FIFTH THIRD BANCORP — Director's Dealing 2005

Mar 24, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2005-03-22

Reporting Person: BARRETT JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-22	Common Stock	A	592	—	Acquired	58914	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-22	Stock Appreciation Right	$42.22	A	5000	Acquired	2015-03-22	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	984	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting on December 31, 2004.

F2: Granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

F3: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.