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SEC Company Response from HUNTINGTON BANCSHARES (HBAN) — Jan 8, 2014

HUNTINGTON BANCSHARES INC /MD/ (HBAN, HBANL, HBANM, HBANP, HBANZ) (CIK 0000049196)
Date: Jan. 8, 2014 · CIK: 0000049196 · Accession: 0001193125-14-005320

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File numbers found in text: 333-192600

Date
January 8, 2014
Author
Richard A. Cheap
Form
CORRESP
Company
HUNTINGTON BANCSHARES INC /MD/ (HBAN, HBANL, HBANM, HBANP, HBANZ) (CIK 0000049196)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Huntington Bancshares Incorporated Registration Statement on Form S-4; File No. 333-192600 Request for Acceleration

Dear Ms. Hayes:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Huntington Bancshares Incorporated (the “Company”) hereby requests that its Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on November 27, 2013 (File No. 333-192600), as amended on December 20, 2013 and January 8, 2014 (the “Registration Statement”), be made effective at the close of business on January 9, 2014, or as soon as possible thereafter.

In connection with the foregoing request for acceleration of effectiveness, the Company hereby acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

United States Securities and Exchange Commission

Page 2

Please contact Nicholas G. Demmo of Wachtell, Lipton, Rosen & Katz at (212) 403-1381 with any questions you may have concerning this request. In addition, please notify Mr. Demmo when this request for acceleration has been granted.

HUNTINGTON BANCSHARES

INCORPORATED

By:

/s/ Richard A. Cheap

Name:

Richard A. Cheap

Title:

General Counsel and Secretary, Huntington Bancshares Incorporated

cc: Nicholas G. Demmo, Wachtell, Lipton, Rosen & Katz

Show Raw Text
CORRESP
1
filename1.htm

Acceleration Request

 Huntington Bancshares Incorporated

41 South High Street

Columbus, OH 43287

 (614)
480-4647

 January 8, 2014

 VIA EDGAR

 Ms. Suzanne Hayes

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Huntington Bancshares Incorporated

Registration Statement on Form S-4; File No. 333-192600

Request for Acceleration

 Dear Ms. Hayes:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Huntington Bancshares Incorporated (the “Company”) hereby
requests that its Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on November 27, 2013 (File No. 333-192600), as amended on December 20, 2013 and January 8, 2014
(the “Registration Statement”), be made effective at the close of business on January 9, 2014, or as soon as possible thereafter.

In connection with the foregoing request for acceleration of effectiveness, the Company hereby acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 United States Securities and Exchange Commission

Page 2

 Please contact Nicholas G. Demmo of
Wachtell, Lipton, Rosen & Katz at (212) 403-1381 with any questions you may have concerning this request. In addition, please notify Mr. Demmo when this request for acceleration has been granted.

 HUNTINGTON BANCSHARES

INCORPORATED

By:

 /s/ Richard A. Cheap

Name:

Richard A. Cheap

Title:

General Counsel and Secretary, Huntington Bancshares Incorporated

 cc: Nicholas G. Demmo, Wachtell, Lipton, Rosen & Katz