SecProbe.io

CORRESP
 1
 filename1.htm

 August 8, 2025

 VIA EDGAR

 Aisha Adegbuyi
 Division of Corporation Finance
 Office of Finance
 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Huntington Bancshares Incorporated
 Registration Statement on Form S-4
 File No. 333-288793
 Request for Effectiveness

 Dear Ms. Adegbuyi:

 Reference is made to the Registration Statement on Form S-4 (File No. 333-288793) filed by Huntington Bancshares Incorporated (the “ Company ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) on
 July 21, 2025, as amended on August 8, 2025 (the “ Registration Statement ”).

 The Company hereby requests the Registration Statement be made effective at 5:00 p.m., Eastern Time, on August 12, 2025, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act
 of 1933, as amended.

 Please contact Nicholas G. Demmo at (212) 403-1381 or NGDemmo@wlrk.com with any questions you may have concerning this letter, or if you require any additional information.  Please notify Mr. Demmo when this request for
 acceleration of effectiveness of the Registration Statement has been granted.

 [ Signature Page Follows ]

 Very truly yours,

 HUNTINGTON BANCSHARES INCORPORATED

 By:

 /s/ Marcy C. Hingst

 Name:

 Marcy C. Hingst

 Title:

 Senior Executive Vice President and General Counsel

 cc:

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 23, 2025

Stephen D. Steinour
Chief Executive Officer
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

 Re: Huntington Bancshares Incorporated
 Registration Statement on Form S-4
 Filed July 21, 2025
 File No. 333-288793
Dear Stephen D. Steinour:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Nick Demmo, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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CORRESP

 Huntington Bancshares Incorporated

41 South High Street

Columbus, Ohio 43287

(614) 480-2265

March 22, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Christopher Wall

Re:    Huntington Bancshares Incorporated

Registration Statement on Form S-4

File No. 333-263547

Request for Acceleration

Dear Mr. Wall:

 Reference is made to the
Registration Statement on Form S-4 (File No. 333-263547) filed by Huntington Bancshares Incorporated (the “Company”) with the U.S. Securities and
Exchange Commission on March 14, 2022 (the “Registration Statement”).

 The Company hereby requests the Registration
Statement be made effective at 4:00 p.m., Eastern time, on March 24, 2022, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended.

If you have any questions or comments concerning this letter, or if you require any additional information, please feel free to contact Mark
Veblen or Kathryn Gettles-Atwa of Wachtell, Lipton, Rosen & Katz at (212) 403-1396, (212) 403-1142, respectively. Please notify either of them when this request
for acceleration has been granted.

 [signature page follows]

Very truly yours,

Huntington Bancshares Incorporated

By:

 /s/ Jana J. Litsey

Name:

Jana J. Litsey

Title:

General Counsel and Senior Executive Vice President

cc:
 Mark Veblen, Wachtell, Lipton, Rosen & Katz

Kathryn Gettles-Atwa, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
March 21, 2022
Jana Litsey
General Counsel
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Re:Huntington Bancshares Incorporated
Registration Statement on Form S-4
Filed on March 14, 2022
File No. 333-263547
Dear Ms. Litsey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christopher Wall at 202-551-4162 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 March 14, 2022

VIA EDGAR

 U.S. 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

 Filed on March 14, 2022

Ladies and Gentlemen:

 Reference is made to the
above-referenced Registration Statement on Form S-4, filed with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”), on the date
hereof, in connection with the proposed offer by Huntington Bancshares Incorporated (the “Company”) to exchange (the “Exchange Offer”) up to the aggregate principal amount outstanding of the Company’s
unregistered 2.487% Fixed-to-Fixed Rate Subordinated Notes due 2036 (the “Restricted Notes”) for an equal aggregate principal amount of the respective
series of the Company’s 2.487% Fixed-to-Fixed Rate Subordinated Notes due 2036 (the “Registered Notes”), the offer of which has been registered
under the Act. The Company is registering the Exchange Offer in reliance on the position of the staff of the U.S. Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation
(April 13, 1989), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman & Sterling (July 2, 1993).

This will confirm that the Company has not entered into any arrangement or understanding with any person to distribute the Registered Notes
and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the Registered Notes in its ordinary course of business and has no arrangement or understanding with any person to
participate in the distribution of the Registered Notes. In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is being registered for the
purpose of secondary resales, any security holder using the Exchange Offer to participate in a distribution of the Registered Notes (1) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (April 13,
1989) or similar letters and (2) must comply with registration and prospectus delivery requirements of the Act in connection with any sale or transfer of the Registered Notes, unless the sale or transfer is made pursuant to an exemption from
those requirements. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K. In addition, the Company will (i) make each person

participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Restricted Notes acquired for its own account as a result of market-making
activities or other trading activities, and who receives Registered Notes in exchange for such Restricted Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Act in
connection with any resale of such Restricted Notes and (ii) include in the transmittal letter to be submitted to the Exchange Agent by an exchange offeree in order to participate in the Exchange Offer a provision to the following effect:

If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner: (1) represents that it is
participating in the Exchange Offer for its own account and is exchanging Restricted Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or
understanding with any person to distribute the Restricted Notes and (3) acknowledges that it will deliver a prospectus meeting the requirements of the Act in connection with any resale of such Restricted Notes; however, by so acknowledging and
by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Act.

 See
Shearman & Sterling (July 2, 1993).

 [Signature Page Follows]

Very truly yours,

HUNTINGTON BANCSHARES INCORPORATED

By:

 /s/ Derek S. Meyer

Name: Derek S. Meyer

Title: Executive Vice President and Treasurer

 [Signature Page to SEC Correspondence Letter]

CORRESP
1
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    February 12, 2021

    VIA EDGAR

    Julia Griffith

    Division of Corporation Finance

    Office of Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            Huntington Bancshares Incorporated

            Registration Statement on Form S-4

            File No. 333-252517

            Request for Effectiveness

    Dear Ms. Griffith:

    Reference is made to the Registration Statement on Form S-4 (File No. 333-252517) filed by Huntington Bancshares Incorporated (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”)
      on January 28, 2021, as amended on February 12, 2021 (the “Registration Statement”).

    The Company hereby requests the Registration Statement be made effective at 12:00 p.m., Eastern Time, on February 17, 2021, or as soon as
      possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.

    Please contact Jacob A. Kling at (212) 403-1003 or JAKling@wlrk.com with any questions you may have concerning this letter, or if you
      require any additional information.  Please notify Mr. Kling when this request for acceleration of effectiveness of the Registration Statement has been granted.

    [Signature Page Follows]

            Very truly yours,

            HUNTINGTON BANCSHARES INCORPORATED

            By:

            /s/ Stephen D. Steinour

            Name:

            Stephen D. Steinour

            Title:

            Chairman, President and

              Chief Executive Officer

            cc:

            Jacob A. Kling, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
February 4, 2021
Stephen D. Steinour
Chief Executive Officer
Huntington Bancshares Incorporated
41 South High Street
Columbus, OH 43287
Re:Huntington Bancshares Incorporated
Registration Statement on Form S-4
Filed January 28, 2021
File No. 333-252517
Dear Mr. Steinour :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Julia Griffith at 202-551-3267 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jacob Kling

Mail Stop 4720

December 2 1, 2017

Howell D. McCullough III
Chief Financial Officer
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

Re: Huntington Bancshares Incorporated
Form 10 -K for the Fiscal Year Ended December 31, 2016
Filed February 22, 2017
File No. 001-34073

Dear Mr. McCullough III :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief
Office of Financial Services

CORRESP
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		Document

November 30, 2017

VIA EDGAR

Mr. Gus Rodriguez

Accounting Branch Chief

Office of Financial Services

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, 2016, filed February 22, 2017

•

 Form 10-Q for the quarterly period ended September 30, 2017, filed October 30, 2017

Dear Mr. Rodriguez:

This letter sets forth the responses of Huntington Bancshares Incorporated (the "Company") to comments received from the Staff of the Division of Corporation Finance ("the Staff") of the Securities and Exchange Commission set forth in your letter dated November 16, 2017 (the "Comment Letter"), with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the "Annual Report") and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (the "Quarterly Report").  Unless the context requires otherwise, references to "we," "our," "us," "Huntington," or "the Company" in the responses below refer to Huntington Bancshares Incorporated.  For the convenience of the Staff, the comment in the Comment Letter is reprinted in italics below and is followed by the corresponding response of the Company.

Form 10-K for the period ended December 31, 2016

Note 4. Loans / Leases and Allowance for Credit Losses

Impaired Loans, page 128

1.

 Please reconcile the difference between the portion of the allowance for loan and lease losses attributable to loans individually evaluated for impairment of $21,546 at December 31, 2016 on page 128 and the related allowance for loan and lease losses by class tables at December 31, 2016 on page 130. Please also reconcile the difference between the portion of the loan and lease ending balance attributable to purchase credit-impaired loans and attributable to loans individually evaluated for impairment of $975,894 at December 31, 2016 on page 128 and the total ending balance by class tables at December 31, 2016 on page 130. Please also tell us the reasons for these apparent differences and the impact, if any, on your financial statements. Please provide us with your materiality analysis under Staff Accounting Bulletin 99.

Securities and Exchange Commission

Mr. Gus Rodriguez

Page 2

Response

We acknowledge that the tables on pages 128 and 130 of the Annual Report differ in the manner noted in your comment.  During the second quarter 2017 reporting process, we identified an error in the presentation of impaired commercial and industrial ("C&I") and commercial real estate ("CRE") loans on page 130 of the Annual Report.  This error was deemed to be an isolated spreadsheet error which overstated impaired loans by $232 million at December 31, 2016 and is illustrated in the following table:

 December 31, 2016

 September 30, 2017

dollar amounts in thousands

 Carrying Value

 Allowance for Loan & Lease Losses

 Carrying Value

 Allowance for Loan & Lease Losses

Impaired Loans

 $

 1,573,919

 $

 55,684

 $

 1,318,557

 $

 48,443

Spreadsheet error

 (232,317

 )

 (3,609

 )

 —

 —

Credit Card TDRs

 1,463

 877

 —

 —

Pro Forma Adjusted Impaired Loans

 1,343,065

 52,952

 1,318,557

 48,443

Commercial TDRs less than $1 million

 (141,583

 )

 (11,559

 )

 —

 —

Consumer collateral dependent TDRs

 (178,327

 )

 (10,774

 )

 —

 —

Nonaccrual Residential Mortgage & Home Equity

 (47,261

 )

 (9,073

 )

 (65,420

 )

 (11,731

 )

Individually Evaluated Loans, including PCI

 $

 975,894

 $

 21,546

 $

 1,253,137

 $

 36,712

During the third quarter 2017, we worked to identify and reconcile impaired loans to the loans individually evaluated for impairment.  During this reconciliation process, it was noted that commercial troubled debt restructurings ("TDRs") less than $1 million and consumer collateral dependent TDRs were incorrectly classified as collectively evaluated for impairment in the allowance segmentation table on page 128 of the Annual Report.  The specifics of the misclassification error and the respective materiality analysis in accordance with ASC 250 ("SAB 99") is discussed below.

Additionally, the impaired loan table on page 130 of the Annual Report includes nonaccrual residential mortgage and home equity loans that are collectively evaluated for impairment.  These loans therefore represent a consistent reconciling item between the tables at each period end, including December 31, 2016.  Huntington’s nonaccrual policy for mortgage and home equity loans is 150 and 120 days past due, respectively.  Accordingly, it has been concluded that we will be unable to collect amounts due in accordance with the contractual terms and thus, these loans are impaired.  However, as these loans are evaluated for impairment on a collective basis under ASC 450, the carrying value of the loan and related allowance is excluded from the individually evaluated for impairment allowance disclosure in accordance with the exception permitted under ASC 310-10-35-13-a for smaller balance homogeneous loans.

Quantitative Assessment

The quantitative impact of the spreadsheet error to the December 31, 2016 impaired loan table as well as the impact of changes made during third quarter 2017 on the December 31, 2016 allowance segmentation table are shown below:

Securities and Exchange Commission

Mr. Gus Rodriguez

Page 3

Pro Forma Adjusted 2016 10-K Allowance Segmentation

(dollar amounts in thousands)

 Commercial

 Consumer

 Total

ALLL at December 31, 2016:

Portion of ALLL balance:

Attributable to loans individually evaluated for impairment

 $

 22,084

 $

 21,795

 $

 43,879

Attributable to loans collectively evaluated for impairment

 429,007

 165,527

 594,534

Total ALLL balance

 $

 451,091

 $

 187,322

 $

 638,413

Loan and Lease Ending Balances at December 31, 2016:

Portion of loan and lease ending balance:

Attributable to purchased credit-impaired loans

 $

 102,380

 $

 —

 $

 102,380

Individually evaluated for impairment

 557,207

 636,217

 1,193,424

Collectively evaluated for impairment

 34,700,026

 30,883,847

 65,583,873

Total loans and leases evaluated for impairment

 $

 35,359,613

 $

 31,520,064

 $

 66,879,677

2016 10-K Allowance Segmentation - As Originally Reported

(dollar amounts in thousands)

 Commercial

 Consumer

 Total

ALLL at December 31, 2016:

Portion of ALLL balance:

Attributable to loans individually evaluated for impairment

 $

 10,525

 $

 11,021

 $

 21,546

Attributable to loans collectively evaluated for impairment

 440,566

 176,301

 616,867

Total ALLL balance

 $

 451,091

 $

 187,322

 $

 638,413

Loan and Lease Ending Balances at December 31, 2016:

Portion of loan and lease ending balance:

Attributable to purchased credit-impaired loans

 $

 102,380

 $

 —

 $

 102,380

Individually evaluated for impairment

 415,624

 457,890

 873,514

Collectively evaluated for impairment

 34,841,609

 31,062,174

 65,903,783

Total loans and leases evaluated for impairment

 $

 35,359,613

 $

 31,520,064

 $

 66,879,677

Allowance Segmentation - Adjustments

(dollar amounts in thousands)

 Commercial

 Consumer

 Total

ALLL at December 31, 2016:

Portion of ALLL balance:

Attributable to loans individually evaluated for impairment

 $

 11,559

 $

 10,774

 $

 22,333

Attributable to loans collectively evaluated for impairment

 (11,559

 )

 (10,774

 )

 (22,333

 )

Total ALLL balance

 $

 —

 $

 —

 $

 —

Loan and Lease Ending Balances at December 31, 2016:

Portion of loan and lease ending balance:

Attributable to purchased credit-impaired loans

 $

 —

 $

 —

 $

 —

Individually evaluated for impairment

 141,583

 178,327

 319,910

Collectively evaluated for impairment

 (141,583

 )

 (178,327

 )

 (319,910

 )

Total loans and leases evaluated for impairment

 $

 —

 $

 —

 $

 —

Misclassification of individually/collectively evaluated allowance / total allowance

 2.56

 %

 5.75

 %

 3.50

 %

Misclassification of individually/collectively evaluated loans / total loans

 0.40

 %

 0.57

 %

 0.48

 %

Securities and Exchange Commission

Mr. Gus Rodriguez

Page 4

Pro Forma Adjusted 2016 10-K Impaired Loans

 Year Ended

 December 31, 2016

 December 31, 2016

(dollar amounts in thousands)

 Ending

Balance

 Unpaid

Principal

Balance

 Related

Allowance

 Average

Balance

 Interest

Income

Recognized

With no related allowance recorded:

Commercial and industrial

 $

 299,606

 $

 358,712

 $

 —

 $

 292,567

 $

 9,401

Commercial real estate

 88,817

 126,152

 —

 73,040

 4,191

With an allowance recorded:

Commercial and industrial

 229,535

 251,245

 19,469

 266,256

 7,120

Commercial real estate

 41,629

 50,433

 2,615

 57,743

 2,387

Automobile

 30,961

 31,298

 1,850

 31,722

 2,162

Home equity

 319,404

 352,722

 15,032

 277,692

 13,410

Residential mortgage

 327,753

 363,099

 12,849

 348,158

 11,945

RV and marine finance

 —

 —

 —

 —

 —

Other consumer

 5,360

 5,360

 1,137

 5,821

 243

Total

Commercial and industrial

 529,141

 609,957

 19,469

 558,823

 16,521

Commercial real estate

 130,446

 176,585

 2,615

 130,783

 6,578

Automobile

 30,961

 31,298

 1,850

 31,722

 2,162

Home equity

 319,404

 352,722

 15,032

 277,692

 13,410

Residential mortgage

 327,753

 363,099

 12,849

 348,158

 11,945

RV and marine finance

 —

 —

 —

 —

 —

Other consumer

 5,360

 5,360

 1,137

 5,821

 243

2016 10-K Impaired Loans - As Originally Reported

 Year Ended

 December 31, 2016

 December 31, 2016

(dollar amounts in thousands)

 Ending

Balance

 Unpaid

Principal

Balance

 Related

Allowance

 Average

Balance

 Interest

Income

Recognized

With no related allowance recorded:

Commercial and industrial

 $

 299,606

 $

 358,712

 $

 —

 $

 292,567

 $

 9,401

Commercial real estate

 88,817

 126,152

 —

 73,040

 4,191

With an allowance recorded:

Commercial and industrial

 406,243

 448,121

 22,259

 301,598

 8,124

Commercial real estate

 97,238

 107,512

 3,434

 68,865

 2,978

Automobile

 30,961

 31,298

 1,850

 31,722

 2,162

Home equity

 319,404

 352,722

 15,032

 277,692

 13,410

Residential mortgage

 327,753

 363,099

 12,849

 348,158

 11,945

RV and marine finance

 —

 —

 —

 —

 —

Other consumer

 3,897

 3,897

 260

 4,481

 233

Total

Commercial and industrial

 705,849

 806,833

 22,259

 594,165

 17,525

Commercial real estate

 186,055

 233,664

 3,434

 141,905

 7,169

Automobile

 30,961

 31,298

 1,850

 31,722

 2,162

Home equity

 319,404

 352,722

 15,032

 277,692

 13,410

Residential mortgage

 327,753

 363,099

 12,849

 348,158

 11,945

RV and marine finance

 —

 —

 —

 —

 —

Other consumer

 3,897

 3,897

 260

 4,481

 233

Securities and Exchange Commission

Mr. Gus Rodriguez

Page 5

2016 10-K Impaired Loans - Adjustments

 Year Ended

 December 31, 2016

 December 31, 2016

(dollar amounts in thousands)

 Ending

Balance

 Unpaid

Principal

Balance

 Related

Allowance

 Average

Balance

 Interest

Income

Recognized

With no related allowance recorded:

Commercial and industrial

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

Commercial real estate

 —

 —

 —

 —

 —

With an allowance recorded:

Commercial and industrial

 (176,708

 )

 (196,876

 )

 (2,790

 )

 (35,342

 )

 (1,004

 )

Commercial real estate

 (55,609

 )

 (57,079

 )

 (819

 )

 (11,122

 )

 (591

 )

Automobile

 —

 —

 —

 —

 —

Home equity

 —

 —

 —

 —

 —

Residential mortgage

 —

 —

 —

 —

 —

RV and marine finance

 —

 —

 —

 —

 —

Other consumer

 1,463

 1,463

 877

 1,340

 10

Total

Commercial and industrial

 (176,708

 )

 (196,876

 )

 (2,790

 )

 (35,342

 )

 (1,004

 )

Commercial real estate

 (55,609

 )

 (57,079

 )

 (819

 )

 (11,122

 )

 (591

 )

Automobile

 —

 —

 —

 —

 —

Home equity

 —

 —

 —

 —

 —

Residential mortgage

 —

 —

 —

 —

 —

RV and marine finance

 —

 —

 —

 —

 —

Other consumer

 1,463

 1,463

 877

 1,340

 10

Overstatement % of total impaired loans

Commercial and industrial

 33

 %

 32

 %

 14

 %

 6

 %

 6

 %

Commercial real estate

 43

 %

 32

 %

 31

 %

 9

 %

 9

 %

Total commercial loans

 35

 %

 32

 %

 16

 %

 7

 %

 7

 %

Total Impaired Loans Analysis

Overstatement % of total impaired loans

 17

 %

 16

 %

 5

 %

 3

 %

 3

 %

The misclassification of the allowance that was determined based on loans individually evaluated for impairment was 3.5% of the allocated total allowance with no impact to the total allowance measurement.  This misclassification was not deemed quantitatively material to the allowance or the financial statements.

The impaired loan error which impacted the individual amounts disclosed as well as total impaired loans reported, was isolated to Note 4 to the financial statements contained in the Annual Report. The disclosed overstatement of the impaired loans had no impact on the calculation and/or the reporting of the allowance for loan losses.  Further, we believe the impaired loans disclosure is of limited use to investment analysts and based upon our experience is not utilized by investors and analysts in determining or modeling Huntington's expected results.

Typically, in evaluating the credit quality of a financial institution, an investor or analyst would rely on such credit metrics as delinquencies or nonperforming loans rather than impaired loans as impaired loans can include loans that are charged down to net realizable value, restructured, current and/or performing

Securities and Exchange Commission

Mr. Gus Rodriguez

Page 6

where an allowance is not required. For example, 57% and 68% of our impaired C&I and CRE loans at December 31, 2016 did not require an allowance as the loans were performing under the restructured terms or had been charged down to their net recoverable value.  In the event that an investor or analyst utilized the disclosed impaired loan information to evaluate the quality of the loan portfolio, the disclosed overstatement of impaired loans would not materially change the overall assessment of Huntington’s credit quality.

Qualitative Assessment

We also analyzed the impact of the error from a qualitative perspective and considered the following:

•

 The error was not the result of significant judgment and disclosure practices have been corrected effective third quarter 2017.  The error in the aggregation of commercial impaired loans (i.e., the "double count") was the result of a spreadsheet error and was isolated to fourth quarter 2016.

•

 The error did not impact Huntington’s net income or earnings.

•

 Because the error did not impact net income, the error does not impact analysts’ expectations for Huntington.  Further, Huntington does not believe that analysts view the amounts impacted by this error as a basis for consensus expectations.  Huntington has not received any investor questions on this disclosure either related to the Annual Report or prior disclosures.

•

 The error did not change a loss into income or vice versa as the error does not impact net income.  Additionally, the error had no impact on any of the primary financial statements.

•

 The error did not impact segment reporting and had no impact on net income (profitability).

•

 The error did not impact Huntington’s compliance with any regulatory reporting requirements. Regulatory reports require the reporting of delinquent loans, nonaccrual loans, and TDRs, which were all correctly reported at December 31, 2016.

•

 The error had no impact on any loan covenants or other contractual requirement, as Huntington is not subject to any covenants or other contractual requirements based on the level of impaired loans.

•

 The error had no effect on management’s compensation

Mail Stop 4720

November 16, 2017

Howell D. McCullough III
Chief Financial Officer
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

Re: Huntington Bancshares Incorporated
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 22, 2017
Form 10 -Q for the  Quarterly Period Ended September  30, 2017
Filed October 30, 2017
File No. 001 -34073

Dear Mr. McCullough  III:

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these com ments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing  your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2016

Note 4. Loans / Leases And Allowance For Credit Losses

Impaired Loans, page 128

1. Please reconcile the difference betwee n the portion of the allowance for loan and lease
losses attributable to loans individually evaluated for impairment of $21,546 at December
31, 2016 on page 128 and the related allowance for loan and lease losses by class tables
at December 31, 2016 on pag e 130.  Please also reconcile the difference between the
portion of the loan and lease ending balance attributable to purchase credit -impaired
loans and attributable to loans individually evaluated for impairment of $975,894 at

Howell D. McCullough III
Huntington Bancshares Incorporated
November 16, 2017
Page 2

 December 31, 2016 on page 12 8 and the total ending balance by class tables at December
31, 2016 on page 130.  Please also tell us the reasons for these apparent differences and
the impact, if any, on your financial statements. Please provide us with your materiality
analysis under St aff Accounting Bulletin 99.

Form 10 -Q for the Quarterly Period Ended September 30, 2017

Note 3. Loans / Leases And Allowance For Credit Losses

Impaired Loans, page 55

2. Please reconcile the difference between the portion of the allowance for loan and lease
losses attributable to loans individually evaluated for impairment of $36,712 at
September 30, 2017 on page 55 and the related allowance for loan and lease losses by
class tables at September 30, 2017 on page 56.  Please also reconcile the difference
between the portion of the loan and lease ending balance attributable to purchase credit -
impaired loans and attributable to loans individually evaluated for impairment of
$1,253,137 at September 30, 2017 on page 55 and the total ending balance by class ta bles
at September 30, 2017 on page 56.  Please also tell us the reasons for these apparent
differences and the impact, if any, on your financial statements. Please provide us with
your materiality analysis under Staff Accounting Bulletin 99.

We remind yo u that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Chris Harley  at (202) 551 -3695  or me at (202) 551 -3752 with any
questions.

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief
Office of Financial Services

CORRESP
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CORRESP

 Huntington Bancshares Incorporated

41 South High Street

 Columbus,
Ohio 43281

 April 28, 2016

 Legal Branch Chief, Office
of Financial Services

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Era Anagnosti

Re:
Huntington Bancshares Incorporated

Registration Statement on Form S-4

File No. 333-209962

 Dear Ms. Anagnosti:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Huntington Bancshares Incorporated
(“Huntington”) hereby respectfully requests acceleration of effectiveness of the above-referenced registration statement so that it may become effective at 10:00 a.m., Eastern time, on Friday, April 29, 2016, or as soon as possible
thereafter.

 In connection with this request, Huntington acknowledges the following:

•

Should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the
Commission from taking any action with respect to the registration statement;

•

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

•

Huntington 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.

 Please direct any questions regarding this request to Nicholas G. Demmo ((212) 403-1381; NGDemmo@wlrk.com) or Mark F.
Veblen ((212) 403-1396; MFVeblen@wlrk.com) of Wachtell, Lipton, Rosen & Katz. In addition, please notify Mr. Demmo or Mr. Veblen when this request for acceleration has been granted.

Sincerely,

Huntington Bancshares Incorporated

By:

/s/Richard A. Cheap

Richard A. Cheap

 Executive Vice President, General Counsel

and Secretary

CORRESP
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CORRESP

 [Wachtell, Lipton, Rosen & Katz Letterhead]

April 27, 2016

 VIA EDGAR

 Era Anagnosti

 Legal Branch Chief, Office of Financial
Services

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Huntington Bancshares Incorporated

Amendment No. 1 to Registration Statement on Form S-4

Filed April 6, 2016

File No. 333-209962

 Dear Ms. Anagnosti:

On behalf of Huntington Bancshares Incorporated (the “Company” or “Huntington”), and in response to
the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company’s amended registration statement on Form S-4 filed with the Commission on April 6, 2016
(the “First Amended Registration Statement”) contained in your letter dated April 18, 2016 (the “Comment Letter”), I submit this letter containing the Company’s responses to the Comment Letter. The
responses set forth in this letter are numbered to correspond to the numbered comments in the Comment Letter. For your convenience, we have set out the text of the comments from the Comment Letter in bold text followed by our response.

In connection with this letter, we are filing an amendment to the First Amended Registration Statement (“Amendment
No. 2”) on the date hereof. Page numbers referenced in the responses refer to page numbers in Amendment No. 2.

 Greig
Consulting Agreement, page 92

1.
We note your response to our prior comment 3. Given Mr. Greig significant role in negotiating the merger transaction on behalf of First Merit Corporation, Item 18(a)(5)(i) disclosure regarding
insiders’ interests in the merger and disclosure of material arrangements between you and affiliates of the company being acquired pursuant to Item 6 of Form S-4, represent disclosure material to an investment decision. Therefore, we
believe that the consulting agreement with Mr. Greig is a material agreement to the merger transaction and should be filed an exhibit to your registration statement. Please advise or otherwise file the exhibit.

RESPONSE:

 As discussed
with the Staff, the Company respectfully advises the Staff that the disclosure on pages 92, 93, 94, and 102 has been revised in response to this comment.

 Exhibit 5.1

2.
Please have counsel remove assumptions 6 and 7 from its legal opinion. Refer to Staff Legal Bulletin No.19, Section II.B.3(a).

RESPONSE:

 The Company
respectfully advises the Staff that Exhibit 5.1 has been revised in response to this comment.

 Exhibit 8.1– Opinion of Wachtell, Lipton,
Rosen & Katz regarding certain tax matters

 Exhibit 8.2 – Opinion of Sullivan & Cromwell LLP regarding certain tax
matters

3.
We note that each counsel has provided a short form opinion as contemplated by Section III.B of Staff Legal Bulletin No.19. As such, please have each counsel revise its respective tax opinion to state that the tax
disclosure in the prospectus represents the opinion of counsel.

