FIFTH THIRD BANCORP — Director's Dealing 2005

May 27, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2005-05-26

Reporting Person: SULLIVAN ROBERT A (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-26	Contract	$	J	1	Acquired		Common Stock (50000)	Indirect

Footnotes

F1: On May 26, 2005 (the "Trade Date"), the reporting person, through a revocable trust (the "Trust") of which he is the grantor and trustee, entered into a prepaid variable forward contract ("PVF Agreement") with an unrelated third party (the "Buyer") relating to 50,000 shares of Common Stock. Under the PVF Agreement, the Trust has agreed to sell the shares in accordance with footnotes 2 and 3 below. The transaction will be settled in one tranche on May 30, 2008. The Trust will receive a prepayment from the Buyer in the amount of $1,703,592 within 3 business days of the Trade Date. Such proceeds are to be used for tax planning and estate planning purposes.

F2: On the settlement date, the Trust, unless it has elected cash settlement as described in the following sentence, will deliver a number of shares of Common Stock. In lieu of delivering shares, the Trust may elect cash settlement. The number of shares to be delivered is determined as outlined in footnote 3 below.

F3: If the "Final Price" (a market-based price as determined under the terms of the PVF Agreement) is less or equal to the Floor Price, the Trust shall deliver 50,000 shares; if the Final Price is greater than the Floor Price but less than the Cap Price, the Trust shall deliver that number of shares equal to 50,000 multiplied by (x) the Floor Price, divided by (y) the Final Price, and if the Final Price is greater than or equal to the Cap Price, the Trust shall deliver that number of shares equal to 50,000 multiplied by (x) the sum of (i) the Floor Price (expressed as an amount) and (ii) the product of (a) one and (b) any amount by which the Final Price exceeds the Cap Price (expressed as an amount), divided by (y) the Final Price. This transaction has a Floor Price of $43.02 and a Cap Price of $55.926.

F4: A revocable Trust of which the reporting person is the grantor and trustee.