FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * Alonso Steven   2. Issuer Name and Ticker or Trading Symbol FIFTH THIRD BANCORP [FITB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 38 FOUNTAIN SQUARE PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 01/27/2014 (Street) CINCINNATI, OH 45263 4. If Amendment, Date Original Filed(Month/Day/Year) 01/29/2014 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/27/2014   M   49,183 (1) A $ 9.82 122,289 (1) D   Common Stock 01/27/2014   D   22,858 (1) D $ 21.13 99,431 (1) D   Common Stock 01/27/2014   F   8,515 (1) D $ 21.13 90,916 (1) D   Common Stock 01/27/2014   S   2,719 D $ 21.2949 88,197 D   Common Stock 01/27/2014   S   5,639 D $ 21.24 82,558 D   Common Stock 01/27/2014   S   3,991 D $ 21.23 78,567 D   Common Stock 01/27/2014   I   3,810 D $ 21.2205 121.5005 I by 401(k) plan Common Stock               5,500 I by Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights

$ 9.82

01/27/2014

D

15,817 (1) (2)

12/18/2009(3)

12/18/2019

Common Stock

15,817 (1) (2)

$ 0 (4)

260,388 (5)

D

Stock Appreciation Rights

$ 9.82

01/27/2014

M

49,183 (1)

12/18/2009(3)

12/18/2019

Common Stock

49,183 (1)

$ 0 (4)

211,205 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Alonso Steven 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OH 45263			Executive Vice President

Signatures

H. Samuel Lind, as Attorney-in-Fact for Steven Alonso		04/10/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The reporting person's intial Form 4 filing did not include the forfeiture of Stock Appreciation Rights pursuant ot the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued by the U.S. Department of the Treasury. This amendment is being filed to report this forefeiture of Stock Appreciation Rights as well as to correct the resulting amount of Common Stock received, disposed to the Issuer and withheld for taxes after excercise of the reporting person's Stock Appreciation Rights.
(2)	Stock Appreciation Rights previously granted that are forefeited pursuant to the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued by the U.S. Department of the Treasury.
(3)	Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.
(4)	Granted pursuant to the Fifth Third Bancorp 2008 Incentive Compensation Plan. No consideration paid.
(5)	Includes total number of Stock Appreciation Rights previously reported.

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