As filed with the Securities and Exchange Commission on February 26, 2003

                                                    Registration No. 333-_____

                       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 Registrant as specified in its charter)

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

                               1009 Perry Highway
                         Pittsburgh, Pennsylvania 15237
                  --------------------------------------------
                    (Address of principal executive offices)

               Fidelity Bancorp, Inc. 2002 Stock Compensation Plan
              -----------------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20015
                                 (202) 434-4660
             -------------------------------------------------------
            (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
========================================================================================

Title of                              Proposed Maximum   Proposed Maximum    Amount of
Securities to        Amount to be         Offering      Aggregate Offering  Registration
be Registered       Registered (1)   Price Per Share(2)      Price (2)        Fee (2)
========================================================================================
<S>               <C>                 <C>                <C>               <C>
Common Stock        13,075 shares           19.00            $248,425          $20.10
$0. 01 par value
per share

Common Stock        10,225 shares           18.97            $193,968          $15.69
$0. 01 par value
per share
========================================================================================
</TABLE>

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Fidelity Bancorp,  Inc. 2002 Stock  Compensation Plan
         (the "Plan") consists of 23,300 shares which are being registered under
         this  Registration  Statement and for which a registration fee is being
         paid. Additionally,  an indeterminate number of additional shares which
         may be  offered  and issued to prevent  dilution  resulting  from stock
         splits, dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 23,300  shares are being  registered
         hereby,  of which 13,075 shares are under option at a weighted  average
         exercise  price of $19.00 per share  ($248,425 in the  aggregate).  The
         remainder of such shares,  which are not  presently  subject to options
         (10,225  shares),  are being  registered  based upon the average of the
         high and low selling  prices of the Common Stock of the  Registrant  as
         reported on the Nasdaq  National  Market on February 24, 2003 of $18.97
         per  share  ($193,968  in  the  aggregate),  for a  total  offering  of
         $442,393.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
-------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 23,300
shares of Fidelity Bancorp,  Inc. (the "Company" or "Registrant")  common stock,
$.01 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance with the Fidelity Bancorp,  Inc. 2002 Stock Compensation Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  on  April  9,  1997  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

     (a)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          September 30, 2002, as filed with the Commission;

     (b)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          December 31, 2002, as filed with the Commission; and

     (c)  The  description  of the  Company's  securities  as  contained  in the
          Company's  Registration  Statement  on Form  8-A,  as  filed  with the
          Commission on April 9, 1997.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold 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.

Item 4.  Description of Securities.
-------
         Not Applicable

                                        2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
-------
         Section 1741 of the Pennsylvania Business Corporation Law provides that
an officer,  director,  employee or agent may be indemnified by the Company from
and against expenses,  judgments,  fines, settlements and other amounts actually
and reasonably  incurred in connection with threatened,  pending or contemplated
proceedings  (other  than an action by or in the right of the  Company)  if such
person acted in good faith in a manner that such person  reasonably  believes to
be in, or not opposed to, the best interests of the Company.

         Pursuant to the Company's Articles of Incorporation,  a director of the
Company  shall not be  personally  liable for  monetary  damages  for any action
taken,  or any  failure to take any action,  as a director  except to the extent
that by law a director's  liability for monetary damages may not be limited. The
Company shall  indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
including  actions by or in the right of the Company,  whether civil,  criminal,
administrative  or  investigative,  by reason of the fact that such person is or
was a director,  officer, employee or agent of the Company, or is or was serving
at the  request of the  Company as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments, fines, excise taxes and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding to the full extent  permissible
under Pennsylvania law.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended.  Additionally,
the Company has in force a Directors and Officers Liability Policy  underwritten
by Fidelity and Deposit with a $4.0 million  aggregate limit of liability and an
aggregate  deductible  of  $50,000  per loss both for  claims  directly  against
officers and directors and for claims where the Company is required to indemnify
directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  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 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
-------
         Not Applicable

Item 8.  Exhibits.
-------
         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
-------
         (a)      The undersigned Registrant hereby undertakes:

                                 3
<PAGE>

     (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
               1933 Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  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) do no apply if the
Registration Statement is on Form S-3, Form S-8, and 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the 1933 Act,
          each  such  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 that 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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons 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 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the

                                        4

<PAGE>



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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.



                                        5

<PAGE>



                                   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 in the Commonwealth of Pennsylvania, as of
February 26, 2003.

                               FIDELITY BANCORP, INC.


