8-K

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                       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): December 18, 2001


                               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
   38 Fountain Square Plaza, Cincinnati, Ohio                     45263
    (Address of principal executive offices)                   (Zip Code)


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

                                 Not Applicable
             (Former name or address, if changed since last report)

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Item 5. Other Events and Regulation FD Disclosure
        -----------------------------------------

On December 18, 2001, Fifth Third Bancorp issued a press release regarding an
authorization by the Board of Directors to repurchase shares of its common stock
and the announcement of the fourth quarter 2001 common stock dividend. The press
release is attached as Exhibit 99.1.



Item 7. Financial Statements and Exhibits
        ---------------------------------

     Exhibit 99.1 - Fifth Third Delivers 15% Dividend Increase & Announces Share
Repurchase Authorization




                                   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)



December 20, 2001                                /s/ Neal E. Arnold
                                                 ---------------------------
                                                 Neal E. Arnold
                                                 Executive Vice President
                                                 and Chief Financial Officer

EX-99

                                                                    Exhibit 99.1
                                                                    ------------

CONTACT: Neal E. Arnold (analysts)                         FOR IMMEDIATE RELEASE
         513/579-4356                                      December 18, 2001
         Roberta R. Jennings (media)
         513/579-4153

          Fifth Third Delivers 15% Dividend Increase & Announces Share
                            Repurchase Authorization

     The Board of Directors of Fifth Third Bancorp today increased its fourth
quarter cash dividend to $.23 per share. The increased dividend is 28 percent
higher than the $.18 per share declared in December 2000, and 15 percent higher
than the $.20 declared last quarter. The Bancorp's 105th consecutive quarterly
cash dividend is payable January 15, 2002 to shareholders of record as of
December 31, 2001, and the Bancorp will report fourth quarter financial results
on January 15, 2002.

     Fifth Third Bancorp President & CEO George A. Schaefer, Jr., states, "We
are always mindful of our responsibility to deliver solid investment returns and
increase shareholder value. Today's dividend increase clearly demonstrates that
focus and comes on the heels of our last increase only nine months ago - a
precedent we've consistently followed for over 14 years."

     Also at the meeting, Fifth Third Bancorp's Board of Directors authorized
the Company to acquire in the open market, from time-to-time, up to three
percent of common shares currently outstanding for the issue of stock options
and other corporate purposes. The Company had approximately 578 million shares
outstanding as of September 30, 2001.

     This release contains forward-looking statements about Fifth Third Bancorp
which we believe are within the meaning of the Private Securities Litigation
Reform Act of 1995. This release contains certain forward-looking statements
with respect to the financial condition, results of operations, plans,
objectives, future performance and business of Fifth Third including statements
preceded by, followed by or that include the words "believes," "expects,"
"anticipates" or similar expressions. These forward-looking statements involve
certain risks and uncertainties. There are a number of important factors that
could cause future results to differ materially from historical performance and
these forward-looking statements. Factors that might cause such a difference
include, but are not limited to: (1) competitive pressures among depository
institutions increase significantly; (2) changes in the interest rate
environment reduce interest margins; (3) prepayment speeds, loan sale volumes,
charge-offs and loan loss provisions; (4) general economic conditions, either
national or in the states in which Fifth Third does business, are less favorable
than expected; (5) legislative or regulatory changes adversely affect the
businesses in which Fifth Third is engaged; (6) changes in the securities
markets. Further information on other factors which could affect the financial
results of Fifth Third are included in Fifth Third's filings with the Securities
and Exchange Commission. These documents are available free of charge at the
Commission's website at http://www.sec.gov and/or from Fifth Third.

                                      * * *


     Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio with $70 billion in assets, 16 affiliates with
933 full-service Banking Centers, including 142 Bank Mart(R) locations open
seven days a week inside select grocery stores and 1,847 Jeanie(R) ATMs in Ohio,
Kentucky, Indiana, Florida, Michigan and Illinois. The financial strength of
Fifth Third's affiliate banks merits deposit ratings of AA- and Aa2 from
Standard & Poor's and Moody's, respectively. Additionally, Fifth Third Bancorp
continues to maintain the highest short-term ratings available at A-1+ and
Prime-1,


and has been recognized by Moody's with one of the highest senior debt ratings
for any U.S. bank holding company of Aa3. Fifth Third operates four main
businesses: Retail, Commercial, Investment Advisors and Midwest Payment Systems.
Investor information and press releases can be viewed at www.53.com. The
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Company's common stock is traded in the over-the-counter market through the
NASDAQ National Market under the symbol "FITB."


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