SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lee Bruce K

(Last)

(First)

(Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI

45263

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2005

3. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [ FITB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	77.682	I	by 401(k)
Common Stock	12,217	I	by Trust⁽¹⁾
Common Stock	1,861	I	by Trust⁽²⁾
Common Stock	472	I	by Spouse
Common Stock	200	I	by Son
Common Stock	200	I	by Son

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase	01/01/2001	01/01/2006	Common Stock	3,043	$15.6426	D
Option to Purchase	03/09/2001	01/01/2007	Common Stock	2,871	$19.5925	D
Option to Purchase	03/09/2001	07/07/2007	Common Stock	3,828	$19.5925	D
Option to Purchase	03/09/2001	01/01/2008	Common Stock	2,871	$24.5611	D
Option to Purchase	03/09/2001	05/12/2008	Common Stock	19,140	$23.2759	D
Option to Purchase	03/09/2001	01/01/2009	Common Stock	9,570	$31.348	D
Option to Purchase	03/09/2001	01/03/2010	Common Stock	10,527	$42.3197	D
Option to Purchase	03/09/2001	01/02/2011	Common Stock	10,527	$54.6708	D
Option to Purchase	04/22/2002⁽³⁾	04/22/2012	Common Stock	15,000	$68.01	D
Option to Purchase	03/28/2003⁽⁴⁾	03/28/2013	Common Stock	25,000	$51.46	D
Stock Appreciation Right	04/19/2008	04/19/2014	Common Stock	28,750	$54.4	D
Stock Appreciation Right	04/08/2005⁽⁵⁾	04/08/2015	Common Stock	34,615	$42.9	D
Phantom Stock⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	2,407.2596	⁽⁷⁾	D

Explanation of Responses:

1. A revocable Trust of which the reporting person is the grantor.

2. An irrevocable Trust of which the reporting person's minor children are the beneficiaries.

3. Indicates grant date. Options are exerciseable as follows: 25% six months from grant; 50% one year from grant; 75% two years from grant; and 100% three years from grant.

4. Indicates grant date. Options are exercisable as follows: 25% one year from grant; 50% two years from grant; 75% three years from grant; and 100% four years from grant.

5. Indicates grant date. Stock appreciation rights are exerciseable as follows: 25% one year from grant; 50% two years from grant; 75% three years from grant; and 100% four years from grant.

6. Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.

7. The units are to be settled in Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment.

Remarks:

	Paul L. Reynolds, Attorney-in-Fact for Bruce K. Lee	07/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.