SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NIEHAUS ROBERT P (Last) (First) (Middle) 38 FOUNTAIN SQUARE PLAZA (Street) CINCINNATI OH 45263 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FIFTH THIRD BANCORP [ FITB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 08/04/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Contract(1)(2)(3)	(1)(2)(3)	08/04/2004		J(1)(2)(3)		1(1)(2)(3)		(1)(2)(3)	(1)(2)(3)	Common Stock	150,000(1)(2)(3)	(1)(2)(3)	1(1)(2)(3)	I	by LP(4)

Explanation of Responses:

1. On August 4, 2004 (the "Trade Date"), the reporting person, through a family limited partnership (the "LP") of which he and his spouse are the only partners, entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 150,000 shares of Common Stock. Under the VPF Agreement, the LP has agreed to sell the shares in accordance with footnotes 2 and 3 below. The transaction will be settled in two equal tranches on August 6, 2007 with respect to tranche 1 and February 18, 2008 with respect to tranche 2 (the number of shares of Common Stock with respect to which each settlement relates being the "Base Amount" for that tranche). The LP will receive a prepayment from the Buyer in the amount of $5,814,052.50 within 3 business days of the Trade Date. Such proceeds are to be used for tax planning, charitable contribution, and estate planning purposes.

2. On each settlement date, the LP, unless it has elected cash settlement as described in the following sentence, will deliver to an affiliate of Buyer a number of shares of Common Stock equal to the product of (A) the Base Amount for such tranche and (B) the Settlement Ratio for such tranche, rounded down to the nearest whole number, and cash in an amount equal to the value of any fractional share not delivered as a result of such rounding. In lieu of delivering shares, the LP may elect cash settlement for any tranche. The Settlement Ratio for each tranche is determined as outlined in footnote 3 below.

3. If the "Settlement Price" (a market-based price for each tranche as determined under the terms of the VPF Agreement) is less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio shall be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio shall be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less the Hedged Value, the Settlement Ratio shall be one (1). Each tranche has an Upside Limit of $63.1963 and a Hedged Value of $48.6125.

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

Remarks:

	Paul L. Reynolds, Attorney-in-Fact for Robert P. Niehaus	08/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.