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Correspondence

June 23, 2009

David Irving

Reviewing Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

    Re:

    Huntington Bancshares Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the Period Ended March 31, 2009

SEC File No. 1-34073

Dear Mr. Irving:

We are in receipt of the letter from the Staff of the Securities and Exchange Commission, dated June 10, 2009,
regarding our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Form 10-K) and our Quarterly
Report on Form 10-Q for the period ended March 31, 2009 (Form 10-Q). For your convenience, we have included the
Staff’s comments below and have keyed our responses accordingly.

In some of our responses, we have agreed to change or supplement the disclosures in our future filings. We are doing
that in spirit of cooperation with the Staff of the Securities and Exchange Commission, and not because we believe our
prior filings are materially deficient or inaccurate.

Form 10-K

Exhibit 13.1

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

Table 32- Credit Ratings of Selected Investment Securities, page 55

    1.

    We note the significant unrealized losses related to your trust preferred securities at December 31, 2008. We
have the following comments:

    •

    please provide us a full detailed analysis of these securities’ impairment as of December 31, 2008 that
identifies all available evidence, explain the relative significance of each piece of evidence, and identify
the primary evidence on which you rely to support a realizable value equal to or greater than the carrying
value of the investment; and

    •

    please provide us, and consider disclosing in future filings, a table detailing the following information
for your trust preferred securities: deal name, class, book value, fair value, unrealized gain/loss, credit
ratings, number of banks in issuance, deferrals and defaults as a percentage of collateral, and excess
subordination after taking into account your best estimates of future interest deferrals and defaults.

Management’s response

At December 31, 2008, a full cash flow analysis was the primary evidence used to estimate fair value and
measure impairment for our pooled trust preferred security portfolio. We engaged a third party specialist
with direct industry experience in pooled trust preferred security valuations to provide assistance estimating
the fair value and expected cash flows on this portfolio. Relying exclusively on cash flows was necessary
because there was a lack of transactions in the trust preferred securities market and many of the original
sponsors or dealers for these securities were no longer able to provide a fair value that was compliant with
FASB Statement No 157, Fair Value Measurements.

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The full cash flow analysis was completed by evaluating the relevant credit and structural aspects of each
pooled trust preferred security in the portfolio, including collateral performance projections for each piece
of collateral in the security and terms of the security’s structure. The credit review included analysis of
profitability, credit quality, operating efficiency, leverage and liquidity using available financial and
regulatory information for each underlying collateral issuer. We also reviewed historical industry default
data and current/near term operating conditions. Using the results of
our analysis, we estimated appropriate
default and recovery probabilities for each piece of collateral then estimated the expected cash flows for
each security. We determined that one security, the Regional Diversified Funding 2004-1, had a probable
credit loss demonstrated by insufficient estimated cash flows to repay required principal and interest and
therefore had other-than-temporary impairment.

We considered that the lengthening of expected time for principal repayment combined with the market
expectations of yield, ranging from 8% to 15%, for similar instruments explained the entire decline in the
fair value of the remaining securities compared with their book values. The market discount rate was
determined by reference to yields observed in the market for similarly rated collateralized debt obligations,
specifically high-yield collateralized loan obligations, reflecting general market discounts that were then
being applied to structured credit products. Because the estimated cash flow analysis indicated the
collection of the principal and interest on all other trust preferred securities, no additional
other-than-temporary impairment was recorded.

In response to the Staff’s request, we have provided an example of a pooled trust preferred security analysis
and an internal analysis of accounting conclusions, which were prepared in connection with preparing the Form
10-K, and which are being filed in supplement to this letter.

The table below summarizes the relevant characteristics of these trust preferred securities.

Trust Preferred Securities Data

(in thousands, as of December 31, 2008)

    Actual

    Deferrals

    and

    Defaults

    Moody's/

    # of

    as a % of

    Book

    Fair

    Unrealized

    Fitch

    Underlying

    Current

    Excess

    Deal

Class(4)

    Value

    Value

    Loss

    Ratings

    Issuers(2)

    Collateral

    Subordination(3)

    Alesco II

    Mezzanine

    $
    40,000

    $
    18,388

    $
    (21,612
    )

    B2/A

    45

    12
    %

    5
    %

    Alesco IV

    Mezzanine

    20,000

    9,118

    (10,882
    )

