FIFTH THIRD BANCORP — Director's Dealing 2008

Jan 14, 2008

SEC Form 4/A — Form 4/A

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2008-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-02	Common Stock	F	10029	$24.41	Disposed	1006667.3883	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17944	Indirect
Common Stock	17944	Indirect
Common Stock	75138	Indirect
Common Stock	2112.0352	Indirect

Footnotes

F1: This amendment is being filed to correct the report originally filed on January 4, 2008. That report incorrectly included information from a report originally filed on January 5, 2007 about a transaction that occurred on January 3, 2007 instead of the information regarding the transaction that occurred on January 2, 2008.

F2: Various Grantor Retained Annuity Trusts of which reporting person is a beneficiary.

F3: Various Grantor Retained Annuity Trusts of which reporting person's spouse is a beneficiary.