FIFTH THIRD BANCORP — Director's Dealing 2007

Feb 23, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2007-02-21

Reporting Person: SCHAEFER GEORGE A JR (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-21	Common Stock	M	4404	$22.7037	Acquired	913747.038	Direct
2007-02-21	Common Stock	M	333098	$22.7037	Acquired	1246845.038	Direct
2007-02-21	Common Stock	S	188416	$40.81	Disposed	1058429.038	Direct
2007-02-21	Common Stock	F	58168	$40.80	Disposed	1000261.038	Direct
2007-02-21	Common Stock	S	87000	$40.81	Disposed	913261.038	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-21	Option to Purchase	$22.7037	M	4404	Disposed	2007-05-08	Common Stock (4404)	Direct
2007-02-21	Option to Purchase	$22.7037	M	333098	Disposed	2007-05-08	Common Stock (333098)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17944	Indirect
Common Stock	17944	Indirect
Common Stock	83058	Indirect
Common Stock	1862.2233	Indirect
Common Stock	240000	Indirect

Footnotes

F1: Grantor Retained Annuity Trusts ("GRATs") of which the Reporting person is a beneficiary.

F2: GRATs of which the Reporting person's spouse is a beneficiary.

F3: A family limited partnership of which the reporting person and his spouse are the only partners.

F4: Indicates grant date. Options are exercisable as follows: 25% on grant date; 50% one year from grant; 75% two years from grant; and 100% three years from grant.

F5: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.

F6: Includes total number of unexercised option grants previously reported.