Registration No. ______________________


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



FIFTH THIRD BANCORP
(Exact name of issuer as specified in its Charter)

Ohio                                                    31-0854434
(State of Incorporation)      (I.R.S. Employer Identification No.)

Fifth Third Center, Cincinnati, Ohio                      45263
(Address of Principal Executive Offices)                 (Zip Code)



Fifth Third Bancorp
Amended and Restated Stock Incentive
Plan for Selected Executive Officers, Employees and Directors of 
The Cumberland Federal Bancorporation, Inc.
(Full title of the Plan)


Michael K. Keating
Secretary
Fifth Third Bancorp
Fifth Third Center
Cincinnati, Ohio 45263
(513) 579-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)


Copy To:

S. Richard Arnold, Esq.
Dinsmore & Shohl
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio  45202


Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this
Registration Statement<PAGE>
CALCULATION OF REGISTRATION FEE

Title of      Amount to be  Proposed   Proposed   Amount of
each class    Registered    Maximum    Maximum    Registration
of securities               Offering   Offering   Fee
to be                       Price Per  Price*
registered                  Share
__________________________________________________________________
[S]           [C]           [C]        [C]         [C]
Common Stock, 177,309       $12.10     $2,145,439  $671
without
par value

[FN]
*  Pursuant to Rule 457(h)(1) of Regulation C, the registration
filing fee and the aggregate offering price shall be computed with
respect to the maximum number of the Registrant's securities
issuable under the plan covered by this Registration Statement and
the basis of the price at which the options may be exercised. 
Accordingly, under the plan registered hereunder, 4,401 shares have
an exercise price of $27.72, 5,502 shares have an exercise price of
$11.59, 4,401 shares have an exercise price of $11.13, 67,462
shares have an exercise price of $9.32, and 95,543 shares have an
exercise price of $13.41 for a maximum number of shares of 177,309
shares and a maximum offering price of $2,145,439.<PAGE>
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is set forth in a
single document entitled "Prospectus" which constitutes a part of
the Section 10(a) Prospectus to which this Registration Statement
relates but which is not filed herewith.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Fifth Third Bancorp (the "Registrant") hereby states that the
documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement, and further states that
all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents.

(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since December 31, 1993.

(c) The description of the Registrant's Common Stock contained in
the Registration Statement filed pursuant to Section 12(G) of the
Securities Exchange Act of 1934, which Registration Statement
became effective on or about May 14, 1975.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Dinsmore & Shohl, Cincinnati,
Ohio.  Nolan W. Carson, a partner of Dinsmore & Shohl, is a
director of the Registrant.  As of August 10, 1994, partners of
Dinsmore & Shohl and attorneys employed thereby, together with
their immediate families beneficially owned approximately 34,279
shares of the Registrant's Common Stock.

Item 6. Indemnification of Directors and Officers.

The Registrant's Code of Regulations provides that the Registrant
shall indemnify each director and each officer of the Registrant,
and each person employed by the Registrant who serves at the
written request of the Chairman of the Board of the Registrant as
a director, trustee, or officer of another corporation,
partnership, joint venture, trust, or other enterprise, to the full
extent permitted by Ohio law.  The Code of Regulations also
provides that the Registrant may indemnify assistant officers,
employees and others by action of the Board of Directors to the
extent permitted by Ohio law.

In general, under Section 1701.13(E) of the Ohio Revised Code, an
Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so
long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation, provided that in an action by or in the name of the
corporation, if the person seeking indemnification was adjudged to
be liable for negligence, no indemnification is permitted unless
the court in which the action was brought specifically determines
that such person is fairly and reasonably entitled to
indemnification in view of all the circumstances of the case.  The
statute also provides that an Ohio corporation shall advance
attorney's fees incurred by directors, and may advance such fees
incurred by executive officers, employees, agents and others, prior
to the final outcome of a matter provided the person seeking such
advances undertakes to repay them if it is ultimately determined
that such person is not entitled to indemnification (except in the
case of directors who must undertake to repay such advances only if
it is proved by clear and convincing evidence in a court of
competent jurisdiction that the act or failure to act in question
was undertaken with deliberate intent to cause injury to the
corporation or was undertaken with reckless disregard for the best
interests of the corporation).

