8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 25, 2004

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

0-8076	31-0854434
(Commission File Number)	(IRS Employer Identification No.)

Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(513) 534-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On August 25, 2004 the Registrant issued a Press Release attached hereto as Exhibit 99.1. In the Release, the Registrant announced the appointment of Kevin T. Kabat as Executive Vice President, Retail Banking, Affiliate Administration and Marketing for the Bancorp. Mr. Kabat, 47, will be assuming this role from Robert P. Niehaus on October 8, 2004. Mr. Niehaus, 58, will retire on that date.

Mr. Kabat has served as an Executive Vice President of the Registrant since December 2003 and President and CEO of Fifth Third Bank (Western Michigan) since April 2001. Previously, Mr. Kabat was Vice Chairman of Old Kent Financial Corporation and President and CEO of Old Kent Bank.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Press Release of Fifth Third Bancorp dated August 25, 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)
August 25, 2004		/S/    R. MARK GRAF
		R. Mark Graf Senior Vice President and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

CONTACT:	Roberta R. Jennings	FOR IMMEDIATE RELEASE
	513/579-4153	August 25, 2004

Kevin T. Kabat To Lead Retail, Affiliate Banking;

Robert P. Niehaus Announces Retirement

Fifth Third Bancorp Executive Vice President Kevin T. Kabat has been appointed to EVP, Retail Banking, Affiliate Administration and Marketing for the Bancorp. Kabat, 47, assumes this role from Robert P. Niehaus, 58, who will retire later this year after a 36-year career.

Prior to this role, Mr. Kabat served as President & CEO of Fifth Third Bank (Western Michigan), the second largest affiliate in Fifth Third’s 17-affiliate structure, with 139 Banking Centers, $9.3 billion in assets and $6.9 billion in deposits. Michelle Van Dyke, 40, was named his successor.

Mr. Kabat began his career with Old Kent in 1982, which was purchased by Fifth Third in 2001. He holds a Bachelor of Arts degree in behavioral science from Johns Hopkins University and a Master of Sciences degree in Industrial/Organizational Psychology from Purdue University.

Mr. Niehaus began his career with Fifth Third in 1968 in the Retail Division. He was promoted to Assistant Cashier in 1970 and graduated from Xavier University in 1971 with a B.S. in Business Administration & Marketing. In 1974, he was given responsibility for Cincinnati’s Northern Region and in 1979 he was named Vice President of the entire Cincinnati Retail Division. In 1985, Bob was appointed Senior Vice President and added the duties of Affiliate Bank Administration. He was named Executive Vice President in 1995 and has been instrumental in the orchestration of over 67 acquisitions since that time. During his tenure, the Retail Division has grown from 30 to nearly 1,000 Banking Centers.

Bob serves on the Sisters of Notre Dame de Namur Charitable Trust Board, the Moeller High School Principal’s Cabinet and the Board of Trustees of the Franciscan Services Corp. He is a past member of the Board of Trustees of the College of Mt. St. Joseph and the Greater Cincinnati Convention & Visitors Bureau. He has lent considerable time and resources to a number of volunteer activities including Moeller High School Capital Campaign, Xavier University Alumni Telethon, Mount Notre Dame High School, division leader for the United Way Campaign and chairman of the March of Dimes Walk America. He is a member of the Fifth Third Community Advisory Forum, Bankers Club, Wetherington Golf & Country Club and Leadership Cincinnati Alumni Association.

Fifth Third Bank President & CEO George A. Schaefer, Jr., states, “On behalf of the Board of Directors and our 19,000 teammates, I welcome Kevin Kabat to his new role and we thank Bob Niehaus for his significant contributions and hard work. Kevin is a talented and capable leader and we are glad to have his insight as we ready to expand our Banking Center network. We have opened 50 locations year-to-date and will open 20 more this year—in addition

to our recently announced acquisition of First National Bankshares of Florida, which will add 77 locations to our franchise.”

Bob Niehaus offers, “I am looking forward to continuing my work with several local charitable organizations, and spending more time with my wife, Arlene, and our family. I thank Fifth Third, George Schaefer and all of my colleagues for their many contributions over the years.”

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $95.6 billion in assets, operates 17 affiliates with 997 full-service Banking Centers, including 130 Bank Mart^® locations open seven days a week inside select grocery stores and 1,858 Jeanie^® ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee and West Virginia. The financial strength of Fifth Third’s Ohio and Michigan affiliate banks continue 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 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.”

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