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Correspondence

 May 29, 2012

 Suzanne Hayes

 Assistant Director

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Huntington Bancshares Incorporated

 File No. 001-34073

 Form 10-K for the fiscal year ended December 31,
2011, filed February 17, 2012

 Dear Ms. Hayes:

 This letter is in response to your letter dated April 30, 2012, regarding the Securities and Exchange Commission Staff’s review of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2011, filed on February 17, 2012. For your convenience, we have included your comments below and have keyed our responses accordingly. Please note, for certain questions, we converted your bullets to letters to facilitate
review of our response.

 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.

 1

 Item 1A. Risk Factors, page 12

 1. We note that you have not included risk factor disclosure addressing the following items, which appear to be material risks to your business:

•

 Please describe the possible negative effects of downgrades in either the company’s credit ratings or the downgrade of the credit ratings of
other institutions or agencies with which the company does business. To the extent that you are aware you are under review for possible downgrade, please disclose this information and quantify the effects of a potential downgrade.

•

 To the extent you rely on third parties for key components of your infrastructure, including online banking capabilities, please discuss this
reliance and the possible risks your dependence presents.

 Please revise your disclosure to include separately
captioned risk factors addressing each of the items noted above. In the event you do not believe one or all of these items present material risks to your business, please provide us with an analysis supporting such conclusion.

Management’s response

 We acknowledge that credit ratings, especially for financial institutions, continue to be an area of focus for all constituencies, including investors. As part of our evaluation of risk factors for the
2011 Form 10-K, we considered our current credit ratings and any known upcoming actions by the rating agencies specifically with respect to us. Information we considered included:

•

 During the 2011 fourth quarter, all three rating agencies reaffirmed their “Stable” ratings outlook for Huntington and the Bank and our
credit ratings are all above investment grade. Standard and Poor’s ratings outlook reflected the results of its new rating methodology, which evaluates banks’ creditworthiness based on economic and industry risks, bank-specific strengths
and weaknesses, as well as the likelihood of external government support.

•

 On October 11, 2011, Moody’s Investors Service upgraded their ratings on both Huntington’s and the Bank’s senior and subordinated
notes.

•

 We were not at the time of filing our 2011 Form 10-K and are not currently under review for possible downgrade by any of the rating agencies. In
addition, credit agency ratings are not as significant to us given our level of core deposit funding.

•

 The Liquidity Risk section on page 71 of our 2011 Form 10-K already described how we manage liquidity risk and included a comment about the impact of a
potential downgrade in our credit ratings. For your convenience, a portion of the Liquidity Risk section is included here –

 2

 In the normal course of business, in order to better manage liquidity risk, we perform
stress tests to determine the effect that a potential downgrade in our credit ratings or other market disruptions could have on liquidity over various time periods. These credit ratings have a direct impact on our cost of funds and ability to raise
funds under normal, as well as adverse, circumstances. The results of these stress tests indicate that at December 31, 2011, sufficient sources of funds were available to meet our financial obligations and fund our operations for 2012.

 Based on our credit ratings circumstances at the time of filing and liquidity risk disclosures described above, we do not
believe this risk was significant enough to include as a risk factor in our 2011 Form 10-K. We did disclose the risk’s impacts and mitigating factors related to the possible negative effect of a downgrade of our credit ratings in other areas of
our 2011 Form 10-K and we will continue to evaluate disclosure of this as a risk factor going forward if our credit ratings circumstances change for the worse.

