FIFTH THIRD BANCORP — Director's Dealing 2004

Jun 29, 2004

SEC Form 4/A — Form 4/A

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2004-06-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-14	Common Stock	M	192815	$10.321	Acquired	930493.3867	Direct
2004-06-14	Common Stock	F	36555	$54.44	Disposed	893938.3867	Direct
2004-06-14	Common Stock	F	3169	$54.44	Disposed	890769.3867	Direct
2004-06-14	Common Stock	M	9687	$10.321	Acquired	900456.3867	Direct
2004-06-14	Common Stock	F	1836	$54.44	Disposed	898620.3867	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-14	Option to Purchase	$10.321	M	192815	Disposed	2004-07-19	Common Stock (192815)	Direct
2004-06-14	Option to Purchase	$10.321	M	9687	Disposed	2004-07-19	Common Stock (9687)	Direct

Footnotes

F1: Pursuant to the Fifth Third Bancorp Stock Option Gain Deferral Plan, Mr. Schaefer elected to defer receipt of 153,091 shares of common stock issuable upon exercise of his option. As a result, 153,091 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. Schaefer is currently deemed to be the direct beneficial owner of these shares which are included in his aggregate beneficial ownership on Table I.

F2: Total corrected from original filing. Includes shares purchased pursuant to dividend reinvestment.

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 stock option plan. No consideration paid.

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

F6: Total corrected from original filing.