 RESPONSE:

The Company respectfully advises the Staff that Exhibits 8.1 and 8.2 have been revised in response to this comment.

****

 In the event the Company
requests acceleration of the effective date of the Registration Statement, the Company acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, such action 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.

 We hope that the foregoing, and the revisions to the Registration Statement, have been responsive to the Staff’s
comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1381 or by email at NGDemmo@wlrk.com, or my colleague Mark F. Veblen at (212) 403-1396 or by email at
MFVeblen@wlrk.com.

 Sincerely,

/s/ Nicholas G. Demmo

Nicholas G. Demmo

cc:
Via E-mail

Richard A. Cheap, Huntington Bancshares Incorporated

Edward D. Herlihy, Wachtell, Lipton, Rosen & Katz

Mark F. Veblen, Wachtell, Lipton, Rosen & Katz

Carlton E. Langer, FirstMerit Corporation

H. Rodgin Cohen, Sullivan & Cromwell LLP

Mark J. Menting, Sullivan & Cromwell LLP

Jared M. Fishman, Sullivan & Cromwell LLP

 2

Mail Stop 4720
April 18, 2016

Via E -mail
Richard A. Cheap
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, OH 43287

Re: Huntington Bancshares Incorporated
Amendment No. 1 to Registration Statement on Form S -4
Filed  April 6 , 2016
  File No.  333-209962

Dear Mr. Cheap:

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may  ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comment s.  Unless  we note
otherwise , our references to prior comments are to comments in our  March 22, 2016  letter .

Greig Consulting Agreement, page 92

1. We note your response to our prior comment 3.  Given Mr. Greig  significant role in
negotiating the merger transaction on behalf of First Merit Corporation, Item 18(a)(5)(i)
disclosure regarding insiders’ interests in the merger and disclosure of material
arrangements between you and affiliates of the company being ac quired pursuant to Item
6 of Form S -4, represent disclosure material to an investment decision.  Therefore, we
believe that the consulting agreement with Mr. Greig is a material agreement to the
merger transaction and should be filed an exhibit to your reg istration statement.  Please
advise or otherwise file the exhibit.

Richard A Cheap
Huntington Bancshares Incorporated
April 18, 2016
Page 2

 Exhibit 5.1

2. Please have counsel remove assumptions 6 and 7 from its legal opinion.  Refer to Staff
Legal Bulletin No.19, Section II.B.3(a).

Exhibit 8.1 –Opinion of Wachtel, Lipton, Rosen & Katz  regarding certain tax matters
Exhibit 8.2 –Opinion of Sullivan & Cromwell  LLP regarding certain tax matters

3. We note that each counsel has provided a short form opinion as contemplated by Section
III.B of Staff Legal Bulletin  No.19.  As such, please have each counsel revise its
respective tax opinion to state that the tax disclosure in the prospectus represents the
opinion of counsel .

Please contact  Eric Envall, Staff Attorney,  at (202) 551 -3234 or me at  (202) 551 -3369
with any  questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

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

CORRESP
1
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CORRESP

 [Wachtell, Lipton, Rosen & Katz Letterhead]

April 5, 2016

 VIA EDGAR

 Era Anagnosti

Legal Branch Chief, Office of Financial Services

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:
Huntington Bancshares Incorporated

Registration Statement on Form S-4

Filed March 4, 2016

File No. 333-209962

 Dear Ms. Anagnosti:

On behalf of Huntington Bancshares Incorporated (the “Company” or “Huntington”), and in response to
the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company’s registration statement on Form S-4 filed with the Commission on March 4, 2016 (the
“Registration Statement”) contained in your letter dated March 22, 2016 (the “Comment Letter”), I submit this letter containing the Company’s responses to the Comment Letter. The responses set forth in
this letter are numbered to correspond to the numbered comments in the Comment Letter. For your convenience, we have set out the text of the comments from the Comment Letter in bold text followed by our response.

In connection with this letter, we are filing an amendment to the Registration Statement (“Amendment No. 1”) on
the date hereof. Page numbers referenced in the responses refer to page numbers in Amendment No. 1.

 Prospectus Cover Page

1.
Please revise your disclosure to briefly describe the depositary shares that you are seeking to register, as well as identify the market and trading symbol for the depositary shares to be issued in the merger
transaction. Please refer to Item 1 of Form S-4 and Item 501(b) of Regulation S-K. In addition, please file the depositary agreement to be assumed in the merger as an exhibit to the registration statement. In this regard, we note your
treatment of depositary shares disclosure at the end of page 101.

 RESPONSE:

The Company respectfully advises the Staff that it has revised the disclosure on the cover page in response to this comment and has filed as
Exhibit 4.3 to Amendment No. 1, the deposit agreement to be assumed in the merger.

 Opinion of Goldman, Sachs & Co., page 61

2.
Please disclose the “Forecasts,” as defined in the registration statement, upon which Goldman Sachs appears to have significantly relied upon when preparing its opinion on the proposed merger. In this
regard, we refer to the last two bullet points of your disclosure on page 62.

 RESPONSE:

The Company respectfully advises the Staff that it has revised the disclosure on pages 87-89 in response to this comment.

Greig Consulting Agreement, page 90

3.
Please file the consulting agreements with Mr. Greig as an exhibit to your registration statement.

RESPONSE:

 The
Company respectfully submits that the consulting agreement entered into by Mr. Greig with the Company (the “Greig Consulting Agreement”) is not required to be filed as an exhibit to the Registration Statement.

The Greig Consulting Agreement is not filed as an exhibit because it is not material to the Company’s investors and is only
disclosed as required by Item 18(a)(5)(i) of Form S-4, which, with respect to the company being acquired (FirstMerit Corporation or “FirstMerit”), requires the disclosure required by Item 5 of Schedule 14A, interest of
certain persons in matters to be acted upon. As described in the section of the Registration Statement titled “Interests of FirstMerit’s Directors and Executive Officers in the Merger–Greig Consulting Agreement,” the Greig
Consulting Agreement enumerates the severance, retirement, equity award and other benefits that Mr. Greig is entitled to receive under previously disclosed existing agreements with FirstMerit, and also requires the Company to provide
Mr. Greig a consulting fee in exchange for his provision of post-closing services to the Company and in consideration of his agreement to extended non-competition and non-solicitation provisions.

Item 21(a) of Form S-4 requires exhibits to be furnished as required by Item 601 of Regulation S-K. Item 601(b)(10) is not
applicable to the Greig Consulting Agreement because Mr. Greig is not, and upon completion of the merger will not be, a director or executive officer of the Company. As a result, the Company does not believe that it is required pursuant to
Item 601(b)(10) of Regulation S-K to file the Greig Consulting Agreement as an exhibit to the Registration Statement.

 2

 ****

In the event the Company requests acceleration of the effective date of the Registration Statement, the Company acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, such action 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.

 We hope that the foregoing, and the revisions to the Registration Statement, have been responsive to the Staff’s
comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1381 or by email at NGDemmo@wlrk.com, or my colleague Mark F. Veblen at (212) 403-1396 or by email at
MFVeblen@wlrk.com.

 Sincerely,

/s/ Nicholas G. Demmo

Nicholas G. Demmo

cc:
Via E-mail

Richard A. Cheap, Huntington Bancshares Incorporated

Edward D. Herlihy, Wachtell, Lipton, Rosen & Katz

Mark F. Veblen, Wachtell, Lipton, Rosen & Katz

Carlton E. Langer, FirstMerit Corporation

H. Rodgin Cohen, Sullivan & Cromwell LLP

Mark J. Menting, Sullivan & Cromwell LLP

Jared M. Fishman, Sullivan & Cromwell LLP

 3

Mail Stop 4720
March 22, 2016

Via E -mail
Richard A. Cheap
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, OH 43287

Re: Huntington Bancshares Incorporated
  Registration Statement on Form S-4
Filed  March 4, 2016
  File No.  333-209962

Dear Mr. Cheap :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Prospectus Cover Page

1. Please revise your disclosure to briefly describe the depositary shares that you are
seeking to register , as well as  identify the market and trading symbol for the  depositary
shares  to be issued in the merger transaction .  Please refer to Item 1 of Form S -4 and Item
501(b) of Regulation S -K.  In addition, please file the depositary agreement to be
assumed in the merger as an exhibit to the registration statement.  In this regard, we note
your treatme nt of depositary shares disclosure at the end of page 101.

Opinion of Goldman, Sachs & Co., page 61

2. Please disclose the “Forecasts,” as defined in the registration statement, upon which
Goldman Sachs appears to have significantly relied upon when preparing its opinion on

Richard A . Cheap
Huntington Bancshares, Inc.
March 22, 2016
Page 2

 the proposed merger .  In this regard, we refer you to the last two bullet points of your
disclosure on page 62.

Greig Consulting Agreement, page 90

3. Please file the consulting  agreements with M r. Greig  as an exhibit  to your registration
statement.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commiss ion 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 ac curacy 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their  respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revi ew any amendment prior to the requested effective date of the
registration statement.

Richard A . Cheap
Huntington Bancshares, Inc.
March 22, 2016
Page 3

 Please contact  Eric Envall , Staff Attorney,  at (202) 551 -3234  or me at  (202) 551 -3369
with any  questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

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

Mail Stop 4 720

January 14 , 2016

Via E -mail
Howell D. McCullough III
Chief Executive Officer
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

Re: Huntington Bancshares Incorporated
 Form 10-K for the fiscal year ended December 31, 2014
Filed February 13, 2015
File No. 001-34073

Dear Mr. McCullough :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  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 the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

 /s/ Kevin W. Vaughn

Kevin W. Vaughn
Branch Chief
Office of Financial Services

CORRESP
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		CORRESP

December 18, 2015

Kevin W. Vaughn

Branch Chief

Office of Financial Services

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, 2014, filed February 13, 2015

•

 Form 10-Q for the quarterly period ended September 30, 2015, filed October 30, 2015

Dear Mr. Vaughn:

This letter is in response to your letter dated December 14, 2015, regarding the Securities and Exchange Commission Staff’s review of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on February 13, 2015 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed on October 30, 2015.  For your convenience, we have included your comment below and have keyed our response accordingly.

Form 10-Q for the period ended September 30, 2015

Exhibit 32.1 and 32.2

1.

 We note that your 906 certifications reference the quarterly report for the period ending June 30, 2015 instead of the quarterly report for the period ending September 30, 2015. Please amend your Form 10-Q for the period ended September 30, 2015 accordingly.

Management’s response

We will amend our Form 10-Q for the period ended September 30, 2015 and include the following explanatory note -

EXPLANATORY NOTE

We are filing this Amendment No. 1 (this Amendment) to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, originally filed with the Securities and Exchange Commission (the SEC) on October 30, 2015 (the Original Filing), solely for the purpose of correcting a typographical error in Exhibit 32.1, Certification of Chief Executive Officer and Exhibit 32.2, Certification of Chief Financial Officer, which were previously furnished to the SEC with the Original Filing.  Exhibit 32.1 and Exhibit 32.2 furnished with the Original Filing inadvertently included a reference to June 30, 2015, rather than September 30, 2015.

This Amendment is limited in scope to the portions of the Original Filing discussed above and does not amend, update or change any other items or disclosures contained in the Original Filing. This Amendment continues to speak as of the date of the Original Filing and we have not updated the disclosures contained therein to reflect any events that occurred at any subsequent date.

*********************************

The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosures 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.

We believe that the foregoing response addresses your comments.  Please contact me at (614) 480-5240 if you have any questions or would like further information about this response.

Sincerely,

/s/ Howell D. McCullough III

Howell D. McCullough III

Senior Executive Vice President and Chief Financial Officer

Huntington Bancshares Incorporated

Copies to:

Stephen D. Steinour, Chairman, President, and Chief Executive Officer, Huntington Bancshares Incorporated

Richard A. Cheap, General Counsel and Secretary, Huntington Bancshares Incorporated

Mail Stop 4720

December 14, 2015

Via E -mail
Howell D. McCullough III
Chief Financial  Officer
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

Re: Huntington Bancshares Incorporated
 Form 10-K for the fiscal year ended December 31, 2014
Filed February 13, 2015
Form 10 -Q for the quarterly period ended September 30, 2015
Filed October 30, 2015
File No. 001-34073

Dear Mr. McCullough :

We have limited our review  of your filing s to the financial statements and related
disclosures and have the following comment .

Please respond to the comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to the comment , we may have  additional comments.

Form 10 -Q for the period ended September 30, 2015

Exhibits 32.1 and 32.2

1. We note that your 906 certifications reference the quarterly report for the period en ding
June 30, 2015 instead of the quarterly report for the period ending September 30, 2015.
Please amend your Form 10 -Q for the period ended September 30, 2015 accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the d isclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Howell D. McCullough III
Huntington Bancshares Incorporated
December 14, 2015
Page 2

 in possession of all facts relating to a company’s d isclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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.

You may contact Michael Henderson , Staff Accountant, at (202) 551 -3364  or Yolanda R.
Trotter , Staff Accountant, at (202) 551 -3472 , or me at  (202) 551 -3494  with any questions.

Sincerely,

 /s/ Kevin W. Vaughn

Kevin W. Vaughn
Branch Chief
Office of Financial Services

CORRESP
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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

December 16, 2013

Richard A. Cheap
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, OH 43287

Re: Huntington Bancshares Incorporated
  Registration Statement on Form S-4
Filed  November 27, 2013
  File No.  333-192600

Dear Mr. Cheap :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Background of the Merger, page 39

1. You indicate in the first paragraph of this section that Camco Financial’s management
discussed its strategic options from “time to time” and the economic crisis raised the
intensity of these discussions.  Please expand your discussion to describe the types of
options considered.

2. Please include a discussion of the 2012 Consent Order Advantage Bank entered into with
the FDIC and the State of Ohio Department of Commerce on February 9,  2012 and all
other regulatory agreements involving Advantage Bank and/or Camco Financial that are
material to this section.

3. Please describe in more detail the potential capital raising alternatives discussed between
February 2011 and December 2012.

Richard A. Cheap
Huntington Bancshares Incorporated
December 16, 2013
Page 2

 4. Please expand this section to include more detail of the discussions between Huntington’s
CEO and Camco Financial’s CEO that occurred beginning in the summer of 2013.  The
discussion should include dates when meetings were held, the parties that participated i n
those meetings and the topics that were discussed.

5. Please describe the “several other strategic options and issues” that Camco Financial’s
board considered at its September 24, 2013 meeting.

6. Please describe the board’s reasons for its determination tha t it was in the best interests of
Camco Financial stockholders to continue to explore a merger with Huntington at its
September 24, 2013 meeting.

7. You describe in the first full paragraph on page 41 that in the weeks after the September
24, 2013 Huntington  and Camco Financial negotiated the terms of the definitive merger
agreement and related documents and agreements.  Please provide more detail on these
negotiations, including the specifics of any merger consideration offers and counter
offers.

8. Please include a discussion of the negotiations relating to the terms that make up the
interests of Camco Financial directors and executive officers in the merger.  Include the
dates when any meetings were held, the parties that participated in such meetin gs as well
as the items discussed at those meetings.

Opinion of Camco Financial’s Financial Advisor, page 43

9. Please quantify the fee Boenning will receive for rendering its opinion.

Incorporation by Reference, page 85

10. It appears that Camco Financial m ay not meet the requirements for the use of Form S -3
as defined in General Instruction C to Form S -4.  Either demonstrate to us how Camco
Financial meets the requirement for the u se of Form S -3, or provide the disclosures
required by Item 17  in the registr ation statement.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Notwithstanding our comments, in the event you request acceleration  of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

Richard A. Cheap
Huntington Bancshares Incorporated
December 16, 2013
Page 3

  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 t o 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 effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Eri c Envall  at (202) 551 -3234 or me at (202) 551 -3675 with other
questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director

October 31, 2012

Via Email
Donald R. Kimble
Chief Financial Officer
Huntington Bancshares Incorporated
41 S. High Street
Columbus, Ohio 43287

 Re: Huntington Bancshares Incorporated
  Form 10 -K for the Fiscal Year Ended December 31, 2011
  Filed February 17, 2012
  File No. 001 -34073

Dear Mr. Kimble :

We have completed our review of the above listed filing and the related filings noted in
our prior comment letters .  We remind you that  our comments or changes to disclosure in
response to our comments do not foreclose the Commission from taking any action with resp ect
to the company or the filing s and the company may not assert staff comments as a defense in any
proceeding initiated by t he Commission or any person under the federal securities laws of the
United States.  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing s to be certain that the filing s include the information the Securitie s
Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director

CORRESP
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CORRESP

 October 26, 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

•

 Form 10-Q for the Quarterly period ended June 30, 2012, filed July 30, 2012

•

 Response dated August 6, 2012

 Dear Ms. Ciboroski:

 This letter is in response to our telephone conversation
with you on October 23, 2012, and provides supplemental information 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.

•

 Form 10-Q for the Quarterly period ended June 30, 2012, filed July 30, 2012

•

 Response dated August 6, 2012

 For your convenience, we have included your 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. While we believe that these changes will improve our future disclosures, we do not believe our prior
filings are materially deficient or inaccurate.

 1

 Form 10-K for the Fiscal Year Ended December 31, 2011

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

 We will supplement our disclosure in future
filings to include accruing vs. nonaccruing TDRs prior to re-modification, types of concessions granted, and our policy for accrual vs. nonaccrual for restructured TDRs as follows:

Our strategy is to structure the commercial TDRs in a manner that avoids new concessions subsequent to the initial TDR
terms. However, there are times when subsequent modifications are required, such as when the modified loan matures. Often the loans are performing in accordance with the TDR terms, and a new note is originated with similar modified terms. It is
subjected to the normal underwriting standards and processes for other similar credit extensions, both new and existing. If the loan is not performing under the existing TDR terms, typically a more aggressive strategy is put in place. In accordance
with ASC 310-20-35, the refinanced note is evaluated to determine if it is considered a new loan or a continuation of the prior loan. A new loan is considered for removal of the TDR designation. A continuation of the prior note requires the
continuation of the TDR designation, and because the refinanced note constitutes a new legal agreement they are included in our rollforward as a new TDR and a restructured TDR removal during the period.

The types of concessions granted are consistent with those granted on new TDRs and are comprised of interest rate
reductions, amortization or maturity date changes beyond what the collateral supports, principal forgiveness, covenant concessions, etc., based on the borrower’s specific needs at a point in time. Our policy does not limit the number of times a
loan may be modified. A loan may be modified multiple times if it is considered to be in the best interest of both Huntington and the borrower.

 Loans are not automatically considered to be accruing TDRs upon the granting of a new concession. Accrual status is determined based on delinquency status and whether collection of principal and interest
is in doubt. If the loan is not 90 days past due and no loss is expected based on the modified terms, the modified TDR remains in accruing status. For loans that are on nonaccrual before the modification, collection of both principal and
interest must not be in doubt, and the borrower must be able to exhibit sufficient cash flows for a six-month period of time to service the debt in order to return to accruing status. This six-month period could extend before or after the
restructure date.

 In addition, the quantification of the accruing vs. nonaccruing TDRs will be segregated into two rows in
our TDR rollforward (Table 19 – Troubled Debt Restructured Loan Activity of the 2012 second quarter Form 10-Q).

 2

 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).

 The Credit
Quality Indicators section of our Loans / Leases and Allowance for Credit Losses footnote describes different categories of credit grades we use for commercial loans. One of those categories is Other Loans Especially Mentioned (OLEM), which we
consider “potential problem loans” as defined in Industry Guide 3 – Statistical Disclosure by Bank Holding Companies. To further clarify our disclosure, we will define OLEM loans as potential problem loans. Following is
our proposed disclosure.

 Credit Quality Indicators

To facilitate the monitoring of credit quality for C&I and CRE loans, and for purposes of determining an appropriate
ACL level for these loans, Huntington utilizes the following categories of credit grades:

 Pass = Higher quality loans that do
not fit any of the other categories described below.

 OLEM = Potentially weak loans. The credit risk may be
relatively minor yet represent a risk given certain specific circumstances. If the potential weaknesses are not monitored or mitigated, the loan may weaken or the collateral may be inadequate to inadequately protect
Huntington’s position in the future. For these reasons, Huntington considers the loans to be potential problem loans.

 Substandard = Inadequately protected loans by the borrower’s ability to repay, equity, and/or the collateral pledged to secure the loan. These loans have identified weaknesses that could hinder
normal repayment or collection of the debt. It is likely Huntington will sustain some loss if any identified weaknesses are not mitigated.

 3

 Doubtful = Loans that have all of the weaknesses inherent in those loans classified as
Substandard, with the added elements of the full collection of the loan is improbable and that the possibility of loss is high.

 The categories above, which are derived from standard regulatory rating definitions, are assigned upon initial approval of the loan or lease and subsequently updated as appropriate.

Form 10-Q for the Quarterly Period Ended March 31, 2012

 Note 3 – Loans and Leases and Allowance for Credit Losses, page 69

 TDR Loans,
page 84

 6. We note your disclosure on page 87 and your response to prior comment 6 where you note that TDRs may include multiple
concessions and the disclosure classifications are based on the primary concession provided to the borrower.

a.
It is still not clear from the response and from your TDR disclosures on pages 87 and 88 why the allowance for loan and lease losses (ALLL) has decreased even though
the primary concession is a reduction in interest rate.

b.
We also note that for C&I—other commercial and industrial and for CRE-other commercial real estate, the majority of the TDR is classified as
“Other” that reduces the ALLL by $2.9 million and $1.6 million, respectively. Please tell us and include in future filings, the concessions that are included in this category.

Management’s original response

 a.
We will revise our disclosure in future filings to explain why the allowance for loan and lease losses (ALLL) has decreased even though the primary concession is a reduction in interest rate and the impact on the ALLL as follows:

Our TDRs may include multiple concessions and the disclosure classifications are based on the primary concession
provided to the borrower. The majority of our concessions for C&I and CRE are situations in which we extended the maturity date which is normally coupled with an increase in the interest rate (in these cases, the primary concession is the
maturity date extension).

 TDR concessions may also result in the reduction of the ALLL within the C&I
and CRE portfolios. The reduction is derived from payments and the resulting application of the reserve calculation within the ALLL. The transaction reserve for non-TDR C&I and CRE loans is calculated based upon several estimated probability
factors, such as PD and LGD, both of which were previously discussed above. Upon the occurrence of a TDR in our C&I and CRE portfolios, the reserve is measured based on the estimation of the probable discounted future cash flows expected
to be collected discounted expected cash flows of the modified loan in accordance with ASC 310-10. The resulting TDR ALLL calculation often results in a lower ALLL amount because (1) the estimated probable discounted
future cash flows discounted expected cash flows indicate a lower estimated loss , (2) if the modification includes a rate increase, the discounting of the cash flows on the modified loan, using the pre-modification interest
rate, exceeds the carrying value of the loan, or 3) payments may occur as part of the modification. The ALLL for C&I and CRE loans may increase as a result of the modification, as the discounted cash flow analysis may indicate additional
reserves are required.

 4

 TDR concessions on consumer loans may increase the ALLL. The concessions
made to these borrowers often include interest rate reductions and therefore the TDR ALLL calculation results in a greater ALLL compared with the non-TDR calculation as the reserve is measured based on the estimation of the discounted expected cash
flows on the modified loan in accordance with ASC 310-10. The resulting TDR ALLL calculation often results in a higher ALLL amount because (1) the discounted expected cash flows indicate a higher estimated loss or (2) due to the rate
decrease, the discounting of the cash flows on the modified loan, using the pre-modification interest rate, indicates a reduction in the expected cash flows. In certain instances, the ALLL may decrease as a result of payments made in connection with
the modification.

 b. As noted on page 86 of our March 31, 2012 Form 10-Q, other concessions include, but are not limited to,
principal forgiveness, collateral concessions, covenant concessions, and reduction of accrued interest.

 Management’s supplemental
response

 Historically, we have defined “Financial Effects of the Modification” as the net change in the ALLL
resulting from the modification. Beginning with the 2012 third quarter Form 10-Q, we will modify our definition of “Financial Effects of the Modification” and related disclosures, to reflect only the income statement impact via
provision for loan loss expense, resulting from the modification.

 As a result of this change in definition, the amounts
disclosed for all concession types and loan classes, including “Other” for both C&I – Other commercial and industrial and CRE – Other commercial real estate will change. However, upon review, the decrease in the ALLL as
reported in these “Other” categories at June 30, 2012, resulted primarily from payments received from the borrowers.

 Note
13—Fair Value of Assets and Liabilities – page 106

 8. We note that you have classified certain assets and liabilities
measured at fair value on a recurring basis as Level 3 in the fair value hierarchy, including certain municipal securities, private label CMOs, asset backed securities, automobile loans, MSRs, and derivatives. However, we were unable to locate the
disclosures requiring a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs as required by ASC 820-10-50-2(g). Please advise, or revise future filings to provide these disclosures.

Management’s response

 In future filings we will enhance our disclosure to provide a more specific description of sensitivity of the fair value measurement to changes in unobservable inputs. Following is our proposed
disclosure.

 5

 Significant unobservable inputs for assets and liabilities measured at fair value on a
recurring and nonrecurring basis

 The table below presents quantitative information about the significant
unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2012.

 Quantitative Information about Level 3 Fair Value
Measurements

 (dollar amounts in thousands,

except net costs to service)

Fair Value at
June 30, 2012

Valuation Technique

 Significant

Unobservable

Input

 Range
(Weighted Average)

 MSRs

$
45,061

Discounted cash flow

Constant prepayment rate (CPR)

9.0% -38.0% (19.0%)

 Spread over forward interest rate swap rates

Option Adjusted Spread (OAS)

-636 - 4,552 (1,229)

Net costs to service

-$10 - $110 ($35)

 Derivative assets

12,844

Consensus Pricing

Net market price

-1.8% -12.4% (2.8%)

 Derivative liabilities

453

Estimated Pull thru %

38% - 93% (74%)

 Municipal securities

78,151

Discounted cash flow

Discount rate

0.6% - 7.0% (2.4%)

 Private-label CMO

67,145

Discounted cash flow

Discount rate

3.5% - 10.4% (7.4%)

Constant prepayment rate (CPR)

0.8% - 26.7% (12.0%)

Probability of default

0.0% - 6.9% (1.9%)

Loss Severity

5.0% - 100% (30.5%)

 Asset-backed securities

119,674

Discounted cash flow

Discount rate

5.7% - 17.5% (9.8%)

Constant prepayment rate (CPR)

5.1% - 9.8% (6.2%)

Cumulative prepayment rate

0.0% - 100% (4.4%)

Constant default

0.3% - 4.0% (2.7%)

Cumulative default

0.8% - 100% (20.2%)

Loss given default

85% - 100% (93.4%)

Cure given deferral

0% - 100% (44.0%)

Loss severity

20% - 75% (63.2%)

 Automobile loans

210,031

Discounted cash flow

Absolute prepayment speed (ABS)

1.3%

Discount rate

0.8% - 9.0% (3.94%)

Life of pool cumulative losses

2.2%

 Impaired loans

22,949

Appraisal value

NA

NA

 Other real estate owned

38,608

Appraisal value

NA

NA

 The following provides a general description of the impact of a change in an unobservable
input on the fair value measurement and the interrelationship between unobservable inputs, where relevant/significant. Interrelationships may also exist between observable and unobservable inputs. Such relationships have not been included in
the discussion below.

 6

 A significant change in the unobservable inputs may result in

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

CORRESP
1
filename1.htm

Correspondence

July 18, 2012

 Mary Beth M. Clary

 mbclary@porterwright.com

 Also admitted in: Ohio

VIA EDGAR

 Porter Wright

 Morris & Arthur LLP

 9132 Strada Place

Third Floor

 Naples,
Florida 34108-2683

 Direct:
239-593-2959

 Fax: 239-593-2990

 Toll free: 800-876-7962

 Stephanie J. Ciboroski

Senior Assistant Chief Accountant

 Division of
Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

RE:

Huntington Bancshares Incorporated

File No. 001-34073

www.porterwright.com

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

 CINCINNATI

CLEVELAND

COLUMBUS

DAYTON

NAPLES

WASHINGTON, DC

 Dear Ms. Ciboroski:

 I represent, and am responding on behalf of, Huntington Bancshares Incorporated in
connection with your letter, dated July 9, 2012, regarding the comments of the Staff of the Securities and Exchange Commission to Huntington’s Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on February 17, 2012, its
Form 10-Q for the quarterly period ended March 31, 2012, and its response, dated May 29, 2012, to your comments of April 30, 2012.

