8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 19, 2006

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

0-8076	31-0854434
(Commission File Number)	(IRS Employer Identification No.)
Fifth Third Center
38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(513) 534-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On December 19, 2006 the Board of Directors of Fifth Third Bancorp (the “Registrant”) elected Gary R. Heminger as a director. Mr. Heminger is an Executive Vice President of Marathon Oil Corporation. He is expected to be appointed to the Registrant’s Audit Committee.

The Board of Directors increased the size of the Board to fifteen directors and appointed Mr. Heminger as a director to fill the vacancy created by the increase. Mr. Heminger’s compensation for his service as a director will be consistent with that of the Registrant’s other non-employee directors, as described in the Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on February 28, 2006 and the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005.

A copy of the related press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 - Press release dated December 20, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH THIRD BANCORP
	(Registrant)
December 26, 2006	/s/ Paul L. Reynolds
	Paul L. Reynolds
	Executive Vice President, Secretary and
	General Counsel

EX-99.1

Exhibit 99.1

News Release

CONTACT:	Jeff Richardson (Analysts)	FOR IMMEDIATE RELEASE
	513/534-0983	December 20, 2006
	Jim Eglseder (Analysts)
	513/534-8424
	Stephanie Honan (Media)
	513/534-6957

Fifth Third Bancorp Appoints Gary R. Heminger to Board of Directors

Cincinnati –Fifth Third Bancorp (Nasdaq: FITB) today announced the appointment of Gary R. Heminger to its Board of Directors.

Heminger, 53, is president of Marathon Petroleum Company LLC and serves as executive vice president of Marathon Oil Corporation.

“Gary has served on the Board of Directors of our Northwestern Ohio affiliate since 2002 and has helped to guide Fifth Third’s Toledo operation with his extensive business experience and network,” said George A. Schaefer, Jr., chairman and CEO of Fifth Third Bancorp. “Gary is a tremendous addition and we look forward to his continued contributions to the Bancorp Board.”

Schaefer added that Heminger is a new addition to the Board, bringing the total number of members of the Bancorp Board of Directors to 15.

Heminger has spent 32 years with Marathon serving in a variety of groups and functions. In addition to five years in various financial and administrative roles, he spent three years in London, England as audit supervisor of the Brae Project. He worked eight years with Emro Marketing, the predecessor of Speedway SuperAmerica LLC, in several marketing and commercial roles and was named vice president of the subsidiary’s Western Division in 1991. From 1995-1996 he served as president of Marathon Pipe Line Company and assumed the position of manager, Business Development & Joint Interest of Marathon Oil Company in November 1996.

Heminger was named vice president of Business Development for Marathon Ashland Petroleum Company LLC, now called Marathon Petroleum Company LLC, upon its formation in January 1998 and was named senior vice president, Business Development, one year later. In January 2001, Heminger was named executive vice president, Supply, Transportation and Marketing, and assumed the role of president in September 2001.

“I am excited to continue my Board relationship with Fifth Third as the organization continues to build on its history as one of the country’s most admired regional banks,” added Heminger.

He holds a bachelor’s degree in accounting from Tiffin University and earned an MBA from the University of Dayton. A graduate of the Wharton Executive Management Program, Heminger is chairman of the Board of Trustees of Tiffin University. He is past chairman of both the American Petroleum Institute (API) Downstream Committee and Louisiana Offshore Oil Port, and a member of the Oxford Institute for Energy Studies.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $105.8 billion in assets, operates 19 affiliates with 1,150 full-service Banking Centers, including 111 Bank Mart^® locations open seven days a week inside select grocery stores and 2,146 Jeanie^® ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania and Missouri. Fifth Third operates five main businesses: Commercial Banking, Branch Banking, Consumer Lending, Investment Advisors and Fifth Third Processing Solutions. Fifth Third is among the largest money managers in the Midwest and, as of September 30, 2006, has $215 billion in assets under care, of which it manages $32 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded through the NASDAQ^® National Global Select Market System under the symbol “FITB.”

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