Compensation  Plan("Plan").  The  Prospectus  deemed  to  form  a  part  of  the
registration  statement consists of certain documents and explanatory  memoranda
regarding  the plans.  Also deemed to comprise part of the  Prospectus,  are the
following  documents,  each of which is  specifically  incorporated by reference
into the  registration  statement  and each of which is on file with the  United
States  Securities and Exchange  Commission  ("SEC")  (Periodic  Report File No.
0-22288):

         (a)      the Company's annual report on Form 10-K SB for the year ended
                  September 30, 1997;

         (b)      the Company's  quarterly report on Form 10-QSB for the quarter
                  ended December 31,1997; and

         (c)      the description of the Company's Common Stock contained in the
                  Company's   Registration  Statement  on  Form  8-B,  including
                  Exhibits thereto, filed on August 19, 1993.
                  
         All  documents  filed with the SEC by the  Company  pursuant to Section
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of the Prospectus and prior to the termination of the offering made hereby shall
be deemed to be  incorporated  by reference in the  Prospectus  and to be a part
thereof from the date of filing of such documents.  Any statement contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the Prospectus to the extent
that a statement  contained herein or in any other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed,  except as so modified or supersede,  to constitute a part of the
Prospectus.

         The Company will provide  without  charge to each  participant in these
plans who  requests,  a copy of any or all of the documents  mentioned  above as
well as all  documentation  relating to the plans  required to be  delivered  to
participants  pursuant to the rules  adopted under the  Securities  Act of 1933.
Requests for such copies should be addressed in writing to:

                               Richard G. Spencer
                          Vice President and Treasurer
                             FIDELITY BANCORP, INC.
                               1009 Perry Highway
                         Pittsburgh, Pennsylvania 15237
                                 (412) 367-3300

March 3, 1998

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         There  are  hereby  incorporated  by  reference  in  this  registration
statement the following documents filed by the Company with the Commission:

                  (a)      Annual  report  on Form  10-K SB for the  year  ended
                           September 30, 1997 (Periodic Report File No. 22288);

                  (b)      The Company's  quarterly reports on Form 10-Q for the
                           quarter ended December 31, 1997 (Periodic Report File
                           No. 0-17416); and

                  (c)      The   description  of  the  Company's   Common  Stock
                           contained int he Company's  Registration Statement on
                           Form 8-B, including Exhibits thereto, filed on August
                           19, 1993.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, and prior to the  termination of the offering made
hereby shall be deemed to be  incorporated  by  reference  in this  registration
statement and to be a part hereof from the date of filing of such documents. Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
the Prospectus to the extent that a statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

                Information Required in Section 10(a) Prospectus

         The document(s)  containing the information  specified in Items 1 and 2
of Part 1 of Form S-8 will be sent or given to plan participants as specified in
Rule 428(b)(1) and, in accordance with the  instructions to Part I of Form S- 8,
are not  filed  with the  Securities  and  Exchange  Commission  as part of this
registration statement.

Item 4.           Description of Securities

                  Inapplicable.

Item 5.           Interests of Named Experts and Counsel

                  Inapplicable.

                                      II-1

                                        4
Item 6.           Indemnification of Directors and Officers

         The general  corporate  law of the  commonwealth  of  Pennsylvania,  as
applicable  to the Company,  together with the  Company's  Bylaws,  provides the
Company's officers and directors with a broad range of limitation from liability
and indemnification for actions and inactions in connection with the performance
of their duties.  Aside from matters  involving  criminal  statutes or tax laws,
directors  are not  personally  liable for  monetary  damages  for any action or
inaction  taken unless the director has breached or failed to perform his or her
duties of office and such breach or failure  constitutes  self-dealing,  willful
misconduct or recklessness. The Company's officers and directors are entitled to
be indemnified if they are named as a party or threatened to be named as a party
to any type of proceeding as a result of actions or inactions taken while in the
course of their  association  with the  Company  provided  that  such  action or
inaction was in good faith and in a manner reasonably  believed to be in, or not
opposed to, the best  interests  of the Company.  Officers and  directors of the
company will be presumed to be entitled to this indemnification  absent breaches
of fiduciary duty, lack of good faith or self-dealing and will be entitled to be
indemnified  unless their conduct is  determined by a court to have  constituted
willful misconduct or recklessness.

