As filed with the Securities and Exchange Commission on May 2, 1997.
                                          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. 1993 Employee Stock Compensation Program,
        Fidelity Bancorp, Inc. 1993 Directors' Stock Option Plan and the
        Fidelity Savings Association Employee Stock Compensation Program

                              ---------------------
                            (Full Title of the Plans)

                               Richard Fisch, 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)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
============================================================================================
Title of                                Proposed         Proposed Maximum        Amount of
Securities to      Amount to be      Maximum Offering    Aggregate Offering    Registration
be Registered     Registered(1)(2)   Price Per Share         Price (3)            Fee (3)
-------------     ----------------   ----------------    ------------------    ------------
Common Stock
$0.01 par value
<S>                <C>                     <C>             <C>                    <C>    
per share          147,538 shares          (3)             $1,899,004.60          $575.40

============================================================================================
</TABLE>

(1)   The maximum  number of shares of common stock  issuable  upon awards to be
      granted under the Fidelity Bancorp,  Inc. 1993 Employee Stock Compensation
      Program, the Fidelity Bancorp,  Inc. 1993 Directors' Stock Option Plan and
      the Fidelity  Savings  Association  Employee  Stock  Compensation  Program
      (collectively,  the  "Plans)"  consists of 147,538  shares which are being
      registered under this Registration  Statement and for which a registration
      fee is being paid.
(2)   Plus an indeterminate number of additional shares which may be offered and
      issued to prevent  dilution  resulting  from stock  splits,  dividends  or
      similar transactions.
(3)   Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
      inter  alia,  based  upon the  price at which  the  stock  options  may be
      exercised.  An aggregate of 147,538 shares are being registered hereby, of
      which 132,413 shares are under option at a weighted average exercise price
      of $11.80 per share  ($1,562,473.40  in the  aggregate).  The remainder of
      such shares,  which are not presently  subject to options (15,125 shares),
      are being registered based upon the last reported sale price of the common
      stock of Fidelity Bancorp,  Inc. as reported on the Nasdaq National Market
      on April 25, 1997, of $22.25 per share  ($336,531.25 in the aggregate) for
      a total offering of $1,899,004.60.

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


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

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

      *This Registration Statement relates to the registration of 147,538 shares
of Fidelity Bancorp, Inc. (the "Company" or "Registrant") common stock, $.01 par
value per share  (the  "Common  Stock")  issuable  to  employees,  officers  and
directors of the Registrant or its  subsidiaries as compensation for services in
accordance  with the Fidelity  Bancorp,  Inc. 1993 Employee  Stock  Compensation
Program,  the Fidelity  Bancorp,  Inc. 1993 Directors' Stock Option Plan and the
Fidelity Savings Association Employee Stock Compensation  Program  (collectively
the "Plans").  Documents  containing the information  required by Part I of this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      The  Company  became  subject  to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  August  19,  1993 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C.
20549.

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

      (a) The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1996, as amended, as filed with the Commission;

      (b) The Company's  Quarterly  Reports on Form 10-QSB for the periods ended
December 31, 1996, as filed with the Commission;

      (c) The Fidelity Savings Association  Employee Stock Compensation  Program
filed  as an  exhibit  included  in  the  Registration  Statement  on  Form  S-4
(registration no. 33-55384) filed with the Commission on December 3, 1992;

      (d) all other  reports to be filed  pursuant to Section  13(a) or 15(d) of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"); and

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.


<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 and in a manner that such person reasonably  believes
to be in, or not opposed to, the best interests of the Company.

      Provisions regarding indemnification of directors,  officers, employees or
agents of the Company are  contained in Article 9 of the  Company's  Articles of
Incorporation.

      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

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;



<PAGE>



            (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, 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.

      (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


<PAGE>



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



<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 Pittsburgh, Pennsylvania, as of April 30, 1997.

                                    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 indicated as of April 30, 1997.



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



<PAGE>







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



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



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





<PAGE>



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>


                                                                              Sequential
Exhibit                          Description                                 Page Number
-------                          -----------                                 ------------

<S>                                                                               <C>
   4.1     Fidelity Bancorp, Inc. 1993 Employee Stock Compensation Plan           __

   4.2     Fidelity Bancorp, Inc. 1993 Directors Stock Option Plan                __

   4.3     Form of Stock Option Agreement Form                                    __
    
   4.4     Form of Stock Award Tax Notice                                         __
       
   5.1     Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the
           validity of the Common Stock being registered                          __

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

  23.2     Consent of Independent Accountants                                     __

   24      Reference is made to the Signatures section of this 
           Registration Statement for the Power of Attorney 
           contained therein                                                      __
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19976}]
{"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": "333-26383", "film-number": "97594206"}, "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 May 2, 1997.
                                          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. 1993 Employee Stock Compensation Program,
        Fidelity Bancorp, Inc. 1993 Directors' Stock Option Plan and the
        Fidelity Savings Association Employee Stock Compensation Program

