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Huntington
Preferred Capital, Inc.

Huntington Center

41 South High Street

Columbus, Ohio 43287

Thomas
P. Reed

Vice President

614-480-3470

614-480-5284 Facsimile

September 30, 2005

Via EDGAR

Steven Jacobs

Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

cc: Howard Efron — Staff Accountant

    Re:

    Huntington Preferred Capital, Inc.

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

    SEC File No. 0-33243

Dear Mr. Jacobs:

     We are in receipt of the letter from the Staff of the Securities and Exchange Commission, dated
September 16, 2005, regarding our annual report on Form 10-K for the fiscal year ended December 31,
2004. For your convenience, we have included the Staff’s 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. We are doing that in the spirit of cooperation with the Staff of the Securities and
Exchange Commission, and not because we believe our prior filings are materially deficient or
inaccurate.

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

Ouantitative 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.

Management’s response:

In response to the Staff’s comment, the Staff is supplementally advised that Management believes
that its current disclosures comply with Item 305 of Regulation S-K. In accordance with Item
305(a)(I)(ii), page 33 of the Company’s 2004 Form 10-K expresses the potential loss in future
earnings resulting from a hypothetical change in interest rates over a selected period of time.
However, Management acknowledges that the potential loss in fair values would also be helpful
Information for investors and that future filings will provide the sensitivity analysis disclosures that
express the potential loss in fair values.

Steven Jacobs

September 30, 2005

Page 2

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 filing
filings on Form 10-Q should include summarized financial information of the Bank.

Management’s response:

In response to the Staff’s comment, the Staff is supplementally advised that the Class C
preferred securities are exchangeable into Class C preferred securities of the The Huntington
National Bank (the “Bank”) only if both of following conditions are met:

(1) the Bank becomes undercapitalized, the Office of the Comptroller of the Currency
(“OCC”) anticipates the Bank will become undercapitalized in the near term, or the Bank is
placed in conservatorship or receivership, and

(2) the OCC directs that the exchange take place.

None of the holders of the Company’s Class C preferred securities, the Company or the Bank can
require or force such an exchange.

Management believes that the Company’s 2004 Form 10-K fully complies with SEC’s disclosure
requirements including the requirement of Regulation S-X. Our bases for this conclusion are as
follows.

    1.

    Even though the Bank’s Class C preferred securities were registered with the OCC at
the same time the Company registered its Class C preferred securities with the SEC, the
Bank is not required to file current and periodic reports of the type required to be filed
by the Company. The Bank is able to rely on an exemption (12 CFR
16.20(c)) which relieves
a national bank from the obligation to file such reports if:

a. the national bank is a subsidiary of a one-bank holding company,

b. the financial statements of the national bank and the bank holding
company are substantially the same, and

c. the bank holding company files current and periodic reports with the
SEC.

The Bank is the sole bank subsidiary of Huntington. Huntington files current and periodic reports
with the SEC and is an accelerated filer eligible to use a registration statement on Form S-3 for
primary offerings of its securities. As of December 31, 2004, the Bank comprised 98% of
Huntington’s assets, 99% of Huntington’s loans, and 100% of Huntington’s deposits, and, for the
year ended December 31, 2004, 98% of Huntington’s net income. These percentages are comparable for
the period ended June 30, 2005. On May 3, 2001, Huntington was informed by the OCC that the OCC’s
rule of thumb for compliance with the “substantially the same” financial statement requirement
noted above was 85% of the holding company’s assets. Therefore,
Management believes that the Bank qualifies
for the exemption from the obligation to file current and periodic reports, including the separate
financial statements of the Bank, because Huntington already files substantially the same
information with the SEC.

    2.

