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Correspondence

February 4, 2011

Michael Clampitt

Senior Attorney

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    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 period ended September 30, 2010

File No. 001-34073

Dear Mr. Clampitt:

This letter is in response to your letter, dated December 20, 2010, regarding the Securities and
Exchange Commission Staff’s review of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, our Schedule 14A filed on February 26, 2010, relating to our 2010 Annual Meeting
which was held on April 22, 2010, and Form 10-Q filings for the quarterly periods ending March 31,
2010, June 30, 2010, and September 30, 2010. For your convenience, we have included your 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. While we believe that these changes will improve our future disclosures, we do not
believe our prior filings are materially deficient or inaccurate.

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 are contained elsewhere in the document.

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 respond to a disclosure
requirement by incorporating by reference multiple pieces of information spread over difference
noncontiguous pages of your Form 10-K.

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Management’s response

In future filings, we will incorporate by reference in the business and MD&A sections of
our reports wherever disclosures are contained elsewhere in the document. We will eliminate
incorporations by reference to multiple pieces of information spread over different
non-continuous pages to the extent it may result in unclear or confusing disclosures. Such
incorporations by reference will fully comply with the requirements of Rule 12b-23. Our
proposed reorganization of Part I, Item I Business, in substantially the form we intend to
include in our 2010 Form 10-K, is attached as Exhibit A to this letter.

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 flings, an estimate of the number of competitors and your
competitive position “in the particular markets” in which you compete and identify the
principal methods of competing for loans and separately for deposits in your market area as
required by Item 101(c)(1)(x) of Regulation S-K. In addition, disclose, as required by Item
101(c)(1)(x), the “identity of the particular markets” in which you compete.

Management’s response

As previously discussed with Mr. Jonathan Gottleib, estimating the number of competitors in
our markets is not practical given the broad range of competitors that exist in addition to
banks (e.g. credit unions, insurance companies, trust companies, brokerage firms, etc.).
However, in future filings, we will expand our discussion of competition to further describe our
competitive position in our primary markets based on deposits and identify the principal methods
of competing within our various business segments as required by Item 101(c)(1)(x). This
disclosure will also identify the primary markets in which we compete. Our proposed disclosure
about the competition, to be included within Part I, Item I Business of our 2010 Form 10-K, is
attached as Exhibit A.

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 Troubled Asset Relief Program as follows:

    •

    disclose, in the second proposed paragraph, in greater detail the specific uses for the
capital you received from TARP, including reconciling your statement that the capital
“allowed the Bank to continue our active lending programs” with the fact that your total
loans decreased by six percent in 2009 from 2008 and explain your statement that the
capital was used to “provide potential 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 for six
dividends periods;

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    •

    disclose the effects of your participation in TARP on you including:

    •

    how the application of the proceeds of the transaction has effected
your net interest margin;

    •

    how the accretion and dividends on the preferred stock has impacted the
net income available to common shareholders;

    •

    revise the proposed sixth paragraph as follows:

    •

    explain your statement that you intend to repay “as soon as possible”
to explain the reasons that it is not possible for you to repay the $1.4 billion
now and whether or not you have asked your primary federal banking regulator for
permission to repay TARP; and

    •

    identify what needs to change for to make it possible for you to replay
the U.S. Treasury.

Management’s response

As previously discussed with Mr. Gottleib, on December 22, 2010, we repurchased the Series
B Preferred Stock that we had issued to the U.S. Department of the Treasury under its Troubled
Asset Relief Program’s (TARP) Capital Purchase Program and, on January 19, 2011, we repurchased
the warrant issued to the U.S. Department of the Treasury under its TARP Capital Purchase
Program. Accordingly, some of the disclosures requested by Comment #6 in your letter dated
April 12, 2010, as well as Comment #3 in your letter dated December 20, 2010, are no longer
relevant. In our 2010 Form 10-K, we will revise, reorganize, and supplement the disclosure of
our participation in TARP by disclosing in greater detail our specific uses of the TARP capital,
the impact of deemed and paid dividends on net income available to common shareholders, as well
as the removal of certain restrictions previously imposed on us while the shares of Series B
Preferred Stock were outstanding. The proceeds from our participation in TARP were used
primarily to support and increase loan originations and our existing loan modification programs.
However, we are not able to specifically track the use of the proceeds, and as such, it is not
possible for us to quantify the impact on net interest margin.

