FIFTH THIRD BANCORP — Director's Dealing 2005

May 23, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2005-05-19

Reporting Person: ARNOLD NEAL E (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-19	Common Stock	M	79973	$22.7037	Acquired	163466	Direct
2005-05-19	Common Stock	S	41719	$43.80	Disposed	121747	Direct
2005-05-19	Common Stock	F	12351	$43.91	Disposed	109396	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-19	Option to Purchase	$22.7037	M	79973	Disposed	2007-05-08	Common Stock (79973)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2200.7026	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.