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CORRESP
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CORRESP

 August 6, 2012

 Stephanie Ciboroski

 Senior Assistant Chief Accountant

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

 Form 10-Q for the Quarterly period ended March 31, 2012, filed April 30, 2012

 Response dated May 29, 2012

 Dear Ms. Ciboroski:

 This letter is in response to your letter dated
July 9, 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.

•

 Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, filed on April 30, 2012.

•

 Response dated May 29, 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.

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

 Management’s response

 In Note 17, Income Taxes, of the notes to the
consolidated financial statements of our 2011 Form 10-K, we disclosed the following regarding how we account for uncertain tax positions –

 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.

 When we originally evaluated this for disclosure as an operational risk, we focused on the fact that “due to the complexities of some of the uncertainties, the ultimate resolution may result in a
payment that is materially different from the current estimate of the tax liabilities”. Based on this fact, we elected to include this as an operational risk factor in our 2011 Form 10-K.

Upon subsequent review, we focused on the magnitude of the risk and the potential consequences. Under this approach, we do not believe
the amount and nature of the matters currently under appeal with the IRS are material 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. We believe our tax positions will be sustained based on the technical merits of each position.

 As a
result, we do not believe this is currently a material risk and do not plan to include it in our risk factors beginning with our 2012 Form 10-K. We will evaluate this determination on a quarterly basis and only include an update to our risk factors
if a material Federal or State Tax proposed adjustment does not meet the more-likely-than-not recognition threshold pursuant to ASC 740, Income Taxes. The update to risk factors would include sufficient detail to understand the magnitude of the risk
and potential consequences.

 2

 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 information 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.

 Management’s response

 As noted on pages 96 and 97 of our June 30, 2012 Form 10-Q, we disclosed accruing vs. nonaccruing TDRs prior to
remodification, types of concessions granted, and our policy for accrual vs. non-accrual for restructured TDRs.

 3

 Table 20 – Criticized Commercial Loan 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.

 Management’s response

 When used in prior filings, we used the term “problem loans” generically to refer to loans that our Credit Administration group would deem to be of heightened credit risk such as NALs and
accruing loans past due 90 days or more. We did not utilize the term to mean “potential problem loans” as defined in Industry Guide 3 – Statistical Disclosure by Bank Holding Companies. To avoid any confusion within
our future filings, we will define the term “Problem Loans” in our Glossary of Acronyms and Terms and add a cross reference to where the information is located in the Form 10-Q. Following is our proposed disclosure.

 Problem Loans

Includes nonaccrual loans and leases (Table XX), troubled debt restructured loans (Table XX), accruing loans and leases past due 90 days or more (aging analysis section of
Footnote X), and Criticized commercial loans (credit quality indicators section of Footnote X).

 4

 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 to believe
this definition of payment default is appropriate, please disclose this limitation given your policy around re-defaults.

Management’s response

 Our policy has been to define subsequent re-defaults at 120 days past due for our automobile, second-lien home equities, and other consumer loans, and 150 days past due for our residential mortgage and
first lien home equity loans, although any loan in our portfolio may be considered in payment re-default prior to these guidelines. As generally accepted accounting standards do not define payment re-default, our intent was to align this with our
nonaccrual policy as the loans are modified to terms that should allow the borrower to perform under the modified terms. Our ALLL considers the probability of payment re-default through the FICO scores and payment habits of the borrower.

Effective July 1, 2012, we will change our policy to prospectively disclose subsequent payment re-defaults as defined as no later
than 90 days past due for all loans. Enacting this policy change during the 2012 third quarter will allow us sufficient time to aggregate the information and verify its accuracy prior to inclusion in our filings.

 5

 Schedule 14A filed March 8, 2012

 Compensation Discussion and Analysis, page 19

 5. We note your response to prior
comments 10 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, using 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.

Management’s response

 As discussed on July 25, 2012, with Suzanne Hayes and Laura Crotty, we have worked with our Human Resources personnel to develop a different methodology for awarding annual cash and long-term incentive
awards to the named executive officers. However, we were unable to use the 2011 fiscal year as an example because the compensation committee did not have access in 2011 to the information we propose to provide to them on a going forward
basis. Instead, we have created the following template showing our proposed disclosure for both our annual cash and long-term incentive compensation plan awards for future periods.

