Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  McHugh Philip
 2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2014		 3. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [FITB]
(Last)
(First)
(Middle)
38 FOUNTAIN SQUARE PLAZA, MD 10AT76		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CINCINNATI, OH 45263		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 78,077 (1)
D
 
Common Stock 443
I
by Son
Common Stock 507
I
by Daughter
Common Stock 497
I
by Daughter
Common Stock 28,179
I
by 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (2)   (3)   (3) Common Stock 13,191 $ (3) D  
Stock Appreciation Right 04/08/2005 04/08/2015 Common Stock 17,308 $ 42.9 D  
Stock Appreciation Right 04/07/2006 04/07/2016 Common Stock 20,738 $ 39.36 D  
Stock Appreciation Right 04/09/2007 04/09/2017 Common Stock 23,333 $ 38.27 D  
Stock Appreciation Right 04/15/2008 04/15/2018 Common Stock 19,231 $ 19.26 D  
Stock Appreciation Right 04/21/2009 04/21/2019 Common Stock 28,125 $ 3.96 D  
Stock Appreciation Right 04/20/2010 04/20/2020 Common Stock 26,538 $ 14.8 D  
Stock Appreciation Right 04/19/2011 04/19/2021 Common Stock 33,333 $ 13.36 D  
Stock Appreciation Right 04/17/2012 04/17/2022 Common Stock 44,326 $ 14.36 D  
Stock Appreciation Right 04/16/2013 04/16/2023 Common Stock 41,118 $ 16.15 D  
Stock Appreciation Right 04/15/2014 04/15/2024 Common Stock 17,228 $ 21.63 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McHugh Philip
38 FOUNTAIN SQUARE PLAZA
MD 10AT76
CINCINNATI, OH 45263		       Executive Vice President  

Signatures

H. Samuel Lind, as Attorney-in-Fact for Philip McHugh 12/29/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 14,368 shares of restricted stock subject to vesting granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan.
(2) Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.
(3) The units are to be settled in Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment.

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