FIFTH THIRD BANCORP — Director's Dealing 2005

Oct 20, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2005-10-18

Reporting Person: GRAF R MARK (CFO and SVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-18	Common Stock	X	266	—	Acquired	1047	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-18	Phantom Stock	$	X	266	Disposed		Common Stock (266)	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 18, 2005. This resulted in the disposition by the Reporting Person of phantom stock held under the plan and the acquisition of actual shares of common stock by the Reporting Person directly.

F2: Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.

F3: The units are to be settled in Fifth Third Bancorp common stock on a 1-for-1 basis.