 The possible negative effect of a downgrade in credit rating of other institutions or agencies with which we do business may impact the fair value of certain derivative instruments used in our asset and
liability management activities. The Derivative Financial Instruments footnote on page 193 of our 2011 Form 10-K describes these derivatives. For your convenience, a portion of that disclosure is included here –

A variety of derivative financial instruments, principally interest rate swaps, cap, floors, and collars, are used in asset and liability
management activities to protect against the risk of adverse price or interest rate movements. These instruments provide flexibility in adjusting Huntington’s sensitivity to changes in interest rates without exposure to loss of principal and
higher funding requirements. Huntington records derivatives at fair value, as further described in Note 19. Collateral agreements are regularly entered into as part of the underlying derivative agreements with Huntington’s counterparties to
mitigate counterparty credit risk. At December 31, 2011 and 2010, aggregate credit risk associated with these derivatives, net of collateral that has been pledged by the counterparty, was $36.4 million and $39.9 million, respectively. The
credit risk associated with derivatives used in asset and liability management activities is calculated after considering master netting agreements.

 At December 31, 2011, Huntington pledged $233.5 million of investment securities and cash collateral to counterparties, while other counterparties pledged $127.0 million of investment securities and
cash collateral to Huntington to satisfy collateral netting agreements. In the event of credit downgrades, Huntington could be required to provide an additional $3.5 million in collateral.

Given the limited exposure with our derivative financial instruments, we do not believe the possible negative effect of a downgrade of
other institutions or agencies with which we do business is a significant risk factor.

 3

 Within our Risk Factors associated with Operational Risk on page 17 of our 2011 Form 10-K,
we discuss risks related to “faulty or disabled computer or telecommunications systems” as well as cyber-attack risks and loss of sensitive data, which would encompass systems and services provided by third-party vendors. From an
operational risk perspective, systems and services provided by third party vendors are monitored and managed using the same risk governance approach as used for our internal processes. The approach includes monitoring key risk indicators, risk
control self-assessment, disaster recovery plans, and investigating and remediating all vendor incidents. Based on this approach and the existing disclosures included under Operational Risks in our 2011 Form 10-K, we believe additional disclosure
regarding risks associated with third party vendors is not necessary at this time.

 In light of the disclosures already
included in the Risk Factor section of our 2011 Form 10-K, we do not believe reliance on third parties alone is a significant risk factor for us and this risk could apply to any issuer. As such, we do not believe it is appropriate to include it as a
risk factor in our 2011 Form 10-K.

 Our chief risk officer is responsible for ensuring that appropriate systems of controls
are in place for managing, monitoring, and reporting risk across Huntington. For each reporting period, our chief risk officer performs a comprehensive review of our risk factors for completeness and relevance in light of our changing circumstances,
current industry developments, and the economic environment. This review is supplemented with feedback from senior management and outside counsel and takes into consideration the guidance provided by Regulation S-K section 229.503(c).

 4

 “The resolution of significant pending litigation, if unfavorable, could have a material adverse
effect on our results of operations for a particular period.” page 17

 2. Please revise this risk factor to specifically
contemplate the litigation discussed in Note 22 to the financial statements and tailor the discussion to the company’s current circumstances.

 Management’s response

 In future filings, beginning with our Form 10-Q
for the fiscal quarter ended June 30, 2012, we will include an update to our risk factors as follows (underlining denotes additions to and strikeouts indicate deletions from our current disclosures):

1. The resolution of significant pending litigation, if unfavorable, could have a material adverse effect on our results of operations
for a particular period.

 We face legal risks in our businesses, and the volume of claims and amount of
damages and penalties claimed in litigation and regulatory proceedings against financial institutions remain high. Substantial legal liability against us could have material adverse financial effects or cause significant reputational harm to us,
which in turn could seriously harm our business prospects. It is possible that the ultimate resolution of these matters, if unfavorable, may be material to the results of operations for a particular reporting period.

Note 22 of the Notes to Consolidated Financial Statements updates the status of litigation concerning Cyberco Holdings,
Inc. Although the bank maintains litigation reserves related to this case, the ultimate resolution of the matter, if unfavorable, may be material to our results of operations for a particular reporting period. (For further discussion, see
Note 22 of the Notes to Consolidated Financial Statements.)

 5

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

 3. We note your statement that the ultimate resolution of certain proposed tax adjustments could
result in penalties and interest and may be material to the company’s results of operations. Please revise this risk factor to provide more detail about the nature of the pending investigations and contested matters.

