EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
[Parente Randolph Letterhead]
We hereby consent to the inclusion in this Registration Statement on Form
S-1 of Fidelity D & D Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission, of our report dated January 31, 2000, on The Fidelity Deposit &
Discount Bank's financial statements as of December 31, 1999 and 1998, and for
each of the years in the three-year period ending December 31, 1999.
We also consent to the reference to our firm under the caption "Experts" in
the related Prospectus.
/s/ PARENTE RANDOLPH, P.C.
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PARENTE RANDOLPH, P.C.
Wilkes-Barre, Pennsylvania
Date: September 8, 2000
