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: 2006-12-14

Reporting Person: Lee Bruce K (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-14	Common Stock	M	197	$19.5925	Acquired	14252	Indirect
2006-12-14	Common Stock	M	2674	$19.5925	Acquired	16926	Indirect
2006-12-14	Common Stock	F	128	$40.63	Disposed	16798	Indirect
2006-12-14	Common Stock	F	1289	$40.63	Disposed	15509	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-14	Option to Purchase	$19.5925	M	197	Disposed	2007-01-01	Common Stock (197)	Direct
2006-12-14	Option to Purchase	$19.5925	M	2674	Disposed	2007-01-01	Common Stock (2674)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1861	Indirect
Common Stock	472	Indirect
Common Stock	200	Indirect
Common Stock	200	Indirect
Common Stock	422.0519	Indirect
Common Stock	6652	Direct

Footnotes

F1: A revocable Trust of which the reporting person is the grantor.

F2: A irrevocable Trust of which the reporting person's minor children are beneficiaries.

F3: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F4: Includes total number of unexercised option grants previously reported.