SecProbe.io

March 27, 2007
Mail Stop 4561

By U.S. Mail and facsimile to (212) 450-4083

Richard A. Cheap, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

Re: Huntington Bancshares Inc.
Registration Statement on Form S-4
Filed on February 26, 2007
                        File Number 333-140897
  Annual Report on Form 10-K
  Filed on February 22, 2007
  File Number 000-02525
  Sky Financial Group, Inc.
  Annual Report on Form 10-K
  Filed on February 23, 2007
File Number 001-14473

Dear Mr. Cheap:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at  the telephone numbers listed at the end of this letter.

General
1. Please provide the staff with copies of th e board books that Lehman Brothers Inc.,
Bear, Stearns & Co. Inc. and Sandler O’Neill & Partners, L.P. provided in
connection with the transactions.

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 2
2. We note that you refer to the exchange of financial projections on page 29 and
elsewhere in the document and that you limit your projections to net income.
Please revise to disclose the projections  to include all material projections.
3. The staff notes the Huntington by-law cha nge relating to the Board and Messrs.
Hoaglin and Adams. In this regard, are there any other by-la w or certificate of
Incorporation changes for either Sky or Huntington that result from this
transaction? In addition, do by-law change s require shareholder approval and, if
so, is this being accomplished by the vote on the merger? We may have further comment. Please refer to the Fifth Su pplement of Telephone Interpretations,
September 2004.

Forepart of Registration Statement and Outside Front Cover Page of Prospectus
4. Please revise to provide a cross-reference to the risk factors section, including the
page number where it appears in the pros pectus. Highlight this  cross-reference by
prominent type or in another manner.  Refer to Item 501 of Regulation S-K.

Table of Contents, page i
5. The staff notes that the Form 10-K for Huntington has incorporated by reference the information required by Items 10 th rough 14 (see page 20 of the Form 10-K)
from this document. However, the staff cannot locate several of the disclosures
referenced in the Form 10-K by quotations, e.g., Executive Compensation,
Director Compensation, etc. Revise the table of contents  to specifically list all of
those references set forth in quotations in  Item 10 through 14 in the Form 10-K to
provide a quick refere nce to the readers.
6. Revise the table of contents to list all proposals in bold for each company, e.g.,
Sky’s Proposal 1- Approve and Adopt the Agreement and Plan of Merger, etc.

Questions and Answers, page iv
7. Please provide the staff with the proxy cards.
8. Revise to add another Q&A for appraisal (dissenters’) rights.  In this regard,
explain what must be done or not be done  in order to perfect a holder of Sky’s
common stock’s appraisal rights and add a cross-reference to a more detailed
discussion elsewhere in the proxy/prospectus.

Summary, page 1
9. Please revise to state that the Summar y summarizes “material,” not selected

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 3
information.  Please delete the language in the first sentence beginning “and may
not contain . . . .”  You can direct re aders to the rest of the prospectus.
Consideration to be Received …., page 1
10. With regard to the stock units referenced by (iii), revise the prospectus to discuss
what these are or advise us as to wher e in the document thes e are explained. In
addition, page 57 discloses Sky has outstanding stock appreciation rights which do not appear to be addressed herein. Please revise or advise.

Interest of Certain Persons…, page 3
11. Revise to indicate the aggr egate dollar amount of the severance payments, and the
aggregate dollar value of the vesting accel erations calculated as the difference
between the merger consideration and the exercise price of the instrument being
accelerated. In addition, disclose the dolla r amount Mr. Adams will receive as a
result of the merger. In this regard  we note on page 55 a payment of $8,371,311.

Selected Consolidated Unaudited Pro Forma Financial Information, page 12
12. We are unable to recalculate pro forma ne t interest margin for the year ended
December 31, 2005.  Please advise or revise as necessary.