In addition, the Registrant has purchased insurance policies which
provide coverage for the acts and omissions of the Registrant's
directors and officers in certain situations.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.        Description

5, 23(a)           Opinion of Messrs. Dinsmore & Shohl,
                   counsel

23(b)              Consent of Deloitte & Touche LLP,
                   independent auditors

25                 Power of Attorney                            *

99(a)              Fifth Third Bancorp's Annual Report
                   on Form 10-K for the year ended December
                   31, 1993                                    **

98(b)              Pages 15-36 of Fifth Third Bancorp's
                   1993 Annual Report to Shareholders          **

99(c)              Fifth Third Bancorp's Quarterly Report 
                   on Form 10-Q for the quarter ended 
                   June 30, 1994                               **

99(d)              Fifth Third Bancorp Amended and
                   Restated Stock Incentive Plan for 
                   Selected Executive Officers, Employees
                   and Directors of The Cumberland Federal
                   Bancorporation, Inc.

* Included in signature page
** Incorporated by reference


Item 9. Undertakings

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio, on August 25, 1994.

FIFTH THIRD BANCORP



By:/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr.
President and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints GEORGE A. SCHAEFER, JR. his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

Principal Executive Officer:


/S/ George A. Schaefer, Jr.  President and        August 25, 1994
George A. Schaefer, Jr.      Chief
                             Executive
                             Officer

/S/ P. Michael Brumm         Senior Vice           August 25, 1994
P. Michael Brumm             President and
                             Chief
                             Financial
                             Officer

Directors of the Company:
/S/ John F. Barrett                              
John F. Barrett                                    August 25, 1994
                                               
Milton C. Boesel, Jr.                              _________, 1994

/S/ Clement L. Buenger
Clement L. Buenger                                 August 25, 1994

/S/ Nolan W. Carson
Nolan W. Carson                                    August 25, 1994

/S/ Thomas L. Dahl
Thomas L. Dahl                                     August 25, 1994

/S/ Gerald V. Dirvin
Gerald V. Dirvin                                   August 25, 1994
                                              
Thomas B. Donnell                                  _________, 1994

/S/ Richard T. Farmer
Richard T. Farmer                                  August 25, 1994

/S/ John D. Geary
John D. Geary                                      August 25, 1994

/S/ Ivan W. Gorr
Ivan W. Gorr                                       August 25, 1994

/S/ Joseph H. Head, Jr.
Joseph H. Head, Jr.                                August 25, 1994

/S/ Joan R. Herschede
Joan R. Herschede                                  August 25, 1994


/S/ William G. Kagler
William G. Kagler                                  August 25, 1994

/S/ William J. Keating
William J. Keating                                 August 25, 1994

/S/ James D. Kiggen
James D. Kiggen                                    August 25, 1994

/S/ Robert B. Morgan
Robert B. Morgan                                   August 25, 1994

/S/ Michael H. Norris
Michael H. Norris                                  August 25, 1994
                                                
Brian H. Rowe                                      _________, 1994

/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr.                            August 25, 1994

/S/ John J. Schiff, Jr.
John J. Schiff, Jr.                                August 25, 1994

/S/ Dennis J. Sullivan, Jr.
Dennis J. Sullivan, Jr.                            August 25, 1994

/S/ Dudley S. Taft
Dudley S. Taft                                     August 25, 1994
INDEX TO EXHIBITS


Exhibit No.        Description                               Page

5, 23(a)           Opinion of Messrs. 
                   Dinsmore & Shohl, counsel

23(b)              Consent of Deloitte & Touche LLP,
                   independent auditors

25                 Power of Attorney                           *

99(a)              Fifth Third Bancorp's Annual Report
                   on Form 10-K for the year ended
                   December 31, 1993                           **

98(b)              Pages 15-36 of Fifth Third Bancorp's 1993
                   Annual Report to Shareholders               **

99(c)              Fifth Third Bancorp's Quarterly Report
                   on Form 10-Q for the quarter ended
                   June 30, 1994                               **

99(d)              Fifth Third Bancorp Amended and Restated
                   Stock Incentive Plan for Selected
                   Executive Officers, Employees and Directors
                   of The Cumberland Federal Bancorporation,
                   Inc.

