8-K

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): April 7, 2004

FIFTH THIRD BANCORP

(Exact name of registrant as specified in its charter)

Ohio	0-8076	31-0854434
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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)

Item 5. Other Events and Regulation FD Disclosure

Exhibit 99.1 — Fifth Third Bancorp News Release dated April 7, 2004.

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)
April 7, 2004	/s/ Neal E. Arnold
	Neal E. Arnold Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release            

CONTACT:	Roberta R. Jennings (Media)	FOR IMMEDIATE RELEASE
	513/579-4153	April 7, 2004
	Bradley S. Adams, IR (Analysts)
	(513) 534-0983

Fifth Third Announces Termination of Written Agreement

Fifth Third Bancorp announced today that the Federal Reserve Bank of Cleveland and the Ohio Department of Commerce, Division of Financial Institutions have terminated the Written Agreement entered into with Fifth Third Bancorp and Fifth Third Bank in late March 2003. This agreement outlined a series of steps to address and strengthen Fifth Third’s risk management processes and internal controls. These steps involved independent third-party reviews, the submission of written plans and enhancements in a number of areas including corporate governance, internal audit, account reconciliation procedures and policies, information technology, and strategic planning.

Fifth Third Bank President & CEO George A. Schaefer, Jr., states, “We believe that the steps taken in conjunction with this agreement have made our organization stronger. The development of new and expanded risk management, audit and infrastructure processes will better prepare us as a company to meet the opportunities and challenges in today’s business environment. On behalf of the Board of Directors, I thank our employees for their diligence and hard work.”

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $91 billion in assets, operates 17 affiliates with 963 full-service Banking Centers, including 128 Bank Mart^® locations open seven days a week inside select grocery stores and 1,827 Jeanie^® 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 is 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 Processing Solutions. Investor information and press releases can be viewed at www.53.com. The company’s common stock is traded through the NASDAQ National Market System under the symbol “FITB.”

#     #     #