Risk Factors, page 14
13. Please revise to include risk factors that  address the merger.  For example, in
order to complete the transaction, Hunti ngton Bancshares and Sky Financial must
first obtain the prior approval of the Fe deral Reserve Board, the Office of the
Comptroller of the Currency and the Ohio Superintendent of Financial
Institutions, which may impose additiona l conditions. In addition, the merger
agreement imposes a termination fee and other conditions which discourage other
potential mergers.  Other examples could include:
(a) officers and directors of the merging part ies have interests in the mergers that
are different from, or in addition to, the interests of th e shareholders;
(b) failure to complete the mergers could ne gatively affect the merging parties’
stock prices and each company’s future business and operations; and
(c) uncertainty regarding the mergers an d the effects of the mergers could
adversely affect each company’s relationships with its customers, strategic partners or key employees.

The Huntington Annual Meeting – Proxies, page 16
14. Revise to discuss how the telephone and in ternet voting will be secure, i.e., how
will the Company know that only holders  are using these means of voting.

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 4

The Merger – Background of Merger, page 22
15. Please revise to expand your discussion in the last paragraph on page 22 to address the negotiation of th e principal terms of the merger, including the price.
16. Revise the third full paragraph on page  24 to address why a 90/10 split was
proposed and recommended.

Huntington’s Reasons for the Merger; Reco mmendation of Hunti ngton Board…, page 25
17. We note that you provide a list of factors that Huntington Bancorp has considered.
Please revise to disclose (with analysis) and organize the factors according to the
positive reasons why the board has decided to  engage in the merger.  In addition,
please provide the negative reasons and analysis considered by the board and discuss why, taking into account these reasons and analysis, the board still
recommends the merger.
18. Please have the discussion of the recomm endation specifically mention each line
item of the Lehman Brothers and Bear St earns analysis that does not support the
recommendation, and explain why in light  of that analysis, the board is
recommending the deal.

Sky’s Reasons for the Merger; Recommendation of the Sky Board of Directors, page 27
19. We note that you provide a list of factor s that Sky Financial has considered.
Please revise to disclose (with analysis) and organize the factors according to the
positive reasons why the board has decided to  engage in the merger.  In addition,
please provide the negative reasons and analysis considered by the board and discuss why, taking into account these reasons and analysis, the board still
recommends the merger.
20. Please have the discussion of the recomm endation specifically mention each line
item of the Sandler O’Neill analysis that does not support the recommendation,
and explain why in light of that anal ysis, the board is recommending the deal.

Opinion of Lehman Brothers, page 29
21. Please revise to state that Lehman Brothe rs has consented to the inclusion of its
opinion in the prospectus.  Please revise to  state on page 36 that Bear Stearns and
on page 41 that Sandler O’Neil have similarly consented.

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 5

General, page 41
22. We note your disclosure regarding the f ees received by Lehman Brothers and
Bear Stearns.  Please revise your disclosu re to include for the last two years all
fees provided to Lehman Brothers and B ear Stearns and any material relationship
with them for the past two years if different from current disclosure.  Also, please revise to disclose whether you determined the amount of consideration to be paid
or Lehman Brothers and/or Bear Stearns  recommended such amount.  Please also
similarly revise your disclosure for Sa ndler O’Neill’s Rela tionship on page 49.

Unaudited Pro Forma Condensed Combin ed Financial Information, page 74
General
23. Please tell us how you determined a pro forma adjustment is not required for
Sky’s hedging relationships accounted for under the shortcut method of
accounting at the date of th e business combination.  Refer to DIG Issue E-15.
Please advise or revise as necessary.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial
Condition, page 75
24. We noted the $350 million adjustment to subordinated notes and the corresponding $23.6 million adjustment to interest expense on the pro forma
statement of income (page 76) related to the anticipated
 new debt in connection
with the merger.  Tell us how you determ ined the amounts presented are factually
supportable, that is, within the scope of  Article 11 of Regulation S-X.  Please
advise or revise to remove the aforemen tioned adjustments from the face of the
pro forma financial statements.  We w ould not object to footnote disclosure
regarding this matter.

Notes to Unaudited Pro Forma Condensed Co mbined Consolidated Financial Statements
Note 2 – Adjustments to Equity, page 78
25. We noted your adjustment to equity rela ting to the conversion of the Sky stock
options to Huntington stock options ($44.5 million).  Although we understand
your adjustment is preliminary, tell us w hy you believe it is more appropriate to
use the intrinsic value of the options versus using a fair value model (e.g. black
scholes) in your estimate.  Refer to SFAS 123R.  Please advise or revise as
necessary.
26. In addition to our comment above, tell us why there is no adjustment to
compensation expense in your pro forma st atement of income as a result of the
conversion of the options.  Please ad vise or revise as necessary.

