8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 27, 2007

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 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.

On July 27, 2007, Fifth Third Bancorp issued a press release announcing that Daniel T. Poston, Executive Vice President and Auditor of Fifth Third Bancorp, would be appointed as Controller of Fifth Third Bancorp effective as of Monday, August 6, 2007. Mr. Poston will replace David J. DeBrunner who has announced his departure as Senior Vice President and Controller of Fifth Third to pursue a position outside of the company. Mr. DeBrunner’s resignation is not the result of any disagreement regarding the financial statements of Fifth Third.

In addition, Fifth Third Bancorp also announced that Robert Shaffer, Senior Vice President and Director of Financial Audit, would succeed Mr. Poston as Auditor effective as of August 6, 2007.

The Section titled “EXECUTIVE OFFICERS OF THE BANCORP” of the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2006, as amended, is hereby incorporated by reference.

A copy of the above-referenced press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press release dated July 27, 2007.

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)
July 27, 2007	By:	/s/ CHRISTOPHER G. MARSHALL.
		Christopher G. Marshall
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

		News Release
CONTACTS:	Debra DeCourcy, APR (Media)	FOR IMMEDIATE RELEASE
	(513) 534-4153	July 27, 2007
	Jeff Richardson (Analysts)
	(513) 534-0983

DAN POSTON NAMED BANCORP CONTROLLER

Robert Shaffer to Succeed Poston as Head of Audit

Cincinnati – Kevin T. Kabat, president and Chief Executive Officer of Fifth Third Bancorp, today announced that Executive Vice President Daniel T. Poston has been named the Company’s Controller, effective Monday, August 6. Poston, who currently serves as the auditor for the Bancorp, replaces David DeBrunner, senior vice president, who has announced his departure from the Bank to pursue a position outside the company. “We thank Dave for his service to the Bank and wish him well in his new opportunity,” said Kabat.

In addition, Kabat announced that Robert Shaffer, senior vice president and current director of Financial Audit, would succeed Poston as Auditor, also effective August 6.

“Both Dan and Bob have provided excellent service to the Bancorp and I have the utmost confidence in them as they undertake their new roles and responsibilities,” said Kabat. Chris Marshall, executive vice president and chief financial officer for the Bancorp added, “Dan has such a broad range of industry knowledge and experience and I know that he will be a tremendous asset to the finance team.” Poston will report to Marshall. The auditor position will continue to report to the board of directors’ audit committee.

Poston began his career at Fifth Third Bank in 2001 as senior vice president and director of Internal Audit. He was promoted to executive vice president in 2003. Prior to coming to Fifth Third Bank Poston spent more than 20 years at Arthur Andersen, LLP, most recently as a partner in the Cincinnati Assurance and Business Advisory Practice where he specialized in the audit of public companies and financial services entities. He has a bachelor’s degree in Business Administration from the University of Cincinnati. He is a board member and past treasurer of Junior Achievement of Greater Cincinnati and a member of the Institute of Internal Auditors.

Shaffer began his career at Fifth Third Bank in 2002 as vice president and Group Audit manager. He was promoted to director of Financial Audit in 2003 and to senior vice president in 2004. Prior to joining Fifth Third Bank he served as a partner in Arthur Andersen’s LLP’s Business Advisory Practice in Chicago where he specialized in the audit of banking organizations and was part of the Central Region’s Operational Risk Management Group. He previously was senior manager at KPMG, LLP’s Assurance Services Practice in Pittsburgh. Shaffer earned a bachelor’s degree in Accounting and Business Administration from Bucknell University. He is a member of the American Institute of Certified Public Accountants and the Institute of Internal Auditors.

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Dan Poston Named Bancorp Controller

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Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $101 billion in assets, operates 18 affiliates with 1,169 full-service Banking Centers, including 109 Bank Mart^® locations open seven days a week inside select grocery stores and 2,134 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 June 30, 2007, has $232 billion in assets under care, of which it managed $34 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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