FIFTH THIRD BANCORP — Director's Dealing 2003

Dec 24, 2003

SEC Form 4/A — Form 4/A

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2003-12-16

Reporting Person: SCHAEFER GEORGE A JR (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-16	Common Stock	A	15000	—	Acquired	711625	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47458	Indirect
Common Stock	125000	Indirect
Common Stock	125000	Indirect

Footnotes

F1: Restricted stock granted pursuant to the Fifth Third Bancorp 1998 Long Term Incentive Stock Plan subject to vesting on December 31, 2006 provided Fifth Third Bancorp maintains satisfactory regulatory ratings.

F2: Granted pursuant to the Fifth Third Bancorp 1998 Long Term Incentive Stock Plan. No consideration paid.

F3: Grantor Retained Annuity Trusts in which the reporting person is a beneficiary.

F4: Grantor Retained Annuity Trusts in which the reporting person's spouse is a beneficiary