CONSENT OF KEEFE, BRUYETTE & WOODS, INC.


     The opinion letter of our Firm regarding the proposed merger
of The Cumberland Federal Bancorporation, Inc. (the "Company") and
Fifth Third Bancorp is solely for the information and assistance of
the Board of Directors of the Company in connection with its
consideration of the transaction contemplated therein, does not
constitute a recommendation to any holder of shares as to how such
a holder should vote at the Special Meeting of Shareholders of the
Company and is not to be used, circulated, quoted or otherwise
referred to for any other purpose, nor is to be filed with,
included in or referred to in whole or in part in any registration
statement, proxy statement or any other document, except in
accordance with our prior written consent.


     In that regard, we hereby consent to the inclusion of the
opinion of our Firm to be dated as of the date of the Proxy
Statement and Prospectus in the Registration Statement on Form S-4
of the Company and to all references to our Firm in or made a part
of such Registration Statement.  In giving such consent, we do not
thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange
Commission thereunder.



                                /S/ Keefe Bruyette & Woods, Inc.
                                KEEFE, BRUYETTE & WOODS, INC.






April 13, 1994
New York, NY