Registration No. 333-______

      As filed with the Securities and Exchange Commission on June 28, 2002


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                            Fidelity Bankshares, Inc.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                         65-0717085
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)
                                205 Datura Street
                         West Palm Beach, Florida 33401
                    (Address of Principal Executive Offices)



                            Fidelity Bankshares, Inc.
                        2002 Incentive Stock Benefit Plan
                            (Full Title of the Plan)


                                   Copies to:


        Vince A. Elhilow                              Alan Schick, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
     Fidelity Bankshares, Inc.              5335 Wisconsin Ave., N.W., Suite 400
        205 Datura Street                           Washington, D.C.  20015
 West Palm Beach, Florida 33401                         (202) 274-2000
        (561) 659-9900
(Name, Address and Telephone
 Number of Agent for Service)



     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box.  [x]


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
 Title of Securities        Amount to be          Proposed Maximum       Proposed Maximum          Amount of
   to be Registered        Registered (1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                       Share                  Price
--------------------------------------------------------------------------------------------------------------------
    Stock Options          869,594 options               --                     --                   --(2)
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>                  <C>                      <C>
  Common Stock, par
      value $.10          829,950 shares (3)         $20.26 (4)           $16,814,787.00              $1,547
      per share
--------------------------------------------------------------------------------------------------------------------
  Common Stock, par
      value $.10          39,644 shares (5)          $ 19.90(7)             $788,915.60               $73
      per share
--------------------------------------------------------------------------------------------------------------------
  Common Stock, par
      value $.10          347,838 shares (6)          $19.90(7)            $6,921,976.20              $637
      per share
--------------------------------------------------------------------------------------------------------------------
        Total             1,217,432 shares                                $24,525,678.80             $2,256
====================================================================================================================
</TABLE>


-------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the  Fidelity  Bankshares,  Inc.  2002  Incentive  Stock  Benefit Plan (the
     "Incentive  Stock  Benefit  Plan") as the  result of a stock  split,  stock
     dividend or similar  adjustment of the outstanding Common Stock of Fidelity
     Bankshares, Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2)  No separate fee is paid for the  registration  of stock  options since they
     are being registered  concurrently  with the common stock to be issued upon
     the exercise of options.
(3)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Incentive Stock Benefit Plan.
(4)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.Section 230.457(h)(1).
(5)  Represents the number of shares currently reserved for issuance pursuant to
     options available for grant pursuant to the Incentive Stock Benefit Plan.
(6)  Represents  the  maximum  number of shares  which can be  granted  as stock
     awards pursuant to the Incentive Stock Benefit Plan.
(7)  Determined  by  reference  to the fair market  value of the common stock on
     June 26, 2002, pursuant to 17 C.F.R.Section 230.457(c).


     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with  Section  8(a)  of the  Securities  Act of 1933  and 17  C.F.R.
Section 230.462.




<PAGE>


PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to participants  in the Fidelity  Bankshares,
Inc. 2002 Incentive Stock Benefit Plan (the  "Incentive  Stock Benefit Plan") as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following  documents  previously  or  concurrently  filed by  Fidelity
Bankshares,  Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2001 (Commission File No. 0-29040), filed pursuant to Rule 13a-1 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");

     b) all other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to above;

     c) The  description  of the common  stock of the Company  contained  in the
Registration  Statement on Form S-1 (Commission File No.  333-53216)  originally
filed by the Company  under the  Securities  Act of 1933 with the  Commission on
January 5, 2001, and all amendments or reports filed for the purpose of updating
such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  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 and the prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is  incorporated).  Requests should be directed to Vince
A. Elhilow,  President and Chief Executive Officer,  Fidelity Bankshares,  Inc.,
205 Datura  Street,  West Palm Beach,  Florida  33401,  telephone  number  (561)
659-9900.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.   Indemnification of Directors and Officers

     Indemnification of Directors and Officers of Fidelity Bankshares, Inc.

     Article TENTH of the Certificate of Incorporation  of Fidelity  Bankshares,
Inc.  (the  "Corporation")  sets  forth  circumstances  under  which  directors,
officers,  employees and agents of the Corporation may be insured or indemnified
against liability which they incur in their capacities as such:

         TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

 Item 8.  List of Exhibits.

