11-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from                  to                 

Commission file number 0-8076

A. Full title of the plan and the address of the plan, if

different from that of the issuer named below:

THE FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

38 Fountain Square Plaza, Cincinnati, Ohio 45263

B. Name of issuer of the securities held pursuant to the plan

and the address of its principal executive office:

FIFTH THIRD BANCORP

38 Fountain Square Plaza, Cincinnati, Ohio 45263

FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements and exhibits are filed as part of this annual report:

Exhibit 23 Consent of Independent Registered Public Accounting Firm.

Exhibit 99 Financial Statements for the years ended December 31, 2004 and 2003 and Supplemental Schedule as of December 31, 2004 for The Fifth Third Bancorp Frozen Successor Plan.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, The Fifth Third Bank Pension and Profit Sharing Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN
Date: June 29, 2005	By:	/s/ Paul L. Reynolds
		Paul L. Reynolds Member, Pension and Profit Sharing Committee

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EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-108996 of Fifth Third Bancorp on Form S-8 of our report dated June 24, 2005 appearing in this Annual Report on Form 11-K of the Fifth Third Bancorp Frozen Successor Plan for the year ended December 31, 2004.

/s/ DELOITTE & TOUCHE LLP

Cincinnati, Ohio

June 28, 2005

EX-99

Exhibit 99

Fifth Third Bancorp Frozen

Successor Plan

Financial Statements for the Years Ended

December 31, 2004 and 2003 and Supplemental

Schedule as of December 31, 2004 and Report of

Independent Registered Public Accounting Firm

FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE FOR FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003	2
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2004 and 2003	3
Notes to Financial Statements for the Years Ended December 31, 2004 and 2003	4-7
SUPPLEMENTAL SCHEDULE:
Schedule H, Part IV, Line 4i— Schedule of Assets (Held at End of Year) as of December 31, 2004	9

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fifth Third Bancorp and the Pension and Profit Sharing Committee of the Fifth Third Bancorp Frozen Successor Plan:

We have audited the accompanying statements of net assets available for benefits of the Fifth Third Bancorp Frozen Successor Plan (the “Plan”) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2004 and 2003, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

DELOITTE & TOUCHE LLP

Cincinnati, Ohio

June 24, 2005

FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2004 AND 2003

	2004		2003
INVESTMENTS—At fair value:
Common stock of Fifth Third Bancorp	$	2,019,852	2,648,921
Collective funds:
Cash equivalents		58,397	80,134
Fixed income		298,118	320,302
Equity		454,173	373,146
Mutual funds		4,192,293	4,649,237
Participant notes receivable		98,574	200,243
Total investments		7,121,407	8,271,983
ACCRUED INVESTMENT INCOME		13,754	14,025
NET ASSETS AVAILABLE FOR BENEFITS	$	7,135,161	8,286,008

See notes to financial statements.

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FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

	2004			2003
ADDITIONS:
(Loss) income from investments:
Interest	$	17,975		24,579
Dividends		101,260		86,101
Net (depreciation) appreciation in fair value of investments		(352,643	)	496,219
Total (loss) income from investments		(233,408	)	606,899
Transfer of plan assets from acquired companies		-		6,672,999
Total		(233,408	)	7,279,898
DEDUCTIONS:
Administrative expenses		(5,182	)	(12,207	)
Benefits paid to participants		(912,257	)	(1,129,063	)
Total		(917,439	)	(1,141,270	)
(DECREASE) INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS		(1,150,847	)	6,138,628
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year		8,286,008		2,147,380
End of year	$	7,135,161		8,286,008

See notes to financial statements.

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FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

1. DESCRIPTION OF PLAN

The following brief description of Fifth Third Bancorp Frozen Successor Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.

