FIFTH THIRD BANCORP — Director's Dealing 2003

Aug 8, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2003-07-24

Reporting Person: HUDEPOHL JAMES J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-24	Common Stock	M	12168	$10.5679	Acquired	74205	Direct
2003-07-24	Common Stock	S	12168	$55.859	Disposed	62037	Direct
2003-07-24	Common Stock	M	15782	$10.321	Acquired	77819	Direct
2003-07-24	Common Stock	S	15782	$55.859	Disposed	62037	Direct
2003-07-24	Common Stock	M	23444	$11.0617	Acquired	85481	Direct
2003-07-24	Common Stock	S	23444	$55.859	Disposed	62037	Direct
2003-07-24	Common Stock	M	9531	$10.321	Acquired	71568	Direct
2003-07-24	Common Stock	M	11996	$11.0617	Acquired	83564	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-24	Option to Purchase	$10.5679	M	12168	Disposed	2003-08-17	Common Stock (12168)	Direct
2003-07-24	Option to Purchase	$10.321	M	15782	Disposed	2004-07-19	Common Stock (15782)	Direct
2003-07-24	Option to Purchase	$11.0617	M	23444	Disposed	2005-06-20	Common Stock (23444)	Direct
2003-07-24	Option to Purchase	$10.321	M	9531	Disposed	2004-07-19	Common Stock (9531)	Direct
2003-07-24	Option to Purchase	$11.0617	M	11996	Disposed	2005-06-20	Common Stock (11996)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40000	Indirect
Common Stock	40000	Indirect
Common Stock	10302	Indirect

Footnotes

F1: Grantor Retained Annuity Trust of which the reporting person is a beneficiary.

F2: Grantor Retained Annuity Trust of which the reporting person's spouse is a beneficiary.

F3: Indicates grant date. Options are exercisable as follows: 25% on grant date; 50% one year from grant; 75% two years from grant; and 100% three years from grant

F4: Issued pursuant to Fifth Third Bancorp 1998 Long-Term Incentive Stock Plan. No consideration paid.

F5: Includes total number of unexercised option grants previously reported.