Annual Cash Incentive Award (Management Incentive Plan)

The objective of our Management Incentive Plan for Covered Employees (the “Management Incentive Plan”) is to
motivate and reward executives for achieving (or exceeding) annual financial, strategic, and operational goals that ultimately support sustained long-term profitable growth of the company and value creation for shareholders. Incentives paid reflect
company performance on key short-term strategic, financial, and operational measures, adjusted in the discretion of the CEO and the Compensation Committee, for business unit and individual performance.

Each executive has an annual target incentive opportunity, expressed as a percentage of base salary, reflective of the
executive’s role and competitive market practice. Awards are determined based on corporate performance and business unit and individual performance. Corporate performance is measured at the end of the year relative to threshold, target, and
maximum performance levels. Threshold performance results in one half the targeted award while superior performance can result in up to two times the targeted award. The Management Incentive Plan allows for awards to be earned under each plan
criterion, independent of the other criteria. We interpolate between the threshold, target, and maximum goals to ensure sound incentive compensation arrangements and appropriate pay for performance alignment. It is the intent of the Compensation
Committee that maximum awards are only paid for truly exceptional performance and goals are set accordingly. Final awards may be adjusted, in the discretion of the CEO and the Compensation Committee, for business unit and individual performance to
align with our pay for performance philosophy.

 Corporate performance metrics for annual cash incentives for
the Management Incentive Plan in 20     were determined to be [as possible examples which may change from year to year: pre-tax pre-provision earnings, deposit growth, and credit quality (net charge-offs)]. These performance
metrics were chosen from among the list of available criteria under the Management Incentive Plan. These metrics represented key short-term strategic areas of focus intended to support long-term success. They also reflected a strong balance across
multiple key measures, bolstering the company’s view of holistic pay determination and risk appropriate programs.

 For each metric, the company determined a threshold, target, and maximum level of achievement that would correspond to a specific funding level. The goals were set based on the company’s operating
plan for 20     . The table below provides the schedule of metrics and goals that the Compensation Committee approved for 20     .

 6

 Metric

Weighting

Threshold

Target

Maximum

 1

 2

 3

 The company’s actual performance was reviewed and certified by the Compensation
Committee, and resulted in an overall incentive pool that was XX% of our targeted opportunities under the 20     Plan.

Actual

Performance

 Metric

Weighting

Achievement

Factor

 1

 2

 3

 Based on the overall performance factor of XX% of target, individual awards for
executives were capped at XX% of the targeted award. Due to 162m restrictions, awards to the Named Executive Officers could have been adjusted downward but not increased above the XX% cap. Final awards may be adjusted, in the discretion of the CEO
and the Compensation Committee, for business unit and individual performance. These business unit and individual performance adjustments for the Named Executive Officers are described below under “Compensation of the Named Executive
Officers”.

 Long-Term Incentive Compensation

The Compensation Committee engaged the independent compensation consultant to develop long-term incentive award ranges
based on competitive market practice. The Compensation Committee reviewed and approved the long-term incentive targets and ranges, along with the impact of potential total compensation that could result given varying levels of performance and
grants. The Compensation Committee approved the long-term incentive ranges for use in determining long-term incentive grants by individual.

 The 20     long-term incentive targets and ranges are defined below. Target awards are defined as a percentage of base salary with a range to allow for awards to vary in order to
reflect individual performance.

 Long-Term Incentive Range

(% of Base Salary)

Low

Target

Maximum

 CEO

 CFO

 Other Named Executives

 For the 20     grants, the chief executive officer evaluated the
performance of his direct reports, including the other named executive officers, and made recommendations for their awards to the Compensation Committee. Consistent with the company’s philosophy, his evaluation was based on a holistic approach
that included individual performance and contributions, retention value of current equity ownership, historical long-term incentive compensation awards and the market-based framework the independent consultant developed. The Compensation Committee
reviewed the annual performance appraisals prepared by the chief executive officer for each of the other named executive officers. The Compensation Committee approved awards in 20     for the named executive officers, excluding
the chief executive officer, as recommended. The Compensation Committee evaluated the chief executive officer’s performance for the purpose of determining a 20     long-term incentive award. The key factors included in his
evaluation are discussed under compensation of named Executive Officers below.

 7

 Compensation of the Named Executive Officers

When adjusting MIP awards for business unit and individual performance, and determining the long-term incentive
compensation awards, the CEO and Compensation Committee considered the performance of each executive under the following common factors: [These factors may change from year to year. Examples in any particular year may be: financial and
operating results, strategic planning and implementation, risk managem