General—The Plan is a defined contribution profit sharing plan, with a 401(k) feature, that maintains separate accounts for each participant. The Plan was established to continue retirement plan accounts transferred or merged from qualified retirement plans of employers acquired by Fifth Third Bancorp (the “Bancorp”). The Plan was created initially on December 31, 2001 as a merger of the National Bank of Cynthiana Retirement Savings Plan (the “Cynthiana Plan”) and the 1^st National Bank of Falmouth Retirement Savings Plan (the “Falmouth Plan”). A person who was a participant in either the Cynthiana Plan or the Falmouth Plan on December 31, 2001 was a participant as of the close of business December 31, 2001. Upon the merger or transfer from a predecessor plan, an individual not already a participant but who has an account merged or transferred to this Plan becomes a participant. A “predecessor plan” is one that merges into the Plan or has account balances transferred to this Plan (other than at the election of a participant). The Plan is frozen and no employer or employee contributions of any type will be made to this Plan, other than rollover contributions, as described below. While employed by the Bancorp, participants in this Plan may contribute to the Plan a distribution received from another tax-qualified plan if the distribution qualifies as a rollover amount under the Internal Revenue Code. Amounts attributable to deductible employee contributions may not be rolled over to the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Administration—Fifth Third Bank, a wholly-owned subsidiary of the Bancorp, serves as the trustee of the Plan. The investment assets of the Plan are held in separate trust funds by Fifth Third Investment Advisors where such assets are managed.

Participant Accounts—Individual accounts are maintained for each Plan participant. Each participant’s account is credited with Plan earnings and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Funding and Vesting—The Plan is frozen and no employer or employee contributions of any type will be made to this Plan, other than rollover contributions, as described above.

Gains and losses under the Plan are valued on a daily basis.

The rights of participant accounts (including all sub-accounts) are fully vested and non-forfeitable at all times.

Termination—Although it has not expressed its intention to do so, the Bancorp has the right under the Plan to amend or terminate the Plan subject to the provisions set forth in ERISA.

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Benefits—The Plan provides for payment of benefits of accumulated vested amounts upon termination of employment. Benefits are generally payable in the form of lump-sum payments or periodic payments.

Benefits Payable—Benefits payable, consisting of amounts owed but not paid as of year-end for payments to terminated employees, are not recorded as a liability within the financial statements. There were no benefits payable at December 31, 2004 and 2003.

Tax Status—The Internal Revenue Service has determined and informed the Bancorp by a letter dated October 29, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). Therefore, no provision for income taxes has been included in the Plan’s financial statements.

Investment Options per the Related Prospectus:

Participants can direct their accounts to be invested in the following investment options:

• The Fifth Third Balanced Fund contains investments in common stock with a smaller percentage in bonds and cash equivalents.

• The Fifth Third Prime Money Market Fund contains investments in high quality commercial paper.

• The Fifth Third Stock Fund contains shares of the Bancorp common stock and short-term liquid investments.

• The Fifth Third Quality Growth Fund contains investments in common stocks that are perceived to be high quality.

• The Fifth Third Middle Capitalization Growth Fund contains investments in middle capitalization companies.

• The Fifth Third International Equity Fund contains investments in common stocks headquartered outside of the United States.

• The Fifth Third Technology Fund contains investments in stocks of established and emerging technology companies.

• The Fifth Third Large Capitalization Value Fund for Employee Benefit Plans contains investments in a highly diversified portfolio of stocks that are perceived to be undervalued in the market.

• The Fifth Third Core Fixed Income Fund for Employee Benefit Plans contains investments in investment grade securities.

• The Fifth Third BankSafe Trust invests in short-term liquid investments.

Participant Notes Receivable—New loans will not be granted under the Plan. Loans granted under a predecessor plan may be transferred to the Plan with the consent of the Plan administrator, provided the Plan administrator determines that all legal requirements and contributions as stated in the Plan document have been met. Loans may not exceed the lesser of $50,000 or 50% of the non-forfeitable

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portion of the participants account. Each loan, by its terms, is required to be repaid within five years unless the loan was used to purchase a participant’s primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate equal to the rate charged by the Bancorp on a similar loan as determined quarterly by the Plan administrator. Interest rates on loans at December 31, 2004 and 2003 were 5.75% - 10.0% and 5.75% - 10.5%, respectively. Principal and interest is paid by the participant through payroll deductions authorized by the participant.

