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): January 31, 2003

                               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) 534-5300

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

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Item 9.   Regulation FD Disclosure

     On January 31, 2003, Fifth Third Bancorp issued a news release clarifying
Fifth Third Bancorp's outlook regarding current regulatory matters, attached as
Exhibit 99.1 to this Form 8-K. This news release, 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)


January 31, 2003                               /s/ Neal E. Arnold
                                               -------------------------------
                                                Neal E. Arnold
                                                Executive Vice President
                                                and Chief Financial Officer

EX-99.1

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

[LETTERHEAD OF Fifth Third Bank]

                                                                    News Release
CONTACT: Stacie Haas (media)                            FOR IMMEDIATE RELEASE
         513/579-5113                                   January 31, 2003
         Bradley S. Adams (analysts)
         513/534-0983

                 FIFTH THIRD BANCORP ISSUES CLARIFYING STATEMENT
                          REGARDING REGULATORY MATTERS

      Referring to statements made at the recent Salomon Smith Barney conference
by Fifth Third Bancorp President & CEO George A. Schaefer, Jr., recent articles
in the press have reported on Fifth Third Bancorp's outlook regarding current
regulatory matters. In order to avoid confusion that may be associated with
those reports Fifth Third believes it is important to issue a clarifying
statement regarding the matter.

      As noted in Fifth Third's press release reporting fourth quarter earnings
issued on January 15, 2003, Fifth Third continues to cooperate with the
regulatory agencies, including the Federal Reserve Bank of Cleveland and the
State of Ohio, Division of Financial Institutions, in their ongoing examination
of the Company. As previously stated, based on preliminary discussions with the
regulators, Fifth Third believes some form of regulatory action will be taken,
but it is unable to predict what that action may be. Based on these preliminary
discussions with the Federal Reserve and the State of Ohio, Fifth Third believes
that the resulting agreement with the supervisory agencies will be formal and
contain commitments to third-party reviews of certain functions as previously
discussed.

      Fifth Third does, however, remain optimistic that the steps taken in
conjunction with the ongoing examination will make the organization stronger
through the development of new and expanded risk management, audit and
infrastructure processes. The full discussion and text of Fifth Third's
presentation can be accessed through Fifth Third's website at www.53.com.

      Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. The Company has $81 billion in assets,
operates 17 affiliate banks with 932 full-service Banking Centers, including 132
Bank Mart(R) locations open seven days a week inside select grocery stores and
1,879 Jeanie(R) ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida,
Tennessee and West Virginia. The financial strength of Fifth Third's affiliate
banks continues to be recognized by rating agencies with deposit ratings of AA-
and Aa1 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 was recently recognized by Moody's with one of the highest
senior debt ratings for any U.S. bank holding company of Aa2. Fifth Third
operates four main businesses: Retail, Commercial, Investment Advisors and Fifth
Third Bank Processing Solutions. Investor information and press releases can be
viewed at www.53.com. The company's common stock is traded on the NASDAQ
National Market System under the symbol "FITB."

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