8-K

                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549

                             FORM 8-K

                          CURRENT REPORT


              Pursuant to Section 13 or 15 (d) of the
                 Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  August 26, 1994


                      FIFTH THIRD BANCORP                         

     (Exact name of registrant as specified in its charter)


         Ohio                   0-8076            31-0854434     
(State or other jurisdiction  (Commission       (IRS Employer
   of incorporation)          File Number)    Identification No.)


   Fifth Third Center, Cincinnati, Ohio                 45263    
(Address of principal executive offices)              (Zip code)


Registrant's telephone number, including area code  (513)579-5300


     (Former name or address, if changed since last report.)

Item 5.  Other Events

a)  On August 26, 1994, the previously announced acquisition of
The Cumberland Federal Bancorporation, Inc. was completed.  As a
result, the Registrant issued 2,696,882 new shares of common
stock and paid cash of $15,400.66 to the stockholders of The
Cumberland Federal Bancorporation, Inc.  This represented an
exchange ratio of 1.10025 shares of the Registrant's common stock
for each common share of The Cumberland Federal Bancorporation,
Inc.

Registrant has filed Registration Statement on Form S-4,
Registration No. 33-53149 which is effective May 24, 1994.




Item 7.  Financial Statements, Pro Forma Financial Information
and Exhibits

Exhibit 99 -   Additional exhibits - Fifth Third Bancorp         
               News Release, dated August 26, 1994         Page 3

Exhibit 99 -   Additional exhibits - Fifth Third Bancorp
               News Release, dated August 26, 1994         Page 5



                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized

                                         Fifth Third Bancorp      
                                            (Registrant)



Date:  September 6, 1994           /s/ P. Michael Brumm
                                   P. Michael Brumm,
                                   Chief Financial Officer



                                  2

EX-99

5/3  FIFTH THIRD BANCORP
_________________________________________________________________
                                    NEWS RELEASE



CONTACT:    Neal E. Arnold (analysts)       FOR IMMEDIATE RELEASE
            513/744-8577                    August 26, 1994

            Roberta R. Jennings (media)
            513/579-4153

            Mary Ann Markwell (media)
            502/562-0475



           FIFTH THIRD BANCORP COMPLETES CUMBERLAND ACQUISITION;
           45 KENTUCKY LOCATIONS OPEN AS FIFTH THIRD ON AUGUST 29


      Fifth Third Bancorp announced today that it has completed
the acquisition of the $1.1 billion Cumberland Federal
Bancorporation, headquartered in Louisville, Kentucky.  The stock
swap transaction valued at $149 million closed today and the
Cumberland's offices, located throughout 12 counties in Kentucky,
will open as Fifth Third Banking Centers on Monday, August 29. 
This includes nine grocery store locations in Louisville and La
Grange which will be converted to full-service Fifth Third Bank
Marts(R) open seven days a week in Kroger stores.  Fifth Third
will also assume ownership of Cumberland's two loan production
offices (LPOs) located in Murray and Elizabethtown.  
      A new holding company and wholly-owned subsidiary of Fifth
Third Bancorp, Fifth Third Kentucky, BHC, has been formed.  The
holding company's subsidiaries will be:

        FIFTH THIRD BANK OF KENTUCKY, INC., headquartered in
        Louisville (formerly The Cumberland.)   H. David Hale,
        former chairman of The Cumberland, has been appointed
        Chairman and CEO.  James R. Gaunt, formerly Senior Vice
        President, Retail Division, Fifth Third Bank, has been
        appointed President, Fifth Third Bank of Kentucky, Inc.   
        
                                       3

                                  -MORE-

        Operating under Fifth Third Bank of Kentucky, Inc. will be
        FIFTH THIRD BANK OF KENTUCKY, LEXINGTON and FIFTH THIRD
        BANK OF KENTUCKY, LOUISVILLE.   Fifth Third Bank of
        Kentucky, Lexington will encompass 16 full-service Banking
        Center locations:  10 existing Fifth Third Bank of Central
        Kentucky Banking Centers and six former Cumberland
        locations in Lexington, Frankfort, Harrodsburg and
        Maysville.  Samuel G. Barnes will remain President, Fifth
        Third Bank of Kentucky, Lexington.  Fifth Third Bank of
        Kentucky, Louisville will be comprised of 37 full-service
        Banking Centers and two LPOs.  Cumberland's Mayfield
        location will remain a savings bank:  Fifth Third Savings
        Bank of Western Kentucky.

