FIFTH THIRD BANCORP — Director's Dealing 2004

Jan 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2004-01-02

Reporting Person: SCHAEFER GEORGE A JR (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-02	Common Stock	J	23623	—	Disposed	101377	Indirect
2004-01-02	Common Stock	J	23623	—	Acquired	735248	Direct
2004-01-02	Common Stock	J	23623	—	Disposed	101377	Indirect
2004-01-02	Common Stock	J	23623	—	Acquired	71081	Indirect

Footnotes

F1: The reporting person and his spouse have each established a series of Grantor Retained Annuity Trusts (GRATs) in connection with their tax and estate planning. On January 2, 2004 those GRATs transferred shares back to the reporting person and his spouse in an annuity payment.

F2: Transfer from various GRATs of which the Reporting person is a beneficiary.

F3: Transfer from various GRATs of which the Reporting person's spouse is a beneficiary.