SecProbe.io

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

DIVISION OF
  CORPORATION FINANCE

          April 12, 2010           Mr. Stephen D. Steinour Chairman, President and Chief Executive Officer Huntington Bancshares Incorporated
41 S. High Street
Columbus, Ohio 43287
Re: Huntington Bancshares Incorporated
File No. 001-34073
Form 10-K for the fiscal year ended December 31, 2009, filed February 18, 2010 Schedule 14A, filed February 26, 2010

Dear Mr. Steinour:
We have reviewed your filings and have the following comments.  Our
accounting review is limited to the specific comments issued.  Where indicated, we think you should revise your documents 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 expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, 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.

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 2
Form 10-K for the Fiscal Year ended December 31, 2009

 Business, page 1

1. We note that more than nine of the ten pages of this section are devoted to a
largely generic discussion of regulatory ma tters and less than one page is devoted
to other disclosure about your business.   Please provide to us and undertake to
include in your future filings, the deta iled disclosure required by Item 101 of
Regulation S-K including, but not limited to, discussion of the following:
• the general development of the busin ess during the past five years as
required by Item 101(a) including
• the Franklin Loans Restructur ing Transaction including the
benefits and detriments to you, including how it affected your
financial condition;
• a description of the  investment by the U.S. government of $1.4 billion in your preferred stock pursuant to the Troubled Asset Relief Program (“TARP”), the key reasons you applied to the Federal government for this assistance and the percentage of
your stock owned by the federal government; and
• a narrative description of your busine ss as required by Item 101(c).
We note your reference in the third paragraph to the MD&A and financial
statements; please delete your reference to your Annual Report to shareholders.

2. Please provide to us and undert ake to include in your future filings, revision of the
first paragraph to clarify the principal products produced and services rendered by
you, as required by Item 101(c)(1)(i), including but not limited to your principal loans are commercial real estate loans, re sidential real estate  loans including home
equity loans, commercial and industrial loan s and automobile loans and leases.

3. Please provide to us and undertak e to include in your future  filings revision of this
section to describe the business done a nd intended to be done by you, as required
by Item 101 (c)(1) of Regulation S-K, including, but not limited to, the following:
• address any changes in your business as a result of the recession and your financial condition including drops in loans and deposits, increases in
defaults and foreclosures;
• discuss your reliance on borrowings from the federal government,
including the TARP program and guaran tees from the federal government;

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 3
• discuss your relationship and trans actions with Franklin Credit
Management Corporation and your acquisition of collateral for loans you had made to Franklin consisting of subprime loans and real estate that
Franklin had acquired on loans that had defaulted;
• discuss your acquisitions including Sky Financial and Warren Bank; and
• briefly describe any changes in polic ies and/or programs to prevent or
minimize foreclosures, modify mortga ges, any changes in the standards
you use to extend credit and any cha nges in the number or amounts of
loans you originate.

4. Please provide to us and unde rtake to include in your future filings, a detailed
discussion of recent and current econo mic conditions in your market area
affecting your business including bu t not limited to the following:
• 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;
• trends over the past three years in commercial real estate prices,
commercial real estate sales and commercial building permits in your
market areas;
• trends over the past three years in th e unemployment rate in your market
area; and
• trends over the past three years in median household income.

 Competition, page 1

5. Please provide to us and undert ake to include in your future filings, an estimate of
the number of competitors, your competi tive position and identify and explain
positive and negative factors pertaining to your competitive position as required by Item 101(c)(1)(x) of Regulation S-K.  Provide the basis for your claim that you
compete on the basis of price given the fact that some of your competitors in your market are some of the largest financial institutions in the country that can offer
better rates on deposits or be tter rates on loans than you can.  Provide the basis for
your claim that you compete on the basis of price given the fact that some of your
competitors in your market are some of the largest financial institutions in the country that have thousands of bran ches around the country and offer many
services to their customers that you do not.

