-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001021408-02-008968.txt : 20020628
<SEC-HEADER>0001021408-02-008968.hdr.sgml : 20020628
<ACCEPTANCE-DATETIME>20020628170954
ACCESSION NUMBER:		0001021408-02-008968
CONFORMED SUBMISSION TYPE:	11-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020628

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:		11-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-08076
		FILM NUMBER:		02692117

	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>11-K
<SEQUENCE>1
<FILENAME>d11k.txt
<DESCRIPTION>FORM 11-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 11-K

               [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
              SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                For the transition period from ______________to


                         Commission file number 0-12216


            A. Full title of the plan and the address of the plan, if
                 different from that of the issuer named below:
                              OLD KENT THRIFT PLAN
                38 Fountain Square Plaza, Cincinnati, Ohio 45263


          B. Name of issuer of the securities held pursuant to the plan
               and the address of its principal executive office:
                               FIFTH THIRD BANCORP
                38 Fountain Square Plaza, Cincinnati, Ohio 45263

<PAGE>

                        FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements and exhibits are filed as part of this annual
report:

          Exhibit 23          Independent Auditors' Consent

          Exhibit 23.1        Consent of Independent Public Accountants

          Exhibit 99          Financial Statements for the years ended December
                              31, 2001 and 2000 and Supplemental Schedule as of
                              December 31, 2001 for the Old Kent Thrift Plan



                                   SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                     OLD KENT THRIFT PLAN


                                     By: Fifth Third Bank, a Michigan banking
                                         corporation, Trustee

Date:  June 28, 2002                 By: /s/ Paul L. Reynolds
                                         --------------------
                                         Paul L. Reynolds
                                         Assistant Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>dex23.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENT
<TEXT>
<PAGE>

                                                                      Exhibit 23


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No.
333-63518 of Fifth Third Bancorp on Form S-8 of our report dated June 21, 2002,
appearing in this Annual Report on Form 11-K of the Old Kent Thrift Plan for the
year ended December 31, 2001.

/s/ Deloitte & Touche LLP
Cincinnati, Ohio
June 28, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>
<PAGE>


                                                                    Exhibit 23.1


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


The Registrant was unable to obtain the written consent of Arthur Andersen LLP
to incorporate by reference in this filing its report dated May 29, 2001 for the
period ended December 31, 2000. The absence of such consent may limit recovery
from Arthur Andersen by investors related to any claims that they may assert as
a result of the audit performed by Arthur Andersen.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>dex99.txt
<DESCRIPTION>FINANCIAL STATEMENTS-OLD KENT THRIFT PLAN
<TEXT>
<PAGE>

                                                                      Exhibit 99



Old Kent Thrift Plan

Financial Statements for the Years Ended
December 31, 2001 and 2000 and Supplemental
Schedule as of December 31, 2001
and Independent Auditors' Report for Inclusion in the
Annual Report (Form 5500) to the Internal
Revenue Service

<PAGE>

OLD KENT THRIFT PLAN

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
FOR THE OLD KENT THRIFT PLAN
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             Page
<S>                                                                                           <C>
INDEPENDENT AUDITORS' REPORT                                                                   1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                                       2

FINANCIAL STATEMENTS:

   Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000            3

   Statements of Changes in Net Assets Available for Benefits for the Years Ended
     December 31, 2001 and 2000                                                                4

   Notes to Financial Statements for the Years Ended December 31, 2001 and 2000                5

SUPPLEMENTAL SCHEDULE

   Schedule H, Part IV, Line 4i -
     Schedule of Assets Held for Investment Purposes as of December 31, 2001                  10

SUPPLEMENTAL SCHEDULES OMITTED - The following supplemental schedules are
   omitted because of the absence of conditions under which they are required:

   Assets Acquired and Disposed Within the Plan Year

   Party-In-Interest Transactions

   Obligations in Default

   Leases in Default

   Reportable Transactions - Single Transactions

   Reportable Transactions - Series of Transactions

</TABLE>

<PAGE>

INDEPENDENT AUDITORS' REPORT

Fifth Third Bancorp and the Trustees of the Old Kent Thrift Plan:

We have audited the accompanying statement of net assets available for benefits
of the Old Kent Thrift Plan (the "Plan") as of December 31, 2001, and the
related statement of changes in net assets available for benefits for the year
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the 2001 financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2001, and the changes in its net assets available for benefits for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.

