FIFTH THIRD BANCORP — Director's Dealing 2005

Oct 28, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2005-10-26

Reporting Person: TRAYLOR THOMAS W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-26	Phantom Stock	$	X	3906	Disposed		Common Stock (3906)	Direct

Footnotes

F1: As previously reported in a Current Report on Form 8-K filed with the SEC on October 7, 2005, Fifth Third Bancorp amended its Unfunded Deferred Compensation Plan for Non-Employee Directors 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 Unfunded Deferred Compensation Plan on October 26, 2005. This resulted in the disposition by the Reporting Person of phantom stock held under the plan in exchange for a cash payout.

F2: The phantom stock units were acquired under the Fifth Third Bancorp directors deferred compensation plan and are to be settled 1-for-1 in terms of Fifth Third Bancorp common stock and paid in cash.