* Included in signature page
** Incorporated by reference
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15845}]
[{"company-data": {"conformed-name": "FIFTH THIRD BANCORP", "cik": "0000035527", "assigned-sic": "6022", "irs-number": "310854434", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55223", "film-number": "94546071"}, "business-address": {"street1": "38 FOUNTAIN SQ PLZ", "city": "CINCINNATI", "state": "OH", "zip": "45263", "phone": "5135795300"}}, {"company-data": {"conformed-name": "DINSMORE & SHOHL", "cik": "0000906318", "assigned-sic": "0000", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55223-01", "film-number": "94546072"}, "business-address": {"street1": "1900 CHEMED CENTER", "street2": "255 EAST FIFTH ST.", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5139778315"}}]
Registration No. ______________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FIFTH THIRD BANCORP
(Exact name of issuer as specified in its Charter)

Ohio                                                    31-0854434
(State of Incorporation)      (I.R.S. Employer Identification No.)

Fifth Third Center, Cincinnati, Ohio                      45263
(Address of Principal Executive Offices)                 (Zip Code)

Fifth Third Bancorp
Amended and Restated Stock Incentive
Plan for Selected Executive Officers, Employees and Directors of 
The Cumberland Federal Bancorporation, Inc.
(Full title of the Plan)

Michael K. Keating
Secretary
Fifth Third Bancorp
Fifth Third Center
Cincinnati, Ohio 45263
(513) 579-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy To:

S. Richard Arnold, Esq.
Dinsmore & Shohl
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio  45202

Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this
Registration Statement
CALCULATION OF REGISTRATION FEE

Title of      Amount to be  Proposed   Proposed   Amount of
each class    Registered    Maximum    Maximum    Registration
of securities               Offering   Offering   Fee
to be                       Price Per  Price*
registered                  Share
__________________________________________________________________
[S]           [C]           [C]        [C]         [C]
Common Stock, 177,309       $12.10     $2,145,439  $671
without
par value

[FN]
*  Pursuant to Rule 457(h)(1) of Regulation C, the registration
filing fee and the aggregate offering price shall be computed with
respect to the maximum number of the Registrant's securities
issuable under the plan covered by this Registration Statement and
the basis of the price at which the options may be exercised. 
Accordingly, under the plan registered hereunder, 4,401 shares have
an exercise price of $27.72, 5,502 shares have an exercise price of
$11.59, 4,401 shares have an exercise price of $11.13, 67,462
shares have an exercise price of $9.32, and 95,543 shares have an
exercise price of $13.41 for a maximum number of shares of 177,309
shares and a maximum offering price of $2,145,439.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is set forth in a
single document entitled "Prospectus" which constitutes a part of
the Section 10(a) Prospectus to which this Registration Statement
relates but which is not filed herewith.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Fifth Third Bancorp (the "Registrant") hereby states that the
documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement, and further states that
all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents.

(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since December 31, 1993.

(c) The description of the Registrant's Common Stock contained in
the Registration Statement filed pursuant to Section 12(G) of the
Securities Exchange Act of 1934, which Registration Statement
became effective on or about May 14, 1975.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Dinsmore & Shohl, Cincinnati,
Ohio.  Nolan W. Carson, a partner of Dinsmore & Shohl, is a
director of the Registrant.  As of August 10, 1994, partners of
Dinsmore & Shohl and attorneys employed thereby, together with
their immediate families beneficially owned approximately 34,279
shares of the Registrant's Common Stock.

Item 6. Indemnification of Directors and Officers.

The Registrant's Code of Regulations provides that the Registrant
shall indemnify each director and each officer of the Registrant,
and each person employed by the Registrant who serves at the
written request of the Chairman of the Board of the Registrant as
a director, trustee, or officer of another corporation,
partnership, joint venture, trust, or other enterprise, to the full
extent permitted by Ohio law.  The Code of Regulations also
provides that the Registrant may indemnify assistant officers,
employees and others by action of the Board of Directors to the
extent permitted by Ohio law.

In general, under Section 1701.13(E) of the Ohio Revised Code, an
Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so
long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation, provided that in an action by or in the name of the
corporation, if the person seeking indemnification was adjudged to
be liable for negligence, no indemnification is permitted unless
the court in which the action was brought specifically determines
that such person is fairly and reasonably entitled to
indemnification in view of all the circumstances of the case.  The
statute also provides that an Ohio corporation shall advance
attorney's fees incurred by directors, and may advance such fees
incurred by executive officers, employees, agents and others, prior
to the final outcome of a matter provided the person seeking such
advances undertakes to repay them if it is ultimately determined
that such person is not entitled to indemnification (except in the
case of directors who must undertake to repay such advances only if
it is proved by clear and convincing evidence in a court of
competent jurisdiction that the act or failure to act in question
was undertaken with deliberate intent to cause injury to the
corporation or was undertaken with reckless disregard for the best
interests of the corporation).

