FIFTH THIRD BANCORP — Director's Dealing 2005

May 26, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2005-05-24

Reporting Person: ARNOLD NEAL E (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-24	Common Stock	M	7120	$11.0617	Acquired	116516	Direct
2005-05-24	Common Stock	M	27230	$15.6297	Acquired	143746	Direct
2005-05-24	Common Stock	S	11877	$42.67	Disposed	131869	Direct
2005-05-24	Common Stock	F	6753	$42.76	Disposed	125116	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-24	Option to Purchase	$11.0617	M	7120	Disposed	2005-06-20	Common Stock (7120)	Direct
2005-05-24	Option to Purchase	$15.6297	M	27230	Disposed	2006-07-18	Common Stock (27230)	Direct
2005-05-24	Contract	$	J	1	Acquired		Common Stock (81825)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2211.7586	Indirect

Footnotes

F1: Indicates grant date. Options are exercisable as follows: 25% on grant date; 50% one year from grant; 75% two years from grant; and 100% three years from grant

F2: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F3: Includes total number of unexercised option grants previously reported.

F4: On May 24, 2005 (the "Trade Date"), the reporting person entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 81,825 shares of Common Stock. Under the VPF Agreement, the reporting person has agreed to sell the shares in accordance with footnotes 5 and 6 below. The transaction will be settled in one tranche on May 29, 2008. The reporting person will receive a prepayment from the Buyer in the amount of $2,557,773.81 within 3 business days of the Trade Date. Such proceeds are to be used for tax planning and estate planning purposes.

F5: On the settlement date, the reporting person, unless he 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 reporting person may elect cash settlement. The number of shares to be delivered is determined as outlined in footnote 6 below.

F6: 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 reporting person shall deliver 81,825 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 81,825 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 reporting person shall deliver that number of shares equal to 81,825 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 $38.565 and a Cap Price of $57.8475.