FIFTH THIRD BANCORP — Director's Dealing 2006

Dec 18, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2006-12-15

Reporting Person: LIVINGSTON MITCHEL D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-15	Common Stock	M	423	$25.4445	Acquired	5536	Direct
2006-12-15	Common Stock	M	3113	$20.8148	Acquired	8649	Direct
2006-12-15	Common Stock	S	423	$40.9287	Disposed	8226	Direct
2006-12-15	Common Stock	S	3113	$40.9287	Disposed	5113	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-15	Option to Purchase	$25.4445	M	423	Disposed	2007-03-18	Common Stock (423)	Direct
2006-12-15	Option to Purchase	$20.8148	M	3113	Disposed	2007-01-21	Common Stock (3113)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	58	Indirect

Footnotes

F1: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F2: Includes total number of unexercised option grants previously reported.