SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NIEHAUS ROBERT P (Last) (First) (Middle) 38 FOUNTAIN SQUARE PLAZA (Street) CINCINNATI OH 45263 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FIFTH THIRD BANCORP [ FITB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 04/27/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/27/2004		F		76,118	D	$54.94	82,751	D
Common Stock	04/27/2004		M		76,118	A	$15.6297	158,869	D
Common Stock(1)	04/27/2004		M		1,737	A	$15.6297	160,606	D
Common Stock(1)	04/27/2004		M		130,598	A	$22.7037	291,204	D
Common Stock								57,365	I	by Trusts(2)
Common Stock								50,897	I	by FLP, LP(3)
Common Stock								73,427	I	by Spouse
Common Stock								1,007.9667	I	by 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase	$15.6297	04/27/2004		M			77,855	07/18/1996(4)	07/18/2006	Common Stock	77,855	(5)	730,012(6)	D
Option to Purchase	$22.7037	04/27/2004		M			130,598	05/08/1997(4)	05/08/2007	Common Stock	130,598	(5)	599,414(6)	D

Explanation of Responses:

1. Pursuant to the Fifth Third Bancorp Stock Option Gain Deferral Plan, Mr. Niehaus elected to defer receipt of 132,335 shares of common stock issuable upon exercise of his option. As a result, 132,335 shares of phantom stock have accrued to his Deferred Stock Unit Account under the Plan. Because these phantom stock units may only be settled by a one-for-one delivery of shares of common stock upon expiration of the deferral period, Mr. Niehaus is currently deemed to be the direct beneficial owner of these shares which are included in his aggregate beneficial ownership on Table I.

2. Various Grantor Retained Annuity Trusts of which reporting person is a beneficiary.

3. Niehaus Investors Limited Partnership (a family limited partnership) of which the reporting person, his spouse and their three children are the only partners.

4. Indicates grant date. Options are exerciseable as follows: 25% on grant date, 50% one year from grant date, 75% two years from grant date, and 100% three years from grant date.

5. Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

6. Includes total number of unexercised option grants previously reported.

	Paul L. Reynolds, Attorney-in-Fact for Robert P. Niehaus	04/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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