         Specifically,  Subchapter D of Chapter 17 of the Pennsylvania  Business
Corporation Law of 1988, as amended (the "BCL"), (15 Pa. C.S.A. ss.ss.1741-1750)
provides  that a  business  corporation  shall  have  the  power  under  certain
circumstances  to indemnify  directors,  officers,  employees and agents against
certain expenses incurred by them in connection with any threatened,  pending or
completed action, suite or proceeding.

         Section 1721 of the BCL (relating to the Board of  Directors)  declares
that  unless  otherwise  provide  by  statute  or in a  by-law  adopted  by  the
shareholders, all powers enumerated in Section 1502 (relating to general powers)
and  elsewhere in the BCL or otherwise  vested by law in a business  corporation
shall be exercised by or under the authority of, and the business and affairs of
every business  corporation  shall be managed under the direction of, a board of
directors.  If any such provision is made in the by-laws,  the powers and duties
conferred  or  imposed  upon  the  board of  directors  under  the BCL  shall be
exercised  or performed to such extent and by such person or persons as shall be
proved in the by-laws.

         Section  1712 of the BCL  provides  that a  director  shall  stand in a
fiduciary  relation  to the  corporation  and  shall  perform  his  duties  as a
director,  including  his duties as a member of any  committee of the board upon
which he may serve, in good faith,  in a manner he reasonably  believes to be in
the best interest of the  corporation and with such care,  including  reasonable
inquiry,  skill and diligence,  as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information,  opinions,  reports or statements,  including
financial  statements  and  other  financial  data,  in each  case  prepared  or
presented by any of the following:

                                      II-2

                                        5
(1) one or more  officers  or  employees  of the  corporation  whom the
director  reasonably  believes  to be  reliable  and  competent  in the  matters
presented;

         (2) counsel, public accountant or other persons as to matters which the
director  reasonably believes to be within the professional or expert competence
of such person; or

         (3) a  committee  of the  board  upon  which  he does not  serve,  duly
designated  in  accordance  with  law,  as  to  matters  within  its  designated
authority, which committee the director reasonably believed to merit confidence.

         A director  shall not be considered  to be acting in good faith,  if he
has knowledge concerning the matter in question that would cause his reliance to
be unwarranted.

         Similar   provisions  in  Section   1712(c)  apply  to  officers  of  a
corporation.

         Section  1716  also  states  that in  discharging  the  duties of their
respective  positions,  the  board of  directors,  committees  of the  board and
individual  director may, in considering  the best interest of the  corporation,
consider the effects of any action upon employees,  upon suppliers and customers
of the corporation and upon communities in which offices or other establishments
of  the  corporation  are  located,   and  all  other  pertinent  factors.   The
consideration of those factors shall not constitute a violation of Section 1712.
In  addition,   absent  breach  of  fiduciary   duty,  lack  of  good  faith  or
self-dealing,  actions  taken as a  director  or any  failure to take any action
shall be presumed to be in the best interests of the corporation.

         Moreover,  Section 1713  addresses the personal  liability of directors
and states that if a by-law adopted by the shareholders so provides,  a director
shall not be personally  liable,  as such,  for monetary  damages for any action
taken, or any failure to take any action, unless:

         (1) the director has breached or failed to perform the duties of his
office under this section; and

         (2) the breach or failure to perform constitutes self-dealing,  willful
misconduct or recklessness.

         The provisions discussed above shall not apply to:

         (1) the  responsibility  or  liability  of a director  pursuant  to any
criminal statute; or

         (2) the  liability of a director  for the payment of taxes  pursuant to
local, state or federal law.

         Finally,  Section 1714 states that a director of a  corporation  who is
present at a meeting of its board of directors, or of a committee of the

                                      II-3

                                        6
board,  at which  action on any  corporate  matter is taken shall be presumed to
have  assented to the action  taken unless his dissent is entered in the minutes
of the  meeting or unless he files his  written  dissent to the action  with the
secretary of the meeting before the adjournment thereof or transmits the dissent
in writing to the secretary of the corporation immediately after the adjournment
of the meeting.  The right to dissent shall not apply to a director who voted in
favor of the action. Nothing shall bar a director from asserting that minutes of
the meeting  incorrectly omitted his dissent if, promptly upon receipt of a copy
of such minutes, he notified the secretary, in writing, of the asserted omission
or inaccuracy.

         Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise  restricted in its by-laws,  a business  corporation shall have
the power to indemnify any person who was or is a party,  or is threatened to be
made a party to any  threatened,  pending  or  completed  action or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation),  by reason of the fact that such person
is or was a  representative  of the  corporation,  or is or was  serving  at the
request of the corporation as a  representative  of another  domestic or foreign
corporation for profit or not-for-profit,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in  connection  with the action or proceeding if such person acted in good faith
and in a manner he  reasonably  believed  to be in, or not  opposed to, the best
interest of the corporation,  and, with respect to any criminal proceeding,  had
no reasonable cause to believe his conduct was unlawful.  The termination of any
action or proceeding by judgment, order, settlement or conviction or upon a plea
of nolo  contendere or its  equivalent  shall not of itself create a presumption
that the  person did not act in good  faith and in a manner  that he  reasonably
believed to be in, or not opposed to, the best interest of the corporation,  and
with respect to any criminal  proceeding,  had reasonable  cause to believe that
his conduct was not unlawful.

         Section 1742 of the BCL (relating to derivative  actions) provides that
unless otherwise  restricted in its by-laws,  a business  corporation shall have
the power to indemnify any person who was or is a party,  or is threatened to be
made a party, to any threatened,  pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative to the corporation,  or is or was serving
at the request of the  corporation as a  representative  of another  domestic or
foreign  corporation for profit or not-for-profit,  partnership,  joint venture,
trust or other enterprise,  against expenses (including  attorneys' fees) actual
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of the action if such person  acted in good faith and in a manner he
reasonably  believed  to be in, or not  opposed  to,  the best  interest  of the
corporation.  Indemnification shall not be made under this section in respect of
any claim,  issue or matter as to which  such  person  has been  adjudged  to be
liable to the  corporation  unless,  and only to the extent  that,  the court of
common  pleas of the  judicial  district  embracing  the  county  in  which  the
registered  office of the  corporation  is  located  or the court in which  such
action was brought determines upon application that,

                                      II-4

                                        7
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which the court of common pleas or such other court shall deem proper.

         Section  1743  of  the  BCL  (relating  to  mandatory  indemnification)
provides that to the extent that a  representative  of the business  corporation
has been  successful  on the  merits or  otherwise  in  defense of any action or
proceeding referred to in Section 1741 (relating to third party actions) or 1742
(relating to derivative  actions),  or in defense of any claim,  issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.

         Section  1744  of  the  BCL   (relating  to  procedure   for  effecting
indemnification)  provides that, unless ordered by a court, any  indemnification
under  Section  1741  (relating  to third party  actions) or 1742  (relating  to
derivative actions) shall be made by the business corporation only as authorized
in  the  specific  case  upon  a  determination  that   indemnification  of  the
representative  is proper in the  circumstances  because such person has met the
applicable  standard of conduct set forth in those sections.  The  determination
shall be made:

         (1) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to the action or proceeding;

         (2) if such quorum is not obtainable,  or, if obtainable and a majority
vote of a quorum of  disinterested  directors so directs,  by independent  legal
counsel in a written opinion; or

         (3) by the shareholders.

         Section 1745 of the BCL (relating to advancing  expenses) provides that
expenses  (including  attorneys'  fees)  incurred  in  defending  any  action or
proceeding refereed to above may be paid by the business  corporation in advance
of the  final  disposition  of the  action or  proceeding  upon  receipt  of any
undertaking by or on behalf of the  representative to repay such amount if it is
ultimately  determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.

         Section 1746 of the BCL (relating to supplementary  coverage)  provides
that the  indemnification  and  advancement  of expenses  provided by or granted
pursuant to the other  sections of the BCL shall not be deemed  exclusive of any
other  rights  to which a  person  seeking  indemnification  or  advancement  of
expenses may be entitled under any other by-law, agreement, vote of shareholders
or  disinterested  directors or  otherwise,  both as to action in such  person's
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         Section 1746 of the BCL also provides that indemnification  refereed to
above shall not be made in any case where the act or failure to act giving

                                      II-5

                                        8
rise  to the  claim  for  indemnification  is  determined  by a  court  to  have
constituted willful misconduct or recklessness.