                              ---------------------
                            (Full Title of the Plans)

                               Richard Fisch, 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         Proposed Maximum        Amount of
Securities to      Amount to be      Maximum Offering    Aggregate Offering    Registration
be Registered     Registered(1)(2)   Price Per Share         Price (3)            Fee (3)
-------------     ----------------   ----------------    ------------------    ------------
Common Stock
$0.01 par value
per share          147,538 shares          (3)             $1,899,004.60          $575.40

============================================================================================
(1)   The maximum  number of shares of common stock  issuable  upon awards to be
      granted under the Fidelity Bancorp,  Inc. 1993 Employee Stock Compensation
      Program, the Fidelity Bancorp,  Inc. 1993 Directors' Stock Option Plan and
      the Fidelity  Savings  Association  Employee  Stock  Compensation  Program
      (collectively,  the  "Plans)"  consists of 147,538  shares which are being
      registered under this Registration  Statement and for which a registration
      fee is being paid.
(2)   Plus an indeterminate number of additional shares which may be offered and
      issued to prevent  dilution  resulting  from stock  splits,  dividends  or
      similar transactions.
(3)   Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
      inter  alia,  based  upon the  price at which  the  stock  options  may be
      exercised.  An aggregate of 147,538 shares are being registered hereby, of
      which 132,413 shares are under option at a weighted average exercise price
      of $11.80 per share  ($1,562,473.40  in the  aggregate).  The remainder of
      such shares,  which are not presently  subject to options (15,125 shares),
      are being registered based upon the last reported sale price of the common
      stock of Fidelity Bancorp,  Inc. as reported on the Nasdaq National Market
      on April 25, 1997, of $22.25 per share  ($336,531.25 in the aggregate) for
      a total offering of $1,899,004.60.

      This Registration Statement shall become effective  automatically upon the
date of filing,  in accordance  with Section 8(a) of the  Securities Act of 1933
("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

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

      *This Registration Statement relates to the registration of 147,538 shares
of Fidelity Bancorp, Inc. (the "Company" or "Registrant") common stock, $.01 par
value per share  (the  "Common  Stock")  issuable  to  employees,  officers  and
directors of the Registrant or its  subsidiaries as compensation for services in
accordance  with the Fidelity  Bancorp,  Inc. 1993 Employee  Stock  Compensation
Program,  the Fidelity  Bancorp,  Inc. 1993 Directors' Stock Option Plan and the
Fidelity Savings Association Employee Stock Compensation  Program  (collectively
the "Plans").  Documents  containing the information  required by Part I of this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      The  Company  became  subject  to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  August  19,  1993 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C.
20549.

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

      (a) The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1996, as amended, as filed with the Commission;

      (b) The Company's  Quarterly  Reports on Form 10-QSB for the periods ended
December 31, 1996, as filed with the Commission;

      (c) The Fidelity Savings Association  Employee Stock Compensation  Program
filed  as an  exhibit  included  in  the  Registration  Statement  on  Form  S-4
(registration no. 33-55384) filed with the Commission on December 3, 1992;

      (d) all other  reports to be filed  pursuant to Section  13(a) or 15(d) of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"); and

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.
Item 4.  Description of Securities.
------

      Not Applicable

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 and in a manner that such person reasonably  believes
to be in, or not opposed to, the best interests of the Company.

      Provisions regarding indemnification of directors,  officers, employees or
agents of the Company are  contained in Article 9 of the  Company's  Articles of
Incorporation.

      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

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, 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.

      (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 1933 Act and will be governed by the final adjudication of such
issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Pittsburgh, Pennsylvania, as of April 30, 1997.

                                    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 indicated as of April 30, 1997.

/s/ William L. Windisch                   /s/ Richard G. Spencer
-------------------------------------     ----------------------------------
William L. Windisch                       Richard G. Spencer
President and Chief Executive Officer     Vice President and 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. Nettrour
------------------------------                -----------------------------
Oliver D. Keefer                              Charles E. Nettrour
Director                                      Director

                                              /s/ Joanne Ross Wilder
                                              -----------------------------
                                              Joanne Ross Wilder
                                              Director
INDEX TO EXHIBITS
Sequential
Exhibit                          Description                                 Page Number
-------                          -----------                                 ------------
4.1     Fidelity Bancorp, Inc. 1993 Employee Stock Compensation Plan           __

   4.2     Fidelity Bancorp, Inc. 1993 Directors Stock Option Plan                __

   4.3     Form of Stock Option Agreement Form                                    __
    
   4.4     Form of Stock Award Tax Notice                                         __
       
   5.1     Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the
           validity of the Common Stock being registered                          __

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

  23.2     Consent of Independent Accountants                                     __

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