In addition, the Registrant has purchased insurance policies which
provide coverage for the acts and omissions of the Registrant's
directors and officers in certain situations.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.        Description

5, 23(a)           Opinion of Messrs. Dinsmore & Shohl,
                   counsel

23(b)              Consent of Deloitte & Touche LLP,
                   independent auditors

25                 Power of Attorney                            *

99(a)              Fifth Third Bancorp's Annual Report
                   on Form 10-K for the year ended December
                   31, 1993                                    **

98(b)              Pages 15-36 of Fifth Third Bancorp's
                   1993 Annual Report to Shareholders          **

99(c)              Fifth Third Bancorp's Quarterly Report 
                   on Form 10-Q for the quarter ended 
                   June 30, 1994                               **

99(d)              Fifth Third Bancorp Amended and
                   Restated Stock Incentive Plan for 
                   Selected Executive Officers, Employees
                   and Directors of The Cumberland Federal
                   Bancorporation, Inc.

* Included in signature page
** Incorporated by reference

Item 9. Undertakings

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio, on August 25, 1994.

FIFTH THIRD BANCORP

By:/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr.
President and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints GEORGE A. SCHAEFER, JR. his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

Principal Executive Officer:

/S/ George A. Schaefer, Jr.  President and        August 25, 1994
George A. Schaefer, Jr.      Chief
                             Executive
                             Officer

/S/ P. Michael Brumm         Senior Vice           August 25, 1994
P. Michael Brumm             President and
                             Chief
                             Financial
                             Officer

Directors of the Company:
/S/ John F. Barrett                              
John F. Barrett                                    August 25, 1994
                                               
Milton C. Boesel, Jr.                              _________, 1994

/S/ Clement L. Buenger
Clement L. Buenger                                 August 25, 1994

/S/ Nolan W. Carson
Nolan W. Carson                                    August 25, 1994

/S/ Thomas L. Dahl
Thomas L. Dahl                                     August 25, 1994

/S/ Gerald V. Dirvin
Gerald V. Dirvin                                   August 25, 1994
                                              
Thomas B. Donnell                                  _________, 1994

/S/ Richard T. Farmer
Richard T. Farmer                                  August 25, 1994

/S/ John D. Geary
John D. Geary                                      August 25, 1994

/S/ Ivan W. Gorr
Ivan W. Gorr                                       August 25, 1994

/S/ Joseph H. Head, Jr.
Joseph H. Head, Jr.                                August 25, 1994

/S/ Joan R. Herschede
Joan R. Herschede                                  August 25, 1994

/S/ William G. Kagler
William G. Kagler                                  August 25, 1994

/S/ William J. Keating
William J. Keating                                 August 25, 1994

/S/ James D. Kiggen
James D. Kiggen                                    August 25, 1994

/S/ Robert B. Morgan
Robert B. Morgan                                   August 25, 1994

/S/ Michael H. Norris
Michael H. Norris                                  August 25, 1994
                                                
Brian H. Rowe                                      _________, 1994

/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr.                            August 25, 1994

/S/ John J. Schiff, Jr.
John J. Schiff, Jr.                                August 25, 1994

/S/ Dennis J. Sullivan, Jr.
Dennis J. Sullivan, Jr.                            August 25, 1994

/S/ Dudley S. Taft
Dudley S. Taft                                     August 25, 1994
INDEX TO EXHIBITS

Exhibit No.        Description                               Page

5, 23(a)           Opinion of Messrs. 
                   Dinsmore & Shohl, counsel

23(b)              Consent of Deloitte & Touche LLP,
                   independent auditors

25                 Power of Attorney                           *

99(a)              Fifth Third Bancorp's Annual Report
                   on Form 10-K for the year ended
                   December 31, 1993                           **

98(b)              Pages 15-36 of Fifth Third Bancorp's 1993
                   Annual Report to Shareholders               **

99(c)              Fifth Third Bancorp's Quarterly Report
                   on Form 10-Q for the quarter ended
                   June 30, 1994                               **

99(d)              Fifth Third Bancorp Amended and Restated
                   Stock Incentive Plan for Selected
                   Executive Officers, Employees and Directors
                   of The Cumberland Federal Bancorporation,
                   Inc.

* Included in signature page
** Incorporated by reference