S-4MEF

As filed with the Securities and Exchange Commission on June 6, 2008

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

FIFTH THIRD BANCORP

(Exact name of Registrant as specified in its charter)

Ohio	6711	31-0854434
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

Fifth Third Center, Cincinnati, Ohio 45263
(513) 579-5300
(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)

Paul L. Reynolds, Esq.
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(513) 579-5300
(513) 534-6757 (Fax)
(Name, address, including zip code and telephone
number, including area code, of agent for service)

Copies of Communications to:

Richard G. Schmalzl, Esq.	Stephen J. Antal, Esq.	Richard W. Viola, Esq.
Shaun B. Patsy, Esq.	First Charter Corporation	McGuireWoods LLP
Graydon Head & Ritchey LLP	10200 David Taylor Drive	201 North Tryon Street
1900 Fifth Third Center	Charlotte, North Carolina 28262-2373	P.O. Box 31247 (28231)
511 Walnut Street	(704) 688-4300	Charlotte, North Carolina 28202
Cincinnati, Ohio 45202	(704) 688-2282 (Fax)	(704) 343-2149
(513) 621-6464		(704) 343-2300 (Fax)
(513) 651-3836 (Fax)

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and upon completion of the merger described in the proxy statement/prospectus.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ 333-147192

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the registration statement number of the earlier effective registration statement for the same offering. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of each class		Proposed maximum			Proposed maximum
of securities to be	Amount to be	offering price per			aggregate offering			Amount of
registered	registered(1)	unit			price			registration fee
Common Stock, no par value	13,000,000 Shares		N/A	(2)	$	752,449,586.00	(2)	$	23,100.21	(3)

(1)	The number of shares to be registered hereunder is intended to represent the maximum number of additional shares of common stock, no par value (“Common Stock”) of Fifth Third Bancorp (“Fifth Third”) that may be issued to shareholders of First Charter Corporation (“First Charter”) pursuant to the proposed merger of First Charter with and into Fifth Third Financial Corporation, a wholly-owned subsidiary of Fifth Third. Fifth Third has previously registered 35,000,000 shares of its Common Stock pursuant to the Registration Statement on Amendment No. 1 to Form S-4 filed on November 29, 2007, (Registration No. 333-147192) and paid all registration fees associated therewith.
(2)	Estimated in connection with the initial filing of the Registration Statement on Form S-4 (Registration Statement No. 333-147192) on November 7, 2007 solely for the purpose of computing the registration fee, and calculated pursuant to Rule 457(f) of the General Rules and Regulations under the Securities Act of 1933 (the “Securities Act”). Pursuant to Rule 457(c), (f)(1) and (f)(3) under the Securities Act, based on the aggregate market value on November 5, 2007 of the 35,920,000 shares of First Charter expected to be exchanged in connection with the merger, the proposed maximum aggregate offering price is $752,449,586.00, which was determined by taking (i) the product of the average of the high and low prices of First Charter common stock expected to be exchanged in connection with the merger, including shares issuable upon exercise of outstanding options or other securities to acquire First Charter common stock, less (ii) the amount of cash expected to be paid by Fifth Third in exchange for shares of First Charter common stock.
(3)	Previously paid upon the initial filing of the Registration Statement on Form S-4 (Registration Statement No. 333-147192) on November 7, 2007.

TABLE OF CONTENTS

EX-5.1 OPINION OF COUNSEL

EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP

EX-23.2 CONSENT OF KPMG LLP

EX-23.3 CONSENT OF KEEFE, BRUYETTE & WOODS, INC.

EX-23.5 CONSENT OF ALSTON & BIRD LLP

EX-23.6 CONSENT OF MCGUIREWOODS LLP

EXPLANATORY NOTE

     This Registration Statement is being filed with the Securities and Exchange Commission pursuant to General Instruction K of Form S-4 and Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering an additional 13,000,000 shares of the Registrant’s common stock, no par value per share (the “Common Stock”), for issuance in connection with the merger of First Charter Corporation (“First Charter”) with and into Fifth Third Financial Corporation (“Fifth Third Financial”), a wholly-owned subsidiary of the Registrant. The Registrant previously registered 35,000,000 shares of Common Stock by means of a currently effective Registration Statement on Amendment No. 1 to Form S-4 (Registration No. 333-147192). The number of shares originally registered represented the maximum number of shares of the Registrant’s Common Stock estimated to be issuable upon the completion of the merger, based on the number of shares of First Charter common stock outstanding, or reserved for issuance under various plans, immediately prior to the merger and the exchange of shares of First Charter for the Registrant’s Common Stock pursuant to the formula set forth in the Amended and Restated Agreement and Plan of Merger, dated September 14, 2007, by and among First Charter, the Registrant and Fifth Third Financial. The number of shares of the Registrant’s Common Stock issuable upon the time of the merger is now estimated to be higher than originally anticipated due to the fact that the conversion ratio for the number of the Registrant’s shares to be exchanged for First Charter shares has increased substantially since the initial filing of the Registration Statement on Form S-4. The aggregate value of the Registrant’s shares to be exchanged in the merger has not changed. Thus, the Registrant is registering an additional 13,000,000 shares.