    In its Registration Statement of Form S-11, the Bank indicated, “our financial statements and
Huntington Bancshares’ financial statements are substantially the same and thus you can obtain
important information on an ongoing basis about Huntington Bancshares and us by reviewing
Huntington Bancshares’ SEC filings.” The inclusion of the Bank’s financial statements in the Company’s registration statement on
Form S-11 was voluntary. There was no requirement for these financial
statements to be included in the Company’s
registration statement on Form S-11. During the SEC’s review of this registration statement, the
Company was asked to “supplementally tell the Staff what exemption from registration the bank is relying upon for the issuance
of its preferred shares in the event of an automatic exchange.” Management’s response was that the
Bank was “relying on the Section 3(a)(2) exemption from registration under the Securities Act of
1933.” The Staff accepted this explanation. Since that time Huntington has filed periodic

Steven Jacobs

September 30, 2005

Page 3

    reports with the SEC and those periodic reports have updated the Bank’s registration statement on
Form S-11. The Company has taken steps to ensure that each of Huntington’s audited financial statement
continues to update the information contained in that registration statement.

    3.

    Management believes that the circumstances under which a conditional exchange could
occur would be rare. As indicated, the Bank must be, or be expected to become in the near
term, “undercapitalized” or placed in receivership or conservatorship. Under the OCC’s
capital adequacy guidelines, the Bank would be considered undercapitalized if its Tier 1
risk-based capital (“RBC”) ratio is below 4%, its Total RBC ratio is below 8%, or its Tier
leverage ratio is below 4%. As of June 30, 2005, the Bank’s Tier 1 RBC ratio was 6.76%;
its Total RBC ratio was 10.63%; and its Tier 1 leverage ratio was 6.30%. Based on the
lowest of these ratios, the Tier 1 leverage ratio, the Bank would have to suffer a
$683 million loss of capital for it to be considered undercapitalized. Management of
Huntington and Management of the Bank have indicated their intent to
keep the regulatory
capital ratios above “well-capitalized” minimum levels. In
addition, the Bank’s specific regulatory capital ratios were disclosed on
page 6 of the Company’s 2004 annual report on Form 10-K and on page 128 of Huntington’s 2004 Annual Report to
Shareholders, certain portions of which were filed as an exhibit to Huntington’s Form 10-K
for the fiscal year ended December 31, 2004. Huntington’s subsequent quarterly reports
indicated that the Bank’s regulatory capital ratios are in excess of the “well capitalized”
regulatory minimums (see, for example, page 61 of Huntington’s Form 10-Q for the quarter
ended June 30, 2005).

    4.

    As discussed under the caption “Business Risks” in Item 1, Business of the Company’s
2004 Form 10-K, upon a conditional exchange, “there would likely be a significant loss
associated with [the Class C preferred securities].” The risk item discusses the reasons
why the Bank’s Class C preferred securities received in such an exchange would be expected
to have little value. If the Bank were to become undercapitialized, there would likely be
a significant loss associated with the conversion of Class C preferred securities of the
Company into Class C preferred securities of the Bank.
Management believes that the financial
statements of the Bank at the point in time would not provide meaningful additional
information to the holders of the Class C preferred securities because, as disclosed, the
securities would be significantly reduced in value.

Management acknowledges the Staff’s belief that the Company’s disclosures could be enhanced
regarding the conditional exchange of the Class C preferred
securities for securities issued by
the Bank. As a conditional exchange would result in the holders of Class C preferred securities
receiving a security with significantly less value, Management believes that financial information
about the probability of a conditional exchange occurring is more meaningful to the security
holders. In lieu of including financial statements of the Bank or summarized financial information
of the Bank, Management believes that the most relevant financial
information is the Bank’s regulatory capital
ratios. In future periodic filings, beginning with the Company’s 2005 Third Quarter Form
10-Q, the Company proposes to include and update the following type of information when
discussing the exchangeability feature:

    “The OCC, as the primary regulator of the Bank, has the ability to cause the exchange of the
Company’s Class C preferred securities if the Bank (a) becomes “undercapitalized;” (b) the OCC,
in its sole discretion, anticipates that the Bank will become “undercapitalized” in the near
term; or (c) the Bank is placed in conservatorship or receivership. In the event of an
OCC-directed exchange, each holder of the Company’s Class C preferred securities would receive
a Class C preferred security from the Bank.

