-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 M9KS6EuZIuOZ/q8HOx9zLjm19xn0sp4aqtLDx/VupcDxdYahI7ELHblwxeR8EOmh
 TZ3L1VsGCuEBB2Yaen5Llw==

<SEC-DOCUMENT>0001021408-02-008106.txt : 20020610
<SEC-HEADER>0001021408-02-008106.hdr.sgml : 20020610
<ACCEPTANCE-DATETIME>20020607092554
ACCESSION NUMBER:		0001021408-02-008106
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020606
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		
FILED AS OF DATE:		20020607

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIFTH THIRD BANCORP
		CENTRAL INDEX KEY:			0000035527
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				310854434
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-08076
		FILM NUMBER:		02672921

	BUSINESS ADDRESS:	
		STREET 1:		38 FOUNTAIN SQ PLZ
		STREET 2:		FIFTH THIRD CENTER
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45263
		BUSINESS PHONE:		5135795300
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
<PAGE>

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    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): June 7, 2002


                               FIFTH THIRD BANCORP
             (Exact name of registrant as specified in its charter)

               Ohio                       0-8076                31-0854434
   (State or other jurisdiction         (Commission            (IRS Employer
         of incorporation)              File Number)         Identification No.)

              Fifth Third Center
   38 Fountain Square Plaza, Cincinnati, Ohio                     45263
     (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)


================================================================================

<PAGE>

Item 7.  Financial Statements and Exhibits

         Exhibit 99.1 - Management Discussion of Trends

Item 9.  Regulation FD Disclosure

     To assist investors, financial analysts and other interested parties in
their analysis of Fifth Third Bancorp, the Registrant developed the document
attached as Exhibit 99.1 to this Form 8-K. This document, incorporated herein by
reference, is furnished, not filed.



                                   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)



June 7, 2002                                   /s/ Neal E. Arnold
                                               ------------------------------
                                               Neal E. Arnold
                                               Executive Vice President
                                               and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>MANAGEMENT DISCUSSION OF TRENDS
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

     Fifth Third Bancorp has developed the document attached as Exhibit 99.1
containing a general trend overview of Fifth Third's objectives, financial
condition and results of operations for the second quarter of 2002.

                                    * * * * *

                         Management Discussion of Trends

Service Income

In general, management expects growth trends in service income categories to
continue at strong levels. Specifically, by major category:

Electronic Payment Processing

Fifth Third believes that recent year-over-year growth rates in excess of 25
percent, exclusive of the impact of the acquisition of Universal Companies
(USB), $85 million on an annualized proforma basis to Fifth Third's 2001
operating revenues, are sustainable in the near term given revenue growth
potential from new products and continued momentum in attracting new significant
relationships. Second quarter Electronic Payment Processing revenues are
expected to exhibit strong year-over-year and sequential quarter annualized
growth.

Investment Advisory

Management expects second quarter investment advisory revenues to exhibit a low
double-digit growth rate over the second quarter of 2001 on the strength of
continued growth in non-market sensitive businesses.

Other Services

...    Retail and Commercial deposit account service revenues are expected to
     produce mid double-digit year-over-year growth rates as deposit account
     sales campaigns have continued to generate significant numbers of new
     accounts in all of our markets.

...    Commercial treasury management service revenues are expected to continue at
     recent accelerated year-over-year growth rates fueled by Fifth Third's
     emphasis on deposit accounts as the core commercial relationship product,
     and the success of new comprehensive cash management products.

...    Mortgage banking revenues are expected to exhibit declines on a
     year-over-year basis reflective of the divestiture of out-of-market and
     sub-prime origination capacity as well as declines in the pace of
     originations and refinancing activity.

Expenses

...    Second quarter operating expenses are expected to be essentially flat
     year-over-year on an operating basis. Realized operating synergies related
     to recent acquisitions are mitigated by the addition of sales officers in
     the Investment Advisory division, incremental expenses associated with the
     acquisition of USB ($80 million on an annualized proforma basis to Fifth
     Third's 2001 operating expenses) and the addition of back-office personnel
     in response to

<PAGE>

     increased transaction volumes. Second quarter operating expenses relative
     to the same period in 2001 also exhibit a reduction related to the
     implementation of Statement of Financial Accounting Standards No. 142
     (approximately $40 million on an annualized basis included in 2001
     operating expenses).

Balance Sheet Trends and Net Interest Income

Management expects high single-digit percentage growth in net interest income
over last year's second quarter and a relatively stable net interest margin in
the near term. Margin trends in later periods will be dependant upon the
magnitude of loan demand and the path of interest rates in the overall economy.
Other balance sheet trends:

...    Average total loans and leases and earning assets are exhibiting better
     than expected growth. On an annualized basis from first quarter levels,
     total loans and leases are expected to post high single digit percentage
     growth.

...    Outstanding trends in the mix of deposits are expected to continue in the
     near term, highlighted by sequential and year-over-year transaction deposit
     growth rates similar to the first quarter of 2002.

...    Lower overall funding costs on a year-over-year basis due to lower interest
     rates in all categories.

...    Fifth Third's deposit pricing remains highly competitive with financial
     market conditions.

...    Fifth Third plans to continue its efforts to strengthen the balance sheet
     and improve liquidity through the securitization of certain
     interest-sensitive assets. Late in June, Fifth Third expects to securitize
     approximately $750 million in residential mortgage loans. Average loan and
     lease balances should not be materially affected given the anticipated
     transaction date and no significant net gain or loss is expected from the
     transaction.

Credit Quality

With the tendency for credit cycles to lag economic recovery, we are realistic
about credit quality trends throughout the industry and at Fifth Third. Fifth
Third's long history of low exposure limits, avoidance of national or sub-prime
lending businesses, centralized risk management, and diversified portfolio
position us well to effectively weather cycles and reduce the likelihood of
significant unexpected losses. Second quarter credit quality metrics are
expected to be indicative of noticeable trend improvement in the financial
condition of consumers and middle-market commercial customers within the Bank's
Midwestern footprint.

...    Second quarter net charge-offs are expected to be in the mid 40 bp level
     compared to the 49 bp seen last quarter.

...    The amount of nonperforming assets as a percentage of loans and leases is
     expected to be in the range of 55-60 bp, consistent with last quarter's
     57 bp.

<PAGE>

Other

...    Fifth Third will report second quarter earnings on July 16, 2002 prior to
     the market opening and will again host a conference call to be held the
     morning of the release.

                                    * * * * *

This document contains forward-looking statements about Fifth Third Bancorp
which we believe are within the meaning of the Private Securities Litigation
Reform Act of 1995. This document contains certain forward-looking statements
with respect to the financial condition, results of operations, plans,
objectives, future performance and business of Fifth Third including statements
preceded by, followed by or that include the words "believes," "expects,"
"anticipates" or similar expressions. These forward-looking statements involve
certain risks and uncertainties. There are a number of important factors that
could cause future results to differ materially from historical performance and
these forward-looking statements. Factors that might cause such a difference
include, but are not limited to: (1) competitive pressures among depository
institutions increase significantly; (2) changes in the interest rate
environment reduce interest margins; (3) prepayment speeds, loan sale volumes,
charge-offs and loan loss provisions; (4) general economic conditions, either
national or in the states in which Fifth Third does business, are less favorable
than expected; (5) legislative or regulatory changes adversely affect the
businesses in which Fifth Third is engaged; (6) changes in the securities
markets. Further information on other factors which could affect the financial
results of Fifth Third are included in Fifth Third's filings with the Securities
and Exchange Commission. These documents are available free of charge at the
Commission's website at http://www.sec.gov and/or from Fifth Third.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