Our audit was made for the purpose of forming an opinion on the basic 2001
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2001, is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic 2001 financial statements and, in
our opinion, is fairly stated in all material respects in relation to the basic
2001 financial statements taken as a whole.

As discussed in Note 4, effective December 31, 2001, the Plan was merged into
the Fifth Third Bancorp Master Profit Sharing Plan.



/s/  Deloitte & Touche LLP

Cincinnati, Ohio
June 21, 2002

<PAGE>

This report is a copy of a previously issued Arthur Andersen LLP report which
has not been reissued by Arthur Andersen LLP.


                    Report of Independent Public Accountants


To the Plan Administrator of the
Old Kent Thrift Plan:


We have audited the accompanying statements of net assets available for benefits
of the OLD KENT THRIFT PLAN as of December 31, 2000 and 1999, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements and the schedule referred to below are the
responsibility of the Plan's administrator. Our responsibility is to express an
opinion on these financial statements and the schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.


/s/  Arthur Andersen LLP


Chicago, Illinois,
May 29, 2001.


<PAGE>

OLD KENT THRIFT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

ASSETS                                                                2001                2000
<S>                                                             <C>                  <C>
CASH                                                            $    864,552         $    511,292

INVESTMENTS, At fair value:

  Collective investment funds                                     64,719,294           81,992,935
  Mutual funds                                                    64,470,336           62,019,705
  Securities of employer                                         116,976,181          139,459,663
  Notes receivable from participants                               3,222,165            4,655,234
                                                                ------------         ------------
           Total investments                                     249,387,976          288,127,537
                                                                ------------         ------------

RECEIVABLES
   Sales of investments                                              425,543               -
   Accrued investment income                                         439,605               -
                                                                ------------         ------------
   Total assets                                                  251,117,676          288,638,829
                                                                ------------         ------------

LIABILITIES

   Other amount payable                                              176,907               -
   Amount payable to successor plan                              250,940,769               -
                                                                ------------         ------------
   Total liabilities                                             251,117,676               -
                                                                ------------         ------------

           Net assets available for benefits                    $     -              $288,638,829
                                                                ============         ============
</TABLE>

See notes to financial statements.


                                      -3-

<PAGE>

OLD KENT THRIFT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                              2001                2000
<S>                                                                         <C>                <C>
ADDITIONS
   Income from investments:

      Dividends                                                            $   2,322,010       $  3,545,606
      Interest                                                                 1,784,244          1,633,141
      Net appreciation (depreciation) in fair value of investments            (7,980,588)        25,667,957
                                                                           -------------       ------------
         Total income (loss) from investments, net                            (3,874,334)        30,846,704
                                                                           -------------       ------------


   Contributions from participants                                            19,383,406         22,498,758
   Contributions from employer                                                 5,985,572          6,407,314
                                                                           -------------       ------------
         Total contributions                                                  25,368,978         28,906,072
                                                                           -------------       ------------

DEDUCTIONS:

   Transfer of plan assets (to) from other plans (Note 4)                   (250,940,769)        11,272,761
   Benefits paid to participants, net of forfeitures                         (59,192,704)       (28,291,191)
                                                                           -------------       ------------
         Total deductions                                                   (310,133,473)       (17,018,430)
                                                                           -------------       ------------

INCREASE (DECREASE) IN NET ASSETS AVAILABLE
   FOR BENEFITS                                                             (288,638,829)        42,734,346

NET ASSETS AVAILABLE FOR BENEFITS, beginning of year                         288,638,829        245,904,483
                                                                           -------------       ------------

NET ASSETS AVAILABLE FOR BENEFITS, end of year                             $    -              $288,638,829
                                                                           =============       ============
</TABLE>

See notes to financial statements.


