As filed with the Securities and Exchange Commission on January 25, 1999
                            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
                                 (412) 367-3300
                    (Address of principal executive offices)

                             Fidelity Bancorp, Inc.
                          1998 Stock Compensation Plan
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                               Ruel B. Pile, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
<S>                   <C>              <C>               <C>                       <C>    
Title of                                Proposed Maximum   Proposed Maximum             Amount of
Securities to            Amount to          Offering      Aggregate Offering          Registration
be Registered          be Registered     Price Per Unit        Price (2)                 Fee (2)

Common Stock
$.10 par value        15,590 shares(1)         (2)             $272,825                  $75.85
============================================================================================================
</TABLE>

(1)      The maximum  number of shares of common stock issuable upon exercise of
         options granted or to be granted under the Fidelity Bancorp,  Inc. 1998
         Stock  Compensation  Plan  consists  of 15,590  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,  stock  dividends  or similar
         transactions are being registered hereunder for which no additional fee
         is required.

(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.  15,590 shares are being registered  hereby, of which
         no shares are  currently  under  option.  The  15,590  shares are being
         registered based upon the closing price of the common stock of Fidelity
         Bancorp,  Inc.  as  reported on the Nasdaq  National  Market  System on
         January 15, 1999, of $17.50 per share for a total offering of $272,825.

         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
         shall be effective upon filing with the Commission.


<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 15,590
shares of Fidelity Bancorp,  Inc. (the "Company" or "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiaries as compensation for services
in accordance with the Fidelity Bancorp,  Inc. 1998 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 REGISTRATION STATEMENT


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

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

         The following  documents filed with the Commission are  incorporated by
reference in this Registration Statement and the Prospectus  constituting Part I
of this Registration Statement:

         (a) The Company's  Registration Statement on Form S-4 (No. 33-55384) as
filed with the Commission on December 3, 1992 and any amendments thereto;

         (b) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1998, as filed with the Commission pursuant to Rule 15d-13;

         (c) all other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the  "Exchange  Act") since the
end of the fiscal  year  covered by audited  consolidated  financial  statements
contained in the Form S-4 referred to in Item 3(a) above; and

         (d) the  description  of the Common  Stock,  contained in the Company's
Registration Statement on Form 8-A as filed with the Commission on April 9, 1997
and all  amendments  thereto or reports  filed for the purpose of updating  such
description.

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

                                      II-1

<PAGE>



Item 4.  Description of Securities.
----------------------------------

         Not applicable.

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 $3.0 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.



                                      II-2

<PAGE>



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:

                  (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) 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 or F-3,  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 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 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.

                  (4) If the registrant is a foreign private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous 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.

                                      II-3

<PAGE>

         (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  Securities  Exchange Act of
1934;  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
Securities Act of 1933 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 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 Securities Act
of 1933 Act and will be governed by the final adjudication of such issue.

                                      II-4

<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,  on
the 22nd day of January, 1999.

                                   FIDELITY BANCORP, INC.


                                   By:  /s/ William L. Windisch               
                                        ----------------------------------------
                                        William L. Windisch
                                        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  William L.  Windisch 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 William L. Windisch 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 William L. Windisch 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 and on January 22, 1999.


/s/ William L. Windisch                      /s/ Richard G. Spencer    
-------------------------------------        -----------------------------------
William L. Windisch                          Richard G. Spencer
President and Chief Executive Officer        Vice President & Treasurer
(Principal Executive Officer)                (Principal Financial and Accounting
                                             Officer)


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


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


/s/ Joanne Ross Wilder              
-------------------------------------              
Joanne Ross Wilder
Director


<PAGE>



                                INDEX TO EXHIBITS


Exhibit       Description                                                   Page
-------       -----------                                                   ----

  4.1     Fidelity Bancorp, Inc.                                              8
          1998 Stock Compensation Plan

  4.2     Form of Stock Option Agreement to be entered into                  17
          with respect to Non-Incentive Stock Options

  5.1     Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the          22
          validity of the Common Stock being registered

  23.1    Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears           --
          in their opinion filed as Exhibit 5.1)