         Section 1746 further  declares that  indemnification  under any by-law,
agreement,  vote of shareholders  or directors or otherwise,  may be granted for
any  action  taken  or any  failure  to  take  any  action  whether  or not  the
corporation  would  have the  power to  indemnify  the  person  under  any other
provision  of law except as  provided  in this  section  and  whether or not the
indemnified liability arises or arose from any threatened,  pending or completed
action by or in the right of the corporation.  Such  indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.

         Section 1747 of the BCL  (relating to the power to purchase  insurance)
provides that unless otherwise restricted in its by-laws, a business corporation
shall have power to purchase and maintain  insurance on behalf of any person who
is or was a  representative  of the  corporation  or is or  was  serving  at the
request of the corporation as a  representative  of another  domestic or foreign
corporation for profit or  not-for-profit,  partnership,joint  venture,trust  or
other enterprise  against any liability  asserted against him and insured by him
in any such capacity,  or arising out of his status as such,  whether or not the
corporation  would have the power to indemnify him against that liability  under
the provisions of the BCL. Such insurance is declared to be consistent  with the
public policy of the Commonwealth of Pennsylvania.

         Section  1750 of the BCL  (relating to duration and extent of coverage)
declares that the  indemnification  and advancement of expenses  provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified,  continue as to a person who has ceased to be a representative  of the
corporation   and  shall  inure  to  the  benefit  of  the  heirs  and  personal
representative of that person.

         Article 9 of its Articles of  Incorporation  provides  that the Company
shall  indemnify any director or officer of the Company who was or is a party or
is threatened to made a party to any  threatened,  pending or completed  action,
suit,  appeal,  or  other  proceeding  of any  nature,whether  civil,  criminal,
administrative or investigative, whether formal or informal, and whether brought
by or in the right of the Company, a class of its shareholders or otherwise,  by
reason of the fact that such person (i) is or was a director,  officer, employee
or agent of the Company, or (ii) is or was serving at the request of the Company
as  a  director,   officer,   fiduciary  or  trustee  of  another   corporation,
partnership,  joint  venture,  trust,  employee  benefit plan or other entity or
enterprise against all expenses (including attorneys' fees),  judgments,  fines,
damages, punitive damages,  penalties, excise taxes and assessed with respect to
employee  benefit plans and amounts paid in settlement  actually and  reasonably
incurred by such  director or officer in  connection  with such  action,  suite,
appeal or proceeding to the full extent permissible under Pennsylvania law.

                                      II-6

                                        9
Subject to certain  exceptions,  the Bylaws of the Company also provide
for the  elimination  of a director's  liability  for  monetary  damages for any
action or any  failure to take any  action,  except to the extent  that by law a
director's  liability  cannot be limited.  The provisions of this section do not
apply to the  responsibility or liability of a director pursuant to any criminal
statute or the  liability  of a director  for the  payment of taxes  pursuant to
local, state, or federal law.

         The  indemnification  and advancement of expenses provided by Article 9
are not  exclusive of any other rights of  indemnification.  The Company has the
power to  purchase  insurance  on  behalf  of any  person  to whom  Article 9 is
applicable.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers or persons  controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.

Item 7.           Exemption From Registration Claimed

                  Inapplicable.

