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Huntington Preferred Capital     Correspondence

    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

December 12, 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:

     Based on a request by the Staff of the Securities Exchange Commission
 during a telephone conversation on November 29, 2005, we are
submitting the draft of the Huntington Preferred Capital, Inc. Form
10-K/A which was previously submitted to you via email on
November 23, 2005.
Further, we are updating our letter to you dated November 3, 2005, which acknowledges that we are
in receipt of the letter from the Staff of the Securities and Exchange Commission, dated October
12, 2005, responding to our letter filed on September 30, 2005, responding to your September 16,
2005 letter regarding the annual report on Form 10-K for the fiscal year ended December 31, 2004
(“2004 Form 10-K”) of Huntington Preferred Capital, Inc. (the “Company”).

     After discussing the
 Company’s
draft amendment with the Staff of the Securities Exchange Commission, the Company has agreed that the
 financial statements of Huntington Bancshares Incorporated
(“Huntington”), which we had proposed to incorporated by reference in the draft Form 10-K/A, will instead be
filed (and not incorporated by reference) as an exhibit to the proposed Form 10-K/A. The
Company agrees that its future filings on Form 10-Q or Form 10-K will either include summarized
Huntington financial information or the full financial statements of Huntington as an exhibit to such filing.

The Company further 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 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.

Steven Jacobs

December 12, 2005

Page 2

     We believe that the foregoing response addresses your comments. In the event you disagree
with our conclusions, we would appreciate an opportunity to confer with you to clarify our
response. Please contact me at (614) 480-3470 if you have any questions, would like to set up a
conference call, or would like further information about this response.

Sincerely,

Thomas P. Reed

Vice President

Huntington Preferred Capital, Inc.

    Copies to

    Donald R. Kimble, President, Huntington Preferred Capital, Inc.

    Richard A. Cheap, Vice President, Huntington Preferred Capital, Inc.

DRAFT

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

    þ

    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2004

or

    o

    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file Number 000-33243

Huntington Preferred Capital, Inc.

(Exact name of registrant as specified in its charter)

    Ohio

(State or other jurisdiction of

incorporation or organization)

    31-1356967

(I.R.S. Employer

Identification No.)

    41 S. High Street, Columbus, OH

(Address of principal executive offices)

    43287

(Zip Code)

Registrant’s telephone number, including area code (614) 480-8300

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Noncumulative Exchangeable Preferred Securities, Class C (Liquidation Amount $25.00 each)

(Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. þ Yes o No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act).

     o Yes þ No

     All common stock is held by affiliates of the registrant as of December 31, 2004. As of
February 28, 2005, 14,000,000 shares of common stock without par value were outstanding. The
aggregate market value of the common stock held by non-affiliates of the registrant as of the close
of business on June 30, 2004: $0.00

Documents Incorporated By Reference

     Part III of this Form 10-K incorporates by reference certain information from the registrant’s
definitive Information Statement for the 2005 Annual Shareholders’ Meeting.

DRAFT

HUNTINGTON PREFERRED CAPITAL, INC.

EXPLANATORY NOTE

This Amendment No. 1 to Huntington Preferred Capital, Inc.’s Annual Report on Form 10-K for the
year ended December 31, 2004 (Amendment No. 1) is being filed to enhance the risk factor disclosure
regarding the conditional exchange of Huntington Preferred Capital, Inc.’s Class C preferred
securities for securities issued by The Huntington National Bank (see page 12 of this Amendment No.
1). In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as
amended, the Registrant has included in this Amendment No. 1 only Item 1 of Part I and Item 15 of
Part IV. This Amendment No. 1 does not amend the remainder of the information contained in the
original filing. This Amendment No. 1 continues to speak as of the date of the original filing of
Huntington Preferred Capital, Inc.’s Form 10-K on March 25, 2005. Huntington Preferred Capital,
Inc. has not updated the disclosures in this Amendment No. 1 to speak as of a later date. All
information contained in this Amendment No. 1 is subject to updating and supplementing as provided
in the periodic reports filed with the Securities Exchange Commission subsequent to the original
filing date.