                                      -4-

<PAGE>


OLD KENT THRIFT PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

- --------------------------------------------------------------------------------


1.   DESCRIPTION OF PLAN

     The following brief description of the Old Kent Thrift Plan (the "Plan") is
     provided for general information purposes only. Participants should refer
     to the Plan agreement for more complete information.

     General - The Plan is a defined contribution plan which covers
     substantially all employees of Old Kent Financial Corporation (the
     "Employer" and "Plan Sponsor") and subsidiaries, a wholly-owned subsidiary
     of Fifth Third Bancorp (the "Trustee"). The Plan is a savings investment
     program which also provides for retirement benefits. The Plan is subject to
     the provisions of the Employee Retirement Income Security Act of 1974
     ("ERISA"). The following brief description of the Plan is provided for
     informational purposes only. Participants should refer to the plan
     agreement for more complete information.

     Participation in the Plan is open to all employees (except temporary
     on-call, peak-time and leased employees) of the Employer that have adopted
     the Plan. Eligible employees who are 18 years of age and have completed
     thirty days of service are eligible to participate in the Plan immediately
     following such period.

     Funding and Vesting - Employees may make contributions ranging from 1% to
     21% of their compensation, as defined in the Plan. The Employer may
     contribute amounts which equal up to 50% of the participants'
     contributions, not to exceed 3% of participants' compensation.

     The contributions are transferred on a pay-by-pay basis by the Employer to
     the Trustee. The contributions are invested as specified by the employee in
     the investment funds described below.

     Participants have a nonforfeitable right to their contributions and any
     earnings thereon, including earnings on employer matching contributions.
     Matching contributions by the Employer generally become vested after five
     years of service with the Employer.

     Individual accounts are maintained for each participant to reflect the
     participants' contributions, the employer contributions, and investment
     earnings. Investment earnings are allocated based on each participant's
     relative account balance within the respective fund. During their
     employment, employees may make withdrawals or borrow funds from their
     accounts, subject to the terms set forth in the Plan.

     Upon retirement, termination, death or disability, the employee's
     contributions and earnings and the vested portion of the related employer
     contributions and earnings will be distributed to the employee in a lump
     sum. Employees may elect to defer distribution if the vested portion
     exceeds $5,000.

     A participant forfeits any employer contributions in their account that are
     not vested on the date of request for withdrawal. Forfeited amounts are
     applied to reduce the amount of matching employer contributions.



                                      -5-

<PAGE>


     Each participant is entitled to exercise voting rights attributable to the
     Employer's common shares allocated to his or her account and is notified by
     the Trustee prior to the time that such rights are to be exercised. The
     Trustee is not permitted to vote any share for which instructions have not
     been given by a participant.

     Although not required to do so, all expenses of administering the Plan are
     paid by the Employer, with the exception of expenses incurred in connection
     with the purchase and sale of the Plan's investment securities which are
     offset against the income of the Plan.

     Benefits Payable - Benefits payable, consisting of amounts owed but not
     paid as of year end for payments to terminated employees, are not recorded
     as a liability within the financial statements. Benefits payable as of
     December 31, 2001 and 2000 were $90,316 and $0, respectively.

     Tax Status - The Plan obtained its latest determination letter dated
     October 4, 1995, in which the Internal Revenue Service stated that the
     Plan, as then designed, was in compliance with the applicable requirements
     of the Internal Revenue Code. The Plan has been amended since receiving the
     determination letter. However, the Plan Sponsor and the Plan's legal
     counsel believe that the Plan is currently designed and being operated in
     compliance with the applicable requirements of the Internal Revenue Code.
     Therefore, they believe that the Plan was qualified and the related trust
     was tax-exempt as of the financial statement date.