Item 8.           Exhibits and Exhibits Index                      Page Number
                                                                   In Sequential
                                                                   Numbering
Exhibit No.                                                        System
-----------                                                        ------

         4        Fidelity Bancorp, Inc.                           15
                  1997 Employee Stock Compensation Program

         5        Opinion of Plowman, Spiegel & Lewis, P.C.        34

         23A      Consent of KMPG Peat Marwick                     36

         23B      Consent of Plowman, Spiegel & Lewis, P.C.
                  (included in Exhibit 5)

         24       Power of Attorney of Directors and Officers
                  (included on Signature Page)

Item 9.           Undertakings

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

             (i)    To include any  prospectus  required by Section  10(a)(3) of
                    the securities Act of 1933;

                                      II-7

                                       10
(ii)   To reflect  in the  prospectus  any facts or events  arising
                    after the effective  date of the amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement;

             (iii)  To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement;  provided,  however, that paragraphs
                    (a)(1)(i) and (a)(1)(ii)  shall not apply if the information
                    required  to be included in a  post-effective  amendment  by
                    those  paragraphs is contained in periodic  reports filed by
                    the  Registrant  pursuant to Section 13 or Section  15(d) of
                    the Securities Exchange Act of 1934 that are incorporated by
                    reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933, each  post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at the time  shall be
         deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

             (b)    The  undersigned  Registrant  hereby  undertakes  that,  for
                    purposes of determining  any liability  under the Securities
                    Act of 1933, each filing of the  Registrant's  annual report
                    pursuant to Section 13(a) or Section 15(d) of the securities
                    Exchange Act of 1934, and where  applicable,  each filing of
                    an employee benefit plan's annual report pursuant to Section
                    15(d)  of the  Securities  Exchange  Act  of  1934  that  is
                    incorporated  by  reference  in the  registration  statement
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

             (h)    Insofar as indemnification for liabilities arising under the
                    Securities  Act of  1933  may  be  permitted  to  directors,
                    officers and controlling  person of the Registrant  pursuant
                    to the foregoing  provisions,  or otherwise,  the Registrant
                    has been advised that in the opinion of the  Securities  and
                    Exchange  Commission such  indemnification is against public
                    policy as  expressed in the  Securities  Act of 1933 and is,
                    therefore,  unenforceable.  In the  event  that a claim  for
                    indemnification  against  such  liabilities,  other than the
                    payment of the Registrant of expenses  incurred or paid by a
                    director, officer or controlling person of the Registrant in
                    the  successful  defense of any action or suit or proceeding
                    as asserted by

                                      II-8

                                       11
such  director,officer  or controlling  person in connection
                    with the securities being  registered,  the Registrant will,
                    unless in the  opinion  of its  counsel  the matter has been
                    settled  by  controlling  precedent,  submit  to a court  of
                    appropriate   jurisdiction   the   question   whether   such
                    indemnification  by it is against public policy as expressed
                    in the  Securities  Act of 1933 and will be  governed by the
                    final adjudication of such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Pittsburgh,  Commonwealth  of Pennsylvania on March 3,
1998.

                                                  FIDELITY BANCORP, INC.

                                             By:  /s/William L. Windisch
                                                  ----------------------
                                                  William L. Windisch, President
                                                  and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  William L.  Windisch  and Richard G.
Spencer,  and each of them, his or her true and law  attorney-in-fact,  as agent
with full power of substitution and  resubstitution for him or her and in his or
her  name,  place  and  stead,  in any and  all  capacity,  to  sign  any or all
amendments  to this  registration  statement  and to file  the  same,  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as they might or could do in person,  hereby  ratifying
and confirming all that said  attorneys-in-fact  agents,  or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration statement has been signed by the following person in the capacities
and on the dates indicated.

                                      11-9

                                       12
Capacity                         Date
                                     --------                         ----

/s/ William L. Windisch           President, Chief                 March 3, 1998
-------------------------         Executive Officer
William L. Windisch               and Director
                                  (Principal Executive
                                  Officer)

/s/ Richard G. Spencer            Vice President,                  March 3, 1998
-------------------------         Chief Financial Officer,
Richard G. Spencer                and Treasurer (Principal
                                  Financial and Principal
                                  Accounting Officer)

/s/ J. Robert Gales               Director                         March 3, 1998
-------------------------
J.Robert Gales

/s/ Joanne Ross Wilder            Director                         March 3, 1998
-------------------------
Joanne Ross Wilder

/s/ Robert F. Kastelic            Director                         March 3, 1998
-------------------------
Robert F. Kastelic

/s/ Oliver D. Keefer              Director                         March 3, 1998
-------------------------
Oliver D. Keefer

Charles E. Nettrour               Director                         March 3, 1998

                                      II-10

                                       13