Regulation S-K    Reference to Prior Filing or
Exhibit Number    Document                          Exhibit No. Attached Hereto

5      Opinion of Luse Gorman Pomerenk & Schick, P.C.      Attached as Exhibit 5

10.1   Fidelity Bankshares, Inc. 2002 Incentive Stock Benefit Plan.          **

23.1   Consent of Luse Gorman Pomerenk  & Schick, P. C.   Contained in Exhibit 5

23.2   Consent of Deloitte & Touche LLP                 Attached as Exhibit 23.2

24     Power of Attorney                             Contained on Signature Page

**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's  May 21, 2002 annual meeting of  stockholders,  filed with the
     Commission on April 19, 2002, which is incorporated herein by reference.

Item 9.  Undertakings

         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 to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
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
Incentive Stock Benefit Plan; and

     4. 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  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference  in  this  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.

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


<PAGE>


                                  EXHIBIT INDEX


Exhibit Number             Description

5                          Opinion of Luse Gorman Pomerenk & Schick, A
                           Professional Corporation as to the legality of the
                           Common Stock registered hereby.

23.1                       Consent of Luse Gorman Pomerenk & Schick, A
                           Professional Corporation (contained in the opinion
                           included as Exhibit 5).

23.2                       Consent of Deloitte & Touche LLP.






<PAGE>


                                   SIGNATURES

     The Registrant. 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 West Palm Beach, State of Florida, on this 27th
day of June, 2002.

                                                     FIDELITY BANKSHARES, INC.




Date: June 27, 2002                     By: /s/ Vince A. Elhilow
                                            ----------------------
                                            Vince A. Elhilow, President and
                                            Chief Executive Officer
                                            (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Fidelity  Bankshares,  Inc.
(the "Company") hereby severally constitute and appoint Vince A. Elhilow, as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Vince A.  Elhilow may deem  necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically,  but not limited  to,  power and  authority  to sign for 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
approve,  ratify and confirm all that said Vince A. Elhilow shall do or cause to
be done by virtue thereof.

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

Signatures                           Title                               Date



/s/ Vince A. Elhilow             President, Chief               June 27, 2002
--------------------             Executive Officer
Vince A. Elhilow                 and Director
                                (Principal Executive Officer)

/s/ Richard D. Aldred            Executive Vice President,       June 27, 2002
---------------------            Chief Financial Officer
Richard D. Aldred                and Treasurer
                                 (Principal Financial and Accounting Officer)

/s/ Keith D. Beaty               Director                        June 27, 2002
------------------
Keith D. Beaty



/s/ Paul C. Bremer               Director                        June 27, 2002
------------------
Paul C. Bremer




/s/ F. Ted Brown, Jr.             Director                       June 27, 2002
--------------------
F. Ted Brown, Jr.




/s/ Donald E. Warren              Director                       June 27, 2002
--------------------
Donald E. Warren




/s/ Karl H. Watson                Director                       June 27, 2002
------------------
Karl H. Watson






<PAGE>





                                    EXHIBIT 5

<PAGE>









June 27, 2002

Board of Directors
Fidelity Bankshares, Inc.
205 Datura Street
West Palm Beach, Florida 33401

         Re:      Fidelity Bankshares, Inc. 2002 Incentive Stock Benefit Plan
                  Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the issuance of Fidelity Bankshares, Inc. (the "Company") common
stock, par value $.10 per share (the "Common  Stock"),  pursuant to the Fidelity
Bankshares,  Inc.  2002  Incentive  Stock  Benefit  Plan (the  "Plan").  We have
reviewed the Company's (the "Company")  Certificate of Incorporation,  the Plan,
the  Registration  Statement on Form S-8 (the "Form S-8"), as well as applicable
statutes  and  regulations  governing  the Company and the offer and sale of the
Common Stock.

         Based on the foregoing, we are of the following opinion:

     Upon the  effectiveness  of the Form S-8, the Common Stock,  when issued in
connection with the grant of restricted stock awards and the exercise of options
granted  pursuant  to  the  Plan,  will  be  legally  issued,   fully  paid  and
non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                            Very truly yours,



                                            /s/ LUSE GORMAN POMERENK & SCHICK
                                            A Professional Corporation


<PAGE>


                                  Exhibit 23.2

                        CONSENT OF DELOITTE & TOUCHE LLP





<PAGE>





                                                                 Exhibit 23.2






                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of Fidelity Bankshares,  Inc. on Form S-8 of our report dated February 15, 2002,
appearing in the Annual Report on Form 10-K of Fidelity Bankshares, Inc. for the
year ended December 31, 2001.