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 4   Emergency Economic Stabilization Act of 2008, page 3

6. Please provide to us and undert ake to include in your fu ture filings, revision of
your disclosure relating to the Troubled  Asset Relief Program as follows:
• provide a separate caption for this sec tion entitled “Our Sale of Stock to
the U.S. Treasury Pursuant to th e Troubled Asset Relief Program;”
• disclose the reasons for your applying to receive funds from the Treasury;
• disclose how you have used or plan to use th e TARP funds;
• disclose the number of shares of pref erred stock that you issued to the U.S.
Treasury and the price per share a nd the number of shares of common
subject to the warrant;
• disclose your obligations to pay dividends on the preferred stock,
including the aggregate amount of divi dends per year and whether or not
you are current in your payments;
• disclose whether or not you have an y plans to repurchase the preferred
stock and/or warrants;
• disclose how the sale has or in the fu ture may dilute the interests of your
existing common shareholders;
• explain how the terms “limit certain uses  of capital by the issuer including
repurchases of company stock and increase in dividends;”
• disclose requirements that you to expand your board of directors to
accommodate Treasury Department appointments to it;
• disclose requirements that you to re gister for resale, securities you have
issued to the Treasury Department; and
• disclose how you have had to restru cture your executive compensation to
comply with requirements.

 Federal Deposit Insurance Corporation, page 4

7. Please provide to us and unde rtake to include in your future filings, a revised
caption to state “Our Participation in Extraordinary Program s of the FDIC.”
Please provide to us and undert ake to include in your future filings, disclosure of
the aggregate amount of debt that you issued with government guarantees under
the Temporary Liquidity Guarantee Program and the maturity dates.
  Risk Factors, page 11

8. Please provide to us and unde rtake to include in your future filings, a revised
introductory paragraph to this section cons istent with sample comment 30 to Staff
Legal Bulletin No.7 and Item 503(c) whic h requires that you must disclose all
risks that you believe are material at the time you file the Form 10-K.  Please delete your reference in the second paragr aph of the introduction directing readers

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 5
to consider “other information included  or incorporated by reference” and your
reference to the risk factor s disclosed “among others.”

9. Please provide to us and undert ake to include in your fu ture filings, revision of
this section to comply with Item 503(c)  of Regulation S-K wh ich requires that
you disclose in this section “the most significant factors that make the offering
speculative or risky.”  Item 503(c) specifi cally notes that an issuer should not
present risks that apply to any issuer or any offering.  Please review all risks and
remove or particularize those that do not comply including, but not limited to,
those relating to regulatory actions (page 18), “other significant operational risks”
(page 18), and effective intern al controls (page 19).  We note that some of your
risk factors address risks th at appear vague or theore tical such as your risk, on
page 15, that you may not be able to access the capital markets and the risk, on page 16, that legislative and regulatory actions may significantly affect you.
Some of your risks do not appear to be material since you state they may merely “impact” you or “adversely affect you” in contrast to others which you state could
“significantly adversely a ffect “ you or “materially adversely affect” you; please
delete risks that are not the most significant.
10. Please provide to us and undert ake to include in your fu ture filings, revision of
each of your sub captions, to comply with the following:
• Item 503(c) which requires that you set forth each risk factor under a sub
caption that adequately describes the risk;
• sample comment 36 to Staff Legal Bu lletin No.7, which directs that you
revise each subheading to “ensure it refl ects the risk that you discuss in the
text.” rather than “merely state a fact about your business…succinctly
state in your subheadings the risk s that result from  the facts or
uncertainties;” and
• sample comment 37 to Staff Legal Bu lletin No.7, which directs that you
revise each subheading to eliminate language that is “too vague and
generic to adequately descri be the risk that follows.”
For instance, the caption to your first risk factor does not address the
consequences of your loan losses being in adequate.  For example, the caption to
your fifth risk factor, which is on page  13, merely states the bad economy “may
impact” you.  Another example is the caption to your ninth first risk factor, which
is on page 15, does not state the consequen ces of your inability to meet cash flow
requirements.
11. Please provide to us and undert ake to include in your fu ture filings, revision of
each risk factor to comply with the following:
• Securities Act Release No. 33-7497 which requires that you “place any risk factor in context so investors can understand the spec ific risk as it
applies to your company and its operations;”