                               By:      /s/Richard G. Spencer
                                        ---------------------------------------
                                        Richard G. Spencer
                                        President and Chief Executive Officer
                                        (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Fidelity Bancorp, Inc. do
hereby  severally  constitute  and  appoint  Richard G.  Spencer as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said Richard G. Spencer may
deem necessary or advisable to enable Fidelity Bancorp,  Inc. to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby  ratify and confirm all that said Richard G. Spencer shall 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 below by the  following  persons in the
capacities indicated as of the date indicated.



/s/William L. Windisch                      /s/Richard G. Spencer
--------------------------------            ------------------------------------
William L. Windisch                         Richard G. Spencer
Chairman of the Board                       President, Chief Executive Officer
                                            and Director
                                            (Principal Executive Officer)


February 26, 2003                           February 26, 2003
--------------------------------            ------------------------------------
(Date)                                      (Date)


/s/John R. Gales                            /s/Robert F. Kastelic
--------------------------------            ------------------------------------
John R. Gales                               Robert F. Kastelic
Director                                    Director


February 26, 2003                           February 26, 2003
--------------------------------            ------------------------------------
(Date)                                      (Date)



<PAGE>




/s/Oliver D. Keefer                 /s/Charles E. Nettrour
--------------------------------    --------------------------------------------
Oliver D. Keefer                    Charles E. Nettrour
Director                            Director


February 26, 2003                   February 26, 2003
--------------------------------    --------------------------------------------
(Date)                              (Date)


/s/Joanne Ross Wilder               /s/Lisa L. Griffith
--------------------------------    --------------------------------------------
Joanne Ross Wilder                  Lisa L. Griffith
Director                            Vice President and Chief Financial Officer
                                    (Principal Accounting Officer)


February 26, 2003                   February 26, 2003
--------------------------------    --------------------------------------------
(Date)                              (Date)



<PAGE>



                                INDEX TO EXHIBITS




Exhibit             Description
-------             -----------

     4.1       Fidelity Bancorp, Inc.
               2002 Stock Compensation Plan

     4.2       Form of Stock Option Agreement

     4.3       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia Spidi & Fisch, PC as to the validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of KPMG LLP

     24        Reference is made to the Signatures section of this
               Registration Statement for the Power of Attorney contained
               therein
[{"type": "S-8", "sequence": "1", "filename": "s8_022703-0206.txt", "description": "S8 - 022703", "secsgml_size_bytes": 20195}]
{"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": "333-103448", "film-number": "03580250"}, "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 February 26, 2003

                                                    Registration No. 333-_____

                       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 Registrant as specified in its charter)

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

                               1009 Perry Highway
                         Pittsburgh, Pennsylvania 15237
                  --------------------------------------------
                    (Address of principal executive offices)

               Fidelity Bancorp, Inc. 2002 Stock Compensation Plan
              -----------------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20015
                                 (202) 434-4660
             -------------------------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
========================================================================================

Title of                              Proposed Maximum   Proposed Maximum    Amount of
Securities to        Amount to be         Offering      Aggregate Offering  Registration
be Registered       Registered (1)   Price Per Share(2)      Price (2)        Fee (2)
========================================================================================
Common Stock        13,075 shares           19.00            $248,425          $20.10
$0. 01 par value
per share

Common Stock        10,225 shares           18.97            $193,968          $15.69
$0. 01 par value
per share
========================================================================================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Fidelity Bancorp,  Inc. 2002 Stock  Compensation Plan
         (the "Plan") consists of 23,300 shares which are being registered under
         this  Registration  Statement and for which a registration fee is being
         paid. Additionally,  an indeterminate number of additional shares which
         may be  offered  and issued to prevent  dilution  resulting  from stock
         splits, dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 23,300  shares are being  registered
         hereby,  of which 13,075 shares are under option at a weighted  average
         exercise  price of $19.00 per share  ($248,425 in the  aggregate).  The
         remainder of such shares,  which are not  presently  subject to options
         (10,225  shares),  are being  registered  based upon the average of the
         high and low selling  prices of the Common Stock of the  Registrant  as
         reported on the Nasdaq  National  Market on February 24, 2003 of $18.97
         per  share  ($193,968  in  the  aggregate),  for a  total  offering  of
         $442,393.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
-------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 23,300
shares of Fidelity Bancorp,  Inc. (the "Company" or "Registrant")  common stock,
$.01 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance with the Fidelity Bancorp,  Inc. 2002 Stock Compensation Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  on  April  9,  1997  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

     (a)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          September 30, 2002, as filed with the Commission;

     (b)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          December 31, 2002, as filed with the Commission; and

     (c)  The  description  of the  Company's  securities  as  contained  in the
          Company's  Registration  Statement  on Form  8-A,  as  filed  with the
          Commission on April 9, 1997.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold 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.

