FIFTH THIRD BANCORP — Director's Dealing 2007

Jan 18, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2007-01-16

Reporting Person: Marshall Christopher G (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-01-16	Stock Appreciation Right	$40.35	A	21000	Acquired	2017-01-16	Common Stock (21000)	Direct

Footnotes

F1: Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.

F2: Issued pursuant to Fifth Third Bancorp stock option plan. No consideration paid.