FIFTH THIRD BANCORP — Director's Dealing 2005

Nov 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2005-11-01

Reporting Person: Marks Ronald D (SVP & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-01	Common Stock	F	16	$40.17	Disposed	1553	Direct

Footnotes

F1: As previously reported in a Current Report on Form 8-K filed with the SEC on September 30, 2005, Fifth Third Bancorp amended its Non Qualified Deferred Compensation Plan to, among other things, conform with new Internal Revenue Code Section 409A. As permitted by those changes, the Reporting Person elected to receive a complete taxable payout of his balance in the Non Qualified Deferred Compensation Plan on October 12, 2005 and previously reported that transaction. Also as permitted by the plan, the Reporting Person has had shares of stock withheld in order to satisfy the tax witholding obligations of the distribution which occurred on November 1, 2005 This report is being made to report such disposition of shares for tax withholding purposes.