We note that your letter indicated that we should respond within 10 business days or indicate to the Staff when we will respond. This correspondence is to
confirm my prior conversations with both Rahim Ismail and Laura Crotty on July 17, 2012, that we will respond to the comments in your letter on or before August 6, 2012.

 If you have any questions or need additional
information, please feel free to contact me at (239) 593-2959.

 Sincerely,

 /s/Mary Beth M. Clary

 Mary Beth M. Clary

Cc:

Laura Crotty

Rahim Ismail

Suzanne Hayes

July 9, 2012

Via Email
Donald R. Kimble
Chief Financial Officer
Huntington Bancshares Incorporated
41 S. High Street
Columbus, Ohio 43287

 Re: Huntington Bancshares Incorporated
  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
  File No. 001 -34073

Dear Mr. Kimble :

We have reviewed your response  dated May 29, 2012  and Form 10 -Q filed April 30,
2012 and have the following  additional  comments.  In some of our comments, we may ask you
to provide us with information so we may better understand your disclosure.

Please respond to this let ter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   Where we have
requested changes in future filings, please include a draft of your proposed disclosures that
clearly identi fies new or revised disclosures.  If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, including
the draft of your propo sed disclosures, we may have additional comments.

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 not e 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 ap pealed 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

Donald R. Kimble
Huntington Bancshares Incorporated
July 9, 2012
Page 2

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

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 inf ormation 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.

Table 20 – Criticized Commercial Lo an 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.

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

Schedule 14A filed March 8, 2012

Compensation Discussion and Analysis, page 19

5. We note your response to prior comments 1 0 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, us ing 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.

Donald R. Kimble
Huntington Bancshares Incorporated
July 9, 2012
Page 3

Form 10 -Q for the Quarterly Period Ended  March 31, 2012

Note 3 – Loans and Leases and Allowance for Credit Losses, page 69

TDR Loans, page 84

6. We note your disclosure on page 87 and your response to prior comment 6 where you
note that TDRs  may include multiple concessions and the disclosure classifications are
based on the primary concession provided to the borrower.  It is still not clear from the
response and from your TDR disclosures on pages 87 and 88 why the allowance for loan
and leas e losses (ALLL) has decreased even though the primary concession is a reduction
in interest rate.  We also note that for C&I —other commercial and industrial and for
CRE -other commercial real estate, the majority of the TDR is classified as ―Other‖ that
reduces the ALLL by $2.9 million and $1.6 million, respectively.  Please tell us and
include in future filings, the concessions that are included in this category.

Note 4 - Available -for-Sale and Other Securities, page 91

7. We note your response to prior com ment 8 and to your recognition of an additional credit
(income) to ―other -than-temporary impairment‖ recorded during the first quarter of 2012
and 2011.  It continues to be unclear why the non -credit related recoveries shown on the
condensed consolidated s tatements of income result in the recognition of income in your
consolidated statements of income.  Please clarify whether these recoveries have
previously been recognized as impairment expense in your statements of income.

Note 13 - Fair Value of Asset s and Liabilities – page 106

8. We note that you have classified certain assets and liabilities measured at fair value on a
recurring basis as Level 3 in the fair value hierarchy, including certain municipal
securities, private label CMOs , asset backed securities, automobile loans, MSRs, and
derivatives.  However, we were unable to locate the disclosures requiring a narrative
description of the sensitivity of the fair value measurement to changes in unobservable
inputs as required by ASC 8 20-10-50-2(g). Please advise, or revise future filings to
provide these disclosures.

Income Simulation and Economic Value Analysis, page 36

9. We note your use of both interest sensitive earnings at risk (ISE) and economic value of
equity (EVE) to measure t he potential impact of changes in market interest rates on your
assets and liabilities. Please respond to, and enhance your disclosures in future filings to
address the following:

 Tell us why the 200 basis point reduction in interest rates has a smaller e ffect on the
interest income/expense on loans, investments, interest bearing deposits and total

Donald R. Kimble
Huntington Bancshares Incorporated
July 9, 2012
Page 4

 borrowings than a 100 basis point reduction in interest rates, pursuant to your
disclosure in table 19.
 Provide additional context as to how investors should v iew the output of the EVE
model in relation to other disclosures that are in the filing.  For example, you have
disclosed the EVE amount and the Board policy limits, but is unclear what EVE is
compared to (total equity, Tier 1 equity, etc) in arriving at t hese amounts.
 You disclose the Board policy limits on EVE for the different scenarios, but it is not
clear what management’s procedures are for addressing any breaches of the internal
limits for the modeled outputs.  As part of your response, please tell  us whether you
have exceeded these limits before, including whether the calculations are performed
at dates other than the financial reporting dates.
 Provide more of a qualitative discussion to explain why decreases in interest rates
cause EVE for loan s and other investments to be positive, and vice versa when the
rates go up, particularly when compared to your interest income sensitivity in table 19
that shows when rates go down, interest income goes down significantly, and vice
versa when the rates go  up.  Contrast how this works for your liabilities, where EVE
is reduced when rates go lower, and interest expense is also reduced as rates go lower.
 Please explain the drivers for a positive effect of a +100 and +200 basis point change
in interest rates  under the ISE model versus a negative effect under your EVE model.
Additionally, please explain why the EVE model has a positive effect under a -100
basis point shift but a negative effect under a -200 basis point shift.

You may contact Rahim Ismai l at (202) 551 -4965 or me at (202) 551 -3512  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Laura Crotty at (202) 551 -3563 or Suzanne Hayes, Assistant Director,  at (202) 551 -3675 with
any other ques tions.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 May 29, 2012

 Suzanne Hayes

 Assistant Director

 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

 Dear Ms. Hayes:

 This letter is in response to your letter dated April 30, 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. 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.

 1

 Item 1A. Risk Factors, page 12

 1. We note that you have not included risk factor disclosure addressing the following items, which appear to be material risks to your business:

•

 Please describe the possible negative effects of downgrades in either the company’s credit ratings or the downgrade of the credit ratings of
other institutions or agencies with which the company does business. To the extent that you are aware you are under review for possible downgrade, please disclose this information and quantify the effects of a potential downgrade.

•

 To the extent you rely on third parties for key components of your infrastructure, including online banking capabilities, please discuss this
reliance and the possible risks your dependence presents.

 Please revise your disclosure to include separately
captioned risk factors addressing each of the items noted above. In the event you do not believe one or all of these items present material risks to your business, please provide us with an analysis supporting such conclusion.

Management’s response

 We acknowledge that credit ratings, especially for financial institutions, continue to be an area of focus for all constituencies, including investors. As part of our evaluation of risk factors for the
2011 Form 10-K, we considered our current credit ratings and any known upcoming actions by the rating agencies specifically with respect to us. Information we considered included:

•

 During the 2011 fourth quarter, all three rating agencies reaffirmed their “Stable” ratings outlook for Huntington and the Bank and our
credit ratings are all above investment grade. Standard and Poor’s ratings outlook reflected the results of its new rating methodology, which evaluates banks’ creditworthiness based on economic and industry risks, bank-specific strengths
and weaknesses, as well as the likelihood of external government support.

•

 On October 11, 2011, Moody’s Investors Service upgraded their ratings on both Huntington’s and the Bank’s senior and subordinated
notes.

•

 We were not at the time of filing our 2011 Form 10-K and are not currently under review for possible downgrade by any of the rating agencies. In
addition, credit agency ratings are not as significant to us given our level of core deposit funding.

•

 The Liquidity Risk section on page 71 of our 2011 Form 10-K already described how we manage liquidity risk and included a comment about the impact of a
potential downgrade in our credit ratings. For your convenience, a portion of the Liquidity Risk section is included here –

 2

 In the normal course of business, in order to better manage liquidity risk, we perform
stress tests to determine the effect that a potential downgrade in our credit ratings or other market disruptions could have on liquidity over various time periods. These credit ratings have a direct impact on our cost of funds and ability to raise
funds under normal, as well as adverse, circumstances. The results of these stress tests indicate that at December 31, 2011, sufficient sources of funds were available to meet our financial obligations and fund our operations for 2012.

 Based on our credit ratings circumstances at the time of filing and liquidity risk disclosures described above, we do not
believe this risk was significant enough to include as a risk factor in our 2011 Form 10-K. We did disclose the risk’s impacts and mitigating factors related to the possible negative effect of a downgrade of our credit ratings in other areas of
our 2011 Form 10-K and we will continue to evaluate disclosure of this as a risk factor going forward if our credit ratings circumstances change for the worse.

 The possible negative effect of a downgrade in credit rating of other institutions or agencies with which we do business may impact the fair value of certain derivative instruments used in our asset and
liability management activities. The Derivative Financial Instruments footnote on page 193 of our 2011 Form 10-K describes these derivatives. For your convenience, a portion of that disclosure is included here –

A variety of derivative financial instruments, principally interest rate swaps, cap, floors, and collars, are used in asset and liability
management activities to protect against the risk of adverse price or interest rate movements. These instruments provide flexibility in adjusting Huntington’s sensitivity to changes in interest rates without exposure to loss of principal and
higher funding requirements. Huntington records derivatives at fair value, as further described in Note 19. Collateral agreements are regularly entered into as part of the underlying derivative agreements with Huntington’s counterparties to
mitigate counterparty credit risk. At December 31, 2011 and 2010, aggregate credit risk associated with these derivatives, net of collateral that has been pledged by the counterparty, was $36.4 million and $39.9 million, respectively. The
credit risk associated with derivatives used in asset and liability management activities is calculated after considering master netting agreements.

 At December 31, 2011, Huntington pledged $233.5 million of investment securities and cash collateral to counterparties, while other counterparties pledged $127.0 million of investment securities and
cash collateral to Huntington to satisfy collateral netting agreements. In the event of credit downgrades, Huntington could be required to provide an additional $3.5 million in collateral.

Given the limited exposure with our derivative financial instruments, we do not believe the possible negative effect of a downgrade of
other institutions or agencies with which we do business is a significant risk factor.

 3

 Within our Risk Factors associated with Operational Risk on page 17 of our 2011 Form 10-K,
we discuss risks related to “faulty or disabled computer or telecommunications systems” as well as cyber-attack risks and loss of sensitive data, which would encompass systems and services provided by third-party vendors. From an
operational risk perspective, systems and services provided by third party vendors are monitored and managed using the same risk governance approach as used for our internal processes. The approach includes monitoring key risk indicators, risk
control self-assessment, disaster recovery plans, and investigating and remediating all vendor incidents. Based on this approach and the existing disclosures included under Operational Risks in our 2011 Form 10-K, we believe additional disclosure
regarding risks associated with third party vendors is not necessary at this time.

 In light of the disclosures already
included in the Risk Factor section of our 2011 Form 10-K, we do not believe reliance on third parties alone is a significant risk factor for us and this risk could apply to any issuer. As such, we do not believe it is appropriate to include it as a
risk factor in our 2011 Form 10-K.

 Our chief risk officer is responsible for ensuring that appropriate systems of controls
are in place for managing, monitoring, and reporting risk across Huntington. For each reporting period, our chief risk officer performs a comprehensive review of our risk factors for completeness and relevance in light of our changing circumstances,
current industry developments, and the economic environment. This review is supplemented with feedback from senior management and outside counsel and takes into consideration the guidance provided by Regulation S-K section 229.503(c).

 4

 “The resolution of significant pending litigation, if unfavorable, could have a material adverse
effect on our results of operations for a particular period.” page 17

 2. Please revise this risk factor to specifically
contemplate the litigation discussed in Note 22 to the financial statements and tailor the discussion to the company’s current circumstances.

 Management’s response

 In future filings, beginning with our Form 10-Q
for the fiscal quarter ended June 30, 2012, we will include an update to our risk factors as follows (underlining denotes additions to and strikeouts indicate deletions from our current disclosures):

1. The resolution of significant pending litigation, if unfavorable, could have a material adverse effect on our results of operations
for a particular period.

 We face legal risks in our businesses, and the volume of claims and amount of
damages and penalties claimed in litigation and regulatory proceedings against financial institutions remain high. Substantial legal liability against us could have material adverse financial effects or cause significant reputational harm to us,
which in turn could seriously harm our business prospects. It is possible that the ultimate resolution of these matters, if unfavorable, may be material to the results of operations for a particular reporting period.

Note 22 of the Notes to Consolidated Financial Statements updates the status of litigation concerning Cyberco Holdings,
Inc. Although the bank maintains litigation reserves related to this case, the ultimate resolution of the matter, if unfavorable, may be material to our results of operations for a particular reporting period. (For further discussion, see
Note 22 of the Notes to Consolidated Financial Statements.)

 5

 “We are subject to routine on-going tax examinations by the IRS and by various other
jurisdictions…” page 18

 3. We note your statement that the ultimate resolution of certain proposed tax adjustments could
result in penalties and interest and may be material to the company’s results of operations. Please revise this risk factor to provide more detail about the nature of the pending investigations and contested matters.

Management’s response

 We are not involved in any pending investigations with the IRS. However, for tax years 2008 and 2009, we are currently undergoing a routine examination by the IRS and, at the current time, have not
received any unagreed proposed adjustments.

 For the tax years 2006 and 2007, we have appealed certain proposed adjustments
resulting from the routine IRS examinations. It is not an unusual step in the IRS examination process for us to hold discussions with the Appeals Division of the IRS regarding certain unagreed tax matters. We believe the tax positions taken by us
related to such proposed adjustments were correct and supported by applicable statutes, regulations, and judicial authority, and we intend to vigorously defend our positions. In addition, the Income Taxes footnote on page 174 of our 2011 Form 10-K
describes our accounting for income taxes. For your convenience, a portion of the Income Taxes footnote is included here –

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, city, and foreign
jurisdictions. Federal income tax audits have been completed through 2007. The Company has appealed certain proposed adjustments resulting from the IRS examination of the 2006 and 2007 tax returns. Management believes the tax positions taken related
to such proposed adjustments were correct and supported by applicable statutes, regulations, and judicial authority, and intend to vigorously defend them. During 2011, Management entered into discussions with the Appeals Division of the IRS. It is
possible the ultimate resolution of the proposed adjustments, if unfavorable, may be material to the results of operations in the period it occurs. However, although no assurance can be given, Management believes the resolution of these examinations
will not, individually or in the aggregate, have a material adverse impact on our consolidated financial position. In the 2011 third quarter, the IRS began its examination of our 2008 and 2009 consolidated federal income tax returns. Various state
and other jurisdictions remain open to examination for tax years 2005 and forward.

 6

 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.

 At this time, we do not believe the amount or nature of the matters currently under appeal
with the IRS is material for purposes of risk factor disclosure, 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, as we believe our tax positions will be sustained based on the technical merits of each position. We do, however, believe it is appropriate to inform our shareholders that we are subject to ongoing routine tax examinations, and that
these audits, when concluded, may result in a future tax liability.

 7

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 24

 Table 17 – TDR Activity, page 60

 4. We note your disclosure that you have approximately $160 million of existing commercial TDRs that were re-underwritten with new terms providing a concession. With respect to these can you please
tell us the following:

a.
Tell us if all of these amounts were considered nonaccruing TDR’s prior to the latest modification, and if not, please tell us the amounts that were considered
accruing TDR’s versus nonaccruing.

b.
Tell us the types of concessions granted and describe the ways they differ from the original concessions.

c.
Tell us whether you have a policy limiting the number of modifications that can be performed for a specific loan.

d.
It appears that the restructured TDR’s are included in the accruing TDR’s bucket, but please confirm and tell us whether loans are automatically considered
to be accruing TDR’s upon granting of a new concession.

e.
You have disclosed on page 150 the amount of TDR’s that have subsequently defaulted. Tell us the subsequent default rates for TDR’s that have been
remodified with additional concessions and whether the default rate is higher or lower than TDR’s that have not had any additional concessions.

f.
Tell us whether you have recognized additional allowances for these loans upon re-modification of these TDRs in light of the fact that ASC 310-10-50-34 requires that
defaults should be factored into the determination of the allowance for

CORRESP
1
filename1.htm

CORRESP

 Mary Beth M. Clary

 mbclary@porterwright.com

 Also admitted in: Ohio

 Porter Wright

Morris & Arthur LLP

 9132 Strada Place

 Third Floor

Naples, Florida 34108-2683

Direct: 239-593-2959

Fax: 239-593-2990

Toll free: 800-876-7962

www.porterwright.com

 CINCINNATI

CLEVELAND

COLUMBUS

DAYTON

NAPLES

 WASHINGTON,
DC

 May 10, 2012

VIA EDGAR

 Suzanne Hayes, Assistant Director

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street,
NE

 Washington, DC 20549

RE:  Huntington Bancshares Incorporated

File No. 001-34073

 Form 10-K for the fiscal year ended December 31, 2011,

 Filed
February 17, 2012

 Dear Ms. Hayes:

 I represent, and am responding on behalf of, Huntington Bancshares Incorporated in
connection with your letter, dated April 30, 2012, regarding the comments of the Staff of the Securities and Exchange Commission to Huntington’s Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on
February 17, 2012.

 We note that your letter indicated that we should
respond within 10 business days or indicate to the Staff when we will respond. This correspondence is to confirm my prior conversation with Laura Crotty on May 9, 2012, that we will respond to the comments in your letter on or before
May 31, 2012.

 If you have any questions or need additional
information, please feel free to contact me at (239) 593-2959.

Sincerely,

 /s/ Mary Beth M. Clary

 Mary
Beth M. Clary

Cc:   Laura Crotty

 Rahim Ismail

 Stephanie Ciboroski

April 30, 2012

Via Email
Donald R. Kimble
Chief Financial Officer Huntington Bancshares Incorporated 41 S. High Street Columbus, Ohio 43287
 Re: Huntington Bancshares Incorporated
  Form 10-K for the Fiscal Year Ended December 31, 2011   Filed February 17, 2012   File No. 001-34073
Dear Mr. Kimble:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearl y identifies new or revised disc losures.  If you do not believe
our comments apply to your facts and circum stances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.    Item 1A. Risk Factors, page 12

1. We note that you have not included risk f actor disclosure addressing the following
items, which appear to be mate rial risks to your business:

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 2
  Please describe the possible negative e ffects of downgrades in either the
company’s credit ratings or the downgra de of the credit ratings of other
institutions or agencies with which the company does business.  To the extent
that you are aware you are under review fo r possible downgrade, please disclose
this information and quantify the e ffects of a potential downgrade.
 To the extent you rely on third parties for key components of your infrastructure,
including online banking capabilities, please discuss this reliance and the
possible risks your dependence presents.
Please revise your disclosure to include se parately captioned risk  factors addressing
each of the items noted above.  In the event you do not believe one or all of these items present material risks to your busine ss, please provide us with an analysis
supporting such conclusion.
 “The resolution of significant pending litigat ion, if unfavorable, could have a material
adverse effect on our results of operati ons for a particular period.” page 17

2. Please revise this risk factor to specifi cally contemplate the litigation discussed in
Note 22 to the financial statements and tail or the discussion to the company’s current
circumstances.
 “We are subject to routine on-going tax exam inations by the IRS and by various other
jurisdictions…” page 18

3. We note your statement that the ultima te resolution of cer tain proposed tax
adjustments could result in penalties and interest and may be material to the
company’s results of operations.  Please revise  this risk factor to  provide more detail
about the nature of the pending inve stigations and c ontested matters.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,
page 24
 Table 17 – TDR Activity, page 60

4. We note your disclosure that you have  approximately $160 million of existing
commercial TDRs that were re-underwritten  with new terms providing a concession.
With respect to these can you please tell us the following:
 Tell us if all of these amounts were co nsidered nonaccruing TDR’s prior to the
latest modification, and if not, please tell us the amount s that were considered
accruing TDR’s versus nonaccruing.

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 3
  Tell us the types of concessions granted and describe the ways they differ from
the original concessions.
 Tell us whether you have a policy limiting the number of modifications that can
be performed for a specific loan.
 It appears that the restructured TDR’s are included in the accruing TDR’s bucket,
but please confirm and tell us whether lo ans are automatically considered to be
accruing TDR’s upon granting of a new concession.
 You have disclosed on page 150 the amount  of TDR’s that have subsequently
defaulted.  Tell us the subsequent defau lt rates for TDR’s that have been re-
modified with additional concessions and whether the default rate is higher or
lower than TDR’s that have not had any additional concessions.
 Tell us whether you have recognized a dditional allowances for these loans upon
re-modification of these TDRs in light of  the fact that ASC 310-10-50-34 requires
that defaults should be factored into th e determination of the allowance for credit
losses.
 Table 20 – Criticized Commerci al Loan Activity, page 63

5. We note your disclosure that you believe ear ly identification of problem loans and
aggressive action plans for problem loans, combined with originating high quality new loans will contribute to improvement in your key credit quality metrics.
However, we were unable to locate any a dditional disclosure relating to potential
problem loans you hold at period end, including a description of the nature and extent
of such loans that are not ot herwise disclosed in your fili ng as nonaccrual loans, loans
over 90-days and still accruing or troubled debt restructur ings.  Please revise future
interim and annual filings to provide this information or, alternatively if you do not
hold any potential problem loans other than those in the ca tegories already disclosed,
please clearly state that fact .  If you do hold potential probl em loans at any period end
that are not otherwise disclosed, please ensure your revised disclosure also
specifically addresses any know n information about possible credit problems of the
borrowers.  Refer to Item III.C.2 of Industry Guide 3 for guidance.
 Notes to the Financial Statements

 Note 3 – Loans and Leases and Allowance for Credit Losses, page 132

TDR Loans, page 146

6. We note your disclosure on page 147 that TDR concessions and classification may
reduce the allowance for loan and lease losses (ALLL) within certain classes,
specifically the C&I and CRE portfolios wher e concessions on TDR loans involve an

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 4
 increase in interest rate and extension of maturity, but for consumer loans concessions
often include interest rate  reductions and therefore th e TDR ALLL calculation results
in a greater ALLL.  Based on the table pres ented in pages 149 and 150 it appears that
interest rate reductions (as opposed to increases) are one of the more common
modification types for your C&I and CRE lo ans.  Additionally, we note that from
these same tables that the interest rate  reduction often leads to a reduction in the
ALLL following the modification in the cas e of certain of your C&I, CRE and
residential mortgage loans.  Please advise, a nd revise your disclosure in future filings
to clarify these points.

7. We note your disclosure on page 150 that  all classes within  the C&I and CRE
portfolios are considered as re-defaulted at 90 past due, automobile loans, other
consumer loans and second-lien home equity  portfolios are considered to be re-
defaulted at 120 days past due and resident ial mortgage loans and first-lien home
equity loans are considered as re-defaulted at 150 days past due.  We also note
footnote 1 to your table on page 152 that indi cates that subsequent  default is defined
as a payment re-default within  12 months of the restructur ing date.   Please clarify
your footnote to the table if the “payment re-default” you are referring to is based on
the days past due information included on page 150.  Additionally, please clarify how
you believe your policy captures the principl e of the disclosure in ASC 310-10-50-34
since the disclosure is based on TDRs that  occurred in the past twelve months and
your policy for determining re-default require s a TDR loan in some instances to be
150 days past due before it would be capture d in this disclosure.  Additionally, in
accordance with ASC 310-10-50-34(b), please re vise your disclosure in future filings
to clarify how your allowance methodology cap tures this re-default risk and discuss
whether it is based on the same paymen t default information included in your
disclosure.
 Note 4 – Available-for-Sale and Other Securities, page 152

8. We note your disclosure in your other-tha n-temporary impairment (OTTI) table on
page 158, that you had unrealized OTTI recoveries of $11.5 million during 2011 and $23.6 million during 2010.  We also note that yo ur consolidated statements of income
show that you recognized net impairment losse s on securities not expected to be sold
in the amount of $7.4 million and $13.7 m illion during the years ended December 31,
2011 and 2010, respectively, which is net of the $11.5 million and $23.6 million of non-credit related losses on s ecurities not expected to be sold during 2011 and 2010,
respectively.  Please re spond to the following:
 Please clarify whether the $11.5 milli on and $23.6 million at December 31, 2011
and 2010, respectively, as shown on page 158, represent recoveri es of unrealized

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 5
 OTTI or whether this represents additio nal impairment as is suggested by your
consolidated statements of income.
 Please clarify whether the $4.2 million and $9.8 million shown as impairment
gains on available-for-sale securities in your consolidat ed statements of income
for the years ended December 31, 2011 a nd 2010, respectively, represent gains or
recoveries on these securities.  To  the extent these amounts do represent
recoveries in fair value, please te ll us your basis for including these
recoveries/gains in your consolidated statements of income.
 Please provide a summary breakdown and e xplanation of the se curities driving
the $4.2 million and $9.8 million during the years ended December 31, 2011 and 2010, respectively.
 Clarify how the tables on pages 158 and 159 interact w ith each other and
reconcile to the amounts reported in the consolidated statements of income.
Specifically, it is not clear how the ta ble on page 159 showing credit losses
recognized in earnings ties to impair ment losses on investment securities
recognized in the consolidated statements of income or to the tables on page 158.
 Note 19 – Fair Value of Asse ts and Liabilities, page 182

9. We note the fair value hierarchy table on page 185 where you have disclosed that you
have netting adjustments of $94.1 million for your derivative assets but there are no
netting adjustments for your derivative liab ilities.  We also note your disclosure on
page 193 that you have pledged $233.5 million in securities and cash collateral to counterparties and that counterparties ha ve pledged $127.0 million of investment
securities and cash collateral  to you to satisfy collateral  netting agreements.  Please
clarify how you have calculated the netting adjustments reflected in this table and
discuss how the amounts interact wi th the disclosure on page 193.
 Schedule 14A filed March 8, 2012

 Compensation Discussion and Analysis, page 19

 2011 Annual Cash Incentive Compensation under the Management Incentive Plan, page 28

10. We note your statement that based on the ove rall performance factor of 74% of target,
individual awards for executive were capped at 74% of the targeted award and could
have been adjusted downward.  Please provi de expanded disclosure to describe the
factors that the Compensation Committee c onsidered when determining each named
NEO’s individual award.

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 6

Long-Term Incentive Compensation, page 29

11. We note your statement on page 31 that the named executive officers received long-
term incentive awards which ranged in va lue from “189% to 241% of base salary”
based on “company and individual performan ce and contributions, retention value of
current equity ownership, historical long- term incentive compensation awards and the
market-based framework the independent c onsultant developed.”   Please provide
expanded disclosure to more specifically a ddress the performance considered for each
NEO on an individual basis and indicate how the consideratio n of those items
identified above resulted in the specific percentage awarded to each individual.

 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 the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written 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.

You may contact Rahim Ismail at (202) 551- 4965 or Stephanie Ci boroski at (202)
551-3512 if you have questions regarding comments  on the financial statements and related
matters.  Please contact Laura Crotty at (202) 551-3563 or me at (202) 551-3675 with any
other questions.
Sincerely,

Donald R. Kimble
Huntington Bancshares Incorporated April 30, 2012 Page 7
  /s/ Suzanne Hayes
Suzanne Hayes Assistant Director

January 13, 2012
 Via E-mail

Mr. Stephen D. Steinour Chief Executive Officer Huntington Bancshares Incorporated 41 South High Street Columbus, Ohio 43287
Re: Huntington Bancshares Incorporated
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 18, 2011
  File No. 001-34073

Dear Mr. Steinour:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Stephanie L. Hunsaker
  Stephanie L. Hunsaker
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 December 23, 2011

 Stephanie L. Hunsaker

 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, 2010, filed February 18, 2011

•

 Form 10-Q for the fiscal quarter ended September 30, 2011, filed October 31, 2011

Dear Ms. Hunsaker:

 This
letter is in response to your letter dated December 16, 2011, regarding the Securities and Exchange Commission Staff’s review of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on February 18,
2011, and our Form 10-Q for the fiscal quarter ended September 30, 2011, filed on October 31, 2011. For your convenience, we have included your comments below and have keyed our responses accordingly. Please note, we converted your bullets
to letters to facilitate review of our response.

 Form 10-Q for the Fiscal Quarter Ended September 30, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations

NPAs, NALs, and TDRs

 TDR Loans, page
40

 1. We note your response to our previous comment eight in our letter dated December 7, 2011. Please tell us the following
information:

a)
In your response, you state that you “routinely make modifications such as these in the normal course of business to borrowers who are performing according to
the restructured contractual terms of the loan if the borrower is no longer experiencing financial difficulties.” Please clarify whether you also make these modifications for all borrowers in the normal course of business or whether you only
provide these modifications once a loan has been a performing TDR for an acceptable period of time or at maturity of the TDR.