    Caa2/A

    56

    12

    6

    ICONS

    Mezzanine

    20,000

    12,000

    (8,000
    )

    NR/AA

    31

    —

    119

    I-Pre TSL II

    Senior

    36,975

    10,143

    (26,832
    )

    NR/AAA

    31

    5

    110

    MM Comm II

    Mezzanine

    26,002

    18,955

    (7,047
    )

    Baa2/AA-

    9

    22

    10

    MM Comm III

    Mezzanine

    12,236

    7,069

    (5,167
    )

    Baa2/A

    12

    8

    23

    Pre TSL IX

    Mezzanine

    4,990

    2,356

    (2,634
    )

    Ba3/A

    49

    6

    13

    Pre TSL X

    Mezzanine

    17,000

    7,898

    (9,102
    )

    B3/A

    58

    12

    9

    Pre TSL XI

    Mezzanine

    25,000

    11,383

    (13,617
    )

    B2/A

    65

    9

    11

    Pre TSL XIII

    Mezzanine

    27,536

    12,435

    (15,101
    )

    B3/A

    66

    8

    10

    Reg Diversified (1)

    Mezzanine

    10,715

    10,715

    —

    Caa1/A-

    45

    16

    0

    Soloso

    Mezzanine

    12,500

    5,609

    (6,891
    )

    Caa3/A

    71

    8

    6

    Tropic III

    Mezzanine

    31,000

    15,537

    (15,463
    )

    Ba2/AA

    48

    8
    %

    48
    %

    Total

    $
    283,954

    $
    141,606

    $
    (142,348
    )

NR, not rated.

    (1)

    Security was determined to have other-than-temporary impairment.

    (2)

     Includes both banks and or insurance companies

    (3)

     Excess subordination is calculated after taking into account an estimate of future deferrals and defaults.

(4)

    Any security which is
subordinated is classified as a Mezzanine security.

We will
consider disclosure of this information in future filings to the extent we believe that such information remains relevant
and significant at the time such future filings are made.

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Table 42 – Capital Adequacy, page 65

    2.

    We note your presentation of “tangible common equity to asset ratio” and “tangible equity to risk-weighted assets
ratio.” These ratios appear to be non-GAAP measures as defined by Regulation G and Item 10(e) of Regulation S-K
as they are not required by GAAP, Commission Rules, or banking regulatory requirements. To the extent you plan to
provide these non-GAAP ratios in the future, the staff notes the following:

    •

    to the extent these ratios are disclosed in future periodic filings on Form 10-K or 10-Q, or in
registration and proxy statements, you should comply with all of the requirements in Item 10(e) of Regulation
S-K, including clearly labeling the ratios as non-GAAP measures and complying with all of the disclosure
requirements;

    •

    to the extent that you plan to disclose these ratios in future Item 2.02 Form 8-Ks, you should provide all
of the disclosures required by Item 10(e)(1)(i) of Regulation S-K as required by Instruction 2 to Item 2.02 of
Form 8-K;

    •

    to the extent that you disclose or release publicly any material information that includes a non-GAAP
measure, such as these ratios in your Item 8.01 Form 8-K, you should be cognizant of the requirements in
Regulation G to label the measure as non-GAAP and provide a reconciliation to the most closely comparable GAAP
measure; and

    •

    as it relates to the presentation of risk weighted assets, in future filings, please generally disclose how
risk weighted assets are calculated under regulatory capital rules and specifically state, if true, that the
number disclosed is calculated consistent with banking regulatory requirements.

Management’s response

We will include the disclosures contemplated by Item 10(e) of Regulation S-K in connection with our use of
these ratios and, to the extent we disclose or release publicly any material information that includes these
ratios or any other non-GAAP financial measure, we will include the disclosures contemplated by Regulation G.
In addition, in all such future filings, when presenting risk-weighted assets, we will disclose generally how
risk weighted assets are calculated under regulatory capital rules and specifically state that the number
disclosed is calculated consistent with banking regulatory requirements or we will refer to such disclosures
included elsewhere in the filing.

