FIFTH THIRD BANCORP — Director's Dealing 2004

Jul 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2004-07-19

Reporting Person: BAKER MICHAEL D (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-19	Common Stock	M	25961	$10.321	Acquired	255223	Direct
2004-07-19	Common Stock	F	5304	$50.52	Disposed	249919	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-19	Option to Purchase	$10.321	M	25961	Disposed	2004-07-19	Common Stock (25961)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	54825	Indirect
Common Stock	862.9354	Indirect

Footnotes

F1: Pursuant to the Fifth Third Bancorp Stock Option Gain Deferral Plan, Mr. Baker elected to defer receipt of 20,657 shares of common stock issuable upon exercise of his option. As a result, 20,657 shares of phantom stock have accrued to his Deferred Stock Unit Account under the Plan. Because these phantom stock units may only be settled by a one-for-one delivery of shares of common stock upon expiration of the deferral period, Mr. Baker is currently deemed to be the direct beneficial owner of these shares which are included in his aggregate beneficial ownership on Table I.

F2: 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.

F3: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F4: Includes total number of unexercised option grants previously reported.