 1

b)
Please clarify whether the market rate of interest that typically occurs in the new loan is at a higher rate or lower rate than the rate immediately prior in the
restructured loan.

c)
Please tell us whether the modifications to these loans are considered more than minor under ASC 310-20-35-10.

Management’s response

a)
We consider these modifications to be a refinancing. These loans are evaluated through our underwriting process consistent with new loans to determine if they are
credit worthy. They are subjected to the normal underwriting standards and processes for other similar credits, both new and existing. We routinely make refinancings or new loans such as these in the normal course of business to new borrowers or
existing borrowers with similar risk characteristics as the borrower whose financial condition has improved and is performing in accordance with the TDR loan.

b)
Historically, the interest rate on the new loan is typically at or above the interest rate on the restructured loan; however, the interest rate can be lower. The
interest rate is determined based on the market rate of interest at the time of the refinancing for borrowers with similar risk characteristics, and is not reflective of an expectation of either an increase or decrease in the rate compared to the
restructured note.

c)
The modifications to these loans are considered more than minor under the guidance noted in ASC 310-20-35, paragraphs 9, 10, and 11.

Paragraph 9 notes that if the terms of the new loan resulting from a loan refinancing or restructuring other than a troubled debt
restructuring are at least as favorable to the lender as the terms for comparable loans to other customers with similar collection risks who are not refinancing or restructuring a loan with the lender, the refinanced loan shall be accounted for as a
new loan. The refinancings are evaluated to determine if the terms are at least as favorable to us as terms for new comparable loans to other customers with similar collection risk.

The guidance in paragraph 10 is also utilized, which indicates if the refinancing or restructuring does not meet the condition set forth
in paragraph 9 or if it meets the condition set forth in paragraph 9 but only minor modifications are made to the original loan contract, the loan should be accounted for as a continuation of the old loan. The new terms are evaluated to determine if
they are more than minor when compared to the TDR loan using the qualitative guidance in paragraph 11, which states a creditor shall evaluate whether the modification is more than minor based on the specific facts and circumstances (and other
relevant considerations) surrounding the modification. We evaluate the new terms based on the specific facts and circumstances and other relevant considerations to ensure the modifications are more than minor.

 2

 In future filings, beginning with our Form 10-K for the year-ended December 31, 2011,
we will expand our discussion within the Footnotes to read as follows (underlining denotes additions to from our current disclosures, bold section is clarifying additional language from our response to you dated December 13, 2011):

Commercial nonaccrual TDRs result from either: (1) an accruing commercial TDR being placed on nonaccrual status, or
(2) a workout where an existing commercial NAL is restructured and a concession was given. At times, these workouts restructure the NAL so that two or more new notes are created. The primary note is underwritten based upon our normal
underwriting standards and is sized so projected cash flows are sufficient to repay contractual principal and interest. The terms on the secondary note(s) vary by situation, and may include notes that defer principal and interest payments until
after the primary note is repaid. Creating two or more notes often allows the borrower to continue a project or weather a temporary economic downturn and allows Huntington to right-size a loan based upon the current expectations for a
borrower’s or project’s performance. Additionally, if a charge-off was taken as part of the restructuring, the TDR status is not considered for removal. The TDR status on commercial loans is considered for removal if the loan is
subsequently modified at market terms.

 Our strategy involving TDR borrowers includes working with these
credits to allow them to refinance elsewhere as well as allow them time to improve their financial position and remain our customer through refinancing their notes according to market terms and conditions in the future. A refinancing or modification
of a loan occurs when either the loan matures according to the terms of the TDR-modified agreement or the borrower requests a change to the loan agreements. At that time, the borrower is evaluated to determine if it is credit worthy. It is subjected
to the normal underwriting standards and processes for other similar credits, both new and existing, which are requesting extensions of credit.

 In accordance with ASC 310-20-35, the refinanced note is evaluated to determine if it is considered a new loan or a continuation of the prior loan. A new loan is considered for removal of the TDR
designation, whereas a continuation of the prior note requires a continuation of the TDR designation. In order for a TDR designation to be removed, the borrower must no longer be experiencing financial difficulties and the terms of the refinanced
loan must not represent a concession.

 *********************************

 3

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosures 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.

 We believe that the foregoing response addresses your comments. We are committed to full
and transparent disclosure and will continue to enhance our disclosures in future filings. Please contact me at (614) 480-5240 if you have any questions or would like further information about this response.

Sincerely,

 /s/ Donald R. Kimble

 Donald R. Kimble

 Senior
Executive Vice President and Chief Financial Officer

 Huntington Bancshares Incorporated

Copies to:

 Stephen D. Steinour, Chairman,
President, and Chief Executive Officer, Huntington

 Bancshares Incorporated

 Richard A. Cheap, General Counsel and Secretary, Huntington Bancshares Incorporated

 Rebekah
Lindsey, Securities and Exchange Commission

 4

December 16, 2011
 Via E-mail

Mr. Stephen D. Steinour Chief Executive Officer Huntington Bancshares Incorporated 41 South High Street Columbus, Ohio 43287
Re: Huntington Bancshares Incorporated
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 18, 2010
  Form 10-Q for Fiscal Quarter Ended September 30, 2011   Filed October 31, 2011        Response dated December 13, 2011   File No. 001-34073

Dear Mr. Steinour:
 We have reviewed your correspondence f iled with the Commission on December 13,
2011 and have the following additional comments.   In some of our comments, we may ask you
to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten bus iness days by amending your future filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.             Form 10-Q for the Fiscal Period Ended September 30, 2011

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
NPAs, NALs, and TDRs
TDR Loans, page 40

1. We note your response to our previous comm ent eight in our letter dated December 7,
2011.  Please tell us the following information:

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 16, 2011 Page 2

  In your response, you state th at you “routinely make modifi cations such as these in
the normal course of business to borrow ers who are performing according to the
restructured contractual term s of the loan if the borrower is no longer experiencing
financial difficulties.”  Please clarify whet her you also make these modifications for
all borrowers in the normal course of business or whether you only provide these
modifications once a loan has been a pe rforming TDR for an acceptable period of
time or at maturity of the TDR.
 Please clarify whether the market rate of inte rest that typically o ccurs in the new loan
is at a higher rate or lower rate than the rate immediately prior in the restructured
loan.
 Please tell us whether the modifications to these loans are considered more than
minor under ASC 310-20-35-10.

             We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
You may contact Rebekah Li ndsey at (202) 551-3303 or me at (202) 551-3512 if you
have questions regarding these comments.
Sincerely,

 /s/ Stephanie L. Hunsaker
Stephanie L. Hunsaker Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

December 13, 2011

Stephanie L. Hunsaker

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

HUNTINGTON BANCSHARES INCORPORATED HAS CLAIMED

CONFIDENTIAL TREATMENT OF PORTIONS OF THIS LETTER IN

ACCORDANCE WITH 17 C.F.R. §200.83

    Re:
     Huntington Bancshares Incorporated

File No. 001-34073

    •

    Form 10-K for the fiscal year ended December 31, 2010, filed February 18, 2011

    •

    Form 10-Q for the fiscal quarter ended March 31, 2011, filed April 29, 2011

    •

    Form 10-Q for the fiscal quarter ended September 30, 2011, filed October 31, 2011

Dear Ms. Hunsaker:

This letter is in response to your letter dated December 7, 2011, regarding the Securities and
Exchange Commission Staff’s review of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, filed on February 18, 2011, our Form 10-Q for the fiscal quarter ended March 31,
2011, filed on April 29, 2011, and our Form 10-Q for the fiscal quarter ended September 30, 2011,
filed on October 31, 2011. For your convenience, we have included your comments below and have
keyed our responses accordingly. Please note, for question number eight, we converted your bullets
to letters to facilitate review of our response.

Pursuant to 17 C.F.R. §200.83, we are requesting confidential treatment for a portion of our
response below. We request that this portion, as indicated by [***], be maintained in confidence,
not be made part of any public record, and not be disclosed to any person as it contains
confidential information. In the event that the Staff receives a request for access to the
confidential portions herein, whether pursuant to the Freedom of Information Act or otherwise, we
respectfully request that we be notified immediately so that we may further substantiate this
request for confidential treatment. Please address any notification of a request for access to
such information to the undersigned with a copy to General Counsel, Huntington Bancshares
Incorporated, 41 South High Street, HC1002, Columbus, OH 43215.

Form 10-K for the Fiscal Year ended December 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Provision for Income Taxes, page 48

1. Please refer to our previous comment one in our letter dated July 18, 2011. We note your
response, however it remains unclear what the reasons for repatriation were. Please expand your
discussion to provide additional specific detail regarding the repatriation and the effect on your
liquidity. In this regard, please address the following:

    •

    Provide additional detail as to how the actions taken in the second paragraph of
Exhibit A were was considered in the plan to reinvest the earnings indefinitely and the
reasons for this change.

    •

    Discuss why you changed your actions discussed in the second paragraph of Exhibit A
from those originally planned.

    •

    Discuss if the action taken in the second paragraph of Exhibit A was because other
sources of liquidity were no longer available. If so, please revise your liquidity section
to discuss the declines of these sources and any impact it may have had on your
operations.

Management’s response

Our response to this request is contained in Exhibit A.

2

Table 29 — Net Loan and Lease Charge-offs, page 72

2. Please refer to our previous comment seven in our letter dated July 18, 2011. We note your
response and your revised disclosures on page 35 of your September 30, 2011 Form 10-Q. Please
address the following:

    •

    In your response, you indicate that one of the reasons for the trends in the charge-off
rates for home equity loans as compared to residential mortgages is due to higher credit
quality in the home equity portfolio as evidenced by higher FICO scores and lower LTVs
within the home equity portfolio. However, your disclosures do not seem to indicate a
significant difference in credit quality between these portfolios. For example, we note on
page 88 of your September 30, 2011 Form 10-Q that the FICO at origination and the
refreshed FICO for both home equity portfolios and residential mortgages are relatively
similar. We also note that LTVs at origination and the refreshed LTVs are relatively
similar for these portfolios. Therefore, please expand your response to provide additional
information as to the relative materiality of these items on the previously noted trends.
As part of your response, please also address why you believe the charge-off rate trends
have changed over the years, since during the periods from 2006-2008, home equity loans
had higher charge-off rates as compared to residential mortgages, but the opposite was
true beginning in 2009.

    •

    Your disclosure indicates that a greater portion of your residential mortgages are past
due as compared to the home equity loans. Please revise to disclose the reasons why you
believe a greater percentage of the residential mortgages are past due given the apparent
similarity of credit quality of the portfolios. Discuss why you believe this may be
occurring and the impact of this trend on the charge-off rates for each portfolio.

Management’s response

The performance of both our home equity and residential mortgage portfolios have been impacted
by the weakened overall economy, particularly the residential real estate market collapse beginning
in 2008. These conditions have affected the entire banking industry, with the impact to us
affected by geography, product types, and credit quality of the underlying borrowers.

Prior to 2008, the home equity portfolio was primarily second-lien loans and, as can be seen
in table 29 of our 2010 Form 10-K, the home equity portfolio consistently experienced higher
charge-off rates compared to the residential mortgage portfolio based almost entirely on the
first-lien position of the residential portfolio versus second-lien position nature of the home
equity portfolio, and the robust market for residential real estate. In the first-lien residential
mortgage product, even borrowers with weaker credit quality were supported by the consistently
increasing home prices and the numerous refinancing options available regardless of credit history.
The second-lien loans were helped by these market trends as well, but had a higher risk profile as
a result of the lien
position. The relatively low interest rate environment also made the interest-only feature of
the HELOC product affordable to more borrowers.

3

When the residential real estate market began to deteriorate in 2008, the initial impact was
primarily associated with higher risk credits with higher LTVs that typically had comparatively
higher interest rates. As refinancing options became more limited, some borrowers with marginal
income stopped making payments on their residential mortgage loans. In some cases, borrowers
continued to make payments on their second-lien HELOC product in order to maintain the revolving
dollar availability. Thus, the initial adverse impact to us in 2008 was primarily in the
residential mortgage portfolio resulting from partial charge-offs associated with right-sizing loan
balances in loan modification efforts. We recognized the trend, and initiated two residential
mortgage portfolio sales in 2009 to proactively address the risk. As shown in Table 28 of the 2011
third quarter 10-Q, the residential mortgage charge-off ratio has declined each quarter since the
2010 fourth quarter. The ratio is also based on a relatively static portfolio level, indicating
that there was no growth impact in the denominator of the calculation. Over the same period, the
home equity portfolio has incurred relatively consistent levels of charge-offs, with a slightly
declining trend in the ratio as a result of some portfolio growth.

In future filings, beginning with our Form 10-K for the year-ended December 31, 2011, we will
expand our discussion within the credit risk section of our MD&A to read as follows (underlining
denotes additions to and strikeouts indicate deletions from our current disclosures):

We anticipate a return to the historical pattern of residential mortgage portfolio
charge-offs being lower than the home equity portfolio as exhibited in the second half of
2011. As we have focused on originating high-quality home equity loans, we believe that PD
risk is lower in the home equity portfolio. However, the LGD component is significantly
higher than the residential mortgage portfolio, which results in our projection for lower
credit losses in the residential mortgage portfolio relative to the home equity portfolio
going forward. Therefore, we believe the residential mortgage charge-off rate will remain
lower compared to the home equity portfolio as a result of the entire first-lien
composition of the residential mortgage portfolio, as well as the result of previous credit
actions improving the underlying quality of these portfolios.

The home equity portfolio charge-off levels are not anticipated to increase
compared to the 2010 levels as a more significant portion of the portfolio is in a
first-lien position as described in Table xx. However, the home equity portfolio will
continue to be impacted by borrowers that are seeking to refinance but are in a negative
equity position because of the second-lien loan. Right-sizing and debt forgiveness
associated with these situations are becoming more frequent as borrowers realize the impact
to their credit is minor, and that a default on a second-lien loan is not likely to cause
them to lose their home.

From a delinquency standpoint, all residential mortgage loans 150+ days past due
are charged-down to the estimated value of the collateral, less selling costs. The
remaining balance is in delinquent status until a modification can be completed, or the
loan goes through the foreclosure process. For the home equity portfolio, virtually all of
the defaults represent full charge-offs as there is no remaining equity, creating a lower
delinquency rate but a higher charge-off impact.

4

Consolidated Financial Statements

25. Segment Reporting, page 199

3. Please
refer to our previous comment 21 in our letter dated July 18, 2011. We note your response,
however it is still not clear how you determined that the automobile finance business was not a
reportable segment. Your discussion on page 99 of your 2010 Form 10-K of the separate net income
for the automobile finance business and commercial real estate business appears to indicate that
there is discrete information available for this business. Please tell us in more detail what
information the segment manager provides to the chief operating decision maker when determining how
to allocate resources and for review of financial performance for the automobile finance and
commercial real estate businesses. For example, please clarify if the segment manager reports
separate information pertaining to the financial performance of the commercial real estate business
and the auto financing business to the chief operating decision maker or if the financial
information for these businesses is combined. Please also tell us whether the automobile finance
business would exceed the thresholds in ASC 280-10-50-12 if it were reported as a separate segment.

Management’s response

We do not report the automobile finance business as a separate reportable segment because
resource decisions are made and performance is assessed at the segment manager level. In this
case, the Chief Executive Officer (Huntington’s chief decision maker) reviews and allocates
resources to the segment manager using the combination of the automobile finance business and the
commercial real estate lending business. For example, we recently completed certain expense
management initiatives and the expense management goals were measured and evaluated at the segment
manager level. Additionally, the segment manager’s incentive compensation is based on the combined
results of both of these businesses. Finally, no direct report of the segment manager has complete
responsibility for the commercial real estate lending business.

We acknowledge that separate financial information is available for our automobile lending
business and our commercial real estate business. The material provided to the CEO at monthly
financial performance review meetings for this reportable segment is as follows:

    •

    A combined financial overview which includes selected balance sheet and summary income
statement balances and metrics. This combined financial overview includes granular loan
balances identifying both auto lending loans balances and various types of commercial real
estate balances. Net interest income, non-interest income and direct expense are
presented combined. Charge-off metrics are shown at a granular level.

    •

    A combined income statement.

    •

    A combined balance sheet, which includes granular loan balances identifying both auto
lending and commercial real estate balances.

5

    •

    A combined margin analysis.

    •

    Two subsections of material showing financial information and metrics for automobile
lending and commercial real estate lending.

Our interpretation of ASC 280-50 is that in a situation where a chief decision maker reviews
more than one set of financial information, other factors may identify a single set of components
as constituting a public entity’s operating segments, including the nature of the business
activities of each component or the existence of managers responsible for them. We believed the
most logical presentation is one that mirrors how our chief decision maker views the organization
and allocates resources. As you noted, we may disclose the profitability of one or both of these
businesses if we believe they help the user understand the segment better. Also, throughout our
filings we disclose more granular information about both our commercial real estate lending and our
automobile lending. Granular loan level detail is available on the Consolidated Balance Sheet and
throughout the Footnotes and Management Discussion and Analysis. We believe a user of our
financial statements has access to relevant data to analyze how our commercial real estate
portfolio and our automobile lending portfolio is performing and we don’t believe separate segment
presentation adds incremental value.

We confirm that the automobile finance business would exceed the ASC 280-10-50-12 thresholds
required for separate disclosure in most periods, if it were identified as a segment. As of
December 31, 2010, March 31, June 30, and September 30, 2011, assets exceeded the 10% threshold.

6

Form 10-Q for the Fiscal Quarter Ended March 31, 2011

17. Income Taxes, page 167

4. Please refer to our previous comment 24 in our letter dated July 18, 2011. We note your response
in Exhibit E. Please tell us the following:

    •

    Tell us whether any updates have occurred in the status of your discussions and
settlement offers with the IRS and Commonwealth of Kentucky.

    •

    Tell us the reasons for the decline in unrecognized tax benefits from December 31, 2010
where you reported $49.9 million in unrecognized tax benefits, to March 31, 2011 where you
reported $14.5 million in unrecognized tax benefits, to September 31, 2011 where you
reported $11.4 million in unrecognized tax benefits.

    •

    Please refer to paragraph 4 of Exhibit E of your response dated August 25, 2011. Please
clarify whether amounts relating to the IRS and Commonwealth of Kentucky proposed
adjustments were included in your unrecognized tax benefits during the period ended
December 31, 2010 or whether they were recognized because you determined they met the
criteria of ASC 740-10-25-6. If the latter is true, please tell us the factors you
considered in reaching that conclusion and discuss each taxing authori

December 7, 2011
 Via E-mail

Mr. Stephen D. Steinour Chief Executive Officer Huntington Bancshares Incorporated 41 South High Street Columbus, Ohio 43287
Re: Huntington Bancshares Incorporated
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 18, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed April 29, 2011
  Form 10-Q for Fiscal Quarter Ended September 30, 2011   Filed October 31, 2011      File No. 001-34073

Dear Mr. Steinour:
 We have reviewed your correspondence f iled with the Commission on August 25, 2011
and have the following additional comments.   In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten bus iness days by amending your future filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.             Form 10-K for the Fiscal Year Ended December 31, 2010

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Provision for Income Taxes, page 48

1. Please refer to our previous comment one in  our letter dated July 18, 2011.  We note your
response, however it remains unclear what th e reasons for repatriation were.  Please

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 2

 expand your discussion to provide additional sp ecific detail regarding the repatriation and
the effect on your liquidity.  In this  regard, please address the following:

 Provide additional detail as to how the actions taken in  the second paragraph of
Exibit A were was considered in the plan to reinvest the earnings indefinitely and
the reasons for this change.
 Discuss why you changed your actions disc ussed in the second paragraph of
Exhibit A from those originally planned.

 Discuss if the action taken in the seco nd paragraph of Exhibit A was because
other sources of liquidity were no longer available.  If so, please revise your
liquidity section to discuss the declines  of these sources a nd any impact it may
have had on your operations.
 Table 29 – Net Loan and Lease Charge-offs, page 72

2. Please refer to our previous comment seven in our letter dated Ju ly 18, 2011.  We note
your response and your revised disclosure s on page 35 of your September 30, 2011 Form
10-Q.  Please address the following:
 In your response, you indicate that one of th e reasons for the trends in the charge-
off rates for home equity loans as compar ed to residential mortgages is due to
higher credit quality in the home equity portfolio as eviden ced by higher FICO
scores and lower LTVs within the home  equity portfolio.  However, your
disclosures do not seem to indicate a si gnificant difference in credit quality
between these portfolios.  For example, we note on page 88 of your September 30, 2011 Form 10-Q that the FICO at origination and the refreshed FICO for both home equity portfolios and residential mort gages are relatively similar.  We also
note that LTVs at origina tion and the refreshed LTVs are relatively similar for
these portfolios.  Therefore, please expand your response to provide additional
information as to the relative materiality of these items on the previously noted trends.  As part of your response, please  also address why you believe the charge-
off rate trends have changed over the years, since during the periods from 2006-
2008, home equity loans had higher charge-o ff rates as compared to residential
mortgages, but the opposite  was true beginning in 2009.

 Your disclosure indicates that a greate r portion of your residential mortgages are
past due as compared to the home equity loans.  Please revise to disclose the
reasons why you believe a greater percentage  of the residential mortgages are past
due given the apparent similarity of credit  quality of the portfolios.  Discuss why
you believe this may be occurring and the impact of this trend on the charge-off
rates for each portfolio.

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 3

 Consolidated Financial Statements

25.  Segment Reporting, page 199

3. Please refer to our previous comment 21 in our letter dated July 18, 2011.We note your
response, however it is still not clear how you determined that the automobile finance
business was not a reportable segment.  Your discussion on page 99 of your 2010 Form
10-K of the separate net income for the auto mobile finance business and commercial real
estate business appears to indicate that ther e is discrete information available for this
business.  Please tell us in more detail what  information the segment manager provides to
the chief operating decision maker when determ ining how to allocate resources and for
review of financial performance for the auto mobile finance and commercial real estate
businesses.  For example, please clarify if the segment manager reports separate
information pertaining to the financial pe rformance of the commercial real estate
business and the auto financing business to th e chief operating decision maker or if the
financial information for these businesses is co mbined.  Please also tell us whether the
automobile finance business would exceed the thresholds in ASC 280- 10-50-12 if it were
reported as a separate segment.

Form 10-Q for the Fiscal Quarter Ended March 31, 2011

 17.  Income Taxes, page 167

4. Please refer to our previous comment 24 in  our letter dated July  18, 2011.  We note your
response in Exhibit E.  Please tell us the following:
 Tell us whether any updates have occurred in the status of your discussions and
settlement offers with the IRS and Commonwealth of Kentucky.
 Tell us the reasons for the decline in unrecognized tax benefits from December
31, 2010 where you reported $49.9 million in unrecognized tax benefits, to March
31, 2011 where you reported $14.5 million in  unrecognized tax benefits, to
September 31, 2011 where you reported  $11.4 million in unrecognized tax
benefits.
 Please refer to paragraph 4 of Exhibi t E of your response dated August 25, 2011.
Please clarify whether amounts relati ng to the IRS and Commonwealth of
Kentucky proposed adjustments were incl uded in your unrecognized tax benefits
during the period ended December 31, 2010 or whether they were recognized
because you determined they met the criter ia of ASC 740-10-25-6. If the latter is
true, please tell us the factors you consid ered in reaching th at conclusion and
discuss each taxing authority separately.

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 4

 Form 10-Q for the Fiscal Qu arter Ended September 30, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Business Overview
Recent Industry Developments, page 8

5. We note your disclosure regarding PMI Mortga ge Insurance Co. on page nine.  To give
the reader a more transparent understanding of your risk associ ated with mortgage
insurers, to the extent material, please provi de a tabular disclosure by mortgage insurer
counterparty and include credit quality info rmation of each, quantification of the unpaid
principal balance of both primary and pooled  insurance and the amount of coverage
outstanding.
Risk Management and Capital

Credit Risk
Financial Institution Exposure Risk, page 36

6. We note your disclosure regarding European ex posures, including direct credit exposure
to certain sovereigns and their banks.  Please revise your disclosures in future filings to
clarify whether you have evaluated your exposur e on a gross or net basis.  For example,
clarify if your evaluation of the total exposure is net of credit derivatives or co llateral.  If
your gross exposure is potentially material, please revise your disclosures to provide
quantification of the gross e xposure, collateral values, de rivatives, purchased credit
derivatives, any other-than-temporary impa irment taken and the net exposure.

NPAs, NALs, and TDRs
TDR Loans, page 40

7. We note your disclosure on page 41 that $40.1 million of the increase in commercial
accruing TDRs from the prior quarter reflected  a change based on cl arifying language in
the FASB’s ASU 2011-02 related to when a TD R designation is removed.  Please tell us
how the guidance in ASU 2011-02 changed your policy for removing the TDR designation and how you applied the guidance in ASU 310-40-50-2 prior to the adoption
of ASU 2011-02.
Consolidated Financial Statements

3. Loans / Leases and Allowance for Credit Losses
TDR Loans, page 94

8. We note your disclosure on page 94 that the TD R status is considered for removal if the
loan is subsequently modified at market terms.  Please tell us the following:

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 5

  Please quantify the balance of loans that have been removed from TDR status due
to these types of modifications.

 Describe the circumstances under which you would modify a loan in this manner.
Describe the types of modi fications made under this pol icy (i.e. interest rate,
additional collateral, additional guarantors, etc.) and identify the modifications you do most often.

 Clarify whether you believe these borro wers could have obtained similar
financing elsewhere at cu rrent market rates.

 Clarify whether you have removed the lo ans from TDR status due to the new
terms not representing a concession or whether the borrowers were no longer
experiencing financia l difficulty, or both.

 Given that these loans were already consid ered to be TDRs with modified terms,
please tell us how the new terms compared to the terms of the original loan, as
well as the restructured terms of the loan.  In this regard, tell  us whether the new
terms would have represented a concession if the original lo an had not already
been modified.  Tell us whether you routin ely make modifications such as these in
the normal course of business to borrow ers who are performing according to the
restructured contractual terms of the loan.

 Clarify whether you account for these loans as new loans in accordance with ASC
310-20-35-9 and if so, provide your basis for doing so.

 Tell us in detail how you determined that the TDR status should be removed from
these loans upon modification in stead of after the one year  period set forth in ASC
310-40-50-2,  particularly if you concluded that these loans do not constitute new
loans under  paragraphs  9-11 of ASC 310-20-35.

 Tell us whether you evaluate these loan s individually for any subsequent
impairment.  If not, tell us if you evalua te these loans as a separate pool when
determining the appropriate level of allowa nce for loan losses, and tell us if the
default rates on these modified loans are hi gher than similar loans that have not
experienced credit quality de terioration.  If so, please re vise your disclosures to
discuss that fact and discuss why you believe that trend is occurring.

9. We note your disclosures on page 96-99 showing the effect of the TDR modifications on
your allowance for loan losses.  Please te ll us and expand your disclosures in future
filings to explain why the modi fications had the effect of re ducing the allowance for loan
losses for several loan classe s, and in particular the C& I classes as opposed to the
consumer classes.

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 6

 4.  Available-for-Sale and Other Securities

Trust Preferred Securities Data, page 106

10. Your disclosure indicates that although you have recorded substantial other than
temporary impairments for many of these securi ties, substantial temporary losses remain.
For example, the unrealized loss related to th e Reg Diversified secu rity is 96% of the
amortized cost value and the unrealized loss rela ted to the Soloso security is 87% of the
amortized cost value.  Please tell us the following:
 Please confirm that your methodology fo r determining fair value for these
securities has not changed from the methodology described in your
correspondence with the Commission file d on June 23, 2009.  If it has changed,
please provide us, and revise future fili ngs to disclose, a description of the
methodology and assumptions used.
 In your correspondence filed with the Commission on June 23, 2009, we note that
you considered liquidity, financial condition, leverage and other factors related to
the underlying issuers in the pool and th at this informati on was derived from
public and regulatory filings  but could not locate sim ilar disclosures in your
September 30, 2011 Form 10-Q. Please revise y our disclosure in future filings to
expand your discussion of the sources of the assumptions used in your
methodology.

 Please tell us whether any assumptions have changed during the periods reported
in your disclosure.  If so, discuss the im pact that the changes in assumptions has
had on determining the fair value of th e relevant securities and on your decision
whether or not to record othe r than temporary impairment.

 Please revise to disclose your recovery rate assumption(s) and whether or not you
view deferrals to be defaults.

 Considering the significance of the amount of unrealized losses as compared to
the amortized cost value for many of  these securities, please expand your
discussion of the factors considered in de termining that the unrealized losses on
these securities were not other than te mporary.  Please provide this discussion
separately for factors co ntributing to unrealized lo sses relating to potential
illiquidity, interest rate s, etc. when possible.
 15. VIEs

Unconsolidated VIEs, page 132

11. We note that you securitized $1 billion in au to loans during the third quarter of 2011 and
that you accounted for the securitization as a sale under GAAP.   We also note that you

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated December 7, 2011 Page 7

 previously consolidated an  auto securitization trust when you adopted SFAS 166 and
SFAS 167 in 2010.  We further note your disclo sure on page 146 of your Form 10-K for
the Fiscal Period Ended December 31, 2009 that  the impact of the adoption of these
standards will impact structuri ng of securitizations and other transfers of financial assets
in order to meet the amended sale treatment cr iteria.  Please tell us specifically how the
structure of the securitization during th e third quarter of 2011 changed from your
previous trusts that you conc luded did not meet sale acc ounting (e.g. you did not retain
material residual interest s or you retained differe nt servicing powers).

             We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
You may contact Rebekah Li ndsey at (202) 551-3303 or me at (202) 551-3512 if you
have questions regarding these comments.
Sincerely,

 /s/ Stephanie L. Hunsaker
Stephanie L. Hunsaker Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

August 25, 2011

Stephanie L. Hunsaker

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

HUNTINGTON BANCSHARES INCORPORATED HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS LETTER IN
ACCORDANCE WITH 17 C.F.R. §200.83

    Re:

     Huntington Bancshares Incorporated

File No. 001-34073

Form 10-K for the fiscal year ended December 31, 2010, filed February 18, 2011

Form 10-Q for the fiscal quarter ended March 31, 2011, filed April 29, 2011

Dear Ms. Hunsaker:

This letter is in response to your letter dated July 18, 2011, regarding the Securities and
Exchange Commission Staff’s review of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, filed on February 18, 2011, and our Form 10-Q for the fiscal quarter ended March
31, 2011, filed on April 29, 2011. For your convenience, we have included your comments below and
have keyed our responses accordingly.

It is our understanding from a conversation between our counsel and Rebekah Lindsey on July 25,
2011, that your comments were intended to be “futures” comments. Accordingly, in certain of our
responses, we have agreed to include changes or supplements to the disclosures in our future
filings and have included language to facilitate your review of those changes or supplements.
While we believe that these changes and supplements will improve our future disclosures, we do not
believe our prior filings are materially deficient or inaccurate.

Pursuant to 17 C.F.R. §200.83, we are requesting confidential treatment for a portion of our
response below. We request that this portion, as indicated by [***], be maintained in confidence,
not be made part of any public record, and not be disclosed to any person as it contains
confidential information. In the event that the Staff receives a request for access to the
confidential portions herein, whether pursuant to the Freedom of Information Act or otherwise, we
respectfully request that we be notified immediately so that we may further substantiate this
request for confidential treatment. Please address any notification of a request for access to
such information to the undersigned with a copy to General Counsel, Huntington Bancshares
Incorporated, 41 South High Street, HC1002, Columbus, OH 43215.

Form 10-K for the Fiscal Year ended December 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Provision for Income Taxes, page 48

1. Please revise to disclose the reasons for repatriating the $142 million in undistributed
earnings that were previously indefinitely invested outside the country and discuss the impact of
the transaction on your liquidity.

Management’s response

Our response to this request is contained in Exhibit A.

2

Loan and Lease Credit Exposure Mix

Residential Loans, page 51

2. Please revise your discussion to disclose how many adjustable rate mortgage loans are in the
initial interest rate period. Disclose the balance of these loans by year of origination and
initial rate period and discuss how you consider upcoming interest rate changes in your
determination of the appropriate level of the allowance for loan losses.

Management’s response

We note your request to disclose how many adjustable rate mortgage loans (ARMs) are in the
initial interest rate period, the balance of these loans by year of origination, and the initial
interest rate period. However, the ARM statistics that we monitor,
and which we believe are more
relevant to the readers of our reports, include the dollar amount of the ARMs that are expected to
have interest rate resets, the date of the reset, and when the loan was originated. This
information, along with how we consider upcoming interest rate changes in determining the
appropriate level of the allowance for loan losses is included in the expanded discussion below.

In future filings, beginning with our Form 10-Q for the fiscal quarter ended June 30, 2011, we
will expand our discussion within MD&A to read as follows (underlining denotes additions to and
strikeouts indicate deletions from our current disclosures):

A majority of the loans in our portfolio are ARMS have
adjustable rates. These ARMs comprised approximately 54% of our total residential mortgage
loan portfolio at June 30, 2011. At June 30, 2011, ARM loans that were expected to have rates
reset through 2014 totaled $1.6 billion. These loans scheduled to reset are primarily associated
with loans originated subsequent to 2007, and as such, are not subject to the most significant
declines in value. Given the quality of our borrowers and the relatively low current interest
rates, we believe that we have a relatively limited exposure to ARM reset risk. Nonetheless, we
have taken actions to mitigate our risk exposure. We initiate borrower contact at least six months
prior to the interest rate resetting, and have been successful in converting many ARMs to
fixed-rate loans through this process. Our ARM portfolio has performed substantially better than
the fixed-rate portfolio in part due to this proactive management process.

3

CRE Portfolio, page 55

3. We note your disclosure that 95% of your commercial real estate loans had guarantors. Please
revise your disclosure to address the following:

    •

    Disclose how you consider the guarantor support in your determination of the allowance
for loan losses. Describe your efforts to monitor the credit quality of the guarantor and
how the availability, or lack thereof, of credit quality information related to the
guarantor’s ability to repay the obligation is considered in your determination of the
appropriate level of the allowance for loan losses.

    •

    Disclose how often you pursue repayment from a guarantor and describe how successful
your efforts are to obtain repayment from guarantors. If your efforts are largely
unsuccessful or you typically do not obtain repayment from guarantors, tell us whether
your measure of impairment would materially change if you did not consider guarantor
support.

Management’s response

If our efforts to pursue repayment from guarantors was largely unsuccessful, our measure of
impairment would not materially change if we did not consider guarantor support.

In future filings, beginning with our Form 10-Q for the fiscal quarter ended September 30,
2011, we will expand our discussion of our noncore CRE portfolio within MD&A to read as follows:

Our standardized loan grading system considers many components that directly correlate to
loan quality and likelihood of repayment, one of which is guarantor support. On an annual basis,
or more frequently if warranted, we consider, among other things, the guarantor’s reputation and
creditworthiness, along with various key financial metrics such as liquidity and net worth,
assuming such information is available. Our assessment of the guarantor’s credit strength, or lack
thereof, is reflected in our loan risk ratings for such loans, which is directly tied to, and an
integral component of, our allowance for loan loss methodology. When a loan goes to impaired
status, viable guarantor support is considered in the determination of the recognition of a loan
loss.

If our assessment of the guarantor’s credit strength yields an inherent capacity to
perform, we will seek repayment from the guarantor as part of the collection process and have done
so successfully. However, we do not formally track the repayment success from guarantors.

4

Risk Management and Capital

Table 23 — Accruing and Nonaccruing Troubled Debt Restructured Loans, page 64

4. We note your disclosure on page 64 that TDRs can be classified as either accrual or nonaccrual
loans, and that accruing TDRs are excluded from nonaccrual loans because the borrower remains
contractually current. However, we also note that you do not place loans on nonaccrual status until
they reach 90 days past due in the case of C&I and CRE loans, and not until 180 days for the
residential and home equity portfolio. Therefore, please clarify whether the TDR loans must be
contractually current with respect to principal and interest to be classified as an accruing TDR,
or whether your regular nonaccrual policies also apply to your TDR portfolio.

Management’s response

Our delinquency guidelines are the latest dates at which loans must be placed on
nonaccrual unless special circumstances, such as a government guarantee, exist. In many situations
we cease the accrual of interest prior to a loan reaching the stated delinquency because the
collection of principal and interest is in doubt or no longer probable.

Our treatment of nonaccrual TDRs is consistent with our standard nonaccrual policy described
in our financial statements, which is reflected in our response to your question number 22 below.

In future filings, beginning with our Form 10-Q for the fiscal quarter ended June 30, 2011, we
will revise our discussion within MD&A to read as follows:

TDRs are modified loans in which a concession is provided to a borrower experiencing financial
difficulties. Loan modifications are considered TDRs when the concessions provided are not
available to the borrower through either normal channels or other sources. However, not all loan
modifications are TDRs. Our standards relating to loan modifications consider, among other
factors, minimum verified income requirements, cash flow analysis, and collateral valuations. Each
potential loan modification is reviewed individually and the terms of the loan are modified to meet
a borrower’s specific circumstances at a point in time. All loan modifications, including those
classified as TDRs, are reviewed and approved by our Special Assets Department. Our ALLL
is largely driven by updated risk ratings assigned to commercial loans, updated borrower
credit scores on consumer loans, and borrower delinquency history in both the commercial and
consumer portfolios. As such, the provision for credit losses is impacted primarily by changes in
borrower payment performance rather than the TDR classification. TDRs can be classified as either
accrual or nonaccrual loans. Nonaccrual TDRs are included in NALs whereas accruing TDRs are
excluded because the borrower remains contractually current from
NALs as Management believes it is probable that all contractual principal and interest due under
the restructured terms will be collected.

5

Table 24 — Accruing Past Due Loans and Leases and Accruing Troubled Debt Restructured
Loans

5. Considering the significance of your government guaranteed loans past due over 90 days and still
accruing to the total past due loans, please revise to disclose how you determined that it was
appropriate to continue the accrual of income on these loans. Discuss the types of losses you are
reimbursed for under the guarantees, whether you have recognized losses in excess of any of the
guarantee caps, and whether you have experienced any delays or denial of payments related to these
claims. Please provide this discussion by guarantee type (e.g. FHA or VA loans). Finally, please
disclose how much of your residential mortgage troubled debt restructurings consist of government
guaranteed loans.

Management’s response

We have determined that it is appropriate to continue to accrue the guaranteed rate of
interest on government guaranteed loans based on historical guarantee performance and our
expectation of future performance.

In future filings, beginning with our Form 10-Q for the fiscal quarter ended June 30, 2011, we
will include the following discussion within MD&A to read as follows:

Loans guaranteed by the U.S. government accrue interest at the rate guaranteed by the
government agency. We are reimbursed from the government agency for reasonable expenses incurred
in servicing loans. The FHA reimburses us for 66% of expenses, and the VA reimburses us at a
maximum percentage of guarantee which is established for each individual loan. We have not
experienced either material losses in excess of guarantee caps or significant delays or rejected
claims from the related government entities.

In addition, as we develop our 2011 third quarter disclosures to meet the requirements of
Accounting Standards Update 2011-02 — Receivables, we will disclose how much of our residential
mortgage troubled debt restructurings consist of government guaranteed loans. Although not a
troubled debt restructuring disclosure, on pages 90 and 91 of our June 30, 2011 Form 10-Q, Note 3
— Loans / Leases and Allowance for Credit Losses, we did quantify the amount of residential
mortgage loans 90 or more days past due and accruing ($110,954,000) that were guaranteed by the
U.S. government ($76,979,000).

6

ACL, page 67

6. We note your disclosure that you “maintain two reserves, both of which in (y)our judgment are
adequate to absorb credit losses inherent in (y)our loan and lease portfolio.” Please revise your
disclosure, here and elsewhere as applicable, to state that you maintain your two reserves at a
level that is appropriate, if true.

Management’s response

In future filings, beginning with our Form 10-Q for the fiscal quarter ended June 30, 2011, we
will revise all general discussions of the reserve to include that we maintain reserves at a level
that is appropriate rather than adequate.

7

Table 29 — Net Loan and Lease Charge-offs, page 72

7. We note that your charge-offs as a percent of average loans is significantly higher for
residential mortgages than it is for your home equity loans and that the rate of charge-offs do not
appear to be increasing in the same proportion. Please revise your disclosure to address the
following:

    •

    Expand your disclosure to discuss the reasons why you believe this trend is occurring.

    •

    For those loans that are secured by a second lien, disclose whether you have the
ability to track whether the first lien is in default if you do not hold or service it. If
not, disclose the steps you take to monitor the credit quality of the first lien and how
you factor your ability, or lack thereof, to do this in your determination of the
appropriate level of allowance for loan losses.

    •

    Revise to disclose the percentage of borrowers in the initial 10 year interest only
period. Disclose the percentage of borrowers in the initial 10 year period that are only
paying the minimum amounts due.

    •

    Disclose when these loans will begin amortizing. We note your tabular disclosure of the
amount of home equity loans in a first lien position and second lien position and the
delinquency status of each. The delinquency rates of your first and second lien home
equity loans appear to be lower than that of your residential mortgage portfolio. Please
revise your disclosure to discuss the differences in the delinquency rates of each type of
loan and the reasons for differences in these trends. Discuss whether you believe these
trends will change when the home equity loans begin to amortize.

Management’s response

Our residential mortgage portfolio continues to incur a loss rate in excess of the home equity
portfolio. We believe this is occurring due to the following:

    •

    the lower loss rate in the home equity portfolio is a function of a higher
quality customer base as measured by FICO distribution,

    •

    a substantial increase in the percentage of first-lien residential mortgage
loans with low LTVs comprising the continued growth in the home equity portfolio,

    •

    a change in the charge-off policy associated with the residential mortgage
portfolio implemented in 2010 which shortened the maximum timeframe to charge-off,

    •

    two NPL sales in the residential mortgage portfolio with resulting charge-offs,
and

    •

    continued performing residential mortgage sales of the higher quality
performing loans.

8

This is not inconsistent with our expect

CORRESP
1
filename1.htm

Correspondence

[PORTER WRIGHT LETTERHEAD]

July 29, 2011

VIA EDGAR

Stephanie L. Hunsaker

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    RE:

    Form 10-K for the fiscal year ended December 31, 2010,

Filed February 18, 2011

Form 10-Q for the Fiscal Quarter Ended March 31, 2011,

Filed April 29, 2011

File No. 001-34073

Dear Ms. Hunsaker:

I represent, and am responding on behalf of, Huntington Bancshares Incorporated in connection with your letter, dated
July 18, 2011, regarding the comments of the Staff of the Securities and Exchange Commission to Huntington’s Form 10-K
for the fiscal year ended December 31, 2010, filed with the SEC on February 18, 2011, and Huntington’s Form 10-Q for
the fiscal quarter ended March 31, 2011, filed with the SEC on April 29, 2011.

We note that your letter indicated that we should respond within 10 business days or indicate to the Staff when we will
respond. This correspondence is to confirm my prior conversation with Rebekah Lindsey that we will respond to the
Staff’s comments on or before August 31, 2011.

If you have any questions or need additional information, please feel free to contact me at (239) 593-2959.

Sincerely,

/s/Mary Beth M. Clary

Mary Beth M. Clary

MBC:sb

    cc:

    Rebekah Lindsey

Stephen D. Steinour

Donald R. Kimble

July 18, 2011
 Via E-mail

Mr. Stephen D. Steinour Chief Executive Officer Huntington Bancshares Incorporated 41 South High Street Columbus, Ohio 43287
Re: Huntington Bancshares Incorporated
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 18, 2011
  Form 10-Q for Fiscal Quarter Ended March 31, 2011   Filed April 29, 2011        File No. 001-34073

Dear Mr. Steinour:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.               Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Provision for Income Taxes, page 48

1. Please revise to disclose the reasons for repatriating the $142 million in undistributed
earnings that were previously indefinitely invested outside the c ountry and discuss the
impact of the transact ion on your liquidity.

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated July 18, 2011 Page 2

 Loan and Lease Credit Exposure Mix

Residential Loans, page 51

2. Please revise your discussion to disclose how many adjustable rate mortgage loans are in
the initial interest rate  period.  Disclose the balance of these loans by year of origination
and initial rate period and di scuss how you consider upcoming interest rate changes in
your determination of the appropriate leve l of the allowance for loan losses.

CRE Portfolio, page 55

3. We note your disclosure that 95% of your comm ercial real estate loans had guarantors.
Please revise your disclosure to address the following:
 Disclose how you consider the guarantor support in your determination of the
allowance for loan losses.  Describe your efforts to monitor the credit quality of
the guarantor and how the availabilit y, or lack thereof, of credit quality
information related to the guarantor’s abil ity to repay the obligation is considered
in your determination of the appropriate le vel of the allowance for loan losses.
 Disclose how often you pursue repayment from a guarantor and describe how
successful your efforts are to obtain re payment from guarantors.  If your efforts
are largely unsuccessful or you typica lly do not obtain repayment from
guarantors, tell us whether your measure of  impairment would materially change
if you did not consider  guarantor support.
 Risk Management and Capital

Table 23 – Accruing and Nonaccruing Troubled  Debt Restructured Loans, page 64

4. We note your disclosure on page 64 that TDRs  can be classified as either accrual or
nonaccrual loans, and that accruing TDRs are excluded from nonaccrual loans because
the borrower remains contractually current.  However, we also note that you do not place loans on nonaccrual status until they reach 90 da ys past due in the case of C&I and CRE
loans, and not until 180 days for the resident ial and home equity portfolio.  Therefore,
please clarify whether the TDR loans must be  contractually current with respect to
principal and interest to be classified as  an accruing TDR, or  whether your regular
nonaccrual policies also apply to your TDR portfolio.
 Table 24 — Accruing Past Due Loans and Leases  and Accruing Troubled Debt Restructured
Loans

5. Considering the significance of your governme nt guaranteed loans past due over 90 days
and still accruing to the total past due loans, please revise to disclose how you determined
that it was appropriate to continue the accrua l of income on these loans.  Discuss the
types of losses you are reimbursed for under th e guarantees, whether you have recognized
losses in excess of any of the guarantee cap s, and whether you have experienced any

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated July 18, 2011 Page 3

 delays or denial of payments related to th ese claims.  Please provi de this discussion by
guarantee type (e.g. FHA or VA loans).  Fina lly, please disclose how much of your
residential mortgage troubled de bt restructurings consist of government guaranteed loans.

ACL, page 67

6. We note your disclosure that you “maintain two reserves, both of which in (y)our
judgment are adequate to absorb credit losses in herent in (y)our loan and lease portfolio.”
Please revise your disclosure, here and elsewher e as applicable, to state that you maintain
your two reserves at a level th at is appropriate, if true.

Table 29 – Net Loan and Lease Charge-offs, page 72

7. We note that your charge-offs as a percent of  average loans is si gnificantly higher for
residential mortgages than it is for your home e quity loans and that the rate of charge-offs
do not appear to be increasing in the same proportion.  Please  revise your disclosure to
address the following:
 Expand your disclosure to discuss the reasons why you believe this trend is
occurring.
 For those loans that are secured by a s econd lien, disclose whether you have the
ability to track whether the first lien is in  default if you do not hold or service it.
If not, disclose the steps you take to monitor the credit quality of the first lien and
how you factor your ability, or l ack thereof, to do this in  your determination of the
appropriate level of allo wance for loan losses.
 Revise to disclose the percentage of borro wers in the initial 10 year interest only
period.  Disclose the percentage of borrowe rs in the initial 10 year period that are
only paying the minimum amounts due.
 Disclose when these loans will begin amortizing.  We note your tabular disclosure
of the amount of home equity loans in  a first lien position and second lien position
and the delinquency status of each.  Th e delinquency rates of your first and
second lien home equity loans appear to be lower than that of your residential
mortgage portfolio.  Please revise your di sclosure to discuss the differences in the
delinquency rates of each type of loan and the reasons for differences in these
trends.  Discuss whether you believe th ese trends will change when the home
equity loans begin to amortize.
 Table 43 — Summary of Reserve for Represen tations and Warranties on Mortgage Loans
Serviced for Others, page 88

8. Considering the material increase in your  provision for representation and warranties
obligations during the year ended December 31, 2011, please revise to disclose the
following so that readers of your financial statements may better understand the trends
occurring that may impact this estimate:

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated July 18, 2011 Page 4

  Disclose the number and amount of loans sold, of loans repurchased, the number
of claims received, your success rate in a voiding these claims and the number of
make whole payments made in each peri od presented.  A tabular roll-forward may
be helpful.
 Discuss the level of unresolved claims at the balance sheet date by type of
claimant (GSE versus private investor).  Pl ease revise to describe in greater detail
how you acquired a reserve for representa tions and warranties during the year
ended December 31, 2010.
 Consolidated Financial Statements

1. Significant Accounting Policies
Basis of Presentation, page 132

9. Please revise your disclosure regarding VIEs to state that you c onsolidate a VIE where
you (1) have the power to direct  the activities of the entity that most significantly affect
the entity’s economic performance and (2) the obligation to absorb losses of the entity
that could potentially be significant to the VI E or the right to receive benefits from the
entity that could potentially be significant to the VIE, and do not consolidate entities for
which both of these criteria are not met.   If this is not your  current policy, please tell us
how you concluded your policy was appropriate  in light of the guidance in ASC 810-10-
25-38A.
Securities, page 133

10. We note your disclosure that you consider th e expected cash flows for the purposes of
identifying which securities in an unreali zed loss position have incurred other than
temporary impairment.  Please tell us how you concluded that this  policy materially
captures all securities that may have incu rred a credit related other than temporary
impairment due to a change in the timing of  expected cash flows.  Refer to ASC 320-10-
35-33D.
ACL, page 134

11. We note your disclosure on page 135 that fo r the C&I and CRE por tfolios you utilize a
measure of probability of default and loss given default when determining the appropriate amount of allowance for loan losses.  Please revise your disclosure to provide additional
discussion as to how you utilize this data to determine the standardized loan grading for
these loans.  Revise to disclose whethe r you utilize a set period over which you estimate
these amounts (e.g. one year, 18 months, etc. ) or whether you estimate these amounts
over the expected life of the lo an.  If the latter is true, pl ease tell us how you concluded
that this methodology was consistent with an inherent loss model as opposed to an
expected loss model.

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated July 18, 2011 Page 5

 12. We note your disclosure that for all cla sses within the C&I and CRE portfolios, you
resume the accrual of interest when, in management’s judgment, the borrower is able to make the required principal and interest paymen ts and collectability is no longer in doubt.
You also state that for all classes of consumer  loans, you begin the accrual of interest as
soon as the loan has been brought to less than 180 days past due with respect to principal
and interest.  Please respond to the following:
 Please expand your disclosure to disc uss the factors you consider when
determining whether a C&I or CRE borro wer is able to make the required
principal and interest payments.
 Please disclose why you believe it is appropr iate to begin the accrual of interest
on consumer loans as soon as they reach less than 180 days past due instead of
when you are able to conclude it is proba ble that you will be ab le to collect all
contractual principal and interest due on the loan.
 Tell us whether you have any statistics re garding the percentage of your consumer
loans for which you have resumed the accrua l of interest as the loan became less
than 180 days past due but then you had to cease the accrual of interest as it later
became more than 180 days past due.

13. We note your disclosure on page 137 where you stat e that when a loan within any class is
impaired, interest income is recognized unless the receipt of principal and interest is in
doubt when contractually due.  Given that you r definition of an impaired loan is one
where it is probable that all amounts due acco rding to contractual terms of the loan
agreement will not be collected, please disclose when and how often interest income
would be recognized on an impaired loan.

4. Available for Sale and Other Securities, page 142

14. We note your disclosures beginning on page  78 related to other than temporary
impairment.  Please revise your disclosure to include this information within the audited
financial statements.  Re fer to ASC 320-10-50-6.

15. We note your disclosure of the roll forward of unrealized OTTI r ecognized in OCI on
debt securities held on page 146.  Please clar ify the titles used in the roll forward.  For
example, it is unclear why credit losses not previously recognized and additional credit losses would be increases to the unrealized OTTI am ounts recognized in OCI.
 7. Goodwill and Other Intangible Assets, page 156

16. We note that you reorganized your segments in 2009 and 2010.  Please tell us why the
tabular disclosure of the reallocati on of goodwill related to the 2010 segment
reorganization shows an $11 millio n transfer into the Commercial Banking Segment.  It
is unclear why goodwill was allocated to this se gment since your disclosure indicates that
you did not transfer any reporting units to this segment.  Please revise your disclosure to

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated July 18, 2011 Page 6

 clarify why goodwill was allocated  to this segment and disclose how you determined the
appropriate amount to transfer.  Additiona lly, please clarify whether the $37.4 million
increase in goodwill to the Treasury/Other se gment relates exclusiv ely to the insurance
business and discuss how the 2010 reallocations of goodwill were performed.
 11.  Other Long-Term Debt, page 158

17. We note your discussion of the transfer of $92.1 million of municipal securities and $86.0
million in Huntington Preferred, Capital Inc. Class E common stock and cash in exchange for $184.1 million of common and pref erred stock of Tower Hill Securities,
Inc.  You have concluded that the transfer did not meet the sale requirements of ASC 860
and thus has been recorded as a secured financing as of December 31, 2010.  Please tell
us the business purpose of this transaction and describe the nature of Tower Hill Securities, Inc. business and how you expect to  generate a return on this transaction.
 17.  Income Taxes, page 167

18. You disclose that you entered into an asse t monetization transact ion that generated a
$263.0 million capital loss.   Please provide ad ditional detail regarding the assets that
were monetized, as well as the business purpos e for the transaction, particularly since you
established a full $31.8 million valuation allo wance on the capital loss carry forward
created as part of the transaction.
 19. Fair Values of Assets and Liabilities, page 177

19. Please revise your disclosure here to disc uss how you determine the level in which to
report fair value measurements related to prices  obtained from third pa rty pricing service.
Discuss whether or how you evaluate these prices for accuracy and how you determine
that the assumptions used by the pricing serv ice are reasonable.  For the securities that
you obtain a third party price from  a pricing service to use in  assisting you with your own
fair value models (e.g. trust preferred securiti es), disclose specifically how you use this
data, and whether your internal va luations differ materially from that of the third party.  If
so, please revise to provide a brief descripti on of the factors considered when concluding
which valuation was the best  estimate of fair value.

VIE’s, page 192
Low Income Housing Tax Credit Partnerships, page 193

20. We note your disclosure that you make certa in equity investments in various limited
partnerships that sponsor affordable housing projects utilizing the Low Income Housing
Tax Credit pursuant to Section 42 of the In ternal Revenue Code.  We also note your
disclosure that you do no t own a majority of the limited partnership interests in these
entities and are not the primar y beneficiary.  Please tell us  whether you believe you have

 Mr. Stephen D. Steinour Huntington Bancshares Incorporated July 18, 2011 Page 7

 the power to direct the activities of these VIEs that most significantly affect their
performance.  If not, please tell us the pa rty you believe does have the power.  To the
extent you believe you have this power, please  tell us how you determined that you do
not have the obligation to absorb losses of th e VIE or the rights to receive benefits from
the VIE that could potentially

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

      February 3, 2011
     Mr. Stephen D. Steinour Chairman, President and Chief Executive Officer Huntington Bancshares Incorporated 41 S. High Street Columbus, Ohio 43287
Re: Huntington Bancshares Incorporated
Form 10-K for the fiscal year ended December 31, 2009, filed February 18,
2010 Schedule 14A, filed February 26, 2010 Form 10-Q for the quarterly  period ended March 31, 2010
Form 10-Q for the quarterly period ended June 30, 2010 Form 10-Q for the quarterly p eriod ended September 30, 2010
File No. 001-34073

Dear Mr. Steinour:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.         S i n c e r e l y ,

      M i c h a e l  C l a m p i t t        L e g a l  R e v i e w e r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

          April 12, 2010           Mr. Stephen D. Steinour Chairman, President and Chief Executive Officer Huntington Bancshares Incorporated
41 S. High Street
Columbus, Ohio 43287
Re: Huntington Bancshares Incorporated
File No. 001-34073
Form 10-K for the fiscal year ended December 31, 2009, filed February 18, 2010 Schedule 14A, filed February 26, 2010

Dear Mr. Steinour:
We have reviewed your filings and have the following comments.  Our
accounting review is limited to the specific comments issued.  Where indicated, we think you should revise your documents 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view 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.

