8-K

UNITED STATES

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): September 26, 2005

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 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 1.01 Entry into a Material Definitive Agreement.

On September 26, 2005, Fifth Third Bancorp issued a press release announcing that it had entered into an agreement with R. Mark Graf, its Chief Financial Officer and Senior Vice President, regarding his resignation as an officer and employee of the Registrant. Under the terms of the agreement, Mr. Graf has indicated that he will resign on the earlier of: (1) two weeks after a new Chief Financial Officer is named by Fifth Third, or (2) January 31, 2006. In exchange for his current salary, Mr. Graf will provide transition, advisory and consulting services to Fifth Third for a period of twelve months after his resignation. After that twelve month period, Mr. Graf may continue to provide advisory services to Fifth Third for a period of up to an additional six months or until he secures other employment and therefore cannot provide advisory services to Fifth Third, whichever occurs first, in exchange for the Registrant providing him with 75% of his current salary during the period he continues in an advisory capacity. Mr. Graf will be eligible to receive Fifth Third’s health and dental benefits while he is receiving payments as an advisor to Fifth Third. Under the agreement Mr. Graf is subject to customary restrictions on solicitation and use of proprietary information.

A copy of the above-referenced press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

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

As disclosed in Item 1.01 above, on September 26, 2005, Fifth Third announced that it had entered into an agreement with R. Mark Graf, its Chief Financial Officer and Senior Vice President, regarding his resignation as an officer and employee of the Registrant. Under the terms of the agreement, Mr. Graf has indicated that he will resign on the earlier of: (1) two weeks after a new Chief Financial Officer is named by Fifth Third, or (2) January 31, 2006.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press release dated September 26, 2005.

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)
September 26, 2005	By:	/S/ GEORGE A. SCHAEFER, JR.
		George A. Schaefer, Jr.
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

News Release

CONTACT:
Debra DeCourcy, APR	FOR IMMEDIATE RELEASE
513 534-4153	September 26, 2005

Fifth Third Bancorp CFO Tenders Resignation

Cincinnati – Fifth Third Bancorp (Nasdaq: FITB) today announced that its Chief Financial Officer, R. Mark Graf, has tendered his resignation in order to pursue other career opportunities.

Mr. Graf noted, “I have enjoyed my time at Fifth Third and feel good about the executive team assembled to lead the company going forward. However, for personal reasons, I am regrettably compelled to make this difficult decision. In order to ensure a smooth transition for both the management team and shareholders, I have agreed to the company’s request that I remain in my current role while a search is conducted for a new CFO.”

Speaking on behalf of Fifth Third, George A. Schaefer, Jr., President and CEO, said, “I want to take this opportunity to thank Mark for his contribution to Fifth Third. I join the rest of the management team in saying that, while he will be missed, we respect his decision and look forward to continuing to work with him while we search for his successor. Schaefer continued, “We have begun an executive search for a new CFO and remain fully committed to open and transparent communications with the investment community.”

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $103.2 billion in assets, operates 17 affiliates with 1,106 full-service Banking Centers, including 125 Bank Mart^® locations open seven days a week inside select grocery stores and 2,012 Jeanie^® ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia and Pennsylvania. The financial strength of Fifth Third’s Ohio and Michigan 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 among 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. Fifth Third’s common stock is traded through the NASDAQ^® National Market System under the symbol “FITB.” Member FDIC.

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