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 6

Comparison of Rights …, page 83
27. Noting the disclosure in the second pa ragraph on page 7 that Huntington’s
approval of the merger is conditioned upon a ma jority vote of shares cast, the staff
also notes the disclosure on page 88 that acquisitions require two-thirds of shares
eligible to be cast. Please provide th e staff with the corporate governance
document (article or by-law) that governs this merger and provide an analysis as
to why the disclosure on page 88 does not govern.

Compensation Discussion & Analysis, page 110
28. We note that Mr. Hoagland and Mr. Bald win’s total compensation, base salary
and, in the case of MR. Hoagland, share ownership requirements are markedly
greater than those of the other named executive officers.  In the last paragraph of Section II(B)(1) of Release 33-8732, the Commission clarified that you should
discuss material differences in the compensation policies between the named
executive officers.  Please revise your Compensation Discussion and Analysis to
address these differences.

Benchmarking, page 114
29. At the bottom of page 114 you make refere nces to third-party survey.  You also
discuss, both on page 114 and on page 128, Huntington’s compensation goal of
keeping salaries within the 50th to 75th percentile.  Please clarify whether the
surveys used focused on the two peer groups mentioned in the chart on page 114,
or if they expanded to evaluate compensa tion at a different or  more expanded list
of institutions.  The reader should be able to understand how Huntington and its compensation committee and management use the benchmarks in setting compensation.

Stock Options and RSU’s, page 120
30. Please revise this section to identify any expense charges incurred under FAS
123R due to the Compensation Committee’s decision to deem Mr. Baldwin retired for the purposes of his options.

Discussion of 2006 Compensation, page 128
31. We note your disclosure on page 137 c overing executive agre ements in the
context of potential payments upon termin ation and change-in-control.  Please
expand your disclosure to address the executive agreements beyond events of
termination after the summary compensa tion table and grants of plan-based
awards table, or refer to where the inve stor can find the material terms of each

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 7
named executive officer’s employment agreement or arrangement.  Please refer to Item 402(e) of Regulation S-K.

Item 21. Exhibits and Financial Statement Schedules, page II-2
32. Please file at least drafts of your tax and legal opinions  with your next filing.
33. Please provide your articles of  incorporation and by-laws in accordance with Item
601 of Regulation S-K.

Form 10-K of Huntington Bancshares, Inc. for the Year Ended December 31, 2006

Notes to Consolidated Financial Statements
Note 1- Significant Accounting Policies
Derivative Financial Instruments, page 91
34. We note your disclosure on page 92 th at you use the regression method to
evaluate hedge effectiveness on a quarterl y or daily basis for certain fair value
hedges of fixed-rate debt and portfolio/m ortgage loans, respectively.  Please tell
us the regression outputs you consider wh en assessing whether these hedges are
expected to be highly effective in ach ieving offsetting changes in fair value
attributable to the hedged risk during th e period that the hedge is designated.

Form 10-K of Sky Financial Gr oup Filed on February 23, 2007

Notes to Consolidated Financial Statements
Note 10- Derivative Financ ial Instruments, page 51
35. For each type of long-haul hedging relati onship (fair value, cash flow, etc.)
entered into during the periods presented, please describe for us the quantitative
and qualitative measures you use to assess effectiveness both at inception and on an ongoing basis.  Specifically referen ce the appropriate sections of SFAS 133,
including any applicable DIG Issues , which support the use of each test.

Certain Relationships and Relate d Party Transactions, page 92
36. Please discuss Sky Financial’s policy for the review, approval or ratification of
transactions with related persons und er Item 404(b) of Regulation S-K.
37. Revise your discussion rega rding transactions between  related parties and Sky
Financial’s banking subsidiaries to reflect  whether they are on the same terms,
including interest rates, as other persons not related to the bank.  Please refer to
Instruction 4(c)(ii) to Item 404(a) of Regulation  S-K.

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 8

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a