Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

5.   Sole Voting Power

67,370,560

6.   Shared Voting Power

-0-

7.   Sole Dispositive Power

67,370,560

8.   Shared Dispositive Power

-0-

Item 1(a).

Name of Issuer:

FIFTH THIRD BANCORP

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Fifth Third Center

Cincinnati, Ohio  45263

Item 2(a).

Name of Persons Filing:

CINCINNATI FINANCIAL CORPORATION

Item 2(b).

Address of Principal Business Office or, if none, Residence:

6200 South Gilmore Road

Fairfield, OH  45014

Item 2(c).

Citizenship:

Ohio

Item 2(d).

Title of Class of Securities:

Common Stock without par value

Item 2(e).

CUSIP Number:

316773100

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a). [  ]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b). [  ]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c). [  ]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d). [  ]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e). [  ]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f). [  ]  An employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

(g). [X]  A parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

(h). [  ]  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i). [  ]  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j). [  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

(a).  Amount beneficially owned:

67,370,560

(b).  Percent of Class:

12.65%

(c).  Number of shares as to which such person has:

(i).  Sole power to vote or to direct  the vote:

67,370,560

(ii).  Shared power to vote or to direct the vote:

-0-

(iii).  Sole power to  dispose or to direct  the disposition of:

67,370,560

(iv).   Shared power to dispose or to direct the disposition of:

-0-

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [  ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

This Schedule 13G is filed by Cincinnati Financial Corporation for itself and as the parent holding company of the following subsidiaries which are eligible to use Schedule 13G under Rule 13d-1(b)(ii) as follows:

Subsidiary Name

Applicable Section

of Rule 13d-1(b)(ii)

Item 3

Classification

The Cincinnati Insurance Company

13d-1(b)(ii)(C)

IC

The Cincinnati Casualty Company

13d-1(b)(ii)(C)

IC

The Cincinnati Life Insurance Company

13d-1(b)(ii)(C)

IC

The Cincinnati Specialty Underwriters

13d-1(b)(ii)(C)

IC

  Insurance Company

CinFin Capital Management Company

13d-1(b)(ii)(E)

IA

Cincinnati Financial Corporation

  Retirement Plan Trust

13d-1(b)(ii)(F)

EP

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certification.

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