FIFTH THIRD BANCORP — Director's Dealing 2004

Apr 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2004-04-19

Reporting Person: DEWBREY DIANE L (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-19	Common Stock	A	1838	—	Acquired	48176	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-19	Stock Appreciation Right	$54.40	A	20000	Acquired	2014-04-19	Common Stock (20000)	Direct

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting on April 19, 2008.

F2: Issued pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.