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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001021408-02-010904.txt : 20020814
<SEC-HEADER>0001021408-02-010904.hdr.sgml : 20020814
<ACCEPTANCE-DATETIME>20020814134406
ACCESSION NUMBER:		0001021408-02-010904
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020814
ITEM INFORMATION:		
FILED AS OF DATE:		20020814

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:		02734091

	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): August 14, 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 9.    Regulation FD Disclosure:

On August 14, 2002, each of the President and Chief Executive Officer, George A.
Schaefer Jr., and Executive Vice President and Chief Financial Officer, Neal E.
Arnold, of Fifth Third Bancorp submitted to the SEC sworn statements pursuant to
Securities and Exchange Commission Order No. 4-460. A copy of each of these
statements is attached hereto as Exhibit 99.1 and 99.2.



                                   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)



August 14, 2002                                      /s/ Neal E. Arnold
                                                     ---------------------------
                                                     Neal E. Arnold
                                                     Executive Vice President
                                                     and Chief Financial Officer

<PAGE>

Exhibit Index

Exhibit 99.1:       Statement Under Oath of President and Chief Executive
                    Officer dated August 14, 2002 (Principal Executive Officer)

Exhibit 99.2:       Statement Under Oath of Executive Vice President and Chief
                    Financial Officer dated August 14, 2002 (Principal Financial
                    Officer)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>STATEMENT UNDER OATH-PRESIDENT & CEO
<TEXT>
<PAGE>


Exhibit 99.1

     STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, George A. Schaefer, Jr., state and attest that:

     (1)  To the best of my knowledge, based upon a review of the covered
          reports of Fifth Third Bancorp, and, except as corrected or
          supplemented in a subsequent covered report:

          .    no covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed); and

          .    no covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report filed on Form 8-K or definitive proxy materials, as of the
               date on which it was filed).

          (2)  I have reviewed the contents of this statement with the Company's
               audit committee.

          (3)  In this statement under oath, each of the following, if filed on
               or before the date of this statement, is a "covered report":

               .    Annual Report on Form 10-K for the year ended December 31,
                    2001 of Fifth Third Bancorp;

               .    all reports on Form 10-Q, all reports on Form 8-K and all
                    definitive proxy materials of Fifth Third Bancorp filed with
                    the Commission subsequent to the filing of the Form 10-K
                    identified above; and

               .    any amendments to any of the foregoing.


/s/ George A. Schaefer, Jr.                           Subscribed and sworn to
- ---------------------------                           before me this 14th day of
George A. Schaefer, Jr.                               August, 2002.
August 14, 2002

                                                      /s/ Debra E. Aldred
                                                      -------------------------
                                                      Notary Public

                                                      My Commission Expires:

                                                      July 12, 2004
                                                      -------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>dex992.txt
<DESCRIPTION>STATEMENT UNDER OATH-VICE PRESIDENT & CFO
<TEXT>
<PAGE>

Exhibit 99.2

     STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Neal E. Arnold, state and attest that:

     (1)  To the best of my knowledge, based upon a review of the covered
          reports of Fifth Third Bancorp, and, except as corrected or
          supplemented in a subsequent covered report:

          .    no covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed); and

          .    no covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report filed on Form 8-K or definitive proxy materials, as of the
               date on which it was filed).

     (2)  I have reviewed the contents of this statement with the Company's
          audit committee.

     (3)  In this statement under oath, each of the following, if filed on or
          before the date of this statement, is a "covered report":

          .    Annual Report on Form 10-K for the year ended December 31, 2001
               of Fifth Third Bancorp;

          .    all reports on Form 10-Q, all reports on Form 8-K and all
               definitive proxy materials of Fifth Third Bancorp filed with the
               Commission subsequent to the filing of the Form 10-K identified
               above; and

          .    any amendments to any of the foregoing.


/s/ Neal E. Arnold                                    Subscribed and sworn to
- --------------------------                            before me this 14th day of
Neal E. Arnold                                        August, 2002.
August 14, 2002

                                                      /s/ Debra E. Aldred
                                                      -------------------------
                                                      Notary Public

                                                      My Commission Expires:

                                                      July 12, 2004
                                                      -------------------------

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