FIFTH THIRD BANCORP — Director's Dealing 2006

Apr 11, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2006-04-07

Reporting Person: REYNOLDS PAUL L (Executive VP, Secretary & GC)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-07	Stock Appreciation Right	$39.36	A	35550	Acquired	2016-04-07	Common Stock (35550)	Direct

Footnotes

F1: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.

F2: Issued pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.