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 2
Form 10-K for the Fiscal Year ended December 31, 2009

 Business, page 1

1. We note that more than nine of the ten pages of this section are devoted to a
largely generic discussion of regulatory ma tters and less than one page is devoted
to other disclosure about your business.   Please provide to us and undertake to
include in your future filings, the deta iled disclosure required by Item 101 of
Regulation S-K including, but not limited to, discussion of the following:
• the general development of the busin ess during the past five years as
required by Item 101(a) including
• the Franklin Loans Restructur ing Transaction including the
benefits and detriments to you, including how it affected your
financial condition;
• a description of the  investment by the U.S. government of $1.4 billion in your preferred stock pursuant to the Troubled Asset Relief Program (“TARP”), the key reasons you applied to the Federal government for this assistance and the percentage of
your stock owned by the federal government; and
• a narrative description of your busine ss as required by Item 101(c).
We note your reference in the third paragraph to the MD&A and financial
statements; please delete your reference to your Annual Report to shareholders.

2. Please provide to us and undert ake to include in your future filings, revision of the
first paragraph to clarify the principal products produced and services rendered by
you, as required by Item 101(c)(1)(i), including but not limited to your principal loans are commercial real estate loans, re sidential real estate  loans including home
equity loans, commercial and industrial loan s and automobile loans and leases.

3. Please provide to us and undertak e to include in your future  filings revision of this
section to describe the business done a nd intended to be done by you, as required
by Item 101 (c)(1) of Regulation S-K, including, but not limited to, the following:
• address any changes in your business as a result of the recession and your financial condition including drops in loans and deposits, increases in
defaults and foreclosures;
• discuss your reliance on borrowings from the federal government,
including the TARP program and guaran tees from the federal government;

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 3
• discuss your relationship and trans actions with Franklin Credit
Management Corporation and your acquisition of collateral for loans you had made to Franklin consisting of subprime loans and real estate that
Franklin had acquired on loans that had defaulted;
• discuss your acquisitions including Sky Financial and Warren Bank; and
• briefly describe any changes in polic ies and/or programs to prevent or
minimize foreclosures, modify mortga ges, any changes in the standards
you use to extend credit and any cha nges in the number or amounts of
loans you originate.

4. Please provide to us and unde rtake to include in your future filings, a detailed
discussion of recent and current econo mic conditions in your market area
affecting your business including bu t not limited to the following:
• trends over the past three years in home  price index, residential real estate
sales and single family and multifamily  building permits in your market
area;
• trends over the past three years in commercial real estate prices,
commercial real estate sales and commercial building permits in your
market areas;
• trends over the past three years in th e unemployment rate in your market
area; and
• trends over the past three years in median household income.

 Competition, page 1

5. Please provide to us and undert ake to include in your future filings, an estimate of
the number of competitors, your competi tive position and identify and explain
positive and negative factors pertaining to your competitive position as required by Item 101(c)(1)(x) of Regulation S-K.  Provide the basis for your claim that you
compete on the basis of price given the fact that some of your competitors in your market are some of the largest financial institutions in the country that can offer
better rates on deposits or be tter rates on loans than you can.  Provide the basis for
your claim that you compete on the basis of price given the fact that some of your
competitors in your market are some of the largest financial institutions in the country that have thousands of bran ches around the country and offer many
services to their customers that you do not.

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 4   Emergency Economic Stabilization Act of 2008, page 3

6. Please provide to us and undert ake to include in your fu ture filings, revision of
your disclosure relating to the Troubled  Asset Relief Program as follows:
• provide a separate caption for this sec tion entitled “Our Sale of Stock to
the U.S. Treasury Pursuant to th e Troubled Asset Relief Program;”
• disclose the reasons for your applying to receive funds from the Treasury;
• disclose how you have used or plan to use th e TARP funds;
• disclose the number of shares of pref erred stock that you issued to the U.S.
Treasury and the price per share a nd the number of shares of common
subject to the warrant;
• disclose your obligations to pay dividends on the preferred stock,
including the aggregate amount of divi dends per year and whether or not
you are current in your payments;
• disclose whether or not you have an y plans to repurchase the preferred
stock and/or warrants;
• disclose how the sale has or in the fu ture may dilute the interests of your
existing common shareholders;
• explain how the terms “limit certain uses  of capital by the issuer including
repurchases of company stock and increase in dividends;”
• disclose requirements that you to expand your board of directors to
accommodate Treasury Department appointments to it;
• disclose requirements that you to re gister for resale, securities you have
issued to the Treasury Department; and
• disclose how you have had to restru cture your executive compensation to
comply with requirements.

 Federal Deposit Insurance Corporation, page 4

7. Please provide to us and unde rtake to include in your future filings, a revised
caption to state “Our Participation in Extraordinary Program s of the FDIC.”
Please provide to us and undert ake to include in your future filings, disclosure of
the aggregate amount of debt that you issued with government guarantees under
the Temporary Liquidity Guarantee Program and the maturity dates.
  Risk Factors, page 11

8. Please provide to us and unde rtake to include in your future filings, a revised
introductory paragraph to this section cons istent with sample comment 30 to Staff
Legal Bulletin No.7 and Item 503(c) whic h requires that you must disclose all
risks that you believe are material at the time you file the Form 10-K.  Please delete your reference in the second paragr aph of the introduction directing readers

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 5
to consider “other information included  or incorporated by reference” and your
reference to the risk factor s disclosed “among others.”

9. Please provide to us and undert ake to include in your fu ture filings, revision of
this section to comply with Item 503(c)  of Regulation S-K wh ich requires that
you disclose in this section “the most significant factors that make the offering
speculative or risky.”  Item 503(c) specifi cally notes that an issuer should not
present risks that apply to any issuer or any offering.  Please review all risks and
remove or particularize those that do not comply including, but not limited to,
those relating to regulatory actions (page 18), “other significant operational risks”
(page 18), and effective intern al controls (page 19).  We note that some of your
risk factors address risks th at appear vague or theore tical such as your risk, on
page 15, that you may not be able to access the capital markets and the risk, on page 16, that legislative and regulatory actions may significantly affect you.
Some of your risks do not appear to be material since you state they may merely “impact” you or “adversely affect you” in contrast to others which you state could
“significantly adversely a ffect “ you or “materially adversely affect” you; please
delete risks that are not the most significant.
10. Please provide to us and undert ake to include in your fu ture filings, revision of
each of your sub captions, to comply with the following:
• Item 503(c) which requires that you set forth each risk factor under a sub
caption that adequately describes the risk;
• sample comment 36 to Staff Legal Bu lletin No.7, which directs that you
revise each subheading to “ensure it refl ects the risk that you discuss in the
text.” rather than “merely state a fact about your business…succinctly
state in your subheadings the risk s that result from  the facts or
uncertainties;” and
• sample comment 37 to Staff Legal Bu lletin No.7, which directs that you
revise each subheading to eliminate language that is “too vague and
generic to adequately descri be the risk that follows.”
For instance, the caption to your first risk factor does not address the
consequences of your loan losses being in adequate.  For example, the caption to
your fifth risk factor, which is on page  13, merely states the bad economy “may
impact” you.  Another example is the caption to your ninth first risk factor, which
is on page 15, does not state the consequen ces of your inability to meet cash flow
requirements.
11. Please provide to us and undert ake to include in your fu ture filings, revision of
each risk factor to comply with the following:
• Securities Act Release No. 33-7497 which requires that you “place any risk factor in context so investors can understand the spec ific risk as it
applies to your company and its operations;”

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 6
• sample comment 34 to Staff Legal Bu lletin No.7, which directs that you
provide the information investors need  to “assess the magnitude” of each
risk and “explain why” each risk may re sult in a material adverse effect on
you; and
• sample comment 38 to Staff Legal Bu lletin No.7, which directs that you
include “specific disclosure of how your [operations] [financial condition]
[business] would be affected” by each risk.
Many risk factors merely state you may be  adversely affected without stating
exactly how or the magnitude of the risk.  Please quantify the risk to the extent
possible.  Many of your risk s factors have the same id entical clause that your
“business, financial condition, liquidity, capital and results of operations could
be materially adversely affects.”  Pl ease be more specific.  For instance,
identify whether and the extent to wh ich the risk would affect your profits
your ability to meet capital requirement s, or your ability to operate.  For
instance, in the third risk factor whic h is on page 12 regarding weak economic
conditions, address the trends in your non address the risks to you from the
specific conditions in your  particular market.

12. Please provide to us and undert ake to include in your future filings, a risk factor
relating to the fact that a lmost one fourth of your loan portfolio is in commercial
real estate loans.  Includ e discussion of the geographi c concentrations of these
loans and the economic conditions in those areas affecting commercial real estate.

13. Please provide to us and unde rtake to include in your future filings, a revised
seventh risk factor which is on page 14 to identify and discuss specific risks
associated with the “certain” investment securities to wh ich you refer,

14. Please provide to us and unde rtake to include in your future filings, a revised
eighth risk factor which is on page 14 to include discussion of the extent to which
you loan portfolio consist of fixed or ad justable loans and how they would be
affected by increases in interest rates.
15. Please provide to us and unde rtake to include in your future filings, a revised
tenth risk factor which is on page 15 to  identify the “dividen d payment and other
restrictions” that the OCC has imposed  on you.  Disclose whether or not you
sought approval from the OCC to pay di vidends.  Please discuss limits on
dividends and repurchases imposed as a result of your acceptance of $1.4 billion in funds from the US Treasury under TARP.
16. Please provide to us and unde rtake to include in your future filings, a revised
twelfth risk factor which is on page 17, as follows:
• revise the caption to identify each ju risdiction that has audited your tax
returns and are challengi ng them and the aggregate amount of taxes being
claimed;

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
April 12, 2010 Page 7
• condense or delete your generic disc ussion of taxes in the first three
paragraphs;
• disclose for each jurisdiction the amount  of the tax they claim is due, the
amount of interest and penalties they have asserted and the risks of penalties and interest;
• summarize the issues in dispute incl uding whether they all involve the
Franklin restructuring;
• disclose the status of any a ppeals within the IRS; and
• address the risk of civil litigation and/or criminal prosecution by the IRS
and the other jurisdictions authorities.

17. Please provide to us and unde rtake to include in your future filings, a revised
fourteenth risk factor which is on pa ge 18, to summarize the claims in the
litigation and the amounts claimed whic h your describe as “significant.”

Market for Registrants Common Equity, page 20

18. Please provide to us and undert ake to include in your future filings, a revised table
that more accurately shows comparativ e performance by deleting dollar measures
above $150 (since the maximum dollar value is $128).
   Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
 Introduction, page 23

19. We note that your MD&A section is ove r one hundred pages long.   Please
provide to us and undertake to includ e in your future filings, a revised
introduction with meaningful discussion and analysis relating to your business
condition, financial condition and results of  operations consistent with Release
No. 33-8350 including, but not limited to, the following:
• pr

CORRESP
1
filename1.htm

Correspondence

February 4, 2011

Michael Clampitt

Senior Attorney

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Huntington Bancshares Incorporated

Form 10-K for the fiscal year ended December 31, 2009, filed February 18, 2010

Schedule 14A, filed February 26, 2010

Form 10-Q for the quarterly period ended March 31, 2010

Form 10-Q for the quarterly period ended June 30, 2010

Form 10-Q for the quarterly period ended September 30, 2010

File No. 001-34073

Dear Mr. Clampitt:

This letter is in response to your letter, dated December 20, 2010, regarding the Securities and
Exchange Commission Staff’s review of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, our Schedule 14A filed on February 26, 2010, relating to our 2010 Annual Meeting
which was held on April 22, 2010, and Form 10-Q filings for the quarterly periods ending March 31,
2010, June 30, 2010, and September 30, 2010. For your convenience, we have included your 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. 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, 2009

General

    1.

    Please confirm that you will add incorporations by reference in the business and MD&A
sections whenever disclosures are contained elsewhere in the document.

We note your claims in your response letter that you satisfy many of the disclosure requirements
of Form 10-K and Item S-K by information elsewhere in the Form 10-K incorporated by reference.
Please undertake in your future filings to fully comply with all the requirements of Rule
12b-23. For instance, it may be unclear and confusing for you to respond to a disclosure
requirement by incorporating by reference multiple pieces of information spread over difference
noncontiguous pages of your Form 10-K.

- 1 -

Management’s response

In future filings, we will incorporate by reference in the business and MD&A sections of
our reports wherever disclosures are contained elsewhere in the document. We will eliminate
incorporations by reference to multiple pieces of information spread over different
non-continuous pages to the extent it may result in unclear or confusing disclosures. Such
incorporations by reference will fully comply with the requirements of Rule 12b-23. Our
proposed reorganization of Part I, Item I Business, in substantially the form we intend to
include in our 2010 Form 10-K, is attached as Exhibit A to this letter.

Competition, page 1

    2.

    We acknowledge your proposed response to comment 5 of our letter. As we requested, please
undertake to include in your future flings, an estimate of the number of competitors and your
competitive position “in the particular markets” in which you compete and identify the
principal methods of competing for loans and separately for deposits in your market area as
required by Item 101(c)(1)(x) of Regulation S-K. In addition, disclose, as required by Item
101(c)(1)(x), the “identity of the particular markets” in which you compete.

Management’s response

As previously discussed with Mr. Jonathan Gottleib, estimating the number of competitors in
our markets is not practical given the broad range of competitors that exist in addition to
banks (e.g. credit unions, insurance companies, trust companies, brokerage firms, etc.).
However, in future filings, we will expand our discussion of competition to further describe our
competitive position in our primary markets based on deposits and identify the principal methods
of competing within our various business segments as required by Item 101(c)(1)(x). This
disclosure will also identify the primary markets in which we compete. Our proposed disclosure
about the competition, to be included within Part I, Item I Business of our 2010 Form 10-K, is
attached as Exhibit A.

Emergency Economic Stabilization Act of 2008, page 3

    3.

    We acknowledge your proposed response to comment 6 of our letter. Please provide to us and
undertake to include in your future filings, revision of your proposed disclosure relating to
the Troubled Asset Relief Program as follows:

    •

    disclose, in the second proposed paragraph, in greater detail the specific uses for the
capital you received from TARP, including reconciling your statement that the capital
“allowed the Bank to continue our active lending programs” with the fact that your total
loans decreased by six percent in 2009 from 2008 and explain your statement that the
capital was used to “provide potential capital support;”

    •

    as we requested, disclose, in the fourth proposed paragraph, that Treasury has the right
to appoint two persons to your board of directors if dividends are not paid in full for six
dividends periods;

- 2 -

    •

    disclose the effects of your participation in TARP on you including:

    •

    how the application of the proceeds of the transaction has effected
your net interest margin;

    •

    how the accretion and dividends on the preferred stock has impacted the
net income available to common shareholders;

    •

    revise the proposed sixth paragraph as follows:

    •

    explain your statement that you intend to repay “as soon as possible”
to explain the reasons that it is not possible for you to repay the $1.4 billion
now and whether or not you have asked your primary federal banking regulator for
permission to repay TARP; and

    •

    identify what needs to change for to make it possible for you to replay
the U.S. Treasury.

Management’s response

As previously discussed with Mr. Gottleib, on December 22, 2010, we repurchased the Series
B Preferred Stock that we had issued to the U.S. Department of the Treasury under its Troubled
Asset Relief Program’s (TARP) Capital Purchase Program and, on January 19, 2011, we repurchased
the warrant issued to the U.S. Department of the Treasury under its TARP Capital Purchase
Program. Accordingly, some of the disclosures requested by Comment #6 in your letter dated
April 12, 2010, as well as Comment #3 in your letter dated December 20, 2010, are no longer
relevant. In our 2010 Form 10-K, we will revise, reorganize, and supplement the disclosure of
our participation in TARP by disclosing in greater detail our specific uses of the TARP capital,
the impact of deemed and paid dividends on net income available to common shareholders, as well
as the removal of certain restrictions previously imposed on us while the shares of Series B
Preferred Stock were outstanding. The proceeds from our participation in TARP were used
primarily to support and increase loan originations and our existing loan modification programs.
However, we are not able to specifically track the use of the proceeds, and as such, it is not
possible for us to quantify the impact on net interest margin.

We intend to include these disclosures in our Notes to Financial Statements and in the
Executive Summary to Part II, Item 7 Management’s Discussion and Analysis of Financial Condition
and Results of Operations, of our 2010 Form 10-K. The proposed forms of these disclosures are
attached as Exhibit B and Exhibit C to this letter.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 23

Introduction, page 23

    4.

    We acknowledge your proposed response to comment 19 of our letter. As we requested, please
provide to us and undertake to include in your future filings, a revised introduction with
both discussion and analysis that is meaningful relating to your business condition, financial
condition and results of operations consistent with Item 303, Release Number 34-48960 and
Release Number 34-26831 including, but not limited to, the following:

    •

    Provide a balanced, executive-level discussion that identifies the most important
themes or other significant matters with which management is concerned primarily in
evaluating the company’s financial condition and operating results;

- 3 -

    •

    Identify and provide insight into material opportunities, challenges and risks that
you face, on which your executives are most focused for both the short and long term
including, but not limited to the following:

    •

    your need for additional capital as evidenced by your borrowings from the
Federal government under the Troubled Asset Relief Program and your sale of a
substantial amount of common stock at a time when your stock price was
extremely low;

    •

    how you have been effected by the financial and credit crisis;

    •

    the extent of your loan portfolio attributable to residential real estate
related loans (including home equity loans) and separately commercial real
estate loans;

    •

    detailed discussion and analysis of economic trends in your market areas,
particularly in Ohio and Michigan, affecting your business including, but not limited
to, the following:

    •

    trends over the past three years in home price index, residential real
estate sales and single family and multifamily building permits in your
market area, particularly in Ohio and Michigan;

    •

    trends over the past three years in commercial real estate prices,
commercial real estate sales and commercial building permits in your market
areas, particularly in Ohio and Michigan;

    •

    trends over the past three years in median household income in your market
area, particularly in Ohio and Michigan;

    •

    trends in unemployment in your market areas, including the fact that
unemployment in your Michigan is the second highest in the country and four
of the seven states in your market area among the top ten highest rates of
unemployment; and

    •

    disclose the extent to which you are experiencing, directly or indirectly, issues
with documentation relating to mortgages for which you are seeking foreclosure and
disclose the extent which you have mortgages relating to properties in states in which
foreclosures proceed through the courts;

    •

    disclose the extent which purchasers of loans you have sold have made demands that
you repurchase any of those loans;

    •

    identify and provide insight into the actions you are taking to address each of the
serious challenges and risks that you face including, but not limited to, changing your
standards for making loans and for investing in securities and any plans you have to
raise additional capital.

Please provide us with the “executive level overview” and “brief outlook discussion” which
you undertake in the third paragraph on page 14 of your response letter, to include in
future filings.

- 4 -

Management’s response

Beginning with our second quarter Form 10-Q, filed on August 10, 2010, we have included in
our MD&A an Executive Overview and we intend to continue this practice in future filings. We
believe our Executive Overview includes a balanced, executive-level discussion that identifies
the most important themes and other significant matters focused on by management in evaluating
our financial condition and operating results. The Executive Overview, which we intend to
include in our 2010 Form 10-K summarizes our 2010 financial performance, including a discussion
of our capital activity and our repayment of TARP in December 2010, and provides an overview of
our business and the impact on our business of the economy, emerging legislative and regulatory
reforms, and recent industry developments. Under these general headings, we discuss the
material opportunities, challenges, and risks we face and the impacts of the financial and
credit crisis as it relates to
residential and commercial real estate loans in our loan portfolio. We also provide
discussion and analysis of economic trends in our primary markets relating to economic drivers
such as housing and employment. While we did not include information regarding the general
trends in commercial real estate prices, sales, and building permits as we do not specifically
utilize this economic data in monitoring and evaluation our loan portfolio, we have included
instead production, employment, and inventory trends in certain industries within our primary
markets (e.g. manufacturing, steel). In addition, within the Credit Risk section of our MD&A,
we provide an in-depth discussion of the performance trends of our commercial real estate loan
portfolio. Within this section, we also include separate tables detailing loan composition by
loan type as well as by collateral type.

Under the Executive Overview section titled Recent Industry Developments, we discuss the
extent to which we are experiencing issues with documentation relating to mortgages for which we
are seeking foreclosure and actions we are taking to address the possibility of repurchasing
loans previously sold or securitized. We discuss these topics in more detail in the Operational
Risk section of our MD&A.

The proposed form of these disclosures for our 2010 Form 10-K are attached to this letter
as Exhibit C (Executive Overview to be included in our MD&A), Exhibit D (the Operational Risk
section of our MD&A), and Exhibit E (Credit Risk section of our MD&A).

Selected Annual Income Statements, page 35

    5.

    We acknowledge your proposed response to comment 21 of our letter. As we requested, please
undertake to include in your future filings, a revised table that provides the amount of each
percentage change, as required by Rule 12b-20, instead of “NM” which you indicate represents
the fact that the amount is “not a meaningful value.” As we noted, some of these changes,
such as total noninterest expense and net income increases are meaningful. Please use
footnotes to identify any changes that are extraordinary instead of characterizing any such
change as “not meaningful.” Please make similar changes through your Form 10-K (such as
selected financial data on page 21) and other disclosure documents.

Management’s response

In future filings, when presenting percentage changes in tabular form, we will provide the
amount of each percentage change regardless of size, except in circumstances in which the
calculated percentage change is not relevant due to amounts going from a negative value in one
period to a positive value. In these cases, the calculated percentage change is negative, which
does not accurately reflect the impact of the dollar change. For example, our net income for
the 2010 fourth quarter is $112.9 million compared with a net loss in the 2009 fourth quarter of
$369.7 million. In this case, the percentage change is not relevant.

- 5 -

Credit Quality, page 72

    6.

    We acknowledge your proposed response to comment 22 of our letter. Please provide to us and
undertake to include in your future filings, both discussion and analysis, as required by Item
303 of the following:

    •

    clarify in the first paragraph that you do not have standards for modifying loans
but modify loans based on the “specific facts and circumstances” of each loan, analyze
whether this is consistent with financial institutions of your size disclose what
internal controls you have for granting modifications and the possible effects of these
practices on you including the accuracy of your provision for loan losses;

    •

    clarify in the first sentence whether all loans that you modified in any way are
classified as TDRS and if not, the factors that you utilize to determine whether to
classify a modified loan as a TDR;

    •

    describe your historic and current policies on making additional loans to a borrower
or any related interest of the borrower who is past due in principal or interest more
than 90 days;

    •

    quantify the amount and percentage of your loans that are unsecured and dis

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

        December 20, 2010
    By U.S. Mail and by Facsimile to (614) 480-5485  Mr. Stephen D. Steinour Chairman, President and Chief Executive Officer Huntington Bancshares Incorporated 41 S. High Street Columbus, Ohio 43287
Re: Huntington Bancshares Incorporated
Form 10-K for the fiscal year ended December 31, 2009, filed February 18,
2010 Schedule 14A, filed February 26, 2010 Form 10-Q for the quarterly  period ended March 31, 2010
Form 10-Q for the quarterly period ended June 30, 2010 Form 10-Q for the quarterly p eriod ended September 30, 2010
File No. 001-34073

Dear Mr. Steinour:
We have reviewed your response to our comment letter and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for the Fiscal Year ended December 31, 2009

General

1. Please confirm that you will add incorporations by reference in the business and MD&A sections whenever disclosures ar e contained elsewhere in the document.

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
December 20, 2010 Page 2
We note your claims in your response letter that you satisfy many of the disclosure requirements of Form 10-K and Item S-K by information elsewhere in the Form 10-K incorporated by reference.   Please undertake in your future filings
to fully comply with all the requirements of Rule 12b-23.  For instance, it may be
unclear and confusing for you to resp ond to a disclosure requirement by
incorporating by reference multiple pieces of information spread over different
noncontiguous pages of your Form 10-K.
  Competition, page 1

2. We acknowledge your proposed response to comment 5 of our letter.  As we
requested, please undertake to include in your future filings, an estimate of the number of competitors and your competitiv e position “in the particular markets”
in which you compete and identify the pr incipal methods of competing for loans
and separately for deposits in your mark et area as required by Item 101(c)(1)(x)
of Regulation S-K.  In addition, disclose, as required by It em 101(c)(1)(x), the
“identity of the part icular markets “ in which you compete.
  Emergency Economic Stabilization Act of 2008, page 3

3. We acknowledge your proposed response to comment 6 of our letter.  Please
provide to us and undertake to include in your future filings, revision of your
proposed disclosure relating to the Tr oubled Asset Relief Program as follows:
• disclose, in the second proposed para graph, in greater detail the specific
uses for the capital you received fr om TARP, including reconciling your
statement that the capital “allowed th e Bank to continue our active lending
programs” with the fact that your to tal loans decreased by six percent in
2009 from 2008 and explain your statemen t that  the capital was used to
“provide potentia l capital support;”
• as we requested, disclose, in the fourth proposed paragraph, that Treasury
has the right to appoint two persons to your board of directors if dividends
are not paid in full fo r six dividends periods;
• disclose the effects of your part icipation in TARP on you including:
o how the application of the proceeds of the transaction has effected
your net interest margin;
o how the accretion and dividends on the preferred stock has impacted the net income available to common shareholders;
• revise the proposed sixt h paragraph as follows:
o explain your statement that you intend to repay “as soon as possible” to explain the reasons th at it is not possible for you to
repay the $1.4 billion now and whet her or not you have asked your
primary federal banking regulator for permission to repay TARP;

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
December 20, 2010 Page 3
and
o identify what needs to change for to make it possible for you to
repay the U.S. Treasury.
  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
 Introduction, page 23

4. We acknowledge your proposed response to comment 19 of our letter.  As we
requested, please provide to us and undertak e to include in your future filings, a
revised introduction with bot h discussion and analysis th at is meaningful relating
to your business condition, financial conditi on and results of operations consistent
with Item 303, Release Number 34-48960 and Release Number 34-26831 including, but not limited to, the following:
• provide a balanced, executive-level discussion that identifies the most
important themes or other significant matters with which management is
concerned primarily in evaluating th e company's financial condition and
operating results;
• identify and provide insight into material opportunities, challenges and
risks that you face, on which your execu tives are most focused for both the
short and long term including, but not limited to the following:
ƒ your need for additional capit al as evidenced by your
borrowings from the Federal government under the Troubled Asset Relief Progr am and your sale of a
substantial amount of common stock at a time when your stock price was extremely low;
ƒ how you have been effected by the financial and credit crisis;
ƒ the extent of your loan portfolio  attributable to residential
real estate related loans (including home equity loans) and separately commercial real estate loans;
• detailed discussion and analysis of ec onomic trends in your market areas,
particularly in Ohio and Michiga n, affecting your business including, but
not limited to, the following:
ƒ trends over the past three years in home price index, residential real estate sales and single family and multifamily building permits in your market area, particularly in Ohio and Michigan;
ƒ trends over the past three years in commercial real estate prices, commercial real es tate sales and commercial
building permits in your market areas, particularly in Ohio and Michigan;

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
December 20, 2010 Page 4
ƒ trends over the past three years in median household income in your market area, particularly in Ohio and Michigan;
ƒ trends in unemployment in your market areas, including the
fact that unemployment in your Michigan is the second
highest in the country and four  of the seven states in your
market area among the top ten highest rates of unemployment; and
• disclose the extent to which you are e xperiencing, directly or indirectly,
issues with documentation relating to  mortgages for which you are seeking
foreclosure and disclose the extent which you have mortgages relating to
properties in states in  which foreclosures proceed through the courts;
• disclose the extent which purchasers of loans you have sold have made
demands that you repurchase any of those loans;
• identify and provide insight into the actions you are taking to address each
of the serious challenges and risks that you face including, but not limited
to, changing your standards for making loans and for investing in securities and any plans you have to raise addi tional capital.
Please provide us with the “executive level overview” and “brief outlook
discussion” which you undertake in the third paragraph on page 14 of your
response letter, to include in future filings.
  Selected Annual Income Statements, page 35

5. We acknowledge your proposed response to comment 21 of our letter.  As we
requested, please undertake to include in your  future filings, a revised table that
provides the amount of each percentage  change, as required by Rule 12b-20,
instead of “NM” which you indicate represen ts the fact that the amount is “not a
meaningful value.”  As we noted, some of these changes, such as total noninterest
expense and net income increases are meaningful.  Please use footnotes to identify any changes that are extraordin ary instead of characterizing any such
change as “not meaningful.”  Please make similar changes throughout your Form
10-K (such as selected financial data on page 21) and other disclosure documents.
  Credit Quality, page 72

6. We acknowledge your proposed response to  comment 22 of our letter.  Please
provide to us and undertake to include in  your future filings, both discussion and
analysis, as required by Item 303 of the following:
• clarify in the first paragraph that you do not have standards for modifying loans but modify loans based on the “s pecific facts and circumstances” of
each loan, analyze whether this is cons istent with financial institutions of

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated
December 20, 2010 Page 5
your size disclose what internal  controls you have for granting
modifications and the possible effects of these practices on you including
the accuracy of your provision for loan losses;
• clarify in the first sentence whether all loans that you modified in any way
are classified as TDRS and if not, th e factors that you utilize to determine
whether to classify a modified loan as a TDR;
• describe your historic and current pol icies on making additional loans to a
borrower or any related interest of  the borrower who is past due in
principal or interest more than 90 days;
• quantify the amount and percentage of  your loans that are unsecured and
discuss in detail the types of collate ral that secure the various types of
loans you make (for instance, disclose the extent to which you require any
collateral or guarantees beyond the property being financed by the loan); and
• disclose, if material, the dollar amount  and percentage of your loans that
are to legal entities formed for th e limited purpose of the business you are
financing and therefore the borrower’ s only source of cash flow and only
asset is the property th at you are financing.

