FIFTH THIRD BANCORP — Director's Dealing 2006

Mar 7, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2006-03-03

Reporting Person: KABAT KEVIN T (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-03	Phantom Stock	$	A	36.737	Acquired		Common Stock (36.737)	Direct

Footnotes

F1: Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.

F2: The units are to be settled in Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment.