FIFTH THIRD BANCORP — Director's Dealing 2006

Jun 20, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2006-06-16

Reporting Person: SCHAEFER GEORGE A JR (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-06-16	Common Stock	M	219376	$15.6297	Acquired	1032865.7392	Direct
2006-06-16	Common Stock	S	96700	$37.5522	Disposed	936165.7392	Direct
2006-06-16	Common Stock	F	47148	$37.54	Disposed	889017.7392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-06-16	Option to Purchase	$15.6297	M	219376	Disposed	2006-07-18	Common Stock (219376)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33000	Indirect
Common Stock	33000	Indirect
Common Stock	68002	Indirect
Common Stock	1698.7832	Indirect
Common Stock	240000	Indirect

Footnotes

F1: Open market sale the proceeds of which are to be used for tax and other expenses associated with the option exercise.

F2: Grantor Retained Annuity Trusts ("GRATs") of which the Reporting person is a beneficiary.

F3: GRATs of which the Reporting person's spouse is a beneficiary.

F4: A family limited partnership of which the reporting person and his spouse are partners.

F5: Indicates grant date. Options are exercisable as follows: 25% on grant date; 50% one year from grant; 75% two years from grant; and 100% three years from grant.

F6: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F7: Includes total number of unexercised option grants previously reported.