FIFTH THIRD BANCORP — Director's Dealing 2004

Apr 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2004-04-27

Reporting Person: NIEHAUS ROBERT P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-27	Common Stock	F	76118	$54.94	Disposed	82751	Direct
2004-04-27	Common Stock	M	76118	$15.6297	Acquired	158869	Direct
2004-04-27	Common Stock	M	1737	$15.6297	Acquired	160606	Direct
2004-04-27	Common Stock	M	130598	$22.7037	Acquired	291204	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-27	Option to Purchase	$15.6297	M	77855	Disposed	2006-07-18	Common Stock (77855)	Direct
2004-04-27	Option to Purchase	$22.7037	M	130598	Disposed	2007-05-08	Common Stock (130598)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	57365	Indirect
Common Stock	50897	Indirect
Common Stock	73427	Indirect
Common Stock	1007.9667	Indirect

Footnotes

F1: Pursuant to the Fifth Third Bancorp Stock Option Gain Deferral Plan, Mr. Niehaus elected to defer receipt of 132,335 shares of common stock issuable upon exercise of his option. As a result, 132,335 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. Niehaus 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 of which reporting person is a beneficiary.

F3: Niehaus Investors Limited Partnership (a family limited partnership) of which the reporting person, his spouse and their three children are the only partners.

F4: Indicates grant date. Options are exerciseable as follows: 25% on grant date, 50% one year from grant date, 75% two years from grant date, and 100% three years from grant date.

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

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