We intend to include these disclosures in our Notes to Financial Statements and in the
Executive Summary to Part II, Item 7 Management’s Discussion and Analysis of Financial Condition
and Results of Operations, of our 2010 Form 10-K. The proposed forms of these disclosures are
attached as Exhibit B and Exhibit C to this letter.

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 undertake to include in your future filings, a revised introduction with
both discussion and analysis that is meaningful relating to your business condition, financial
condition 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 the company’s financial condition and operating results;

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    •

    Identify and provide insight into material opportunities, challenges and risks that
you face, on which your executives are most focused for both the short and long term
including, but not limited to the following:

    •

    your need for additional capital as evidenced by your borrowings from the
Federal government under the Troubled Asset Relief Program and your sale of a
substantial amount of common stock at a time when your stock price was
extremely low;

    •

    how you have been effected by the financial and credit crisis;

    •

    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 economic trends in your market areas,
particularly in Ohio and Michigan, affecting your business including, but 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, particularly in Ohio and Michigan;

    •

    trends over the past three years in commercial real estate prices,
commercial real estate sales and commercial building permits in your market
areas, particularly in Ohio and Michigan;

    •

    trends over the past three years in median household income in your market
area, particularly in Ohio and Michigan;

    •

    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 experiencing, 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 additional 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.

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Management’s response

Beginning with our second quarter Form 10-Q, filed on August 10, 2010, we have included in
our MD&A an Executive Overview and we intend to continue this practice in future filings. We
believe our Executive Overview includes a balanced, executive-level discussion that identifies
the most important themes and other significant matters focused on by management in evaluating
our financial condition and operating results. The Executive Overview, which we intend to
include in our 2010 Form 10-K summarizes our 2010 financial performance, including a discussion
of our capital activity and our repayment of TARP in December 2010, and provides an overview of
our business and the impact on our business of the economy, emerging legislative and regulatory
reforms, and recent industry developments. Under these general headings, we discuss the
material opportunities, challenges, and risks we face and the impacts of the financial and
credit crisis as it relates to
residential and commercial real estate loans in our loan portfolio. We also provide
discussion and analysis of economic trends in our primary markets relating to economic drivers
such as housing and employment. While we did not include information regarding the general
trends in commercial real estate prices, sales, and building permits as we do not specifically
utilize this economic data in monitoring and evaluation our loan portfolio, we have included
instead production, employment, and inventory trends in certain industries within our primary
markets (e.g. manufacturing, steel). In addition, within the Credit Risk section of our MD&A,
we provide an in-depth discussion of the performance trends of our commercial real estate loan
portfolio. Within this section, we also include separate tables detailing loan composition by
loan type as well as by collateral type.

Under the Executive Overview section titled Recent Industry Developments, we discuss the
extent to which we are experiencing issues with documentation relating to mortgages for which we
are seeking foreclosure and actions we are taking to address the possibility of repurchasing
loans previously sold or securitized. We discuss these topics in more detail in the Operational
Risk section of our MD&A.

The proposed form of these disclosures for our 2010 Form 10-K are attached to this letter
as Exhibit C (Executive Overview to be included in our MD&A), Exhibit D (the Operational Risk
section of our MD&A), and Exhibit E (Credit Risk section of our MD&A).

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 represents
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 extraordinary instead of characterizing any such
change as “not meaningful.” Please make similar changes through your Form 10-K (such as
selected financial data on page 21) and other disclosure documents.

Management’s response

In future filings, when presenting percentage changes in tabular form, we will provide the
amount of each percentage change regardless of size, except in circumstances in which the
calculated percentage change is not relevant due to amounts going from a negative value in one
period to a positive value. In these cases, the calculated percentage change is negative, which
does not accurately reflect the impact of the dollar change. For example, our net income for
the 2010 fourth quarter is $112.9 million compared with a net loss in the 2009 fourth quarter of
$369.7 million. In this case, the percentage change is not relevant.

- 5 -

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 “specific facts and circumstances” of each loan, analyze
whether this is consistent with financial institutions of 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, the factors that you utilize to determine whether to
classify a modified loan as a TDR;

    •

    describe your historic and current policies 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 dis