Withdrawals—Subject to the Plan administrator’s sole and absolute discretion, certain participants are allowed to withdraw an amount not to exceed the total amount of that participant’s voluntary contributions for financial hardship purposes.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following are the significant accounting policies followed by the Plan:

General—The accounting records of the Plan are maintained on the accrual basis of accounting.

Valuation of Investments—Quoted market prices are used to value equity securities and mutual funds. The fair values of bonds are based on yields currently available on comparable securities of issuers with similar credit ratings. The fair value of collective funds is based on the fair market value of investments in the fund.

Management fees and operating expenses charged to the plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

Administrative Expenses—Administrative expenses of the Plan are paid by the Plan as provided in the Plan document.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Plan invests in various securities, which may include U.S. governmental securities, corporate debt instruments and corporate stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

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3. INVESTMENTS

Investments representing more than five percent of net assets at December 31, 2004 and 2003 are as follows:

	2004		2003
Fifth Third Balanced Fund*	$	2,524,563	2,846,721
Fifth Third Common Stock Fund*		2,019,852	2,648,921
Fifth Third Prime Money Market Fund*		794,491	885,983
Fifth Third Large Cap Value Fund for Employee Benefit Plans*		454,173	< 5%

*  Denotes a party-in-interest

The following table represents the net (depreciation) appreciation in fair value of investments for the Plan for the years ended December 31, 2004 and 2003:

	2004			2003
Net (depreciation) appreciation in fair value of investments:
Common stock of Fifth Third Bancorp*	$	(515,387	)	48,091
Collective Funds—fixed income and equity*		69,850		60,796
Mutual funds*		92,894		387,332
Total	$	(352,643	)	496,219

*  Denotes a party-in-interest

4. TRANSACTIONS WITH RELATED PARTIES

Fifth Third Bank provides the Plan with certain accounting and administrative services for which no fees are charged.

At December 31, 2004 and 2003 the Plan held 42,703 and 44,821 shares of the Bancorp’s common stock, respectively, with fair values of $2,019,852 and $2,648,921, respectively.

5. PLAN ASSETS FROM ACQUIRED COMPANIES

There were no amounts transferred into the Plan during the current year as a result of mergers and transfers of predecessor plans. During 2003, amounts transferred into the Plan as a result of mergers and transfers of predecessor plans were as follows:

Grand Premier Financial, Inc. Savings and Stock Plan	$	6,527,955
People’s Bank Stock Fund		93,565
USB ESOP		51,479
Total transfer of Plan assets from acquired companies	$	6,672,999

* * * * * *

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SUPPLEMENTAL SCHEDULE

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FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN

SCHEDULE H, PART IV, LINE4i—

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2004

No. of Shares	Asset Description	Current Market
	STOCK FUND:
42,703	*  Common Stock—Fifth Third Bancorp	$	2,019,852
	COLLECTIVE FUNDS:
58,397	*  Fifth Third Banksafe Trust		58,397
5,156	*  Fifth Third Core Fixed Income Fund for Employee Benefit Plans		298,118
7,519	*  Fifth Third Large Capitalization Value Fund for Employee Benefit Plans		454,173
	Total collective funds		810,688
	MUTUAL FUNDS:
199,728	*  Fifth Third Balanced Fund		2,524,563
794,491	*  Fifth Third Prime Money Market Fund		794,491
20,228	*  Fifth Third Quality Growth Fund		318,193
17,996	*  Fifth Third Middle Capitalization Growth Fund		267,245
15,787	*  Fifth Third International Equity Fund		169,393
11,876	*  Fifth Third Technology Fund		118,408
	Total mutual funds		4,192,293
	LOAN FUND:
	*  Participant Notes Receivable (Interest Rate 5.75-10.0%)		98,574
	TOTAL	$	7,121,407
	*  Party-in-interest

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