  23.2    Consent of Independent Accountants                                 25

  24      Reference is made to the Signatures section of this                --
          Registration Statement for the Power of Attorney
          contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20340}]
{"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": "333-71145", "film-number": "99512397"}, "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 January 25, 1999
                            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
                                 (412) 367-3300
                    (Address of principal executive offices)

                             Fidelity Bancorp, Inc.
                          1998 Stock Compensation Plan
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                               Ruel B. Pile, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (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          Offering      Aggregate Offering          Registration
be Registered          be Registered     Price Per Unit        Price (2)                 Fee (2)

Common Stock
$.10 par value        15,590 shares(1)         (2)             $272,825                  $75.85
============================================================================================================
(1)      The maximum  number of shares of common stock issuable upon exercise of
         options granted or to be granted under the Fidelity Bancorp,  Inc. 1998
         Stock  Compensation  Plan  consists  of 15,590  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,  stock  dividends  or similar
         transactions are being registered hereunder for which no additional fee
         is required.

(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.  15,590 shares are being registered  hereby, of which
         no shares are  currently  under  option.  The  15,590  shares are being
         registered based upon the closing price of the common stock of Fidelity
         Bancorp,  Inc.  as  reported on the Nasdaq  National  Market  System on
         January 15, 1999, of $17.50 per share for a total offering of $272,825.

         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
         shall be effective upon filing with the Commission.
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 15,590
shares of Fidelity Bancorp,  Inc. (the "Company" or "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiaries as compensation for services
in accordance with the Fidelity Bancorp,  Inc. 1998 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 REGISTRATION STATEMENT

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

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

         The following  documents filed with the Commission are  incorporated by
reference in this Registration Statement and the Prospectus  constituting Part I
of this Registration Statement:

         (a) The Company's  Registration Statement on Form S-4 (No. 33-55384) as
filed with the Commission on December 3, 1992 and any amendments thereto;

         (b) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1998, as filed with the Commission pursuant to Rule 15d-13;

         (c) all other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the  "Exchange  Act") since the
end of the fiscal  year  covered by audited  consolidated  financial  statements
contained in the Form S-4 referred to in Item 3(a) above; and

         (d) the  description  of the Common  Stock,  contained in the Company's
Registration Statement on Form 8-A as filed with the Commission on April 9, 1997
and all  amendments  thereto or reports  filed for the purpose of updating  such
description.

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

                                      II-1
Item 4.  Description of Securities.
----------------------------------

         Not applicable.

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 $3.0 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.

                                      II-2
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:

                  (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) 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 or F-3,  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 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 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.

                  (4) If the registrant is a foreign private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous 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.

                                      II-3
(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  Securities  Exchange Act of
1934;  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
Securities Act of 1933 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 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 Securities Act
of 1933 Act and will be governed by the final adjudication of such issue.

                                      II-4
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,  on
the 22nd day of January, 1999.

                                   FIDELITY BANCORP, INC.

                                   By:  /s/ William L. Windisch               
                                        ----------------------------------------
                                        William L. Windisch
                                        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  William L.  Windisch 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 William L. Windisch 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 William L. Windisch 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 and on January 22, 1999.

/s/ William L. Windisch                      /s/ Richard G. Spencer    
-------------------------------------        -----------------------------------
William L. Windisch                          Richard G. Spencer
President and Chief Executive Officer        Vice President & Treasurer
(Principal Executive Officer)                (Principal Financial and Accounting
                                             Officer)

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

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

/s/ Joanne Ross Wilder              
-------------------------------------              
Joanne Ross Wilder
Director
INDEX TO EXHIBITS

Exhibit       Description                                                   Page
-------       -----------                                                   ----

  4.1     Fidelity Bancorp, Inc.                                              8
          1998 Stock Compensation Plan

  4.2     Form of Stock Option Agreement to be entered into                  17
          with respect to Non-Incentive Stock Options

  5.1     Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the          22
          validity of the Common Stock being registered

  23.1    Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears           --
          in their opinion filed as Exhibit 5.1)

  23.2    Consent of Independent Accountants                                 25

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