 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 the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.
             In responding to our commen ts, please provide a written 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. Stephen D. Steinour
Huntington Bancshares Incorporated December 20, 2010 Page 6
 Please contact either Jonathan E. Got tlieb at (202) 551-3416 or me at (202) 551-
3434 with any questions.
        S i n c e r e l y ,             M i c h a e l  C l a m p i t t        S e n i o r  A t t o r n e y     cc: Mary Beth M. Clary, Esquire      Porter Wright Morris & Arthur      Huntington Center      41 South High Street      Columbus, Ohio 43215-6194      Fax (239) 593-2990

CORRESP
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Correspondence

[PORTER WRIGHT LETTERHEAD]

January 4, 2011

VIA EDGAR

Michael Clampitt, Senior Attorney

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    RE:

    Huntington Bancshares Incorporated

Form 10-K for the fiscal year ended December 31, 2009,

        Filed February 18, 2010

Schedule 14A, filed February 26, 2010

Form 10-Q for the quarterly period ended March 31, 2010

Form 10-Q for the quarterly period ended June 30, 2010

Form 10-Q for the quarterly period ended September 30, 2010

File No. 001-34073

Dear Mr. Clampitt:

I represent, and am responding on behalf of, Huntington Bancshares Incorporated in connection with your letter, dated
December 20, 2010, regarding the comments of the Staff of the Securities and Exchange Commission to Huntington’s
response, dated May 20, 2010, to the Staff’s initial comments on Huntington’s reports and Schedule 14A referenced
above.

This correspondence is to confirm my prior message to Jonathan Gottlieb that we will respond to the Staff’s additional
comments no later than January 31, 2011.

If you have any questions or need additional information, please feel free to contact me at (239) 593-2959.

Sincerely,

/s/ Mary Beth M. Clary

Mary Beth M. Clary

Cc: Jonathan E. Gottlieb

CORRESP
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Correspondence

May 20, 2010

Michael Clampitt

Senior Attorney

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, 2009, filed February 18, 2010

    Schedule 14A, filed February 26, 2010

Dear Mr. Clampitt:

This letter is in response to your letter, dated April 12, 2010, regarding the Securities and
Exchange Commission Staff’s review of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, and our Schedule 14A filed on February 26, 2010, relating to our 2010 Annual
Meeting which was held on April 22, 2010. For your convenience, we have included your 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. 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, 2009

Business, page 1

    1.

    We noted that more than nine of the ten pages of this section are devoted to a largely
generic discussion of regulatory matters and less than one page is devoted to other disclosure
about your business. Please provide to us and undertake to include in your future filings,
the detailed disclosure required by Item 101 of Regulation S-K including, but not limited to,
discussion of the following:

    •

    the general development of the business during the past five years as required by Item
101(a) including

    •

    the Franklin Loans Restructuring Transaction including the benefits and detriments
to you, including how it affected your financial condition;

    •

    a description of the investment by the U.S. government of $1.4 billion in your
preferred stock pursuant to the Troubled Asset Relief Program (“TARP”), the key reasons
you applied to the Federal government for this assistance and the percentage of your
stock owned by the federal government; and

    •

    a narrative description of your business as required by Item 101(c).

We note your reference in the third paragraph to the MD&A and financial statements; please
delete your reference to your Annual Report to shareholders.

- 1 -

Management’s response

We believe that we have complied with the detailed disclosure requirements of Item 101 of
Regulation S-K in our Form 10-K.  These disclosures, however, are not all included in the first
few pages of part I of our Form 10-K. The overview paragraphs immediately under Item 1.
Business, include the year we were organized, our form of organization, the number of employees,
and a summary description of our business, products, services, geographic markets, and
competition. These overview paragraphs also provide references to the discussion of, and
financial results for, our business segments.

The narrative discussion of our business segments, as required by Item 101(c) of Regulation S-K,
begins on page 105 of our Form 10-K and includes a more fulsome discussion of the business done
or intended to be done by us, including our principal products, markets, and methods of
distribution, as well as any impact of seasonality, as they relate to each of our business
segments. The financial results for each of these business segments are included in Note 27 of
our consolidated financial statements beginning on page 199 of our Form 10-K.

Our material acquisitions over the past five years are described in Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations on pages 33-34 of our
Form 10-K. Our capital, which impacts the entire company rather than just a specific segment,
is discussed under the caption “Capital/Capital Adequacy” on pages 100-105. A discussion of raw
materials, intellectual property, dependence on a single or few customers, backlog orders,
government contracts, research and development, compliance with governmental regulations
regarding the environment, and any other matters specified in Item 101 in general, and Item
101(c) in particular, are not discussed in our Form 10-K either because they are not relevant or
are not material to our business.

As a diversified financial holding company, we are highly regulated – and these regulations are
changing at an increasing pace due to the impact of the sustained economic weakness on our
industry. We feel that it is very important for our shareholders, over a third of whom are
retail (rather than institutional) investors, to understand the very significant impact of the
regulatory structure on our operations. We have attempted to organize the “Regulatory Matters”
section of our Form 10-K to provide sufficient general information about each regulatory topic
such that our shareholders will have the framework to understand the specific information we
provide as to the impact on us, when this impact is known. For example, we have described
generally the “Emergency Economic Stabilization Act of 2008” in the first two paragraphs under
that caption on page 3 of our Form 10-K and then described the specific impact to us in the
third paragraph under that same caption. Similarly, we described generally the Transaction
Account Guaranty Program in the first paragraph under the caption “Federal Deposit Insurance
Corporation” on page 4 of our Form 10-K and then, in the second paragraph under that caption,
provided information about the notes we issued in 2009 that were guaranteed by the FDIC under
that program. Thus, we do not believe that the 8 pages of regulatory-related disclosures made
in our Form 10-K are strictly generic.

Significant legislation affecting the financial industry was adopted in 2008 and 2009 and we
expect additional legislation with the potential to materially impact us will be adopted in
2010. Regulation implementing this legislation is ongoing. In those cases where we have not
been able to assess the impact these developments will have on us, we have summarized the new or
pending legislation and then indicated that we are monitoring developments. Although some of
these disclosures may appear to be more generic than others, we want our shareholders to know
what may be on the horizon that could impact our operations in the future.

- 2 -

Moreover, we believe that our Form 10-K already includes the detailed disclosures required by
Item 101, to the extent applicable and relevant to our business, including appropriate
disclosures about the Franklin Credit Management Corporation loan restructuring transaction and
the investment by the US Department of Treasury in our preferred stock under the Troubled Asset
Relief Program.

Franklin and the related loan restructuring transaction was described in our MD&A and
consolidated financial statements on pages 31-32 and 148-150, respectively, of our Form 10-K.
In addition, references to Franklin’s impact on our financial condition are made throughout our
MD&A, including the following:

    Section

    Page

    Management Discussion and Analysis:

    Critical Accounting Policies and Use of Significant Estimates

    25

    Acquisitions

    33

    Discussion of Results of Operations – Summary

    37 and 38

    Significant Items Influencing Financial Performance Comparisons

    40 and 41

    Net Interest Income / Average Balance Sheet

    43

    Provision for Credit Losses

    48

    Noninterest Expense

    54

    Provision for Income Taxes

    55

    Credit Exposure Mix

    58

    Commercial Loan Portfolio Reviews and Actions

    60

    Franklin Relationship

    68

    Nonaccrual Loans

    72 – 77

    Allowances for Credit Losses

    77 – 81

    Net Charge-Offs

    81 – 83

    Tier 1 Common Equity

    101

    Business Segment Discussion

    106 and 112

    Results for the Fourth Quarter

    119 – 124

    Notes to Consolidated Financial Statements

    Accounting Standards Update

    145

    Allowances for Credit Losses

    159

    Other Long-Term Debt

    162

    Variable Interest Entities

    191

    Commitments and Contingencies

    194 – 195

As previously indicated, we disclosed the investment by the US Department of Treasury in our
preferred stock under TARP on pages 3 and 4 of our Form 10-K. We originally participated in the
voluntary capital purchase program under TARP at the request of the Department of Treasury and
other regulators. We were told by these regulators at that time that only the strongest
financial institutions would be permitted to participate in this program. The non-voting
cumulative preferred stock issued to the Department of Treasury represented 25% of our total
capital, as of December 31, 2009.

Although we believe that our 2009 Form 10-K already includes all material disclosures required
by Item 101 of Regulation S-K, we will include in future filings a more robust summary earlier
in the document with references to the location of more detailed information elsewhere in the
document. Also, in future filings, we will include additional information regarding our
participation in TARP
(see our response to your comment 6 below) and we will delete the reference to our annual report
to shareholders when referring to our MD&A and consolidated financial statements.

- 3 -

    2.

    Please provide to us and undertake to include in your future filings, revision of the first
paragraph to clarify the principal products produced and services rendered by you, as required
by Item 101(c)(1)(i), including but not limited to your principal loans are commercial real
estate loans, residential real estate loans including home equity loans, commercial and
industrial loans and automobile loans and leases.

Management’s response

The first paragraph under Item 1. Business was intended to be only a summary of our principal
products and services. Additional detail about our loan products was included on pages 57-58
of our MD&A. The information required by Item 101(c)(i) of Regulation S-K as to the principal
products produced and services rendered for each of our business segments was included in our
Form 10-K as follows: Retail and Business Banking on page 108; Commercial Banking on page 111;
Commercial Real Estate on page 113; Auto Finance and Dealer Services on page 114; and Private
Financial Group on page 116.

In future filings, we will provide references to the location of more detailed information
regarding our principal products produced and services rendered by our business segments
elsewhere in the document.

    3.

    Please provide to us and undertake to include in your future filings revision of this section
to describe the business done and intended to be done by you, as required by Item 101(c)(1) of
Regulation S-K, including, but not limited to, the following:

    •

    address any changes in your business as a result of the recession and your financial
condition including drops in loans and deposits, increases in defaults and foreclosures;

    •

    discuss your reliance on borrowings from the federal government, including the TARP
program and guarantees from the federal government;

    •

    discuss your relationship and transactions with Franklin Credit Management Corporation
and your acquisition of collateral for loans you had made to Franklin consisting of
subprime loans and real estate that Franklin had acquired on loans that had defaulted;

    •

    discuss your acquisitions including Sky Financial and Warren Bank; and

    •

    briefly describe any changes in policies and/or programs to prevent or minimize
foreclosures, modify mortgages, any changes in the standards you use to extend credit and
any changes in the number or amounts of loans you originate.

Management’s response

As indicated above, the narrative discussion of our business segments, as required by Item
101(c) of Regulation S-K, begins on page 105 of our Form 10-K and includes a more fulsome
discussion of the business done or intended to be done by us. We believe that our Form 10-K
already includes a description of the matters to which you refer in Item 3 of your letter.
Specifically:

    •

    We addressed changes in our business as a result of the weakened economy throughout our
Form 10-K. During 2009, we actually experienced an increase in our deposits as described
in our MD&A on pages 94 and 95 in connection with our liquidity discussion. The impact of
the
weakened economy on our loans as well as an extensive discussion of defaults and
foreclosures was included in our “Credit Risk” section of the MD&A on pages 56-84.

- 4 -

    •

    We described our borrowings from the federal government, including the TARP program and
advances from the Federal Reserve Bank and the Federal Home Loan Bank of Cincinnati in the
“Liquidity Risk” section of our MD&A, specifically on pages 95 and 97. In addition, these
federal programs were described in our “Regulatory Matters” section on pages 3-5 of our
Form 10-K.

    •

    We fully disclosed our relationship and transactions with Franklin in our MD&A and
consolidated financial statements on pages 31-32 and 148-150, respectively, of our Form
10-K and on page 40, where Franklin was identified as one of the “Significant
Items Influencing Financial Performance Comparisons”. In addition, as previously
mentioned, the impact of Franklin on our financial performance was included throughout the
MD&A and was highlighted in Table 10 (Provision for Credit Losses), Table 25
(Franklin-Related Loans and OREO balances), Table 29 (NALs/NPAs – Franklin-Related Impact),
Table 33 (ALLL/ACL – Franklin-Related Impact), and Table 36 (NCOs – Franklin-Related
Impact). Note 5 of the Notes to Consolidated Financial Statements provided additional
information about the Franklin restructuring transaction.

    •

    We described our acquisitions, including Sky Financial Group, Inc., and our methodology
for quantifying the impact on our financial condition in our MD&A on pages 33-34. Our
acquisition of approximately $410 million in deposits from Warren Bank on October 2, 2009,
was less than 1% of our total deposits at December 31, 2009. Therefore, although mentioned
in Note 4 to our consolidated financial statements, our acquisition of Warren Bank’s
deposits was not included in our MD&A with the discussion of our Sky and Unizan Financial
Corp. acquisitions, both of which involved billions in loans and deposits, because
management does not believe the Warren Bank deposit acquisition is material.

    •

    The “Credit Risk” section of our MD&A on pages 56-84 describes in detail our portfolio
management process, and the changes to that process implemented during 2009, involving each
business segment in order to provide an improved view of emerging risk issues at a borrower
level, enhanced ongoing monitoring capabilities, and strengthened actions and timeliness to
mitigate emerging loan risks.

In future filings, we will provide references to the location of this information.

    4.

    Please provide us and undertake to include in your future filings, a detailed discussion of
recent and current economic conditions in your market area affecting your business including
but not limited to the following:

    •

    trends over the past three years in home price index, residential real estate sales and
single family and multifamily building permits in your market area;

    •

    trends over the past three years in commercial real estate prices, commercial real
estate sales and commercial building permits in your market areas;

    •

    trends over the past three years in the unemployment rate in your market area; and

    •

    trends over the past three years in median household income.

- 5 -

Management’s response

The section of our MD&A captioned “Credit Risk” on pages 56-84, already includes a detailed
discussion of

CORRESP
1
filename1.htm

corresp

Mary Beth M. Clary

mbclary@porterwright.com

Also admitted in: Ohio

Porter Wright

Morris & Arthur LLP

9132 Strada Place

Third Floor

Naples, Florida 34108-2683

Direct: 239-593-2959

Fax: 239-593-2990

Toll free: 800-876-7962

www.porterwright.com

CINCINNATI

CLEVELAND

COLUMBUS

DAYTON

NAPLES

WASHINGTON, DC

May 14, 2010

VIA EDGAR

Michael Clampitt, Senior Attorney

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    RE:

    Huntington Bancshares Incorporated

File No. 001-34073

Form 10-K for the fiscal year ended December 31, 2009,

           Filed February 18, 2010

Schedule 14A, filed February 26, 2010

Dear Mr. Clampitt

I represent, and am responding on behalf of, Huntington Bancshares Incorporated in connection with
your letter, dated April 12, 2010, regarding the comments of the Staff of the Securities and
Exchange Commission to Huntington’s Form 10-K for the fiscal year ended December 31, 2009, filed
with the SEC on February 18, 2010, and Schedule 14A relating to its 2010 Annual Meeting of
Shareholders, filed with the SEC on February 26, 2010.

We previously indicated to you that we would be in a position to respond to your comment letter by
May 14, 2010. This correspondence is to confirm my prior conversation with Jonathan Gottlieb on May
13, 2010, that we will respond to the comments in your letter one week later, on or before May 21,
2010.

If you have any questions or need additional information, please feel free to contact me at (239)
593-2959.

Sincerely,

/s/ Mary Beth M. Clary

Mary Beth M. Clary

    Cc:

    Jonathan E. Gottlieb

William J. Schroeder

David S. Irving

CORRESP
1
filename1.htm

corresp

Mary Beth M. Clary

mbclary@porterwright.com

Also admitted in: Ohio

Porter Wright

Morris & Arthur LLP

9132 Strada Place

Third Floor

Naples, Florida 34108-2683

Direct: 239-593-2959

Fax: 239-593-2990

Toll free: 800-876-7962

www.porterwright.com

CINCINNATI

CLEVELAND

COLUMBUS

DAYTON

NAPLES

WASHINGTON, DC

April 28, 2010

VIA EDGAR

Michael Clampitt, Senior Attorney

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    RE:

    Huntington Bancshares Incorporated

File No. 001-34073

Form 10-K for the fiscal year ended December 31, 2009,

          Filed February 18, 2010

Schedule 14A, filed February 26, 2010

Dear Mr. Clampitt

I represent, and am responding on behalf of, Huntington Bancshares Incorporated in connection with
your letter, dated April 12, 2010, regarding the comments of the Staff of the Securities and
Exchange Commission to Huntington’s Form 10-K for the fiscal year ended December 31, 2009, filed
with the SEC on February 18, 2010, and Schedule 14A relating to its 2010 Annual Meeting of
Shareholders, filed with the SEC on February 26, 2010.

We note that your letter indicated that we should respond within 10 business days or indicate to
the Staff when we will respond. This correspondence is to confirm my prior conversation with you on
April 16, 2010, that we will respond to the comments in your letter on or before

May 14, 2010.

If you have any questions or need additional information, please feel free to contact me at

(239)
593-2959.

Sincerely,

/s/ Mary Beth M. Clary

Mary Beth M. Clary

    Cc:

    Jonathan E. Gottlieb

William J. Schroeder

David S. Irving

Mail Stop 4720

   August 5, 2009
Donald R. Kimble Sr. Executive Vice President and Chief Financial Officer  Huntington Bancshares Incorporated 41 South High Street Columbus, Ohio 43287
 Re:  Huntington Bancshares Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-Q for the Period Ended March 31, 2009 Filed February 24, 2009
  File No.  1-34073

Dear Mr. Kimble:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

 David Irving Reviewing Accountant

CORRESP
1
filename1.htm

Correspondence

August 4,
2009

David Irving

Reviewing Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

    Re:

    Huntington Bancshares Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the Period Ended March 31, 2009

SEC File No. 1-34073

Dear Mr. Irving:

Enhancement of the overall disclosures in filings by Huntington Bancshares Incorporated is an
objective that we share with the Staff and one that we consider in all our filings. This letter
sets forth our responses to the comments of the Staff of the U.S. Securities and Exchange
Commission contained in your letter dated July 22, 2009. For your convenience, we have included
the Staff’s comments below and have keyed our responses accordingly.

Form 10-K

Management’s Discussion and Analysis of Financial Condition and Results of Operations

    1.

    We note your response to comment 1 in our letter dated June 10, 2009. Considering the
significant judgment required to determine if a security is other than temporarily impaired
and the focus users of financial statements have placed on this area, we believe comprehensive
and detailed disclosure is required to meet the disclosure requirements in paragraph 38 of FSP
FAS 115-2 and FAS 124-2 (which you will adopt in your next Form 10-Q) and Item 303 of
Regulation S-K. Therefore, for each individual and pooled trust preferred security with at
least one rating below investment grade, please revise future filings to disclose the
following information as of the most recent period end: deal name, single-issuer or pooled,
class, book value, fair value, unrealized gain/loss, lowest credit rating assigned to the
security, number of banks currently performing, actual deferrals and defaults as a percentage
of the original collateral, expected deferrals and defaults as a
percentage of the remaining performing collateral (along with disclosure about assumption on recoveries
for both deferrals and defaults) and excess subordination as a
percentage of the remaining
performing collateral. Additionally, please clearly disclose in future filings how you
calculate excess subordination and discuss what the excess subordination signifies, including
relating it to other column descriptions, to allow an investor to understand why this
information is relevant and meaningful.

    Management’s response

    In response to the Staff’s request, we will include the following disclosure in our future
filings:

At June 30, 2009, a full cash flow analysis was used to estimate fair values and assess
impairment for each security within our pooled trust preferred security portfolio. We
engaged a third party specialist with direct industry experience in pooled trust preferred
securities valuations to provide assistance in estimating the fair value and expected cash
flows for each security in this portfolio. Relying on cash flows was necessary because
there was a lack of observable transactions in the market and many of the original sponsors
or dealers for these securities were no longer able to provide a fair value that was
compliant with FASB Statement No. 157, Fair Value Measurements.

1

The full cash flow analysis was completed by evaluating the relevant credit and structural
aspects of each pooled trust preferred security in the portfolio, including collateral
performance projections for each piece of collateral in each security and terms of each
security’s structure. The credit review included analysis of profitability, credit
quality, operating efficiency, leverage, and liquidity using the most recently available
financial and regulatory information for each underlying collateral issuer. We also
reviewed historical industry default data and current/near term operating conditions. Using
the results of our analysis, we estimated appropriate default and recovery probabilities for
each piece of collateral and then estimated the expected cash flows for each security. All
deferrals were considered to be defaults and a recovery assumption of 10% on bank issuers
and 15% on insurance issuers 1 year after the actual or projected default occurs was used.
We determined that 6 securities had a probable credit loss demonstrated by insufficient
estimated cash flows to repay required principal and interest and therefore had
other-than-temporary impairment.

The table below summarizes the relevant characteristics of these trust preferred securities.
Each of the securities is part of a pool of issuers and each support a more senior tranche of securities except for the I-Pre TSL
II security which is the most senior class.

Table XX — Trust Preferred Securities Data

(in thousands, as of June 30, 2009)

    Actual

    Deferrals

    Expected

    and

    Defaults

    # of

    Defaults

    as a % of

    Lowest

    Issuers Currently

    as a % of

    Remaining

    Book

    Fair

    Unrealized

    Credit

    Performing/

    Original

    Performing

    Excess

    Deal Name

    Value

    Value

    Gain/(Loss)

    Rating(2)

    Remaining(3)

    Collateral

    Collateral

    Subordination(4)

    Alesco II(1)

    $
    37,320

    $
    12,236

    $
    (25,084
    )

    CC

    36/44

    18.8
    %

    19.4
    %

    —
    %

    Alesco IV(1)

    14,696

    4,000

    (10,696
    )

    CC

    44/54

    23.6

    25.6

    —

    ICONS

    20,000

    11,444

    (8,556
    )

    BBB

    29/30

    3.0

    14.1

    54.9

    I-Pre TSL II

    36,863

    23,917

    (12,946
    )

    AA

    29/29

    —

    13.8

    73.2

    MM Comm II

    24,773

    18,084

    (6,689
    )

    BBB

    6/8

    3.9

    10.9

    8.8

    MM Comm III

    12,045

    6,116

    (5,928
    )

    B

    12/12

    1.9

    36.3

    1.3

    Pre TSL IX(1)

    4,533

    1,635

    (2,898
    )

    CC

    41/49

    17.1

    20.9

    —

    Pre TSL X(1)

    14,919

    5,381

    (9,539
    )

    CC

    44/58

    23.0

    15.2

    —

    Pre TSL XI

    25,000

    10,170

    (14,830
    )

    CC

    57/65

    13.6

    18.0

    6.8

    Pre TSL XIII

    27,530

    11,100

    (16,430
    )

    CC

    57/65

    14.8

    18.5

    0.3

    Reg Diversified(1)

    7,487

    7,487

    —

    CC

    34/45

    24.3

    24.1

    —

    Soloso(1)

    11,436

    3,452

    (7,984
    )

    CC

    61/71

    11.2

    24.0

    —

    Tropic III

    31,000

    13,842

    (17,159
    )

    B

    38/46

    17.5
    %

    20.0
    %

    27.1
    %

    Total

    $
    267,602

    $
    128,864

    $
    (138,738
    )

    (1)

    Security was determined to have other-than-temporary impairment. The book
value reflects recorded credit impairment.

    (2)

    For purposes of
comparability, lowest credit rating expressed is equivalent to Fitch even where
lowest rating is based on another nationally recognized credit rating agency.

    (3)

    Includes both banks and/or insurance companies.

    (4)

    Excess subordination percentage represents the additional defaults in excess
of both current and projected defaults that the CDO can absorb before the bond held by
Huntington experiences any credit impairment. Excess subordination
percentage is calculated by (a)
determining what percentage of defaults a deal can experience before the bond has any credit
impairment and (b) subtracting from this default breakage
percentage both total current and expected future default percentages.

    2.

    We note your response to comment 1 in our letter dated June 10, 2009. Please confirm, or
advise otherwise, that Red Pine Advisors LLC performed the impairment analysis for all pooled
trust preferred securities in the portfolio, specifically the deals not included in the
memorandum filed supplementally to the June 23, 2009 response.

    Management’s response

    We confirm that Red Pine Advisors LLC performed the impairment analysis for all pooled trust
preferred securities in our portfolio.

2

The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosures 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.

We believe that the foregoing response addresses your comments. We are committed to full and
transparent disclosure and will continue to enhance our disclosures in future filings. Please
contact me at (614) 480-5240 if you have any questions or would like further information about this
response.

Sincerely,

/s/ Donald R. Kimble

Donald R. Kimble

Senior Executive Vice President and Chief Financial Officer

Huntington Bancshares Incorporated

    Copies to:

    William J. Schroeder, Staff Accountant, U.S Securities and Exchange Commission

Stephen D. Steinour, Chairman, President & Chief Executive Officer, Huntington Bancshares Incorporated

Richard A. Cheap, General Counsel and Secretary, Huntington Bancshares Incorporated

3

Mail Stop 4561

    June 21, 2009

Donald R. Kimble Sr. Executive Vice President and Chief Financial Officer  Huntington Bancshares Incorporated 41 South High Street Columbus, Ohio 43287
 Re:  Huntington Bancshares Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-Q for the Period Ended March 31, 2009 Filed February 24, 2009
  File No.  1-34073

Dear Mr. Kimble:
We have considered your response letter dated June 23, 2009, and have the
following comments.  Where indicated, we th ink your documents should be revised.  If
you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your intent to include the requested revision in future filings and provide a draft of your proposed disclosure.  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 have additional comments.              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

Donald R. Kimble
Huntington Bancshares Incorporated
June 21, 2009   may have about our comments or on 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, 2008

 Management's Discussion and Analysis of Fi nancial Condition and Results of Operations

  1. We note your response to comment 1 in our letter dated June 10, 2009.  Considering the significant judgment required to determine if a security is other than temporarily impaired and the focus users of financial statements have placed on this area, we believe comprehensive and detailed disclosure is required to meet the disclosure requirements in paragraph 38 of FSP FAS 115-2 and FAS 124-2 (which you will adopt in your next Form 10-Q) and Item 303 of Regulation S-K.  Therefore, for each individual and pooled trust preferred security with at least one rating below investment grade, please revise future filings to disclose the following information as of the most recent period end: deal name, single-issuer or pooled, class, book value, fair value, unrealized gain/loss, lowest credit rating assigned to the security , number of banks currently performing, actual deferrals and defaults as a percentage of the original collateral, expected deferrals and defaults as a percentage of the remaining performing collateral (along with disclosure about assumption on recoveries for both deferrals and defaults) and excess subordination as a percentage of the remaining performing collateral.  Additionally, please clearly disclose in future filings how you calculate excess subordination and discuss what the excess subordination percentage signifies, including relating it to other column descriptions, to allow an investor to understand why this information is relevant and meaningful.

2. We note your response to comment 1 in our letter dated June 10, 2009.  Please
confirm, or advise otherwise, that Red Pine Advisors LLC performed the impairment analysis for all pooled trust preferred securities in the portfolio, specifically the deals not included in the memorandum filed supplementally to the June 23, 2009 response.

