SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Tuuk Mary E

(Last)

(First)

(Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI

45263

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/19/2007

3. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [ FITB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Risk Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,082⁽¹⁾	D
Common Stock	1,919.6897	I	by 401(K)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase	04/05/2001⁽²⁾	04/05/2011	Common Stock	3,000	$50.8125	D
Option to Purchase	04/22/2002⁽²⁾	04/22/2012	Common Stock	3,000	$68.01	D
Option to Purchase	03/28/2003⁽³⁾	03/28/2013	Common Stock	4,500	$51.46	D
Stock Appreciation Right	04/19/2008	04/19/2014	Common Stock	6,000	$54.4	D
Stock Appreciation Right	04/08/2005⁽⁴⁾	04/08/2015	Common Stock	7,875	$42.9	D
Stock Appreciation Right	04/07/2006⁽⁴⁾	04/07/2016	Common Stock	11,475	$39.36	D
Stock Appreciation Right	04/09/2007⁽⁴⁾	04/09/2017	Common Stock	9,000	$38.27	D
Phantom Stock⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	80.7442	⁽⁶⁾	D

Explanation of Responses:

1. Restricted stock granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting as follows: 551 shares on 4/19/2008, 795 shares on 4/8/2009, 324 shares on 4/7/2009, 324 shares on 4/7/2010, 324 shares on 4/7/2011, 588 shares on 4/9/2010, 588 shares on 4/9/2011 and 588 shares on 4/9/2012.

2. Indicates grant date. Options are exercisable as follows: 25% 6 months from grant date; 50% one year from grant; 75% two years from grant; and 100% three years from grant.

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

4. Indicates grant date. SARs are exercisable as follows: 25% one year from grant; 50% two years from grant; 75% three years from grant; and 100% four years from grant.

5. Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.

6. The units are to be settled in Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment.

Remarks:

	Paul L. Reynolds, as Attorney-in-Fact for Mary E. Tuuk	06/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.