FIFTH THIRD BANCORP — Director's Dealing 2004

Jan 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2004-01-21

Reporting Person: ALLEN DARRYL F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-21	Phantom Stock	$	A	1271	Acquired		Common Stock (1271)	Direct

Footnotes

F1: The phantom stock units were acquired under the Fifth Third Bancorp directors deferred compensation plan and are to be settled 1-for-1 in terms of Fifth Third Bancorp common stock and paid in cash upon the reporting person's retirement.

F2: Includes phantom stock units previously acquired under the Fifth Third Bancorp directors deferred compensation plan.