Current Report


Washington, D.C. 20549








Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 23, 2005




(Exact name of registrant as specified in its charter)



Ohio   0-8076   31-0854434

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)


Fifth Third Center

38 Fountain Square Plaza, Cincinnati, Ohio

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (513) 534-5300


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 7.01. Regulation FD Disclosure


Fifth Third Bancorp today began mailing to its shareholders its Notice of Annual Meeting of Shareholders, Proxy Statement and its 2004 Annual Report to Shareholders. The 2004 Annual Report to Shareholders is attached hereto as Exhibit 13. You may also view these documents on Fifth Third Bancorp’s web site at under about Fifth Third/Investor Relations. The information in this Form 8-K and Exhibit 13 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.


Item 9.01. Financial Statements and Exhibits


Exhibit 13   –  2004 Annual Report to Shareholders of Fifth Third Bancorp.




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.





February 23, 2005


/s/ R. Mark Graf


R. Mark Graf

Senior Vice President and Chief Financial Officer