FIFTH THIRD BANCORP — Director's Dealing 2005

Feb 22, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2005-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-17	Common Stock	M	9039	$11.0617	Acquired	676549.6918	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-17	Option to Purchase	$11.0617	M	9039	Disposed	2005-06-20	Common Stock (9039)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	64871	Indirect
Common Stock	64871	Indirect
Common Stock	36551	Indirect
Common Stock	1328.8718	Indirect
Common Stock	240000	Indirect

Footnotes

F1: Grantor Retained Annuity Trusts ("GRATs") of which the Reporting person is a beneficiary.

F2: GRATs of which the Reporting person's spouse is a beneficiary.

F3: A family limited partnership of which the reporting person and his spouse are the only partners.

F4: 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.

F5: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F6: Includes total number of unexercised option grants previously reported.