FIFTH THIRD BANCORP — Director's Dealing 2004

Apr 29, 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: ARNOLD NEAL E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-27	Common Stock	M	6521	$15.6297	Acquired	81645	Direct
2004-04-27	Common Stock	M	4404	$22.7037	Acquired	86049	Direct
2004-04-27	Common Stock	M	2712	$36.8611	Acquired	88761	Direct
2004-04-27	Common Stock	M	2046	$48.875	Acquired	90807	Direct
2004-04-27	Common Stock	F	7314	$54.94	Disposed	83493	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-27	Option to Purchase	$15.6297	M	6521	Disposed	2006-07-18	Common Stock (6521)	Direct
2004-04-27	Option to Purchase	$22.7037	M	4404	Disposed	2007-05-08	Common Stock (4404)	Direct
2004-04-27	Option to Purchase	$36.8611	M	2712	Disposed	2008-03-17	Common Stock (2712)	Direct
2004-04-27	Option to Purchase	$48.875	M	2046	Disposed	2009-03-11	Common Stock (2046)	Direct

Footnotes

F1: 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.

F2: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F3: Includes total number of unexercised option grants previously reported.