/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
West Palm Beach, Florida
June 27, 2002
[{"type": "S-8", "sequence": "1", "filename": "forms8june2002.txt", "description": "FORM S-8", "secsgml_size_bytes": 26595}]
{"company-data": {"conformed-name": "FIDELITY BANKSHARES INC", "cik": "0001028336", "assigned-sic": "6035", "irs-number": "650717085", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91456", "film-number": "02691243"}, "business-address": {"street1": "218 DATURA ST", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401-5679", "phone": "5616596600"}, "mail-address": {"street1": "218 DATURA STREET", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401"}}
Registration No. 333-______

      As filed with the Securities and Exchange Commission on June 28, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Fidelity Bankshares, Inc.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                         65-0717085
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)
                                205 Datura Street
                         West Palm Beach, Florida 33401
                    (Address of Principal Executive Offices)

                            Fidelity Bankshares, Inc.
                        2002 Incentive Stock Benefit Plan
                            (Full Title of the Plan)

                                   Copies to:

        Vince A. Elhilow                              Alan Schick, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
     Fidelity Bankshares, Inc.              5335 Wisconsin Ave., N.W., Suite 400
        205 Datura Street                           Washington, D.C.  20015
 West Palm Beach, Florida 33401                         (202) 274-2000
        (561) 659-9900
(Name, Address and Telephone
 Number of Agent for Service)

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box.  [x]
CALCULATION OF REGISTRATION FEE

====================================================================================================================
 Title of Securities        Amount to be          Proposed Maximum       Proposed Maximum          Amount of
   to be Registered        Registered (1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                       Share                  Price
--------------------------------------------------------------------------------------------------------------------
    Stock Options          869,594 options               --                     --                   --(2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par
      value $.10          829,950 shares (3)         $20.26 (4)           $16,814,787.00              $1,547
      per share
--------------------------------------------------------------------------------------------------------------------
  Common Stock, par
      value $.10          39,644 shares (5)          $ 19.90(7)             $788,915.60               $73
      per share
--------------------------------------------------------------------------------------------------------------------
  Common Stock, par
      value $.10          347,838 shares (6)          $19.90(7)            $6,921,976.20              $637
      per share
--------------------------------------------------------------------------------------------------------------------
        Total             1,217,432 shares                                $24,525,678.80             $2,256
====================================================================================================================
-------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the  Fidelity  Bankshares,  Inc.  2002  Incentive  Stock  Benefit Plan (the
     "Incentive  Stock  Benefit  Plan") as the  result of a stock  split,  stock
     dividend or similar  adjustment of the outstanding Common Stock of Fidelity
     Bankshares, Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2)  No separate fee is paid for the  registration  of stock  options since they
     are being registered  concurrently  with the common stock to be issued upon
     the exercise of options.
(3)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Incentive Stock Benefit Plan.
(4)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.Section 230.457(h)(1).
(5)  Represents the number of shares currently reserved for issuance pursuant to
     options available for grant pursuant to the Incentive Stock Benefit Plan.
(6)  Represents  the  maximum  number of shares  which can be  granted  as stock
     awards pursuant to the Incentive Stock Benefit Plan.
(7)  Determined  by  reference  to the fair market  value of the common stock on
     June 26, 2002, pursuant to 17 C.F.R.Section 230.457(c).

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with  Section  8(a)  of the  Securities  Act of 1933  and 17  C.F.R.
Section 230.462.
PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to participants  in the Fidelity  Bankshares,
Inc. 2002 Incentive Stock Benefit Plan (the  "Incentive  Stock Benefit Plan") as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following  documents  previously  or  concurrently  filed by  Fidelity
Bankshares,  Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2001 (Commission File No. 0-29040), filed pursuant to Rule 13a-1 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");

     b) all other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to above;

     c) The  description  of the common  stock of the Company  contained  in the
Registration  Statement on Form S-1 (Commission File No.  333-53216)  originally
filed by the Company  under the  Securities  Act of 1933 with the  Commission on
January 5, 2001, and all amendments or reports filed for the purpose of updating
such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  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 and the prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is  incorporated).  Requests should be directed to Vince
A. Elhilow,  President and Chief Executive Officer,  Fidelity Bankshares,  Inc.,
205 Datura  Street,  West Palm Beach,  Florida  33401,  telephone  number  (561)
659-9900.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.   Indemnification of Directors and Officers

     Indemnification of Directors and Officers of Fidelity Bankshares, Inc.

     Article TENTH of the Certificate of Incorporation  of Fidelity  Bankshares,
Inc.  (the  "Corporation")  sets  forth  circumstances  under  which  directors,
officers,  employees and agents of the Corporation may be insured or indemnified
against liability which they incur in their capacities as such:

         TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

 Item 8.  List of Exhibits.

