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): March 20, 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 7.    Financial Statements and Exhibits

           Exhibit 99.1 - Management Discussion of Trends



Item 9.    Regulation FD Disclosure

     To assist investors, financial analysts and other interested parties in
their analysis of Fifth Third Bancorp, the Registrant developed the document
attached as Exhibit 99.1 to this Form 8-K. This document, incorporated herein by
reference, is furnished, not filed.



                                   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)



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

EX-99.1

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                                                                   EXHIBIT 99.1


To Whom It May Concern:

Following the issuance of the Securities and Exchange Commission's Regulation
FD, we at Fifth Third fully evaluated the process by which we communicate
information to the investing public. Our goal was to develop a communication
plan which, while fully compliant with Regulation FD, would not restrict the
timely sharing of vital information. Rather, we sought to enhance the
effectiveness of our communication of financial, operating and strategic
information.

As a result of this evaluation of our communication plan, we hosted the first
earnings conference call in Fifth Third's history this past January, and plan to
host similar calls following the release of each quarter's results. In addition
to quarter end communication, we recognize the need for the investing public to
receive pertinent information in the interim. To this end, we have developed the
attached update of Fifth Third's plans, objectives, results of operations and
financial condition. We hope you find the information, and the means by which it
is being provided, useful in your analysis of Fifth Third.

Sincerely,

George A. Schaefer, Jr.
President and CEO
Fifth Third Bancorp


                                   * * * * *

                         MANAGEMENT DISCUSSION OF TRENDS

GENERAL OVERVIEW

Fifth Third prides itself on its long track record of delivering double-digit
earnings growth in changing external environments. We are mindful of the effect
that a worsening economic environment and turbulent financial markets will have
on our industry in 2001. Although we are confident of our ability to deliver
quality earnings growth, we are cautious about the second half of 2001.

CREDIT QUALITY

As signals continue to point to a slowing economy, we are realistic about the
impact an economic downturn could have on credit quality throughout the industry
and at Fifth Third. However, with this in mind:

    o    Fifth Third's long history of low exposure limits to any one
         borrower positions us well to effectively weather a downturn in
         commercial credit quality. In terms of consumer credit, Fifth Third's
         midwestern footprint, avoidance of national or subprime lending
         businesses, centralized credit scoring and risk management, and
         diversified portfolio improves predictability and reduces the
         likelihood of significant unexpected losses.
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    o    On a sequential quarter basis, credit quality is expected to remain
         relatively stable with net charge-offs approximating the basis point
         levels seen at the end of last year. Nonperforming assets are expected
         to rise modestly in the first quarter and during the year, but should
         remain at the low end of the industry and below historical levels.

    o    Specifically, commercial credit flows into nonaccrual status during the
         first quarter remain minimal in dollar amount and granular in nature,
         primarily affected by the addition of fewer than ten midsize commercial
         credits totaling $15-20 million. Consumer delinquencies are expected
         to be stable to fourth quarter 2000 levels, except for a possible
         modest rise in residential mortgage delinquencies.


NET INTEREST MARGIN AND BALANCE SHEET TRENDS

While it is very early in the year and too early to accurately predict the full
impact of slower economic growth and lower interest rates, we currently
anticipate a modestly improving margin due to:

    o    lower overall funding costs due to lower interest rates of all
         categories, somewhat mitigated by asset repricing and the resulting
         decline in the contribution of free funds; and

    o    anticipated success in growing core deposits and a continuing
         decrease in lower-yielding assets.

From a balance sheet perspective:

    o    loan demand has continued and resulting balances are expected to
         remain relatively stable in the near term;

    o    Fifth Third plans to mitigate exposure to interest rate fluctuations
         through the continued sale and securitization of certain
         interest-sensitive assets; and

    o    recent positive trends in deposit mix are expected to continue in the
         near term, highlighted by sequential and year-over-year growth in
         customer deposits due to continued deposit campaign successes.

Better net interest margins combined with improved earning-asset mix but slower
overall earning-asset growth should result in mid- to high-single digit
percentage growth in net interest income.

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FEE BUSINESSES

In general, we anticipate growth trends in our fee businesses to be similar to
last year.

    Midwest Payment Systems ("MPS")

    o    While the merchant processing portion of MPS' revenues take a
         seasonal decline in the first quarter compared to fourth quarter after
         increases during the holiday shopping season, we expect the historical
         year-over-year growth rates we have enjoyed during the past couple of
         years to continue in 2001.

    o    Completion of the recently announced acquisition of 49% of Universal
         Companies is expected to result in a broadening of our customer base,
         and the opportunity for referral of contracts on which bidding was not
         previously cost-effective. Since this transaction will not close until
         mid-year and is an equity-method investment, the growth potential is in
         the future and will have very little impact on MPS' results during
         2001.

    Investment Advisory

    o    Investment Advisory fees have exhibited steady growth despite overall
         poor market performance due to increases in brokerage revenues versus
         last year and investment management sales.

    o    Exposure to market downturns is somewhat mitigated by a significant
         portion of overall revenue being derived from non-market sensitive
         sources.


    Other

    o    Service charges on deposits are expected to continue at recent
         growth rates, as deposit campaign successes continue to generate a
         significant number of net new accounts.

    o    We expect to see stronger mortgage banking fee revenue as refinancing
         activity increases.


OLD KENT

Since year-end, the required regulatory approvals have been received and
significant progress has been made toward the overall integration of Old Kent.
The following information provides a general update of the integration process
in anticipation of an early second quarter 2001 closing of the transaction:

    o    Management teams have been identified and are currently functioning
         in all Old Kent markets. We have affiliates established in Chicago,
         Southeastern Michigan, Western Michigan and Northern Michigan.

    o    Positive early deposit campaign successes have been achieved in Old
         Kent markets, illustrated by a 250% increase in the rate of checking
         account openings over last year.

    o    Additional commercial and retail loan products have been rolled-out in
         Old Kent markets.

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    o    Conversions have been scheduled by geographic market to occur
         sequentially throughout the remainder of 2001.

    o    We expect to complete the divestiture of out-of-market residential
         mortgage origination activities and subprime origination activities in
         the second quarter of 2001. In addition, we expect the discontinuation
         of a couple of minor business areas in commercial banking.

    o    Financial statement and P&L measurement compatibility has been achieved
         with Old Kent markets prepared to begin operating as Fifth Third
         affiliates immediately upon closing.

    o    We will report first quarter earnings for Fifth Third only, and expect
         to do so on APRIL 16, 2001 PRIOR TO THE MARKET OPENING. We will issue
         pooled results including Old Kent beginning in the second quarter. We
         recently issued pro forma condensed income statements for the combined
         activities of Old Kent and Fifth Third for the year ended December 31,
         2000 and the quarterly results for each quarter of 2000.


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This document contains forward-looking statements about Fifth Third Bancorp, Old
Kent Financial Corporation and the combined company which we believe are within
the meaning of the Private Securities Litigation Reform Act of 1995. This
document contains certain forward-looking statements with respect to the
financial condition, results of operations, plans, objectives, future
performance and business of Fifth Third, Old Kent and the combined company
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 and Old Kent
do business, are less favorable than expected; (5) legislative or regulatory
changes adversely affect the businesses in which Fifth Third and Old Kent are
engaged; (6) changes in the securities markets; and (7) the possibility that the
merger or the planned divestitures will not occur when or as anticipated.
Further information on other factors which could affect the financial results of
Fifth Third after the merger are included in Fifth Third's and Old Kent'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 or Old Kent.