FIFTH THIRD BANCORP — Director's Dealing 2007

Apr 24, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2007-04-23

Reporting Person: Lee Bruce K (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-04-23	Common Stock	M	3828	$19.5925	Acquired	19337	Indirect
2007-04-23	Common Stock	M	2871	$24.5611	Acquired	22208	Indirect
2007-04-23	Common Stock	M	4140	$23.2759	Acquired	26348	Indirect
2007-04-23	Common Stock	F	3828	$40.08	Disposed	22520	Indirect
2007-04-23	Common Stock	F	2871	$40.08	Disposed	19649	Indirect
2007-04-23	Common Stock	F	4140	$40.08	Disposed	15509	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-04-23	Option to Purchase	$19.5925	M	3828	Disposed	2007-07-07	Common Stock (3828)	Direct
2007-04-23	Option to Purchase	$24.5611	M	2871	Disposed	2008-01-01	Common Stock (2871)	Direct
2007-04-23	Option to Purchase	$23.2759	M	4140	Disposed	2008-05-12	Common Stock (4140)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1861	Indirect
Common Stock	472	Indirect
Common Stock	200	Indirect
Common Stock	200	Indirect
Common Stock	577.9075	Indirect
Common Stock	10701	Direct

Footnotes

F1: A revocable Trust of which the reporting person is the grantor.

F2: A irrevocable Trust of which the reporting person's minor children are beneficiaries.

F3: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F4: Includes total number of unexercised option grants previously reported.