FIFTH THIRD BANCORP — Director's Dealing 2005

Apr 25, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2005-04-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-21	Common Stock	J	108000	—	Disposed	240000	Indirect
2005-04-21	Common Stock	J	108000	—	Acquired	240000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	681976.2692	Direct
Common Stock	39243	Indirect
Common Stock	61759	Indirect
Common Stock	61759	Indirect
Common Stock	1413.7892	Indirect

Footnotes

F1: The reported securities are held by a family limited partnership of which the reporting person and his spouse are the only partners (the "FLP"). On April 21, 2005, the reporting person sold a 45% interest in the FLP to a trust of which the reporting person is the grantor and his wife is one of the beneficiaries (the "Trust") for an aggregate purchase price of $2,761,914.95. As a result of this transaction the reporting person, his spouse and the Trust are the only partners in the FLP and the reporting person continues to have an indirect ownership interest in all of the FLP interests and the underlying shares of Fifth Third Bancorp common stock.

F2: The 108,000 shares reflected relate to the 45% interest in the FLP that was transferred by the reporting person to the Trust. No shares have been sold in this transaction and, consequently, the number of shares held by the FLP remains at 240,000 shares.

F3: Various Grantor Retained Annuity Trusts ("GRATs") of which the Reporting person is a beneficiary.

F4: Various GRATs of which the Reporting person's spouse is a beneficiary.