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

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                                    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): April 2, 2001
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                               Fifth Third Bancorp
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             (Exact name of registrant as specified in its charter)


         Ohio                           000-08076             31-0854434
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    (State or other jurisdiction       (Commission           (IRS Employer
         of incorporation)             File Number)        Identification No.)

                               Fifth Third Center
                38 Fountain Square Plaza, Cincinnati, Ohio 45263
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               (Address of principal executive offices) (Zip Code)




       Registrant's telephone number, including area code: (513) 579-5300
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                                       N/A
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          (Former name or former address, if changed since last report)



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Item 2. Acquisition or Disposition of Assets.

         As previously reported in Item 5 of Fifth Third Bancorp's Current
Reports on Form 8-K filed on November 20, 2000, as amended on January 30, 2001,
and March 6, March 9, and March 14, 2001, Fifth Third and Old Kent Financial
Corporation entered into an Agreement and Plan of Merger on November 20, 2000,
and an Amended and Restated Agreement and Plan of Merger on January 16, 2001,
pursuant to which Old Kent would be merged with and into Fifth Third Financial
Corporation, a wholly-owned subsidiary of Fifth Third. These reports contained
copies of the Agreement and Plan of Merger, Stock Option Agreement, Amended and
Restated Agreement and Plan of Merger, Press Release dated November 20, 2000,
Press Release dated March 8, 2001, Press Release dated March 13, 2001, Unaudited
Pro Forma Condensed Combined Financial Information and Unaudited Condensed Pro
Forma Financial Statement Information and Supplemental Financial Data. This
transaction closed on April 2, 2001. A copy of the Press Release issued by Fifth
Third on April 2, 2001 is attached hereto as Exhibit 99.1.

         This report is being filed to report the consummation of this
transaction in this Item 2 and to include Old Kent's year end audited financial
information for the years ended December 31, 2000. Unaudited pro forma financial
information for this transaction was filed previously in Fifth Third's Current
Reports filed on January 30, and March 6, 2001.


Item 7. Financial Statements and Exhibits

         (a)      Financial statements of business acquired

                  The Old Kent Financial Corporation Consolidated Financial
                  Statements for the Three Years in the Period Ended December
                  31, 2000 are included in Exhibit 99.2 attached hereto and
                  incorporated herein, as follows:

                      -  Report of Independent Public Accountants

                      -  Consolidated Balance Sheets as of December 31, 2000
                         and 1999

                      -  Consolidated Statements of Income for the Years Ended
                         December 31, 2000, 1999 and 1998

                      -  Consolidated Statements of Cash Flows for the Years
                         Ended December 31, 2000, 1999 and 1998

                      -  Consolidated Statements of Shareholders' Equity for the
                         Years Ended December 31, 2000, 1999 and 1998

                      -  Notes to Consolidated Financial Statements

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         (b)      Pro forma financial information

                  Previously filed in Fifth Third's Current Reports on Form
                  8-K/A and 8-K filed with the SEC on January 30, and March 6,
                  2001, respectively.


         (c)      Exhibits

                  Exhibit No.
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                  2.1      Agreement and Plan of Merger dated as of November 20,
                           2000 by and between Fifth Third Bancorp and Old Kent
                           Financial Corporation (omitting schedules and
                           exhibits). Incorporated by reference to Fifth Third's
                           Current Report on Form 8-K filed with the SEC on
                           November 20, 2000.*

                  2.2      Amended and Restated Agreement and Plan of Merger
                           dated as of January 16, 2001 by and among Old Kent
                           Financial Corporation, Fifth Third Bancorp and Fifth
                           Third Financial Corporation (omitting schedules and
                           exhibits). Incorporated by reference to the Amendment
                           filed with the SEC on January 30, 2001 to Fifth
                           Third's Current Report on Form 8-K originally filed
                           with the SEC on November 20, 2000.*

                  4.1      Stock Option Agreement dated as of November 20, 2000
                           by and between Old Kent Financial Corporation, as
                           Issuer, and Fifth Third Bancorp, as Grantee.
                           Incorporated by reference to Fifth Third's Current
                           Report on Form 8-K filed with the SEC on November 20,
                           2000.*

                  23.1     Consent of Arthur Andersen LLP.

                  99.1     Press Release dated April 2, 2001.

                  99.2     Old Kent Financial Corporation Consolidated Financial
                           Statements for the Three Years in the Period
                           Ended December 31, 2000.

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                  *        Incorporated by Reference.

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                                   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)


April 4, 2001                             /s/ Neal E. Arnold
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                                          Neal E. Arnold
                                          Executive Vice President
                                          and Chief Financial Officer