FIFTH THIRD BANCORP — Director's Dealing 2004

Jun 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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	928018	Direct
2004-06-14	Common Stock	F	36555	$54.44	Disposed	891463	Direct
2004-06-14	Common Stock	F	3169	$54.44	Disposed	888294	Direct
2004-06-14	Common Stock	M	9687	$10.321	Acquired	897981	Direct
2004-06-14	Common Stock	F	1836	$54.44	Disposed	896145	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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	71036	Indirect
Common Stock	101422	Indirect
Common Stock	101422	Indirect
Common Stock	1186.6093	Indirect

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: Various Grantor Retained Annuity Trusts (GRATs) of which the Reporting person is a beneficiary.

F3: Various GRATs of which the Reporting person's spouse is a beneficiary.

F4: 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.

F5: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F6: Includes total number of unexercised option grants previously reported.