SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549




                            FORM 8-K/A-1



                         CURRENT REPORT



             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): January 13, 1998




                      CITFED BANCORP, INC.
- -----------------------------------------------------------------
     (Exact name of Registrant as specified in its Charter)



    Delaware                    0-19611                31-1332674
- -----------------------------------------------------------------
(State or other        (Commission File Number)     (IRS Employer
 jurisdiction of                                   Identification
 incorporation)                                         Number)


  One Citizens Federal Centre, Dayton, Ohio               45402 
- -----------------------------------------------------------------
    (Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code:  (937) 223-4234

                               N/A
- -----------------------------------------------------------------
  (Former name or former address, if changed since last report)







This amendment is being filed due to a clerical error in the option
price per share amount listed in Item 5.



Item 5.     Other Events
- -------     ------------

     On January 13, 1998, CitFed Bancorp, Inc. ("CitFed") entered
into an Affiliation Agreement(the "Merger Agreement") with Fifth
Third Bancorp ("Fifth Third") pursuant to which CitFed and Fifth
Third will merge.  As a result of the Merger, which is subject to
approval by CitFed Bancorp, Inc. shareholders and certain
regulatory approvals, each share of CitFed Bancorp, Inc. common
stock will be exchanged for .67 shares of Fifth Third Bancorp
common stock.

     Simultaneously with their execution and delivery of the Merger
Agreement, Fifth Third and CitFed entered into a stock option
agreement pursuant to which CitFed Bancorp, Inc. granted Fifth
Third Bancorp the right, upon terms and subject to the conditions
set forth therein, to purchase up to 3,230,411 shares of CitFed
common stock at a price of $37.75 per share.

     The foregoing information does not purport to be complete and
is qualified in its entirety by reference to the Exhibits to this
Report.




                          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 thereunto duly authorized.


                                   CITFED BANCORP, INC.



Date:   January 30, 1998          By: /s/John H. Curp
      -------------------             --------------------------
                                      John H. Curp
                                      Senior Vice President and
                                       Legal Counsel
                                      Duly Authorized Officer