Item 2.02 Results of Operations and Financial Condition

On January 22, 2009, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the fourth quarter of 2008. A copy of this press release and its quarterly financial supplement are attached as Exhibits 99.1 and 99.2, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 7.01 Regulation FD Disclosure

On January 22, 2009, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the fourth quarter of 2008. A copy of this press release and its quarterly and annual financial supplements are attached as Exhibits 99.1, 99.2 and 99.3, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

For the benefit of its investors, Fifth Third Bancorp is furnishing information regarding its trends and certain information regarding its portfolio of loans and leases. Copies of these items are attached as Exhibits 99.4 and 99.5, respectively. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 - Press release dated January 22, 2009

Exhibit 99.2 - Quarterly Financial Supplement

Exhibit 99.3 - Annual Financial Supplement

Exhibit 99.4 - Fourth Quarter 2008 Trends

Exhibit 99.5 - Fourth Quarter 2008 Portfolio Loan and Lease Stratifications

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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)

January 22, 2009 /s/ Ross J. Kari
Ross J. Kari
Executive Vice President and Chief Financial Officer