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: CARMICHAEL GREG D (EVP & Chief InformationOfficer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-23	Common Stock	A	15966	—	Acquired	24415	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-23	Stock Appreciation Right	$37.58	A	60000	Acquired	2016-01-23	Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	441.8489	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: Includes total number of Stock Appreciation Rights previously reported.