SecProbe.io

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Mail Stop 4561

      September 16, 2005

Mr. Thomas P. Reed
Vice President and Director
Huntington Preferred Capital, Inc.
41 S. High Street
Columbus, OH  43287

Re:	Huntington Preferred Capital, Inc.
Form 10-K for the fiscal year ended December 31, 2004
      Filed March 25, 2005
      File No. 0-33243

Dear Mr. Reed:

      We have reviewed your filing and have the following
comments.
We have limited our review to only the issues addressed below and
do
not intend to expand our review to other portions of your
documents.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004

Quantitative and Qualitative Disclosures About Market Risk, page
33
1. Please revise to include the information required by Item 305
of
Regulation S-K to quantify the fair value risk associated with
your
participation interests in fixed rate debt.

Related Party Transactions, page 47
2. We note that your Class C preferred securities are
exchangeable,
without shareholder approval, for preferred securities of the
Bank.
In view of the exchangeability feature, Form 10-K should be
amended
to include the financial statements of the Bank.  Future filings
on
Form 10-Q should include summarized financial information of the
Bank.

Controls and Procedures, page 50
3. Please help us understand, in sufficient detail, the factors
that
you considered in determining that your disclosure controls and
procedures were effective in light of your reliance on the Bank
and
its control environment and the recent deficiencies that were
identified by the Federal Reserve Bank of Cleveland relating to
areas
of Huntington Bancshares Inc.`s corporate governance, internal
audit,
risk management and financial and regulatory reporting.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Howard Efron, Staff Accountant, at (202) 551-
3439 or me at (202) 551-3403 if you have questions regarding
comments
on the financial statements and related matters.

								Sincerely,

      Steven Jacobs
      Branch Chief

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Mr. Thomas P. Reed
Huntington Preferred Capital, Inc.
September 16, 2005
Page 3

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