INDEX

    Part I.

    Item 1.

    Business

    3

    Item 2.

    Properties

    17

    Item 3.

    Legal Proceedings

    17

    Item 4.

    Submission of Matters to a Vote of Security Holders

    17

    Part II.

    Item 5.

    Market for Registrant’s Common Equity and Related Shareholder Matters

    17

    Item 6.

    Selected Financial Data

    18

    Item 7.

    Management’s Discussion and Analysis of Financial Condition and

    Results of Operations

    19

    Item 7A.

    Quantitative and Qualitative Disclosures About Market Risk

    33

    Item 8.

    Financial Statements and Supplementary Data

    33

    Item 9.

    Changes in and Disagreements with Accountants on Accounting and

    Financial Disclosure

    50

    Item 9A.

    Controls and Procedures

    50

    Item 9B.

    Other Information

    50

    Part III.

    Item 10.

    Directors and Executive Officers of the Registrant

    50

    Item 11.

    Executive Compensation

    50

    Item 12.

    Security Ownership of Certain Beneficial Owners and Management

    50

    Item 13.

    Certain Relationships and Related Transactions

    50

    Item 14.

    Principal Accounting Fees and Services

    50

    Part IV.

    Item 15.

    Exhibits and Financial Statement Schedules

    50

    Signatures

    52

    Exhibits

2

DRAFT

Huntington Preferred Capital, Inc.

Part I

Item 1: Business

General

     Huntington Preferred Capital, Inc. (HPCI) was organized under Ohio law in 1992 and designated
as a real estate investment trust (REIT) in 1998. HPCI’s common stock is owned by three related
parties: HPC Holdings-III, Inc. (HPCH-III); Huntington Preferred Capital II, Inc. (HPCII); and
Huntington Bancshares Incorporated (Huntington). HPCI and HPCII are subsidiaries of HPCH-III, which
is a subsidiary of Huntington Preferred Capital Holdings, Inc. (Holdings). Holdings is a subsidiary
of The Huntington National Bank (the Bank), a national bank association organized under the laws of
the United States and headquartered in Columbus, Ohio. The Bank is a wholly owned subsidiary of
Huntington, also headquartered in Columbus, Ohio. HPCI has one subsidiary, HPCLI, Inc. (HPCLI), a
taxable REIT subsidiary formed in March 2001 for the purpose of holding certain assets (primarily
leasehold improvements). The following chart outlines the relationship among affiliated entities at
December 31, 2004:

     Effective February 18, 2005, Huntington Preferred Capital Holdings, Inc. transferred 34% of
the ownership of HPC Holdings-III, Inc. to Huntington Capital Financing LLC, an indirect subsidiary
of the Bank.

3

DRAFT

General Description of Assets

     The Internal Revenue Code requires a REIT to invest at least 75% of the total value of its
assets in real estate assets, which includes residential real estate loans and commercial real
estate loans, including participation interests in residential or commercial real estate loans,
mortgage-backed securities eligible to be held by REITs, cash, cash equivalents which includes
receivables, government securities, and other real estate assets (REIT Qualified Assets). As of
December 31, 2004, 97.1% of HPCI’s assets were invested in REIT Qualified Assets and 2.9% were
invested in commercial and consumer loans and other assets that were not REIT Qualified Assets.
HPCI must satisfy other asset and income tests in order to remain qualified as a REIT. In
addition, HPCI must satisfy other tests in order to maintain its exemption from the registration
requirements of the Investment Company Act. Additional information regarding these tests is set
forth in the “Qualification Tests” section of Management’s Discussion and Analysis of Financial
Condition and Results of Operations in Part II, Item 7 of this report.