Regulation S-K    Reference to Prior Filing or
Exhibit Number    Document                          Exhibit No. Attached Hereto

5      Opinion of Luse Gorman Pomerenk & Schick, P.C.      Attached as Exhibit 5

10.1   Fidelity Bankshares, Inc. 2002 Incentive Stock Benefit Plan.          **

23.1   Consent of Luse Gorman Pomerenk  & Schick, P. C.   Contained in Exhibit 5

23.2   Consent of Deloitte & Touche LLP                 Attached as Exhibit 23.2

24     Power of Attorney                             Contained on Signature Page

**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's  May 21, 2002 annual meeting of  stockholders,  filed with the
     Commission on April 19, 2002, which is incorporated herein by reference.

Item 9.  Undertakings

         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 to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
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
Incentive Stock Benefit Plan; and

     4. 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  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference  in  this  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.

     5. 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 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 as expressed in the Act and will be governed by the final adjudication of
such issue.
EXHIBIT INDEX

Exhibit Number             Description

5                          Opinion of Luse Gorman Pomerenk & Schick, A
                           Professional Corporation as to the legality of the
                           Common Stock registered hereby.

23.1                       Consent of Luse Gorman Pomerenk & Schick, A
                           Professional Corporation (contained in the opinion
                           included as Exhibit 5).

23.2                       Consent of Deloitte & Touche LLP.
SIGNATURES

     The Registrant. 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 West Palm Beach, State of Florida, on this 27th
day of June, 2002.

                                                     FIDELITY BANKSHARES, INC.

Date: June 27, 2002                     By: /s/ Vince A. Elhilow
                                            ----------------------
                                            Vince A. Elhilow, President and
                                            Chief Executive Officer
                                            (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Fidelity  Bankshares,  Inc.
(the "Company") hereby severally constitute and appoint Vince A. Elhilow, as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Vince A.  Elhilow may deem  necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically,  but not limited  to,  power and  authority  to sign for 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
approve,  ratify and confirm all that said Vince A. Elhilow shall do or cause to
be done by virtue thereof.

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

Signatures                           Title                               Date

/s/ Vince A. Elhilow             President, Chief               June 27, 2002
--------------------             Executive Officer
Vince A. Elhilow                 and Director
                                (Principal Executive Officer)

/s/ Richard D. Aldred            Executive Vice President,       June 27, 2002
---------------------            Chief Financial Officer
Richard D. Aldred                and Treasurer
                                 (Principal Financial and Accounting Officer)

/s/ Keith D. Beaty               Director                        June 27, 2002
------------------
Keith D. Beaty

/s/ Paul C. Bremer               Director                        June 27, 2002
------------------
Paul C. Bremer

/s/ F. Ted Brown, Jr.             Director                       June 27, 2002
--------------------
F. Ted Brown, Jr.

/s/ Donald E. Warren              Director                       June 27, 2002
--------------------
Donald E. Warren

/s/ Karl H. Watson                Director                       June 27, 2002
------------------
Karl H. Watson
EXHIBIT 5
June 27, 2002

Board of Directors
Fidelity Bankshares, Inc.
205 Datura Street
West Palm Beach, Florida 33401

         Re:      Fidelity Bankshares, Inc. 2002 Incentive Stock Benefit Plan
                  Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the issuance of Fidelity Bankshares, Inc. (the "Company") common
stock, par value $.10 per share (the "Common  Stock"),  pursuant to the Fidelity
Bankshares,  Inc.  2002  Incentive  Stock  Benefit  Plan (the  "Plan").  We have
reviewed the Company's (the "Company")  Certificate of Incorporation,  the Plan,
the  Registration  Statement on Form S-8 (the "Form S-8"), as well as applicable
statutes  and  regulations  governing  the Company and the offer and sale of the
Common Stock.

         Based on the foregoing, we are of the following opinion:

     Upon the  effectiveness  of the Form S-8, the Common Stock,  when issued in
connection with the grant of restricted stock awards and the exercise of options
granted  pursuant  to  the  Plan,  will  be  legally  issued,   fully  paid  and
non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                            Very truly yours,

                                            /s/ LUSE GORMAN POMERENK & SCHICK
                                            A Professional Corporation
Exhibit 23.2

                        CONSENT OF DELOITTE & TOUCHE LLP
Exhibit 23.2

                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of Fidelity Bankshares,  Inc. on Form S-8 of our report dated February 15, 2002,
appearing in the Annual Report on Form 10-K of Fidelity Bankshares, Inc. for the
year ended December 31, 2001.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
West Palm Beach, Florida
June 27, 2002