     Investment Options per the Related Prospectus - Participating employees may
     elect to invest their contributions in the following investment funds:

          Fifth Third Balanced Collective Fund (previously Old Kent Balanced
          Fund) consists of high quality debt obligations, including money
          market instruments, and notes and bonds of domestic corporations, the
          United States Treasury and federal agencies and a number of stocks or
          securities convertible into common stocks.

          Fifth Third Global Equity Collective Fund (previously Old Kent Global
          Equity Fund) consists of a number of stocks or securities convertible
          into common stocks.

          Fifth Third Prime Money Market Fund consists of short-term securities
          of the United States Government or any agency thereof, prime grade
          commercial paper, certificates of deposit, commingled funds consisting
          of similar assets maintained by the Trustee, passbook savings
          accounts, money market mutual funds, time certificates, savings
          receipts, and other similar assets as the Trustee may determine at its
          discretion.

          Fifth Third Intermediate Bond Fund (previously Kent Intermediate Bond
          Fund) consists of high quality debt obligations with maturities less
          than 10 years, including money market instruments, and notes and bonds
          of domestic corporations, the United States Treasury and federal
          agencies.

          Fifth Third Equity Index Fund (previously Kent Index Equity Fund)
          consists of equity securities of companies which represent the
          industries comprising the S&P 500.

          Fifth Third Common Stock Fund (previously OKFC Common Stock Fund)
          consists of shares of common stock of Fifth Third Bancorp.

     Notes Receivable from Participants - Notes receivable from participants
     consist of the outstanding balances of participant loans. Participants may
     borrow from their fund accounts a minimum



                                      -6-

<PAGE>


     of $1,000 up to the lesser of $50,000 or 50% of nonforfeitable portion of
     their account balance. Each loan, by its terms, is required to be repaid
     within five years. Interest rates on loans originated during 2001 and 2000
     were 5.0% to 9.5% and 8.5% to 9.5%, respectively. Principal and interest is
     paid by the participant through payroll deductions authorized by the
     participant. Participants cannot elect this as an investment option.

     Termination - Although it has not expressed any intent to do so, the
     Employer has the right under the Plan to discontinue its contributions at
     any time and to terminate the Plan. In the event of termination of the
     Plan, the accounts of each participant will become fully vested. Upon such
     termination and after payment of expenses, the participants will be
     entitled to receive the vested balances in their accounts.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The following are the significant accounting policies of the Plan:

     General - The financial statements of the Plan are presented on the accrual
     basis of accounting.

     Valuation of Investments - Investments are stated at their fair value based
     upon market quotes, where applicable. Investments for which a quote is not
     available are stated at fair value as determined by the Trustee.

     Expenses - Costs of administering the Plan are generally paid by the Plan
     Sponsor.

     Use of Estimates - The preparation of financial statements in conformity
     with accounting principles generally accepted in the United States of
     America requires the plan administrator to make estimates and assumptions
     that affect the amounts reported in the financial statements and
     accompanying notes. Actual results may differ from those estimates.

     The Plan invests in various securities, which may include U.S. Governmental
     securities, corporate debt instruments and corporate stocks. Investment
     securities, in general, are exposed to various risks, such as interest
     rate, credit and overall market volatility. Due to the level of risk
     associated with certain investment securities, it is reasonably possible
     that changes in the values of investment securities will occur in the near
     term and that such changes could materially affect the amounts reported in
     the statements of net assets available for plan benefits.

     Reclassifications - Certain prior year amounts have been reclassified to
     conform to current year presentation.





