SecProbe.io

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

DIVISION OF
  CORPORATION FINANCE

        December 20, 2010
    By U.S. Mail and by Facsimile to (614) 480-5485  Mr. Stephen D. Steinour Chairman, President and Chief Executive Officer Huntington Bancshares Incorporated 41 S. High Street Columbus, Ohio 43287
Re: Huntington Bancshares Incorporated
Form 10-K for the fiscal year ended December 31, 2009, filed February 18,
2010 Schedule 14A, filed February 26, 2010 Form 10-Q for the quarterly  period ended March 31, 2010
Form 10-Q for the quarterly period ended June 30, 2010 Form 10-Q for the quarterly p eriod ended September 30, 2010
File No. 001-34073

Dear Mr. Steinour:
We have reviewed your response to our comment letter and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for the Fiscal Year ended December 31, 2009

General

1. Please confirm that you will add incorporations by reference in the business and MD&A sections whenever disclosures ar e contained elsewhere in the document.

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
December 20, 2010 Page 2
We note your claims in your response letter that you satisfy many of the disclosure requirements of Form 10-K and Item S-K by information elsewhere in the Form 10-K incorporated by reference.   Please undertake in your future filings
to fully comply with all the requirements of Rule 12b-23.  For instance, it may be
unclear and confusing for you to resp ond to a disclosure requirement by
incorporating by reference multiple pieces of information spread over different
noncontiguous pages of your Form 10-K.
  Competition, page 1

2. We acknowledge your proposed response to comment 5 of our letter.  As we
requested, please undertake to include in your future filings, an estimate of the number of competitors and your competitiv e position “in the particular markets”
in which you compete and identify the pr incipal methods of competing for loans
and separately for deposits in your mark et area as required by Item 101(c)(1)(x)
of Regulation S-K.  In addition, disclose, as required by It em 101(c)(1)(x), the
“identity of the part icular markets “ in which you compete.
  Emergency Economic Stabilization Act of 2008, page 3

3. We acknowledge your proposed response to comment 6 of our letter.  Please
provide to us and undertake to include in your future filings, revision of your
proposed disclosure relating to the Tr oubled Asset Relief Program as follows:
• disclose, in the second proposed para graph, in greater detail the specific
uses for the capital you received fr om TARP, including reconciling your
statement that the capital “allowed th e Bank to continue our active lending
programs” with the fact that your to tal loans decreased by six percent in
2009 from 2008 and explain your statemen t that  the capital was used to
“provide potentia l capital support;”
• as we requested, disclose, in the fourth proposed paragraph, that Treasury
has the right to appoint two persons to your board of directors if dividends
are not paid in full fo r six dividends periods;
• disclose the effects of your part icipation in TARP on you including:
o how the application of the proceeds of the transaction has effected
your net interest margin;
o how the accretion and dividends on the preferred stock has impacted the net income available to common shareholders;
• revise the proposed sixt h paragraph as follows:
o explain your statement that you intend to repay “as soon as possible” to explain the reasons th at it is not possible for you to
repay the $1.4 billion now and whet her or not you have asked your
primary federal banking regulator for permission to repay TARP;

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
December 20, 2010 Page 3
and
o identify what needs to change for to make it possible for you to
repay the U.S. Treasury.
  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
 Introduction, page 23

4. We acknowledge your proposed response to comment 19 of our letter.  As we
requested, please provide to us and undertak e to include in your future filings, a
revised introduction with bot h discussion and analysis th at is meaningful relating
to your business condition, financial conditi on and results of operations consistent
with Item 303, Release Number 34-48960 and Release Number 34-26831 including, but not limited to, the following:
• provide a balanced, executive-level discussion that identifies the most
important themes or other significant matters with which management is
concerned primarily in evaluating th e company's financial condition and
operating results;
• identify and provide insight into material opportunities, challenges and
risks that you face, on which your execu tives are most focused for both the
short and long term including, but not limited to the following:
ƒ your need for additional capit al as evidenced by your
borrowings from the Federal government under the Troubled Asset Relief Progr am and your sale of a
substantial amount of common stock at a time when your stock price was extremely low;
ƒ how you have been effected by the financial and credit crisis;
ƒ the extent of your loan portfolio  attributable to residential
real estate related loans (including home equity loans) and separately commercial real estate loans;
• detailed discussion and analysis of ec onomic trends in your market areas,
particularly in Ohio and Michiga n, affecting your business including, but
not limited to, the following:
ƒ trends over the past three years in home price index, residential real estate sales and single family and multifamily building permits in your market area, particularly in Ohio and Michigan;
ƒ trends over the past three years in commercial real estate prices, commercial real es tate sales and commercial
building permits in your market areas, particularly in Ohio and Michigan;