We propose, as an example of this disclosure, using March 31, 2009 information, the following:

“Table XX includes certain ratios, specifically the tangible common equity/tangible asset ratio and the
tangible common equity/risk-weighted assets ratio, which are non-GAAP financial measures. These non-GAAP
financial measures are included in this report because we believe these ratios are useful to analyze and
evaluate financial condition and capital strength. Other companies may calculate these financial measures
differently. Risk-weighted assets are calculated under regulatory capital rules applicable to us as discussed
more fully on page 10 of our Form 10-K. Tangible equity, tangible common equity, and tangible assets were
calculated as follows:”

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Table XX — Capital Adequacy Reconciliations

2009

    2008

    (in millions)

    March 31,

    December 31,

    September 30,

    June 30,

    March 31,

    Consolidated risk-based capital calculations:

    Shareholders’ common equity

    $
    3,047

    $
    5,351

    5,807

    5,814

    5,909

    Shareholders’ preferred equity

    1,768

    1,878

    569

    569

    —

    Total shareholders’ equity

    4,815

    7,229

    6,376

    6,383

    5,909

    Less: Goodwill

    (452
    )

    (3,055
    )

    (3,056
    )

    (3,057
    )

    (3,047
    )

    Less: Intangible assets

    (340
    )

    (357
    )

    (376
    )

    (395
    )

    (409
    )

    Add: Intangible asset deferred tax liability (1)

    119

    125

    132

    138

    143

    Total tangible equity

    4,142

    3,942

    3,076

    3,069

    2,596

    Add: Other comprehensive loss

    280

    327

    267

    243

    122

    Add: Qualifying core capital

    788

    788

    788

    837

    837

    Other adjustments, net

    (43
    )

    (21
    )

    (30
    )

    (39
    )

    (35
    )

    Total Tier 1 capital (2)

    5,167

    5,036

    4,101

    4,110

    3,520

    Add: Qualifying ACL

    582

    592

    585

    585

    583

    Add: Qualifying subordinated debt

    862

    907

    920

    920

    959

    Total risk-based capital (2)

    $
    6,611

    $
    6,535

    $
    5,606

    $
    5,615

    $
    5,062

    Total Tier 1 Capital (from above)

    $
    5,167

    $
    5,036

    $
    4,101

    $
    4,110

    $
    3,520

    Less: Shareholder preferred equity

    (1,768
    )

    (1,878
    )

    (569
    )

    (569
    )

    —

    Total Tier 1 Common Capital

    $
    3,399

    $
    3,158

    $
    3,532

    $
    3,541

    $
    3,520

    Consolidated tangible common equity and consolidated tangible common asset calculations:

    Total tangible equity (from above)

    $
    4,142

    $
    3,942

    $
    3,076

    $
    3,069

    $
    2,596

    Less: Shareholders’ preferred equity

    (1,768
    )

    (1,878
    )

    (569
    )

    (569
    )

    —

    Total tangible common equity

    $
    2,374

    $
    2,064

    $
    2,507

    $
    2,500

    $
    2,596

    Total assets

    $
    51,702

    $
    54,353

    54,681

    55,350

    56,066

    Less: Goodwill

    (452
    )

    (3,055
    )

    (3,056
    )

    (3,057
    )

    (3,047
    )

    Less: Other intangible assets

    (340
    )

    (357
    )

    (376
    )

    (395
    )

    (409
    )

    Add: Intangible asset deferred tax liability (1)

    119

    125

    132

    138

    143

    Total tangible assets

    $
    51,029

    $
    51,066

    $
    51,381

    $
    52,036

    $
    52,753

    Total risk-weighted assets                  Consolidated

    $
    46,313

    $
    46,994

    $
    46,608

    $
    46,602

    $
    46,546

    (1)

     Intangible assets are net of deferred tax liability, and calculated assuming a 35% tax rate.

    (2)

    March 31, 2009 consolidated figures are estimated. Based on an interim decision by the banking agencies on December 14, 2006,
we have excluded the impact of adopting Statement 158 from the regulatory capital calculations.

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The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosures 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 comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

We believe that the foregoing response addresses your comments. We are committed to full and transparent disclosure
and will continue to enhance our disclosures in future filings. Please contact me at (614) 480-5240 if you have any
questions or would like further information about this response.

Sincerely,

/s/ Donald R. Kimble

Donald R. Kimble

Senior Executive Vice President and Chief Financial Officer

Huntington Bancshares Incorporated

Copies to:
        William J.
Schroeder, Staff Accountant, U.S Securities and Exchange Commission

Stephen D. Steinour, Chairman, President & Chief Executive Officer, Huntington Bancshares
Incorporated

Richard A. Cheap, General Counsel and Secretary, Huntington Bancshares Incorporated

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