INCORPORATION OF DOCUMENTS BY REFERENCE

     This Registration Statement incorporates by reference the contents of our Registration Statement on Form S-4, Registration No. 333-147192, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein. Additional opinions and consents required to be filed with this Registration Statement are listed on the Index to Exhibits attached to and filed with this Registration Statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on June 5, 2008.

FIFTH THIRD BANCORP
By:	/s/ KEVIN T. KABAT
	Kevin T. Kabat
	President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Principal Executive Officer:

/s/ KEVIN T. KABAT Kevin T. Kabat	Date: June 5, 2008
President and Chief Executive Officer
Principal Financial Officer:
/s/ DANIEL T. POSTON Daniel T. Poston	Date: June 5, 2008
Chief Financial Officer and Executive Vice President
Principal Accounting Officer:
/s/ MARK D. HAZEL Mark D. Hazel	Date: June 5, 2008
Controller and Vice President

II-1

Directors of the Company:
/s/ DARRYL F. ALLEN* Darryl F. Allen	Date: June 5, 2008
/s/ JOHN F. BARRETT* John F. Barrett	Date: June 5, 2008
/s/ ULYSSES L. BRIDGEMAN, JR.* Ulysses L. Bridgeman, Jr.	Date: June 5, 2008
/s/ JAMES P. HACKETT* James P. Hackett	Date: June 5, 2008
/s/ GARY R. HEMINGER* Gary R. Heminger	Date: June 5, 2008
/s/ ALLEN M. HILL* Allen M. Hill	Date: June 5, 2008
/s/ KEVIN T. KABAT Kevin T. Kabat	Date: June 5, 2008
/s/ ROBERT L. KOCH, II* Robert L. Koch, II	Date: June 5, 2008
/s/ MITCHEL D. LIVINGSTON, Ph.D.* Mitchel D. Livingston, Ph.D.	Date: June 5, 2008
/s/ HENDRIK G. MEIJER* Hendrik G. Meijer	Date: June 5, 2008
/s/ JAMES E. ROGERS* James E. Rogers	Date: June 5, 2008
/s/ GEORGE A. SCHAEFER, JR.* George A. Schaefer, Jr.	Date: June 5, 2008
/s/ JOHN J. SCHIFF, JR.* John J. Schiff, Jr.	Date: June 5, 2008
/s/ DUDLEY S. TAFT* Dudley S. Taft	Date: June 5, 2008
/s/ THOMAS W. TRAYLOR* Thomas W. Traylor	Date: June 5, 2008

II-2

/s/ KEVIN T. KABAT

* Kevin T. Kabat as attorney-in-fact pursuant to a power of attorney already filed.

II-3

Index to Exhibits

Document	Exhibit	Reference
Opinion of counsel employed by Fifth Third Bancorp	5.1
as to the legality of the securities being issued
Consent of Deloitte & Touche LLP	23.1
Consent of KPMG LLP	23.2
Consent of Keefe, Bruyette & Woods, Inc.	23.3
Consent of counsel employed by Fifth Third Bancorp	23.4	Included in Exhibit 5.1
Consent of Alston & Bird LLP	23.5
Consent of McGuireWoods LLP	23.6
A power of attorney where various individuals authorize	24.1	Previously filed
the signing of their names to any and all amendments to this Registration Statement and other documents submitted in connection herewith

II-4

EX-5.1

Exhibit 5.1

FIFTH THIRD BANCORP

June 6, 2008

Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263

Re: Issuance of up to 13,000,000 Shares of Common Stock of Fifth Third Bancorp Pursuant to a Registration Statement on Form S-4 Filed with the Securities and Exchange Commission

Gentlemen:

     I have acted as counsel to Fifth Third Bancorp, an Ohio corporation (the “Company”), in connection with the issuance of up to 13,000,000 shares of Common Stock pursuant to the merger of First Charter Corporation with and into Fifth Third Financial Corporation, a wholly-owned subsidiary of the Company (the “Merger”), as set forth in the Form S-4 Registration Statement (the “Registration Statement”), filed on the date hereof by the Company with the Securities and Exchange Commission.

