FIFTH THIRD BANCORP — Director's Dealing 2004

Feb 9, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2004-02-06

Reporting Person: NIEHAUS ROBERT P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-06	Common Stock	J	17635	—	Disposed	57365	Indirect
2004-02-06	Common Stock	J	17635	—	Acquired	157869	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The reporting person has established a series of Grantor Retained Annuity Trusts (GRATs) in connection with tax and estate planning. On February 6, 2004 those GRATs transferred shares back to the reporting person in an annuity payment.

F2: Transfer from various GRATs 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.