Commercial and Commercial Real Estate Loans

     HPCI owns participation interests in unsecured commercial loans and commercial loans secured
by non-real property such as industrial equipment, livestock, furniture and fixtures, and
inventory. Participation interests acquired in commercial real estate loans are secured by real
property such as office buildings, multi-family properties of five units or more, industrial,
warehouse, and self-storage properties, office and industrial condominiums, retail space, strip
shopping centers, mixed use commercial properties, mobile home parks, nursing homes, hotels and
motels, churches, and farms. Commercial and commercial real estate loans may not be fully
amortizing. This means that the loans may have a significant principal balance or “balloon” payment
due on maturity. Additionally, there is no requirement regarding the percentage of any commercial
or commercial real estate property that must be leased at the time HPCI acquires a participation
interest in a commercial or commercial real estate loan secured by such property nor are commercial
loans required to have third party guarantees.

     The credit quality of a commercial or commercial real estate loan may depend on, among other
factors, the existence and structure of underlying leases; the physical condition of the property,
including whether any maintenance has been deferred; the creditworthiness of tenants; the
historical and anticipated level of vacancies; rents on the property and on other comparable
properties located in the same region; potential or existing environmental risks; the availability
of credit to refinance the loan at or prior to maturity; and the local and regional economic
climate in general. Foreclosures of defaulted commercial or commercial real estate loans generally
are subject to a number of complicating factors, including environmental considerations, which are
not generally present in foreclosures of residential real estate loans.

     At December 31, 2004, $3.4 billion, or 89.6%, of the commercial and commercial real estate
loans underlying HPCI’s participation interests in such loans were secured by a first mortgage or
first lien and most bear variable or floating interest rates. The remaining balance is comprised
of $0.3 billion of second, third, and fourth mortgages, and $0.1 billion of loans secured by
non-real property.

Consumer Loans

     HPCI owns participation interests in consumer loans secured by automobiles, trucks, equipment,
or a first or junior mortgage on the borrower’s primary residence. Many of these mortgage loans
were made for reasons such as home improvements, acquisition of furniture and fixtures, or debt
consolidation. These loans are predominately repaid on an installment basis and income is accrued
based on the outstanding balance of the loan over terms that range from 6 to 360 months. Of the
loans underlying the consumer loan participations, most bear interest at fixed rates.

Residential Real Estate Loans

     HPCI owns participation interests in adjustable rate, fixed rate, conforming, and
nonconforming residential real estate loans. Conforming residential real estate loans comply with
the requirements for inclusion in a loan guarantee or purchase program sponsored by either the
Federal Home Loan Mortgage Corporation (FHLMC) or Federal National Mortgage Association (FNMA). For
2005, the maximum principal balance allowed on conforming residential real estate loans ranges from
$359,650 for one-unit residential loans to $691,600 for four-unit residential loans. Nonconforming
residential real estate loans are residential real estate loans that do not qualify in one or more
respects for purchase by FNMA or FHLMC under their standard programs. A majority of the
nonconforming residential real estate loans underlying the participation interests acquired by HPCI
to date are nonconforming because they have original principal balances which exceeded the
requirements for FHLMC or FNMA programs, the original terms are shorter than the minimum
requirements for FHLMC or FNMA programs at the time of origination, or generally because they vary
in

4

DRAFT

certain other respects from the requirements of such programs other than the requirements
relating to creditworthiness of the mortgagors.

     Each residential real estate loan is evidenced by a promissory note secured by a mortgage or
deed of trust or other similar security instrument creating a first or second lien on single-family
residential properties. Residential real estate properties underlying residential real estate loans
consist of individual dwelling units, individual condominium units, two- to four-family dwelling
units, and townhouses.

Geographic Distribution

     The
following table shows the geographic location of loans underlying
HPCI’s loan participations at December 31, 2004:

Table 1 — Total Loan Participation Interests by Geographic Location

    (in thousands of dollars)

    Percentage by

    Aggregate

    Aggregate

    Number

    Principal

    Principal

    State

    of Loans

    Balance

    Balance

    Ohio

    18,965

    $
    2,602,053

    53.2
    %

    Michigan

    9,195

    1,417,949

    29.0

    Indiana

    2,471

    392,711

    8.0

    Kentucky

    1,848

    308,270

    6.4

    32,479

    4,720,983

    96.6

    All other locations

    483

    168,290

    3.4

    Total loan participation interests