SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON,D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 16)*

                           FIFTH THIRD BANCORPORATION
               --------------------------------------------------
                                (Name of Issuer)

                          COMMON STOCK, $6.66 PAR VALUE
            ---------------------------------------------------------
                         (Title of Class of Securities)

                                    316773100
               ---------------------------------------------------
                                 (CUSIP Number)

*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.

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 (however, see the
Notes).



CUSIP      316773100                                             13G page 2 of 6

--------------------------------------------------------------------------------
[1]   Name of Reporting Persons S.S. or I.R.S. Identification Nos.

                   CINCINNATI FINANCIAL CORPORATION 31-0746871
--------------------------------------------------------------------------------
[2]   Check the Appropriate Box if a Member of a  Group
                    (a) __________
                    (b) __________
--------------------------------------------------------------------------------
[3]  SEC Use Only

--------------------------------------------------------------------------------
[4]  Citizenship or Place of Organization

                                 FAIRFIELD, OHIO
--------------------------------------------------------------------------------
                         [5] Sole Voting Power               72,870,560*

Number of                -------------------------------------------------------
Shares                   [6] Shared Voting Power                 -0-
Beneficially
Owned By                 -------------------------------------------------------
Each                     [7] Sole Dispositive Power          72,870,560
Reporting
Person                   -------------------------------------------------------
With                     [8] Shared Dispositive Power            -0-

--------------------------------------------------------------------------------
[9] Aggregate Amount Beneficially Owned By Each Reporting Person

                                   72,870,560
--------------------------------------------------------------------------------
[10] Check Box
If the Aggregate Amount in Row [9] Excludes Certain Shares

                                       N/A
--------------------------------------------------------------------------------
[11] Percent of Class Represented by Amount in Row 9

                                      13.0%
--------------------------------------------------------------------------------
[12] Type of Reporting Person*

                                 PH, IC, IA, EP
--------------------------------------------------------------------------------



                                                                 13G Page 3 of 6

Item 1 (a) Name of Issuer:     FIFTH THIRD BANCORPORATION

Item 1 (b) Address of issuer's Principal Executive Offices:
                           38 FOUNTAIN SQUARE PLAZA
                           CINCINNATI, OHIO  45263

Item 2 (a)  Name of Person Filing:  CINCINNATI FINANCIAL CORPORATION

Item 2 (b)  Address of Principal Business Office:
                           6200 SOUTH GILMORE RD.
                           FAIRFIELD, OHIO  45014-5141

Item 2 (c)  Citizenship:   OHIO

Item 2 (d) Title of Class of Securities:
                       COMMON STOCK, $6.66 PAR VALUE

Item 2 (e)  CUSIP Number:
                                   316773100

                                   Item 3. Type of Reporting Person

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

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

(c)   [X ]   Insurance Company as defined in sections 3(a) (19) of the Act

(d)   [  ]   Investment Company registered under section 8 of the Investment
              Company Act

(e)   [X ]   Investment Adviser registered under section 203 of
              the Investment Advisers Act of 1940

(f)   [X ]   Employees Benefit Plan, Pension Fund which is
              subject to the provisions of the Employee Retirement
              Income Security Act of 1947 or Endowment Fund

(g)   [ X]   Parent Holding Company, in accordance with 240.13d-b (ii) (G)

(h)   [  ]   Group, in accordance with 240.13d-1 (b) (1) (ii) (H)



                                                                 13G page 4 of 6

            Item 4. Ownership:

(a)   Amount Beneficially Owned: 72,870,560

(b)   Percent of Class:            13.0%

(c)   Number of Shares as to which CFC has:

  (i) sole power to vote or to direct the vote
      ..................................................       72,870,560

  (ii) shared power to vote or to direct the vote
       .................................................           -0-

  (iii) sole power to dispose or to direct
         the disposition of.............................       72,870,560

  (iv) shared power to dispose or to direct
        the disposition of..............................           -0-

            Item  5. Ownership of Five Percent or less of A Class:

                                       N/A

            Item  6. Ownership of More than Five Percent on Behalf of Another
                      person.

                                       N/A



                                                                 13G page 5 of 6

     Item 7.  Identification and Classification of the Subsidiary which Acquired
              the Security Being Reported on by the parent Holding Company:

This Schedule 13G is being filed by the Cincinnati Financial Corporation for
itself or, if item 3(g) has been checked, as a parent holding company with
respect to the holding of its following subsidiaries:

      [X ]   Cincinnati Financial Corporation (31-0746871), a parent holding
             company, in accordance with 240.13d-(b) (ii) (G)

      [X ]   Cincinnati Insurance Company (31-0542366), an
             insurance company as defined in sections 9 (a) (19) of
             the Act

      [X ]   Cincinnati Casualty Company (31-0826946), an
             insurance company as defined in sections 3 (a) (19) of
             the Act

      [X ]   Cincinnati Life Insurance Company (31-1213778), an insurance
             company as defined in sections 3 (a) (19) of the Act

      [X ]   Cincinnati Financial Retirement Plan Trust (31-0746871), an
             employee benefit plan, pension fund which is subject to the
             provisions of the Employee Retirement Income Security Act
             of 1947 or Endowment Fund

      [X ]   CinFin Capital Management (31-1596849), an Investment Adviser
             registered under section 203 of the Investment Advisers Act of 1940



                                                                 13G Page 6 of 6

Item 8.   Identification and Classification of Members of the Group:

Item 9.   Notice of Dissolution of Group:

Item 10.  Certification:

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

            Date: FEBRUARY 10, 2005

            The Cincinnati Financial Corporation
                /s/ Kenneth W. Stecher
            By  __________________________
                Kenneth W. Stecher
                Chief Financial Officer

            *THIS STOCK IS HELD IN CUSTODY BY THE FIFTH THIRD BANK OR PNC BANK,
            OHIO N.A OR CHARLES SCHWAB INSTITUTIONAL.