FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SCHAEFER GEORGE A JR   2. Issuer Name and Ticker or Trading Symbol FIFTH THIRD BANCORP [FITB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 38 FOUNTAIN SQUARE PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 04/21/2005 (Street) CINCINNATI, OH 45263 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/21/2005   J(1)   108,000 (1) (2) D (1) 240,000 (2) I by FLP (1) Common Stock 04/21/2005   J(1)   108,000 (1) (2) A (1) 240,000 (2) I by FLP (1) Common Stock               681,976.2692 D   Common Stock               39,243 I by Spouse Common Stock               61,759 I by Trusts (3) Common Stock               61,759 I by Trusts (4) Common Stock               1,413.7892 I by 401(K)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHAEFER GEORGE A JR 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OH 45263	X		President & CEO

Signatures

Paul L. Reynolds, Attorney-in-Fact for George A. Schaefer, Jr.		04/25/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The reported securities are held by a family limited partnership of which the reporting person and his spouse are the only partners (the "FLP"). On April 21, 2005, the reporting person sold a 45% interest in the FLP to a trust of which the reporting person is the grantor and his wife is one of the beneficiaries (the "Trust") for an aggregate purchase price of $2,761,914.95. As a result of this transaction the reporting person, his spouse and the Trust are the only partners in the FLP and the reporting person continues to have an indirect ownership interest in all of the FLP interests and the underlying shares of Fifth Third Bancorp common stock.
(2)	The 108,000 shares reflected relate to the 45% interest in the FLP that was transferred by the reporting person to the Trust. No shares have been sold in this transaction and, consequently, the number of shares held by the FLP remains at 240,000 shares.
(3)	Various Grantor Retained Annuity Trusts ("GRATs") of which the Reporting person is a beneficiary.
(4)	Various GRATs of which the Reporting person's spouse is a beneficiary.

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