     As counsel for the Company I have made such legal and factual examinations and inquiries as I have deemed advisable for the purpose of rendering this opinion. In addition, I have examined such documents and materials, including the Articles of Incorporation, Code of Regulations, and other corporate records of the Company, as I have deemed necessary for the purpose of this opinion.

     On the basis of the foregoing, I express the opinion that the 13,000,000 shares of Common Stock of the Company registered for issuance pursuant to the Registration Statement, or such lesser number of shares as may be actually issued by the Company in connection with the Merger and/or the acquisition, currently are validly authorized and, when issued as contemplated by the Registration Statement, will be legally issued, fully paid and nonassessable shares of Common Stock of the Company.

     I hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto and to the reference to me under the caption “Legal Matters” in the Proxy Statement/Prospectus comprising a part of the related registration statement No. 333-147192.

Very truly yours, FIFTH THIRD BANCORP
By:	/s/ PAUL L. REYNOLDS
	Paul L. Reynolds, Counsel

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated February 22, 2008, relating to the consolidated financial statements of Fifth Third Bancorp and the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Fifth Third Bancorp for the year ended December 31, 2007 and incorporated by reference in Registration Statement No. 333-147192.

/s/ Deloitte & Touche LLP          
Cincinnati, Ohio
June 5, 2008

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

First Charter Corporation:

We consent to the use of our reports with respect to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting included herein and to the reference to our firm under the heading “Experts” in the prospectus.

Our report dated April 4, 2007, on the consolidated financial statements as of December 31, 2006, refers to the adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements in 2006.

Our report dated April 4, 2007, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2006, expresses our opinion that First Charter Corporation did not maintain effective internal control over financial reporting as of December 31, 2006 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contains explanatory paragraphs that state material weaknesses were included in management’s assessment related to the Control Environment, Significant Transactions and Estimates Accounting, and Reconciliation Function.

Charlotte, North Carolina

June 5, 2008

EX-23.3

Exhibit 23.3

CONSENT OF KEEFE, BRUYETTE & WOODS, INC.

     We hereby consent to the inclusion of our letter to the Board of Directors of First Charter Corporation as Appendix B to the Proxy Statement/Prospectus forming a part of the Registration Statement on Amendment No.1 to Form S-4 (Registration No.333-147192), which is incorporated by reference into this Registration Statement on Form S-4 of Fifth Third Bancorp, and to all references to our firm and such letter in such Proxy Statement/Prospectus. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement on Amendment No.1 within the meaning of the term “experts” as used in the Securities Act or the rules and regulations of the Securities and Exchange Commission.

KEEFE, BRUYETTE & WOODS, INC.
New York, New York
June 5, 2008

Keefe, Bruyette & Woods • 787 Seventh Avenue • New York, NY 10019
212.887.7777 • Toll Free: 800.966.1559 • www.kbw.com

EX-23.5

Exhibit 23.5

Alston&Bird llp
The Atlantic Building
950 F Street, NW
Washington, DC 20004-1404

202-756-3300
Fax:202-756-3333
www.alston.com

Charles W. Wheeler Direct Dial: 202-756-3308 E-mail: chuck.wheeler@alston.com

June 5, 2008

Fifth Third Bancorp
38 Fountain Square Plaza, 24th Floor
1090R9
Cincinnati, Ohio 45202

Dear Sir:

We hereby consent to the use in this Registration Statement on Form S-4 of our opinion included as Exhibit 8.1 to the Registration Statement on Amendment No.1 to Form S-4 (Registration No.333-147192) and to the references to our firm in such Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose written consent must be filed with this Registration Statement under Section 7(a) of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder.

Alston & Bird LLP

/s/ CHARLES W. WHEELER          

Name: Charles W. Wheeler

Title: Partner

Atlanta • Charlotte • Dallas • New York • Research Triangle • Washington, D.C.

EX-23.6

Exhibit 23.6

[LETTERHEAD OF MCGUIREWOODS LLP]

Consent of McGuireWoods LLP

June 5, 2008

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our opinion included as Exhibit 8.2 to the Proxy Statement/Prospectus forming a part of the Registration Statement on Amendment No.1 to Form S-4 (Registration No. 333-147192) and to the references to our firm in such Proxy Statement/Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

McGuireWoods LLP
(successor in interest to Helms Mulliss & Wicker PLLC)

/s/ McGuireWoods LLP