Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
____________________________________________________________
___________
(Name of Issuer) Fidelity Bancorp, Inc.
____________________________________________________________
___________
(Title of Class of Securities) Common Stock
____________________________________________________________
___________
(CUSIP Number) 31583B105
____________________________________________________________
___________
(Date of Event Which Requires Filing of this Statement)
Annual Filing
Check the appropriate box to designate the rule pursuant
to which
this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out
for a
reporting person's initial filing on this form with respect
to the
subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures
provided in a prior cover page.
The information required in the remainder of this cover
page shall
not be deemed to be ``filed'' for the purpose of Section 18
of the
Securities Exchange Act of 1934 (``Act'') or otherwise
subject to the
liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 31583B105
(1) Names of reporting persons..Bankmont Financial
Corp..............
I.R.S. Identification Nos. of above persons (entities
only)........
51-0275712
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(2) Check the appropriate box if a member of a group
(a)
(b) x
(3) SEC use
only.....................................................
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(4) Citizenship or place of
organization.............................
A Delaware Corporation
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Number of shares beneficially owned by each reporting person
with:
(5) Sole voting
power.......0......................................
(6) Shared voting
power........0.................................
(7) Sole dispositive
power.....0...................................
(8) Shared dispositive
power......0...............................
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(9) Aggregate amount beneficially owned by each reporting
person..0..
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(10) Check if the aggregate amount in Row (9) excludes
certain shares
(see
instructions)...............................................
...
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(11) Percent of class represented by amount in Row
(9)..0%..........
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(12) Type of reporting person (see
instructions)...HC................
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Page--of--Pages---------------------------------------------
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Item 1(a) Name of issuer: Fidelity Bancorp, Inc.
Item 1(b) Address of issuer's principal executive offices:
5455 W. Belmont Avenue
Chicago, IL 60641-4128
2(a) Name of person filing: Bankmont Financial Corp
____________________________________________________________
___________
2(b) Address or principal business office or, if none,
residence:
111 W. Monroe Street
P. O. Box 755
Chicago, IL 60690
____________________________________________________________
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2(c) Citizenship: A Delaware Corporation
____________________________________________________________
___________
2(d) Title of class of securities: Common Stock
____________________________________________________________
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2(e) CUSIP No.: 31583B105
____________________________________________________________
___________
Item 3. If this statement is filed pursuant to Secs.
240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15
U.S.C. 78o).
(b) [x] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Sec.
240.13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance
with Sec. 240.13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in
accordance
with Sec. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section
3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an
investment company under section 3(c)(14) of the Investment
Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Sec. 240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership
1.
(a) Amount beneficially owned: 0 .
(b) Percent of class: 0 .
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
.
(ii) Shared power to vote or to direct the vote 0
.
(iii) Sole power to dispose or to direct the disposition
of
0 .
(iv) Shared power to dispose or to direct the
disposition of
0 .
Item 5. Ownership of 5 Percent or Less of a Class. If this
statement
is being filed to report the fact that as of the date hereof
the
reporting person has ceased to be the beneficial owner of
more than 5
percent of the class of securities, check the following [x].
See Exhibit 2
Item 6. Ownership of More than 5 Percent on Behalf of
Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary
Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person.
Bankmont Financial Corp., a Parent Holding Company,
Filing on behalf of the following subsidiaries:
Harris Bankmont, Inc., a Parent Holding Company
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
Harris Bank Palatine, N.A., a bank
50 North Brockway Street
Palatine, IL 60678
And filing on behalf of its parent:
Bank of Montreal
1 First Canadian Place
Toronto, Ontario Canada
MX5 1H3
Item 8. Identification and Classification of Members of the
Group
See Exhibit 2
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and
belief, the securities referred to above were acquired and
are held in
the ordinary course of business and were not acquired and
are not held
for the purpose of or with the effect of changing or
influencing the
control of the issuer of the securities and were not
acquired and are
not held in connection with or as a participant in any
transaction
having that purpose or effect.
Signature. After reasonable inquiry and to the best of my
knowledge
and belief, I certify that the information set forth in this
statement
is true, complete and correct.
Dated: February 12, 1999.
BANKMONT FINANCIAL CORP.
BY: (Alan G. McNally)
Alan G. McNally
President
Schedule 13G
Exhibit 1
Harris Bank Palatine, N.A., is a wholly-owned subsidiary of
Harris Bankmont, Inc., which is a wholly-owned subsidiary of
Bankmont Financial Corp., which is a wholly-owned subsidiary
of Bank of Montreal. Pursuant to Rule 13d-1(k)(1)(iii), Bank
of Montreal, Harris Bankmont, Inc. and Harris Bank Palatine,
N.A. agree to this filing of Schedule 13G by Bankmont
Financial Corp. This exhibit is submitted as proof of
their agreement and authorization for Bankmont Financial
Corp. to file on their behalf.
Dated: February 12, 1999
BANK OF MONTREAL
BY: (Velma J. Jones)
Velma J. Jones
Secretary
HARRIS BANKMONT, INC.
BY: (Thomas R. Sizer)
Thomas R. Sizer
Secretary
HARRIS BANK PALATINE, N.A.
BY: (Richard J. Fink, Jr.)
Richard J. Fink, Jr.
Senior Vice President
Schedule 13G
Exhibit 2
This Schedule is being filed by Bankmont Financial
Corporation, its parent company, Bank of Montreal, Bankmont
Financial Corporation's wholly-owned subsidiary Harris
Bankmont, Inc., Harris Bankmont, Inc.'s wholly-owned
subsidiary Harris Bank Palatine, N.A. which no longer hold
more than five percent beneficial ownership of the common
shares of Fidelity Bancorp Inc.
Bank of Montreal, Bankmont Financial Corp., Harris Bankmont,
Inc. and Harris Bank Palatine, N.A. expressly disclaim the
existence of a group for purposes other than this filing.
