SecProbe.io

July 9, 2012

Via Email
Donald R. Kimble
Chief Financial 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, 2011
  Filed February 17, 2012
  Form 10 -Q for the Quarterly Period Ended March 31, 2012
  Filed April 30, 2012
  Response dated May 29, 2012
  File No. 001 -34073

Dear Mr. Kimble :

We have reviewed your response  dated May 29, 2012  and Form 10 -Q filed April 30,
2012 and have the following  additional  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 let ter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   Where we have
requested changes in future filings, please include a draft of your proposed disclosures that
clearly identi fies new or revised disclosures.  If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, including
the draft of your propo sed disclosures, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Item 1A. Risk Factors, page 12

―We are subject to routine on -going tax examinations by the IRS and  by various other
jurisdictions…‖ page 18

1. We not e your response to prior comment 3.  However, risk factor discussions should
provide sufficient detail to understand the magnitude of the risk and the potential
consequences.  Please confirm that future risk factor discussions will clarify that you
have ap pealed proposed adjustments resulting from the IRS examination of the 2006 and
2007 tax returns and that an unfavorable outcome could have a material effect on your

Donald R. Kimble
Huntington Bancshares Incorporated
July 9, 2012
Page 2

 results of operations in the period in which it occurs.  You may also provide a cross
refer ence to the more detailed discussion in the Income Taxes footnote.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Table 17 – TDR Activity, page 60

2. We note your response to prior comment 4.   Please disclose the inf ormation discussed in
your response in future filings including accruing vs. nonaccruing TDR’s prior to re -
modifications, types of concessions granted, and your policy for accrual vs. non -accrual
for restructured TDR’s.

Table 20 – Criticized Commercial Lo an Activity, page 63

3. We note your response to prior comment 5 where you state that your ― Problem loans‖ are
disclosed as Criticized commercial loans, TDRs, NALs or accruing loans past due 90
days or more.  Given that this information is not clear in your proposed disclosure, please
clearly state exactly what you consider to be your problem loans and provide a cross
reference as to where this information is located in your filings.

Note 3 – Loans and Leases and Allowance for Credit Losses, page 132

TDR  Loans, page 146

4. We note your response to prior comment 7 where you clarified your policy for disclosure
related to subsequent defaults.  However, it appears that for certain loans where re -
defaults occur at 120 -150 days past due, disclosure of TDRs with a payment default that
occurred in the past twelve months may be skewed given the long delinquency period
prior to you considering it a payment default.  Additionally, in most cases, it appears that
your disclosure of payment default coincides with  the period at which you charge -off the
loan to net realizable value.  Please clarify how you concluded this definition of
―payment default‖ and the related disclosure is consistent with the principle in ASC 310 -
10-50-34.  To the extent that you continue t o believe this definition of payment default is
appropriate, please disclose this limitation given your policy around re -defaults.

Schedule 14A filed March 8, 2012

Compensation Discussion and Analysis, page 19

5. We note your response to prior comments 1 0 and 11 and your agreement to provide
additional detail and clarification regarding the performance factors considered in
determining annual cash and long -term incentive awards.  Please provide proposed
disclosure to be included in your future filings, us ing the 2011 fiscal year as an example,
discussing these factors in detail for each NEO on an individual basis for both your
annual cash and long -term incentive compensation plans.

Donald R. Kimble
Huntington Bancshares Incorporated
July 9, 2012
Page 3

Form 10 -Q for the Quarterly Period Ended  March 31, 2012

Note 3 – Loans and Leases and Allowance for Credit Losses, page 69

TDR Loans, page 84

6. We note your disclosure on page 87 and your response to prior comment 6 where you
note that TDRs  may include multiple concessions and the disclosure classifications are
based on the primary concession provided to the borrower.  It is still not clear from the
response and from your TDR disclosures on pages 87 and 88 why the allowance for loan
and leas e losses (ALLL) has decreased even though the primary concession is a reduction
in interest rate.  We also note that for C&I —other commercial and industrial and for
CRE -other commercial real estate, the majority of the TDR is classified as ―Other‖ that
reduces the ALLL by $2.9 million and $1.6 million, respectively.  Please tell us and
include in future filings, the concessions that are included in this category.

Note 4 - Available -for-Sale and Other Securities, page 91

7. We note your response to prior com ment 8 and to your recognition of an additional credit
(income) to ―other -than-temporary impairment‖ recorded during the first quarter of 2012
and 2011.  It continues to be unclear why the non -credit related recoveries shown on the
condensed consolidated s tatements of income result in the recognition of income in your
consolidated statements of income.  Please clarify whether these recoveries have
previously been recognized as impairment expense in your statements of income.

Note 13 - Fair Value of Asset s and Liabilities – page 106

8. We note that you have classified certain assets and liabilities measured at fair value on a
recurring basis as Level 3 in the fair value hierarchy, including certain municipal
securities, private label CMOs , asset backed securities, automobile loans, MSRs, and
derivatives.  However, we were unable to locate the disclosures requiring a narrative
description of the sensitivity of the fair value measurement to changes in unobservable
inputs as required by ASC 8 20-10-50-2(g). Please advise, or revise future filings to
provide these disclosures.

Income Simulation and Economic Value Analysis, page 36

9. We note your use of both interest sensitive earnings at risk (ISE) and economic value of
equity (EVE) to measure t he potential impact of changes in market interest rates on your
assets and liabilities. Please respond to, and enhance your disclosures in future filings to
address the following:

 Tell us why the 200 basis point reduction in interest rates has a smaller e ffect on the
interest income/expense on loans, investments, interest bearing deposits and total

Donald R. Kimble
Huntington Bancshares Incorporated
July 9, 2012
Page 4

 borrowings than a 100 basis point reduction in interest rates, pursuant to your
disclosure in table 19.
 Provide additional context as to how investors should v iew the output of the EVE
model in relation to other disclosures that are in the filing.  For example, you have
disclosed the EVE amount and the Board policy limits, but is unclear what EVE is
compared to (total equity, Tier 1 equity, etc) in arriving at t hese amounts.
 You disclose the Board policy limits on EVE for the different scenarios, but it is not
clear what management’s procedures are for addressing any breaches of the internal
limits for the modeled outputs.  As part of your response, please tell  us whether you
have exceeded these limits before, including whether the calculations are performed
at dates other than the financial reporting dates.
 Provide more of a qualitative discussion to explain why decreases in interest rates
cause EVE for loan s and other investments to be positive, and vice versa when the
rates go up, particularly when compared to your interest income sensitivity in table 19
that shows when rates go down, interest income goes down significantly, and vice
versa when the rates go  up.  Contrast how this works for your liabilities, where EVE
is reduced when rates go lower, and interest expense is also reduced as rates go lower.
 Please explain the drivers for a positive effect of a +100 and +200 basis point change
in interest rates  under the ISE model versus a negative effect under your EVE model.
Additionally, please explain why the EVE model has a positive effect under a -100
basis point shift but a negative effect under a -200 basis point shift.

You may contact Rahim Ismai l at (202) 551 -4965 or me at (202) 551 -3512  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Laura Crotty at (202) 551 -3563 or Suzanne Hayes, Assistant Director,  at (202) 551 -3675 with
any other ques tions.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
        Senior Assistant Chief Accountant