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
December 20, 2010 Page 4
ƒ trends over the past three years in median household income in your market area, particularly in Ohio and Michigan;
ƒ trends in unemployment in your market areas, including the
fact that unemployment in your Michigan is the second
highest in the country and four  of the seven states in your
market area among the top ten highest rates of unemployment; and
• disclose the extent to which you are e xperiencing, directly or indirectly,
issues with documentation relating to  mortgages for which you are seeking
foreclosure and disclose the extent which you have mortgages relating to
properties in states in  which foreclosures proceed through the courts;
• disclose the extent which purchasers of loans you have sold have made
demands that you repurchase any of those loans;
• identify and provide insight into the actions you are taking to address each
of the serious challenges and risks that you face including, but not limited
to, changing your standards for making loans and for investing in securities and any plans you have to raise addi tional capital.
Please provide us with the “executive level overview” and “brief outlook
discussion” which you undertake in the third paragraph on page 14 of your
response letter, to include in future filings.
  Selected Annual Income Statements, page 35

5. We acknowledge your proposed response to comment 21 of our letter.  As we
requested, please undertake to include in your  future filings, a revised table that
provides the amount of each percentage  change, as required by Rule 12b-20,
instead of “NM” which you indicate represen ts the fact that the amount is “not a
meaningful value.”  As we noted, some of these changes, such as total noninterest
expense and net income increases are meaningful.  Please use footnotes to identify any changes that are extraordin ary instead of characterizing any such
change as “not meaningful.”  Please make similar changes throughout your Form
10-K (such as selected financial data on page 21) and other disclosure documents.
  Credit Quality, page 72

6. We acknowledge your proposed response to  comment 22 of our letter.  Please
provide to us and undertake to include in  your future filings, both discussion and
analysis, as required by Item 303 of the following:
• clarify in the first paragraph that you do not have standards for modifying loans but modify loans based on the “s pecific facts and circumstances” of
each loan, analyze whether this is cons istent with financial institutions of

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
December 20, 2010 Page 5
your size disclose what internal  controls you have for granting
modifications and the possible effects of these practices on you including
the accuracy of your provision for loan losses;
• clarify in the first sentence whether all loans that you modified in any way
are classified as TDRS and if not, th e factors that you utilize to determine
whether to classify a modified loan as a TDR;
• describe your historic and current pol icies on making additional loans to a
borrower or any related interest of  the borrower who is past due in
principal or interest more than 90 days;
• quantify the amount and percentage of  your loans that are unsecured and
discuss in detail the types of collate ral that secure the various types of
loans you make (for instance, disclose the extent to which you require any
collateral or guarantees beyond the property being financed by the loan); and
• disclose, if material, the dollar amount  and percentage of your loans that
are to legal entities formed for th e limited purpose of the business you are
financing and therefore the borrower’ s only source of cash flow and only
asset is the property th at you are financing.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.
             In responding to our commen ts, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated December 20, 2010 Page 6
 Please contact either Jonathan E. Got tlieb at (202) 551-3416 or me at (202) 551-
3434 with any questions.
        S i n c e r e l y ,             M i c h a e l  C l a m p i t t        S e n i o r  A t t o r n e y     cc: Mary Beth M. Clary, Esquire      Porter Wright Morris & Arthur      Huntington Center      41 South High Street      Columbus, Ohio 43215-6194      Fax (239) 593-2990