Item 4.  Description of Securities.
-------
         Not Applicable

                                        2
Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
-------
         Section 1741 of the Pennsylvania Business Corporation Law provides that
an officer,  director,  employee or agent may be indemnified by the Company from
and against expenses,  judgments,  fines, settlements and other amounts actually
and reasonably  incurred in connection with threatened,  pending or contemplated
proceedings  (other  than an action by or in the right of the  Company)  if such
person acted in good faith in a manner that such person  reasonably  believes to
be in, or not opposed to, the best interests of the Company.

         Pursuant to the Company's Articles of Incorporation,  a director of the
Company  shall not be  personally  liable for  monetary  damages  for any action
taken,  or any  failure to take any action,  as a director  except to the extent
that by law a director's  liability for monetary damages may not be limited. The
Company shall  indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
including  actions by or in the right of the Company,  whether civil,  criminal,
administrative  or  investigative,  by reason of the fact that such person is or
was a director,  officer, employee or agent of the Company, or is or was serving
at the  request of the  Company as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments, fines, excise taxes and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding to the full extent  permissible
under Pennsylvania law.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended.  Additionally,
the Company has in force a Directors and Officers Liability Policy  underwritten
by Fidelity and Deposit with a $4.0 million  aggregate limit of liability and an
aggregate  deductible  of  $50,000  per loss both for  claims  directly  against
officers and directors and for claims where the Company is required to indemnify
directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  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 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
-------
         Not Applicable

Item 8.  Exhibits.
-------
         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
-------
         (a)      The undersigned Registrant hereby undertakes:

                                 3
(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
               1933 Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  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) do no apply if the
Registration Statement is on Form S-3, Form S-8, and 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the 1933 Act,
          each  such  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 that 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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons 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 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the

                                        4
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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5
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 in the Commonwealth of Pennsylvania, as of
February 26, 2003.

                               FIDELITY BANCORP, INC.

                               By:      /s/Richard G. Spencer
                                        ---------------------------------------
                                        Richard G. Spencer
                                        President and Chief Executive Officer
                                        (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Fidelity Bancorp, Inc. do
hereby  severally  constitute  and  appoint  Richard G.  Spencer as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said Richard G. Spencer may
deem necessary or advisable to enable Fidelity Bancorp,  Inc. to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby  ratify and confirm all that said Richard G. Spencer shall 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 below by the  following  persons in the
capacities indicated as of the date indicated.

/s/William L. Windisch                      /s/Richard G. Spencer
--------------------------------            ------------------------------------
William L. Windisch                         Richard G. Spencer
Chairman of the Board                       President, Chief Executive Officer
                                            and Director
                                            (Principal Executive Officer)

February 26, 2003                           February 26, 2003
--------------------------------            ------------------------------------
(Date)                                      (Date)

/s/John R. Gales                            /s/Robert F. Kastelic
--------------------------------            ------------------------------------
John R. Gales                               Robert F. Kastelic
Director                                    Director

February 26, 2003                           February 26, 2003
--------------------------------            ------------------------------------
(Date)                                      (Date)
/s/Oliver D. Keefer                 /s/Charles E. Nettrour
--------------------------------    --------------------------------------------
Oliver D. Keefer                    Charles E. Nettrour
Director                            Director

February 26, 2003                   February 26, 2003
--------------------------------    --------------------------------------------
(Date)                              (Date)

/s/Joanne Ross Wilder               /s/Lisa L. Griffith
--------------------------------    --------------------------------------------
Joanne Ross Wilder                  Lisa L. Griffith
Director                            Vice President and Chief Financial Officer
                                    (Principal Accounting Officer)

February 26, 2003                   February 26, 2003
--------------------------------    --------------------------------------------
(Date)                              (Date)
INDEX TO EXHIBITS

Exhibit             Description
-------             -----------

     4.1       Fidelity Bancorp, Inc.
               2002 Stock Compensation Plan

     4.2       Form of Stock Option Agreement

     4.3       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia Spidi & Fisch, PC as to the validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of KPMG LLP

     24        Reference is made to the Signatures section of this
               Registration Statement for the Power of Attorney contained
               therein