      "As a result of this merger, Fifth Third Bank will have a
$2.1 billion asset presence in the Commonwealth," offers George
A. Schaefer, Jr., President and CEO, Fifth Third Bancorp.  "It
will greatly enhance Fifth Third's retail network -- with 77
locations throughout Kentucky, we will now be in a stronger
position to offer a full menu of financial products to our
customers."
      Cumberland Chairman H. David Hale agrees, "We're pleased
with the merger for several reasons, particularly that our
stockholders will now realize an even greater earnings potential,
and our customers will have access to a full array of banking
products and services."
      Upon completion of the merger, Fifth Third Bancorp will have
$14 billion in assets and 11 affiliate banks with 353 full-
service Banking Centers, including 77 Bank Marts open seven days
a week inside select grocery stores and 549 Jeanie(R) ATMs in
Ohio, Kentucky, Indiana and Naples, Florida.  Recently named by
Salomon Brothers' banking analysts as ranking #1 in overall
profitability, productivity, capital and asset quality for the
fifth consecutive year, Fifth Third Bancorp's stock is traded on
NASDAQ under the symbol "FITB."
                             #   #   #

                                 4

EX-99

5/3     FIFTH THIRD BANCORP

_________________________________________________________________
                                               NEWS RELEASE


CONTACT:    Mary Ann Markwell             FOR IMMEDIATE RELEASE
            502/562-0475                  August 26, 1994


             CUMBERLAND FEDERAL MAYFIELD OFFICE TO BECOME
             FIFTH THIRD SAVINGS BANK OF WESTERN KENTUCKY

      H. David Hale, Cumberland Federal Bancorporation Chairman,
announced today that Cumberland Federal Savings Bank in Mayfield
will become Fifth Third Savings Bank of Western Kentucky as part
of an operating affiliate group consumated with the merger with
Fifth Third Bancorp.
      "We're pleased with the merger for several reasons,
particularly that our stockholders will now realize an even
greater earnings potential, and our customers will have access to
a full array of banking products and services," offers Hale.
      Fifth Third Savings Bank of Western Kentucky, located at 406
South Seventh Street in Mayfield, Kentucky, currently serves the
residents of Graves County, Kentucky.
      Fifth Third Savings Bank of Western Kentucky Managing
Officer Reid Hearn is also positive about the merger.  "Customers
of the Fifth Third Savings Bank of Western Kentucky will benefit
from the expertise that comes from the years of banking
experience that the Cumberland and Fifth Third offer," Hearn
adds.  "Both companies have a strong customer service focus, and
we will now be able to enhance our menu of products."
      The Cumberland's other offices, located throughout 12
counties in Kentucky, will open as Fifth Third Banking Centers on
Monday, August 29.  This includes nine grocery store locations in
Louisville and La Grange which will be converted to full-service
Fifth Third Bank Marts(R) open seven days a week in Kroger
stores.  Fifth Third will also assume ownership of Cumberland's
two loan production offices (LPOs) located in Murray and
Elizabethtown.  

                                   5

      Upon completion of the merger, Fifth Third Bancorp will have
$14 billion in assets and 11 affiliate banks with 353 full-
service Banking Centers, including 77 Bank Marts open seven days
a week inside select grocery stores and 549 Jeanie(R) ATMs in
Ohio, Kentucky, Indiana and Naples, Florida.  Recently named by
Salomon Brothers' banking analysts as ranking #1 in overall
profitability, productivity, capital and asset quality for the
fifth consecutive year, Fifth Third Bancorp's stock is traded on
NASDAQ under the symbol "FITB."
                                     #   #   #



                                    6