FIFTH THIRD BANCORP — Director's Dealing 2006

Jan 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2006-01-23

Reporting Person: Lee Bruce K (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-23	Common Stock	A	6652	—	Acquired	6652	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-23	Stock Appreciation Right	$37.58	A	25000	Acquired	2016-01-23	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14055	Indirect
Common Stock	472	Indirect
Common Stock	200	Indirect
Common Stock	200	Indirect
Common Stock	191.3334	Indirect
Common Stock	1861	Indirect

Footnotes

F1: Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting on January 23, 2010.

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

F3: A revocable Trust of which the reporting person is the grantor.

F4: An irrevocabole trust of which the reporting person's minor children are beneficiaries.

F5: Includes total number of Stock Appreciation Rights previously reported.