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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., Registration No. 333-45668, filed with
Amendment No. 1 to 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: October 10, 2000