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 6
• sample comment 34 to Staff Legal Bu lletin No.7, which directs that you
provide the information investors need  to “assess the magnitude” of each
risk and “explain why” each risk may re sult in a material adverse effect on
you; and
• sample comment 38 to Staff Legal Bu lletin No.7, which directs that you
include “specific disclosure of how your [operations] [financial condition]
[business] would be affected” by each risk.
Many risk factors merely state you may be  adversely affected without stating
exactly how or the magnitude of the risk.  Please quantify the risk to the extent
possible.  Many of your risk s factors have the same id entical clause that your
“business, financial condition, liquidity, capital and results of operations could
be materially adversely affects.”  Pl ease be more specific.  For instance,
identify whether and the extent to wh ich the risk would affect your profits
your ability to meet capital requirement s, or your ability to operate.  For
instance, in the third risk factor whic h is on page 12 regarding weak economic
conditions, address the trends in your non address the risks to you from the
specific conditions in your  particular market.

12. Please provide to us and undert ake to include in your future filings, a risk factor
relating to the fact that a lmost one fourth of your loan portfolio is in commercial
real estate loans.  Includ e discussion of the geographi c concentrations of these
loans and the economic conditions in those areas affecting commercial real estate.

13. Please provide to us and unde rtake to include in your future filings, a revised
seventh risk factor which is on page 14 to identify and discuss specific risks
associated with the “certain” investment securities to wh ich you refer,

14. Please provide to us and unde rtake to include in your future filings, a revised
eighth risk factor which is on page 14 to include discussion of the extent to which
you loan portfolio consist of fixed or ad justable loans and how they would be
affected by increases in interest rates.
15. Please provide to us and unde rtake to include in your future filings, a revised
tenth risk factor which is on page 15 to  identify the “dividen d payment and other
restrictions” that the OCC has imposed  on you.  Disclose whether or not you
sought approval from the OCC to pay di vidends.  Please discuss limits on
dividends and repurchases imposed as a result of your acceptance of $1.4 billion in funds from the US Treasury under TARP.
16. Please provide to us and unde rtake to include in your future filings, a revised
twelfth risk factor which is on page 17, as follows:
• revise the caption to identify each ju risdiction that has audited your tax
returns and are challengi ng them and the aggregate amount of taxes being
claimed;

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 7
• condense or delete your generic disc ussion of taxes in the first three
paragraphs;
• disclose for each jurisdiction the amount  of the tax they claim is due, the
amount of interest and penalties they have asserted and the risks of penalties and interest;
• summarize the issues in dispute incl uding whether they all involve the
Franklin restructuring;
• disclose the status of any a ppeals within the IRS; and
• address the risk of civil litigation and/or criminal prosecution by the IRS
and the other jurisdictions authorities.

17. Please provide to us and unde rtake to include in your future filings, a revised
fourteenth risk factor which is on pa ge 18, to summarize the claims in the
litigation and the amounts claimed whic h your describe as “significant.”

Market for Registrants Common Equity, page 20

18. Please provide to us and undert ake to include in your future filings, a revised table
that more accurately shows comparativ e performance by deleting dollar measures
above $150 (since the maximum dollar value is $128).
   Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
 Introduction, page 23

19. We note that your MD&A section is ove r one hundred pages long.   Please
provide to us and undertake to includ e in your future filings, a revised
introduction with meaningful discussion and analysis relating to your business
condition, financial condition and results of  operations consistent with Release
No. 33-8350 including, but not limited to, the following:
• pr