Management’s response

 We are not involved in any pending investigations with the IRS. However, for tax years 2008 and 2009, we are currently undergoing a routine examination by the IRS and, at the current time, have not
received any unagreed proposed adjustments.

 For the tax years 2006 and 2007, we have appealed certain proposed adjustments
resulting from the routine IRS examinations. It is not an unusual step in the IRS examination process for us to hold discussions with the Appeals Division of the IRS regarding certain unagreed tax matters. We believe the tax positions taken by us
related to such proposed adjustments were correct and supported by applicable statutes, regulations, and judicial authority, and we intend to vigorously defend our positions. In addition, the Income Taxes footnote on page 174 of our 2011 Form 10-K
describes our accounting for income taxes. For your convenience, a portion of the Income Taxes footnote is included here –

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, city, and foreign
jurisdictions. Federal income tax audits have been completed through 2007. The Company has appealed certain proposed adjustments resulting from the IRS examination of the 2006 and 2007 tax returns. Management believes the tax positions taken related
to such proposed adjustments were correct and supported by applicable statutes, regulations, and judicial authority, and intend to vigorously defend them. During 2011, Management entered into discussions with the Appeals Division of the IRS. It is
possible the ultimate resolution of the proposed adjustments, if unfavorable, may be material to the results of operations in the period it occurs. However, although no assurance can be given, Management believes the resolution of these examinations
will not, individually or in the aggregate, have a material adverse impact on our consolidated financial position. In the 2011 third quarter, the IRS began its examination of our 2008 and 2009 consolidated federal income tax returns. Various state
and other jurisdictions remain open to examination for tax years 2005 and forward.

 6

 Huntington accounts for uncertainties in income taxes in accordance with ASC 740,
Income Taxes. At December 31, 2011, Huntington had gross unrecognized tax benefits of $11.9 million in income tax liability related to tax positions. Due to the complexities of some of these uncertainties, the ultimate resolution may
result in a payment that is materially different from the current estimate of the tax liabilities. However, any ultimate settlement is not expected to be material to the Consolidated Financial Statements as a whole. Huntington recognizes interest
and penalties on income tax assessments or income tax refunds in the financial statements as a component of its provision for income taxes. Huntington does not anticipate the total amount of gross unrecognized tax benefits to significantly change
within the next 12 months.

 At this time, we do not believe the amount or nature of the matters currently under appeal
with the IRS is material for purposes of risk factor disclosure, because we do not believe that the amount of the claim we may actually be required to pay, if any, will have a material adverse effect on our financial condition or results of
operations, as we believe our tax positions will be sustained based on the technical merits of each position. We do, however, believe it is appropriate to inform our shareholders that we are subject to ongoing routine tax examinations, and that
these audits, when concluded, may result in a future tax liability.

 7

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 24

 Table 17 – TDR Activity, page 60

 4. We note your disclosure that you have approximately $160 million of existing commercial TDRs that were re-underwritten with new terms providing a concession. With respect to these can you please
tell us the following:

a.
Tell us if all of these amounts were considered nonaccruing TDR’s prior to the latest modification, and if not, please tell us the amounts that were considered
accruing TDR’s versus nonaccruing.

b.
Tell us the types of concessions granted and describe the ways they differ from the original concessions.

c.
Tell us whether you have a policy limiting the number of modifications that can be performed for a specific loan.

d.
It appears that the restructured TDR’s are included in the accruing TDR’s bucket, but please confirm and tell us whether loans are automatically considered
to be accruing TDR’s upon granting of a new concession.

e.
You have disclosed on page 150 the amount of TDR’s that have subsequently defaulted. Tell us the subsequent default rates for TDR’s that have been
remodified with additional concessions and whether the default rate is higher or lower than TDR’s that have not had any additional concessions.

f.
Tell us whether you have recognized additional allowances for these loans upon re-modification of these TDRs in light of the fact that ASC 310-10-50-34 requires that
defaults should be factored into the determination of the allowance for