SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                                 (RULE 13d-102)

           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
      RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
             RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 1)

                               Mercury Air Group
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- -----------------------------------------------------------------------
                         (Title of Class of Securities)

                                   589354406
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 10, 2004
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                [X] Rule 13d-1(b)
                [ ] Rule 13d-1(c)
                [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page. Fifth Third Bank is the successor to
Old Kent Bank. Fifth Third Financial Corporation is the successor to Old Kent
Financial Corporation.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.

                                Page 1 of 7 pages





CUSIP No. 589354406
          ---------
Schedule 13G
Page 2 of 7 Pages

(1)   Names of Reporting Persons I.R.S. Identification No. of Above Persons
      (Entities Only)

      FIFTH THIRD BANCORP                                         31-0854434

(2)   Check the Appropriate Box if a Member of a Group*
      (a) [ ]
      (b) [ ]

(3)   SEC Use Only

(4)   Citizenship or Place of Organization                           OHIO

This report relates to beneficial holdings by Fifth Third Bancorp, through
several of its subsidiaries, of outstanding shares of the Common Stock of the
Issuer. The following tabulations set forth the shares with respect of which
voting rights are held or shared and those shares to which there is dispositive
power. The following are held in fiduciary accounts in Fifth Third Bancorp's
subsidiaries and are deemed beneficially owned:


Number of Shares Beneficially Owned by Each Reporting Person With:

(5)          Sole Voting Power                    0 shares

(6)          Shared Voting Power                  0 shares

(7)          Sole Dispositive Power               0 shares

(8)          Shared Dispositive Power             0 shares

(9)    Aggregate Amount Beneficially Owned by Each Reporting Person
                                        0

(10)   Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ]

       Fifth Third Bancorp, through fiduciary accounts held in its subsidiaries,
       has neither voting power nor dispositive power with respect to an
       additional shares which are not deemed to be beneficially owned.

(11)   Percent of Class Represented by Amount in Row 9                    0 %

(12)   Type of Reporting Person*                                            HC




Securities and Exchange Commission
Schedule 13G
Page 3 of 7 pages

ITEM 1(a).           NAME OF ISSUER:

                     Mercury Air Group

ITEM 1(b).           ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                     5456 McConnell Avenue
                     Los Angeles, CA 90066

ITEM 2(a).           NAME OF PERSON FILING:

                     Fifth Third Bancorp

ITEM 2(b).           ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
                     RESIDENCE:

                     Fifth Third Center, Cincinnati, Ohio 45263

ITEM 2(c).           CITIZENSHIP:

                     Ohio

ITEM 2(d).           TITLE OF CLASS OF SECURITIES:

                     Common Stock

ITEM 2(e).           CUSIP NUMBER:

                     589354406







Securities and Exchange Commission
Schedule 13G
Page 4 of 7 pages

ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
         (c), CHECK WHETHER THE PERSON FILING IS A:

                (a) [ ] Broker or dealer registered under Section 15 of the Act;

                (b) [ ] Bank as defined in Section 3(a)(6) of the Act;

                (c) [ ] Insurance company as defined in Section 3(a)(19) of the
                        Act;

                (d) [ ] Investment company registered under Section 8 of the
                        Investment Company Act;

                (e) [ ] Investment adviser in accordance with Rule 13d-
                        1(b)(1)(ii)(E);

                (f) [ ] Employee benefit plan or endowment fund in accordance
                        with Rule 13d-1(b)(1)(ii)(F);

                (g) [X] Parent holding company or control person in accordance
                        with Rule 13d-1(b)(1)(ii)(G);

                (h) [ ] Savings association as defined in Section 3(b) of the
                        Federal Deposit Insurance Act;

                (i) [ ] Church plan that is excluded from the definition of an
                        investment company under Section 3(c)(14) of the
                        Investment Company Act;

                (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).






Securities and Exchange Commission
Schedule 13G
Page 5 of 7 pages

ITEM 4.   OWNERSHIP

          This report relates to beneficial holdings by Fifth Third Bancorp,
          through several of its subsidiaries, of outstanding shares of the
          Common Stock of the Issuer. The following tabulations set forth the
          shares with respect of which voting rights are held or shared and
          those shares to which there is dispositive power. The following are
          held in fiduciary accounts in Fifth Third Bancorp's subsidiaries and
          are deemed beneficially owned:

          (a)  Amount Beneficially Owned:              0 shares

          (b)  Percent of Class:                       0 %

          (c)  Number of shares as to which such person has:


                                                                      
              (i)     Sole power to vote or to direct the vote                 0  shares
              (ii)    Shared power to vote or to direct the vote               0  shares
              (iii)   Sole power to dispose or to direct the disposition of    0  shares
              (iv)    Shared power to dispose or to direct the disposition of  0  shares



ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

          If this statement is being filed to report the fact that as of the
          date hereof the reporting person has ceased to be the beneficial owner
          of more than five percent of the class of securities, check the
          following. [X]

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

          n/a



Securities and Exchange Commission
Schedule 13G
Sage 6 of 7 pages

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
          SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY


          Fifth Third Bancorp, as parent holding company of the subsidiaries
          listed below, has filed this schedule. The subsidiaries are filing in
          accordance with Rule 13d-1(b)(1)(ii)(G).

          Subsidiary                           Item 3 Classification
          ----------------------------------------------------------

          Fifth Third Bank                                Bank
          Fifth Third Bank (Michigan)                     Bank
          Fifth Third Asset Management, Inc.              Investment Adviser

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

          Not Applicable

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP

          Not Applicable


Securities and Exchange Commission
Schedule 13G
Page 7 of 7 pages

ITEM 10.  CERTIFICATIONS

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were acquired and are held in
          the ordinary course of business and were not acquired and are not held
          for the purpose of or with the effect of changing or influencing the
          control of the issuer of the securities and were not acquired and are
          not held in connection with or as a participant in any transaction
          having that purpose or effect.

                                      SIGNATURE


          After reasonable inquiry and to the best of my knowledge and belief, I
          certify that the information set forth in this statement is true,
          complete and correct


                   Fifth Third Bancorp

                   /s/ Neal E. Arnold                 December 10, 2004
                   -------------------------------------------------------------
                   Executive Vice President, CFO      Today's Date
                   Fifth Third Bancorp