    The Bank would be considered to be “undercapitalized” if: its Tier 1 risk-based capital (“RBC”)
ratio is below 4%, its Total RBC ratio is below 8% or its Tier 1 leverage ratio is below 4%.
The Bank currently intends to maintain its regulatory capital ratios in excess of the levels it needs to
be “well-capitalized” under regulations issued by the OCC. These guidelines, as well as the
Company’s regulatory capital ratios at September 30, 2005, and for December 31, 2004, are as follows:

Steven Jacobs

September 30, 2005

Page 4

    Under-

    September 30,

    December 31,

    capitalized

    2005

    2004

    Tier 1 RBC ratio

    <4%

    6.xx
    %

    6.08
    %

    Total RBC ratio

    <8%

    10.xx
    %

    10.16
    %

    Tier 1 leverage

    <4%

    5.xx
    %

    5.66
    %

    The Bank is a wholly owned subsidiary of Huntington. Huntington is a one-bank holding company that
files annual, quarterly, and current reports, proxy statements, and other information with the SEC,
under the Securities Exchange Act of 1934, as amended. The financial statements of the Bank and
Huntington are substantially the same and thus investors can obtain important information on an
ongoing basis about the Bank and Huntington by reviewing Huntington’s SEC filings. These filings
are available to the public over the Internet at the SEC’s web site at http://www.sec.gov and on the
investor relations page of our website at http://www.huntington.com. Any document filed by
Huntington with the SEC can be read and copied at the SEC’s public reference facilities. Further
information on the operation of the public reference facilities can be obtained by calling
the SEC at 1-800-SEC-0330. Copies of these SEC filings can be obtained at prescribed rates by
writing to the Public Reference Section of the SEC at 100 F Street
N.E., Washington, D.C. 20549. In
addition, copies of these SEC filings can also be obtained by written
request to Investor Relations,
Hungtington Bancshares Incorporated, 41 South High Street, Columbus, Ohio 43287 or by calling
614-480-4060.”

In summary, Management does not believe it is necessary to amend the Company’s Form 10-K for 2004
to include financial statements of the Bank. However, the Company agrees to enhance it
future disclosures, as discussed above.

    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.

Management’s response:

In response to the Staff’s comment, the Staff is supplementally advised that the Company’s CEO and
CFO considered the following in determining that the Company’s disclosure controls and procedures
were effective:

    1.

    The internal control certifications made by the CEO and CFO of Huntington. Those
certifications were that Huntington had effective internal controls over financial
reporting, based on the criteria of COSO, even with the issues identified by the Federal
Reserve Bank and the Comptroller of the Currency. The Company’s CEO and CFO reviewed
detailed results of the testing of Huntington’s key controls. These tests identified no
material weakness or significant deficiencies. There were control deficiencies that were
identified, which were reviewed by the Company’s CEO and CFO to determine the impact of these
deficiencies for the Company.

    2.

    Deloitte & Touche expressed unqualified opinions on Huntington’s process to assess
internal controls and the effectiveness of internal controls over financial reporting as
of December 31, 2004.

    3.

    The detailed results of Huntington’s tests of internal controls over financial
reporting. Since the Company’s primary assets are participation interests in loans
acquired from the Bank and the Company’s primary source of revenue is the interest and fee
income from these participation interests, the scope of the Company’s financial controls
and reporting

Steven Jacobs

September 30, 2005

Page 5

    processes are much narrower than those of Huntington. The Company has designated
personnel whose primary responsibility is to ensure that all the Company’s entries are
accurately and completely recorded, the participation process between the Bank and the Company
is correct, and the Company’s accounts are properly reported in the Company’s
financial statements and reports filed with the SEC. The Company has also automated
interfaces between the loan application systems of the Bank and the Company’s general
ledger.

    4.

    The review and feedback from the Company’s Disclosure Review Committee. The
Disclosure Review Committee meets each quarter to ensure that material information
relating to the financial and operating condition of the Company is properly reported to
its chief executive officer, chief financial officer, internal auditors, and the audit
committee in connection with the preparation and filing of periodic reports and the
certification of those reports by the chief executive officer and chief financial officer.

The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure contained in
the filing;

    •

    Staff comments or changes to disclosures in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Company may not a