                                      -7-


<PAGE>


3.   INVESTMENTS

     Investments representing more that five percent of net assets at December
     31, 2001 and 2000 are as follows:


       <TABLE>
       <CAPTION>
                                                                      2001              2000
       <S>                                                        <C>               <C>
       *   Old Kent Balanced Fund                                                   $ 24,790,413
       *   Old Kent Global Equity Fund                                                57,202,522
       *   Fifth Third Balanced Collective Fund                  $ 20,960,652
       *   Fifth Third Global Equity Collective Fund               43,758,642
       *   Kent Money Market Fund                                                     41,569,350
       *   Kent Index Equity Fund                                                     18,524,926
       *   Old Kent Financial Corporation Common Stock                               139,459,663
       *   Fifth Third Bancorp Common Stock                       116,976,181
       *   Fifth Third Prime Money Market Fund                     38,203,145
       *   Fifth Third Equity Index Fund                           20,615,332
       </TABLE>


     The following table represents the net appreciation (depreciation) in fair
     value of investments for the Plan for the years ended:


       <TABLE>
       <CAPTION>
                                                                            December 31
                                                                --------------------------------
                                                                     2001              2000
       <S>                                                    <C>                  <C>
       Securities of Employer                                     $ 3,842,343     $ 33,413,849
       Collective investment funds                                 (9,164,340)      (6,710,265)
       Mutual funds                                                (2,658,591)      (1,035,627)
                                                                  -----------     ------------
                                                                  $(7,980,588)    $ 25,667,957
                                                                  ===========     ============
       </TABLE>


4.   PLAN MERGERS

     Effective December 31, 2001, the Plan was merged into the Fifth Third
     Bancorp Master Profit Sharing Plan resulting in an amount payable to
     successor plan as of December 31, 2001 of $250,940,769.

     In July 1999, Old Kent Financial Corporation acquired Community First
     Savings Bank (CFSB). In accordance with the terms of the acquisition, on
     May 25, 2000, the assets of the CFSB Deferred Savings Plan and the Employee
     Stock Ownership Plan were transferred into the Plan.

     The participants' accounts for the plans referred to above are subject to
     the Plan's provisions as summarized in Note 1.


5.   PLAN AMENDMENTS

     Effective April 1, 2000, the maximum limitation on employee deferral
     contributions of 16% was increased to 21%.

     Effective January 5, 2000, compensation was defined as an Employee's W-2
     wages as provided in Regulations under Code Section 415 plus Elective
     Deferrals and any amount that is excluded from gross income, reimbursements
     or other expense allowances, cash and noncash fringe benefits, moving
     expenses, deferred compensation in the year of deferral and at the time
     actually paid after a period of



                                      -8-

<PAGE>


     deferral, restricted stock values, restricted stock dividends, signing
     bonuses, stay bonuses, stock options, severance pay, supplemental contract
     pay and welfare benefits.

                                   * * * * * *













































                                      -9-


<PAGE>

                                                                    SUPPLEMENTAL
                                                                        SCHEDULE

OLD KENT THRIFT PLAN

SCHEDULE H, PART IV, LINE 4i
ASSETS HELD FOR INVESTMENT PURPOSES

AS OF DECEMBER 31, 2001
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                             Description                                          Number of
Identity of Issuer           of Investment                                       Units/Shares            Fair Value
<S>                          <C>                                                 <C>                     <C>
*    Fifth Third Bancorp     Fifth Third Balanced Collective Fund                     1,186,228         $  20,960,652

                             Fifth Third Global Equity Collective Fund                2,246,337            43,758,642
                                                                                                       --------------
                                Total Collective Investment Funds                                          64,719,294
                                                                                                       --------------
                             Fifth Third Prime Money Market Fund                     38,203,145            38,203,145

                             Fifth Third Intermediate Bond Fund                         572,051             5,651,859

                             Fifth Third Equity Index Fund                              941,339            20,615,332
                                                                                                       --------------
                                Total Mutual Funds                                                         64,470,336
                                                                                                       --------------
                             Fifth Third Bancorp Common Stock                         1,907,324           116,976,181
                                                                                                       --------------
*    Notes receivable from participants                                         Interest rates              3,222,165
                                                                                                       --------------
                                                                                ranging from
                                                                                5.0% to 9.5%
     Total assets held for investment purposes                                                          $ 249,387,976
                                                                                                       ==============
</TABLE>

*Indicates a party-in-interest.

                                      -10-


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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