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your response to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response 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 investment decision.  Since the company and its
 2

Donald R. Kimble
Huntington Bancshares Incorporated June 21, 2009
 3management 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
If you have any questions, please call me at (202) 551-3321 or William J.
Schroeder, Staff Accountant at (202) 551-3394.
 Sincerely,

 David Irving Reviewing Accountant

CORRESP
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Correspondence

June 23, 2009

David Irving

Reviewing Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

    Re:

    Huntington Bancshares Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the Period Ended March 31, 2009

SEC File No. 1-34073

Dear Mr. Irving:

We are in receipt of the letter from the Staff of the Securities and Exchange Commission, dated June 10, 2009,
regarding our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Form 10-K) and our Quarterly
Report on Form 10-Q for the period ended March 31, 2009 (Form 10-Q). 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 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

Exhibit 13.1

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Table 32- Credit Ratings of Selected Investment Securities, page 55

    1.

    We note the significant unrealized losses related to your trust preferred securities at December 31, 2008. We
have the following comments:

    •

    please provide us a full detailed analysis of these securities’ impairment as of December 31, 2008 that
identifies all available evidence, explain the relative significance of each piece of evidence, and identify
the primary evidence on which you rely to support a realizable value equal to or greater than the carrying
value of the investment; and

    •

    please provide us, and consider disclosing in future filings, a table detailing the following information
for your trust preferred securities: deal name, class, book value, fair value, unrealized gain/loss, credit
ratings, number of banks in issuance, deferrals and defaults as a percentage of collateral, and excess
subordination after taking into account your best estimates of future interest deferrals and defaults.

Management’s response

At December 31, 2008, a full cash flow analysis was the primary evidence used to estimate fair value and
measure impairment for our pooled trust preferred security portfolio. We engaged a third party specialist
with direct industry experience in pooled trust preferred security valuations to provide assistance estimating
the fair value and expected cash flows on this portfolio. Relying exclusively on cash flows was necessary
because there was a lack of transactions in the trust preferred securities market and many of the original
sponsors or dealers for these securities were no longer able to provide a fair value that was compliant with
FASB Statement No 157, Fair Value Measurements.

1

1

The full cash flow analysis was completed by evaluating the relevant credit and structural aspects of each
pooled trust preferred security in the portfolio, including collateral performance projections for each piece
of collateral in the security and terms of the security’s structure. The credit review included analysis of
profitability, credit quality, operating efficiency, leverage and liquidity using available financial and
regulatory information for each underlying collateral issuer. We also reviewed historical industry default
data and current/near term operating conditions. Using the results of
our analysis, we estimated appropriate
default and recovery probabilities for each piece of collateral then estimated the expected cash flows for
each security. We determined that one security, the Regional Diversified Funding 2004-1, had a probable
credit loss demonstrated by insufficient estimated cash flows to repay required principal and interest and
therefore had other-than-temporary impairment.

We considered that the lengthening of expected time for principal repayment combined with the market
expectations of yield, ranging from 8% to 15%, for similar instruments explained the entire decline in the
fair value of the remaining securities compared with their book values. The market discount rate was
determined by reference to yields observed in the market for similarly rated collateralized debt obligations,
specifically high-yield collateralized loan obligations, reflecting general market discounts that were then
being applied to structured credit products. Because the estimated cash flow analysis indicated the
collection of the principal and interest on all other trust preferred securities, no additional
other-than-temporary impairment was recorded.

In response to the Staff’s request, we have provided an example of a pooled trust preferred security analysis
and an internal analysis of accounting conclusions, which were prepared in connection with preparing the Form
10-K, and which are being filed in supplement to this letter.

The table below summarizes the relevant characteristics of these trust preferred securities.

Trust Preferred Securities Data

(in thousands, as of December 31, 2008)

    Actual

    Deferrals

    and

    Defaults

    Moody's/

    # of

    as a % of

    Book

    Fair

    Unrealized

    Fitch

    Underlying

    Current

    Excess

    Deal

Class(4)

    Value

    Value

    Loss

    Ratings

    Issuers(2)

    Collateral

    Subordination(3)

    Alesco II

    Mezzanine

    $
    40,000

    $
    18,388

    $
    (21,612
    )

    B2/A

    45

    12
    %

    5
    %

    Alesco IV

    Mezzanine

    20,000

    9,118

    (10,882
    )

    Caa2/A

    56

    12

    6

    ICONS

    Mezzanine

    20,000

    12,000

    (8,000
    )

    NR/AA

    31

    —

    119

    I-Pre TSL II

    Senior

    36,975

    10,143

    (26,832
    )

    NR/AAA

    31

    5

    110

    MM Comm II

    Mezzanine

    26,002

    18,955

    (7,047
    )

    Baa2/AA-

    9

    22

    10

    MM Comm III

    Mezzanine

    12,236

    7,069

    (5,167
    )

    Baa2/A

    12

    8

    23

    Pre TSL IX

    Mezzanine

    4,990

    2,356

    (2,634
    )

    Ba3/A

    49

    6

    13

    Pre TSL X

    Mezzanine

    17,000

    7,898

    (9,102
    )

    B3/A

    58

    12

    9

    Pre TSL XI

    Mezzanine

    25,000

    11,383

    (13,617
    )

    B2/A

    65

    9

    11

    Pre TSL XIII

    Mezzanine

    27,536

    12,435

    (15,101
    )

    B3/A

    66

    8

    10

    Reg Diversified (1)

    Mezzanine

    10,715

    10,715

    —

    Caa1/A-

    45

    16

    0

    Soloso

    Mezzanine

    12,500

    5,609

    (6,891
    )

    Caa3/A

    71

    8

    6

    Tropic III

    Mezzanine

    31,000

    15,537

    (15,463
    )

    Ba2/AA

    48

    8
    %

    48
    %

    Total

    $
    283,954

    $
    141,606

    $
    (142,348
    )

NR, not rated.

    (1)

    Security was determined to have other-than-temporary impairment.

    (2)

     Includes both banks and or insurance companies

    (3)

     Excess subordination is calculated after taking into account an estimate of future deferrals and defaults.

(4)

    Any security which is
subordinated is classified as a Mezzanine security.

We will
consider disclosure of this information in future filings to the extent we believe that such information remains relevant
and significant at the time such future filings are made.

2

2

Table 42 – Capital Adequacy, page 65

    2.

    We note your presentation of “tangible common equity to asset ratio” and “tangible equity to risk-weighted assets
ratio.” These ratios appear to be non-GAAP measures as defined by Regulation G and Item 10(e) of Regulation S-K
as they are not required by GAAP, Commission Rules, or banking regulatory requirements. To the extent you plan to
provide these non-GAAP ratios in the future, the staff notes the following:

    •

    to the extent these ratios are disclosed in future periodic filings on Form 10-K or 10-Q, or in
registration and proxy statements, you should comply with all of the requirements in Item 10(e) of Regulation
S-K, including clearly labeling the ratios as non-GAAP measures and complying with all of the disclosure
requirements;

    •

    to the extent that you plan to disclose these ratios in future Item 2.02 Form 8-Ks, you should provide all
of the disclosures required by Item 10(e)(1)(i) of Regulation S-K as required by Instruction 2 to Item 2.02 of
Form 8-K;

    •

    to the extent that you disclose or release publicly any material information that includes a non-GAAP
measure, such as these ratios in your Item 8.01 Form 8-K, you should be cognizant of the requirements in
Regulation G to label the measure as non-GAAP and provide a reconciliation to the most closely comparable GAAP
measure; and

    •

    as it relates to the presentation of risk weighted assets, in future filings, please generally disclose how
risk weighted assets are calculated under regulatory capital rules and specifically state, if true, that the
number disclosed is calculated consistent with banking regulatory requirements.

Management’s response

We will include the disclosures contemplated by Item 10(e) of Regulation S-K in connection with our use of
these ratios and, to the extent we disclose or release publicly any material information that includes these
ratios or any other non-GAAP financial measure, we will include the disclosures contemplated by Regulation G.
In addition, in all such future filings, when presenting risk-weighted assets, we will disclose generally how
risk weighted assets are calculated under regulatory capital rules and specifically state that the number
disclosed is calculated consistent with banking regulatory requirements or we will refer to such disclosures
included elsewhere in the filing.

We propose, as an example of this disclosure, using March 31, 2009 information, the following:

“Table XX includes certain ratios, specifically the tangible common equity/tangible asset ratio and the
tangible common equity/risk-weighted assets ratio, which are non-GAAP financial measures. These non-GAAP
financial measures are included in this report because we believe these ratios are useful to analyze and
evaluate financial condition and capital strength. Other companies may calculate these financial measures
differently. Risk-weighted assets are calculated under regulatory capital rules applicable to us as discussed
more fully on page 10 of our Form 10-K. Tangible equity, tangible common equity, and tangible assets were
calculated as follows:”

3

3

Table XX — Capital Adequacy Reconciliations

2009

    2008

    (in millions)

    March 31,

    December 31,

    September 30,

    June 30,

    March 31,

    Consolidated risk-based capital calculations:

    Shareholders’ common equity

    $
    3,047

    $
    5,351

    5,807

    5,814

    5,909

    Shareholders’ preferred equity

    1,768

    1,878

    569

    569

    —

    Total shareholders’ equity

    4,815

    7,229

    6,376

    6,383

    5,909

    Less: Goodwill

    (452
    )

    (3,055
    )

    (3,056
    )

    (3,057
    )

    (3,047
    )

    Less: Intangible assets

    (340
    )

    (357
    )

    (376
    )

    (395
    )

    (409
    )

    Add: Intangible asset deferred tax liability (1)

    119

    125

    132

    138

    143

    Total tangible equity

    4,142

    3,942

    3,076

    3,069

    2,596

    Add: Other comprehensive loss

    280

    327

    267

    243

    122

    Add: Qualifying core capital

    788

    788

    788

    837

    837

    Other adjustments, net

    (43
    )

    (21
    )

    (30
    )

    (39
    )

    (35
    )

    Total Tier 1 capital (2)

    5,167

    5,036

    4,101

    4,110

    3,520

    Add: Qualifying ACL

    582

    592

    585

    585

    583

    Add: Qualifying subordinated debt

    862

    907

    920

    920

    959

    Total risk-based capital (2)

    $
    6,611

    $
    6,535

    $
    5,606

    $
    5,615

    $
    5,062

    Total Tier 1 Capital (from above)

    $
    5,167

    $
    5,036

    $
    4,101

    $
    4,110

    $
    3,520

    Less: Shareholder preferred equity

    (1,768
    )

    (1,878
    )

    (569
    )

    (569
    )

    —

    Total Tier 1 Common Capital

    $
    3,399

    $
    3,158

    $
    3,532

    $
    3,541

    $
    3,520

    Consolidated tangible common equity and consolidated tangible common asset calculations:

    Total tangible equity (from above)

    $
    4,142

    $
    3,942

    $
    3,076

    $
    3,069

    $
    2,596

    Less: Shareholders’ preferred equity

    (1,768
    )

    (1,878
    )

    (569
    )

    (569
    )

    —

    Total tangible common equity

    $
    2,374

    $
    2,064

    $
    2,507

    $
    2,500

    $
    2,596

    Total assets

    $
    51,702

    $
    54,353

    54,681

    55,350

    56,066

    Less: Goodwill

    (452
    )

    (3,055
    )

    (3,056
    )

    (3,057
    )

    (3,047
    )

    Less: Other intangible assets

    (340
    )

    (357
    )

    (376
    )

    (395
    )

    (409
    )

    Add: Intangible asset deferred tax liability (1)

    119

    125

    132

    138

    143

    Total tangible assets

    $
    51,029

    $
    51,066

    $
    51,381

    $
    52,036

    $
    52,753

    Total risk-weighted assets                  Consolidated

    $
    46,313

    $
    46,994

    $
    46,608

    $
    46,602

    $
    46,546

    (1)

     Intangible assets are net of deferred tax liability, and calculated assuming a 35% tax rate.

    (2)

    March 31, 2009 consolidated figures are estimated. Based on an interim decision by the banking agencies on December 14, 2006,
we have excluded the impact of adopting Statement 158 from the regulatory capital calculations.

4

4

The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosures 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.

We believe that the foregoing response addresses your comments. We are committed to full and transparent disclosure
and will continue to enhance our disclosures in future filings. Please contact me at (614) 480-5240 if you have any
questions or would like further information about this response.

Sincerely,

/s/ Donald R. Kimble

Donald R. Kimble

Senior Executive Vice President and Chief Financial Officer

Huntington Bancshares Incorporated

Copies to:
        William J.
Schroeder, Staff Accountant, U.S Securities and Exchange Commission

Stephen D. Steinour, Chairman, President & Chief Executive Officer, Huntington Bancshares
Incorporated

Richard A. Cheap, General Counsel and Secretary, Huntington Bancshares Incorporated

5

4

Mail Stop 4561      August 21, 2008   Thomas E. Hoaglin Chief Executive Officer Huntington Bancshares Incorporated 41 S. High Street Columbus, OH 43287

Re: Huntington Bancshares Incorporated
 Form 10-K
Filed February 26, 2008  and Documents Incorporated by Reference
 File No. 000-02525

Dear Mr. Hoaglin:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
Sincerely,

Christian Windsor Special Counsel
 cc: Donald R. Kimble  Executive Vice President and Chief Financial Officer  Huntington Bancshares Incorporated  41 S. High Street  Columbus, OH 43287

Mail Stop 4561      July 29, 2008   Thomas E. Hoaglin Chief Executive Officer Huntington Bancshares Incorporated 41 S. High Street Columbus, OH 43287

Re: Huntington Bancshares Incorporated
 Form 10-K
Filed February 26, 2008  and Documents Incorporated by Reference
 File No. 000-02525

Dear Mr. Hoaglin:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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

Properties, page 15

1. It appears that you have not  previously filed the agr eement governing the lease of
your company headquarters.  Please either f ile it as an exhibit or advise the staff
as to why you believe Item 601(b)(10)(ii )(D) of Regulation S-K does not apply.

Thomas E. Hoaglin
Chief Executive Officer
Huntington Bancshares Incorporated Page 2  Risk Management and Capital, page 35

 2. We note from page 37 in Table 14 that  you have large concentrations of
commercial real estate loans in your loan portfolio.  Given this concentration, the
increased risks associated with this type of lending and the well-publicized
slowdown and stresses in the commercial r eal estate market in certain states
(including Michigan and Ohio ), please revise your future filings to provide
detailed disclosure regarding your risk management practices with respect to
commercial real estate lending.  Please pr ovide us with your proposed disclosure.
Consider addressing the following in your revised disclosures:

• Describe the significant terms of each t ype of commercial real estate loan
product offered, including underwriting standards used for each product,
maximum loan-to-value ratios and ho w credit management monitors and
analyzes key features, such as loan-t o-value ratios and collateral values,
and changes from period to period;

• Explain how often you obtain updated appraisals;

• Describe risk mitigation transactions used to reduce credit risk exposure,
such as insurance arrangements, credit default agreements or credit
derivatives, and disclose the impact that such mitigation strategies have had on your financial statements;

• Disclose the degree to which you perfo rm portfolio-level stress tests or
sensitivity analysis to quantify the impact of changing economic
conditions on asset quality, earnings and capital; and

• Disclose trends related to commercial real estate loans that may result in
higher credit risk that are reasonably likely to have a material favorable or
unfavorable impact on net in terest income after the provision for loan loss.

3. We refer to your disclosure in Table 16 on page 39 concerning your commercial
real estate loans by property type a nd borrower location.  In light of the
significant deterioration in the commercial real estate markets in certain geographical areas, including Michigan a nd Ohio, please revise future filings to
disclose your credit quality indicators (e.g. charge-offs, nonperforming, accruing past due 90 days) by geographic region (s tate or locality) and product type
(middle market commercial real estate loans and small business commercial real
estate loans).  Please provide us  with your proposed disclosure.

Thomas E. Hoaglin
Chief Executive Officer
Huntington Bancshares Incorporated Page 3  Table 21- Summary of Allowance for Credit  losses and Related Statistics, page 45

 4. We note from your disclosure on page 23 in Table 2 that you recorded $280
million and $117 million related to the Fra nklin restructuring and the Franklin
facility C loan, respectively.  It is not clear, however, where such charge-offs are included in Table 21.  Please advise in future filings to clarify.

Credit Ratings, page 55 of the Annual Report

 5. You have included in this section the cr edit ratings assigned by S&P, Moody’s,
and Fitch.  In the future, please consider including a statement informing investors
that a security rating is not a recommenda tion to buy, sell or hold securities, that it
may be subject to revision or withdraw al at any time by the assigning rating
organization, and that each rating should be evaluated independently of any other
rating.  Refer to Item 10(c)(2)(i) of Regulation S-K.
 Notes to Consolidated Financial Statements

 Note 4.  Investment Securities, page 87

 6. We note you recognized losses relating to Asset-backed securities that were
identified as other-than-temporarily impaired of $43.3 million and $26.4 million in 2007 and 2006, respectively.  Please tell us  the facts and circumstances related
to, and the specific distinguish ing characteristics of, the se curities that were other
than temporarily impaired during the pe riods presented.  Specifically highlight
why certain securities were considered other than tem porarily impaired while the
remainder of your Asset-backed securities portfolio was not and indicate the literature that the impairments were taken under.
   *  *  *  *  *
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are

Thomas E. Hoaglin
Chief Executive Officer Huntington Bancshares Incorporated Page 4  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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact William Schroeder, Staff Accountant, at (202) 551-3294 or
David Irving, Staff Accountant, at (202) 551-3321 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matt McNair, Staff Attorney, at (202) 551-3583 or me at  (202) 551-3419 with any other questions.

Sincerely,

Christian Windsor Special Counsel

CORRESP
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corresp

    Huntington Bancshares Incorporated

Huntington Center

41 South High Street

Columbus, Ohio 43287

    Donald R. Kimble

Executive Vice President and Chief Financial Officer

    614.480.5240

614.480.5284 Facsimile

August 13, 2008

Via EDGAR

    Christian Windsor

Special Counsel

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

    Re:

    Huntington Bancshares Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2007

SEC File No. 000-02525

Dear Mr. Windsor:

          We are in receipt of the letter from the Staff of the Securities and Exchange Commission,
dated July 29, 2008, regarding our annual report on Form 10-K for the fiscal year ended December
31, 2007 (the “Report”). 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

Properties, page 15

    1.

    It appears that you have not previously filed the agreement governing the lease of
your company headquarters. Please either file it as an exhibit or advise the staff as to
why you believe Item 601(b)(10)(ii)(D) of Regulation S-K does not apply.

    Management’s response:

    In response to the Staff’s comment, please note that we have analyzed the terms of the
lease for our company’s headquarters each year to assess its materiality under Item
601(b)(10)(ii)(D) of Regulation S-K. Our headquarters serves as
the offices of our corporate staff and our central Ohio regional bank
executive. Future minimum rental payments required under the lease
of our  company’s headquarters was $9.1 million per year through 2015,
compared with net occupancy expense of $99.4 million and total non-interest expense of $1.3
billion for 2007.
Further, there is replacement office space at comparable prices in downtown Columbus, Ohio,
if the headquarters lease was terminated prior to its stated term. For these reasons, we
have concluded that the company’s headquarters lease is not material from both a financial
and operational standpoint and, thus, need not be filed as an exhibit to our periodic
reports.

Christian Windsor

August 13, 2008

Page 2

Risk Management and Capital, page 35

    2.

    We note from page 37 in Table 14 that you have large concentrations of commercial
real estate loans in your portfolio. Given this concentration, the increased risk
associated with this type of lending and the well-publicized slowdown and stresses in the
commercial real estate market in certain states (including Michigan and Ohio), please
revise your future filings to provide detailed disclosure regarding your risk management
practices with respect to commercial real estate lending. Please provide us with your
proposed disclosure. Consider addressing the following in your revised disclosures:

    •

    Describe the significant terms of each type of commercial real estate loan product
offered, including underwriting standards used for each product, maximum loan-to-value
ratios and how credit management monitors and analyzes key features, such as
loan-to-value ratios and collateral values, and changes from period to period;

    •

    Explain how often you obtain updated appraisals;

    •

    Describe risk mitigation transactions used to reduce credit risk exposure, such as
insurance arrangements, credit default agreements or credit derivatives, and disclose
the impact that such mitigation strategies have had on your financial statements;

    •

    Disclose the degree to which you perform portfolio-level stress tests or
sensitivity analysis to quantify the impact of changing economic conditions on asset
quality, earnings and capital; and

    •

    Disclose trends related to commercial real estate loans that may result in higher
credit risk that are reasonably likely to have a material favorable or unfavorable
impact on net interest income after the provision for loan losses.

Management’s response:

In response to the Staff’s comment, beginning with the filing of our third quarter Form
10-Q, we plan to add the following disclosure regarding our risk management practices with
respect to commercial real estate lending:

We
manage the risks inherent in the portfolio through origination policies,
concentration limits, on-going loan level reviews, and continuous portfolio risk
management activities. Our origination policies for commercial real
estate include loan product type specific
policies such as loan-to-value (LTV) and debt service coverage ratios and a
pre-leasing requirement as applicable. Except for our mezzanine portfolio, we generally (a)
limit our loans to 80% of the appraised value of the commercial real estate, (b) require net
operating cash flows to be 125% of required interest and principal payments, and (c) if the
commercial real estate is non-owner occupied, require that at least 50% of the space of the
project be pre-leased.  We also may require more conservative loan terms, depending on the project.

The majority of our portfolio was originated by dedicated commercial real estate professionals located
in our major metropolitan areas. Appraisals from approved vendors are reviewed by an appraisal
review group within Huntington to ensure the quality of the valuation
used in the underwriting process. The commercial real estate portfolio is diversified by project type and
loan size. This diversification is a significant piece of the credit risk
management strategies employed for this portfolio. Our loan review staff provides
an assessment of the quality of the underwriting and structure and confirms that an appropriate internal risk rating has been assigned to the loan.

Appraisal values are updated on an as needed basis, in conformity with regulatory
requirements. Given the stressed environment for some loan types, we have
initiated on-going portfolio level reviews of segments such as single
family home builders. These reviews often generate an updated
appraisal based on the current occupancy or sales volume associated with the
project being reviewed.

At
the portfolio level, we actively monitor the concentrations and
performance metrics of all loan types, with a focus on higher risk
segments. Macro level stress test scenarios based on home price depreciation
trends for the builder

Christian Windsor

August 13, 2008

Page 3

segment are embedded in our performance expectations. Table 16 provides certain
performance metrics for the commercial real estate portfolio segments by state. Michigan and Ohio have
experienced the most stress historically as measured by delinquency and loss rates.

Regarding
the Staff’s request for disclosure about trends related to commercial real estate loans, we
note the existing discussion concerning single family home builders on page 38 of our 2007
annual report. We also note the discussions about trends in home equity loans on
page 39 and about trends in residential mortgage loans on page 40. As we identify trends in the future about
commercial real estate loans that are reasonably likely to have a material impact on net interest
income after provision for loan losses, we will make similar disclosures.

    3.

    We refer to your disclosure in Table 16 on page 39 concerning your commercial real
estate loans by property type and borrower location. In light of the significant
deterioration in the commercial real estate markets in certain geographical areas,
including Michigan and Ohio, please revise future filings to disclose your credit quality
indicators (e.g. charge-offs, nonperforming, accruing past due 90 days) by geographic
region (state or locality) and product type (middle market commercial real estate loans
and small business commercial real estate loans). Please provide us with your proposed
disclosure.

Management’s response:

In response to the Staff’s comment, beginning with the filing of our third quarter Form
10-Q, we plan to add supplemental information, including charge-offs, non-accrual loans,
and accruing loans past due 90 days or more, to table 16 regarding credit quality
indicators with respect to commercial real estate loans:

Table 16 — Commercial Real Estate Loans by Property Type and Borrower Location

    At December 31, 2007

    (in millions)

    Ohio

    Michigan

    Pennsylvania

    Indiana

    West Virginia

    Other

    Total Amount

    Retail properties

    $
    1,217

    $
    224

    $
    190

    $
    144

    $
    21

    $
    14

    $
    1,810

    19.7
    %

    Single family home builders

    1,053

    229

    101

    75

    31

    9

    1,498

    16.3

    Office

    788

    186

    121

    48

    47

    8

    1,198

    13.0

    Multi family

    851

    80

    93

    77

    32

    17

    1,150

    12.5

    Industrial and warehouse

    624

    209

    46

    57

    13

    11

    960

    10.5

    Unsecured lines to real estate companies

    705

    95

    31

    10

    9

    2

    852

    9.3

    Raw land and other land uses

    595

    62

    98

    44

    14

    1

    814

    8.9

    Health care

    208

    41

    53

    3

    4

    —

    309

    3.4

    Hotel

    147

    60

    21

    6

    2

    —

    236

    2.6

    Other

    265

    34

    21

    27

    9

    —

    356

    3.9

    Total

    $
    6,453

    $
    1,220

    $
    775

    $
    491

    $
    182

    $
    62

    $
    9,183

    100.0
    %

    Charge-offs

    $
    11.7

    $
    27.4

    $
    —

    $
    —

    $
    —

    $
    —

    $
    39.1

    % of portfolio

    0.18
    %

    2.25
    %

    —

    —

    —

    —

    0.43
    %

    Non-accrual loans

    $
    86.5

    $
    59.2

    $
    0.8

    $
    0.2

    $
    1.4

    $
    0.4

    $
    148.5

    % of portfolio

    1.34
    %

    4.85
    %

    0.10
    %

    0.04
    %

    0.77
    %

    0.65
    %

    1.62
    %

    Accruing loans past due 90 days or more

    $
    14.7

    $
    6.3

    $
    2.6

    $
    0.4

    $
    —

    $
    0.5

    $
    24.5

    % of portfolio

    0.23
    %

    0.52
    %

    0.34
    %

    0.08
    %

    —

    0.81
    %

    0.27
    %

Please
note that beginning with our first quarter Form 10-Q filing, we eliminated our
middle market and small business product type distinction when discussing commercial loans.

Christian Windsor

August 13, 2008

Page 4

Table 21 – Summary of Allowance for Credit Losses and Related Statistics, page 45

    4.

    We note from your disclosure on page 23 in Table 2 that you recorded $280 million and
$117 million related to the Franklin restructuring and the Franklin facility C loan,
respectively. It is not clear, however, where such charge-offs are included in Table 21.
Please advise in future filings to clarify.

Management’s response:

In response to the Staff’s comment, please note that the charge-offs described on page 23
totaling $397 million were reduced by the unamortized discount associated with the loan and
by other amounts received from Franklin. As described on page 46, the net amount of the
Franklin charge-off was $308.5 million. Within Table 21 of our 2007 Annual Report, we
included footnote (1) indicating that the 2007 middle market commercial and industrial line includes charge-offs related to Franklin. Beginning with the filing of our
third quarter Form 10-Q, we will add additional detail to our Franklin discussion that will
clarify the composition of the charge-offs.

Credit Ratings, page 55 of the Annual Report

    5.

    You have included in this section the credit ratings assigned by S&P, Moody’s, and
Fitch. In the future, please consider including a statement informing investors that a
security rating is not a recommendation to buy, sell, or hold securities, that it may be
subject to revision or withdrawal at any time by the assigning rating organization, and
that each rating should be evaluated independently of any other rating. Refer to Item
10(c)(2)(i) of Regulation S-K

Management’s response:

In response to the Staff’s comment, beginning with our second quarter Form 10-Q, we
included the following language regarding credit ratings “As an investor, you should be
aware that a security rating is not a recommendation to buy, sell, or hold securities, that
it may be subject to revision or withdrawal at any time by the assigning rating
organization, and that each rating should be evaluated independently of any other rating.”

Notes to Consolidated Financial Statements

Note 4. Investment Securities, page 87

    6.

    We note you recognized losses relating to Asset-backed securities that were
identified as other-than-temporarily impaired of $43.3 million and $26.4 million in 2007
and 2006, respectively. Please tell us the facts and circumstances related to, and the
specific distinguishing characteristics of, the securities that were other than
temporarily impaired during the periods presented. Specifically highlight why certain
securities were considered other that temporarily impaired while the remainder of your
Asset-backed securities portfolio was not and indicate the literature that the impairments
were taken under.

Christian Windsor

August 13, 2008

Page 5

Management’s response:

In response to the Staff’s comment, the following summarizes the realized and unrealized
gains/ (losses) in the securities portfolio at December 31, 2007 and 2006.

Beginning
in late 2006, we experienced reductions in the fair values of a portion of our $159 million portfolio of Net
Interest Margin (“NIM”) bonds. The NIM bonds represented
repackaged beneficial interests in residual
cash flows from one or more previously securitized asset backed securities transactions and
were evaluated under EITF 99-20 Recognition of Interest Income and Impairment on Purchased
and Retained Beneficial Interests in Securitized Financial Assets because the possibility
of credit losses was not remote. Most of the securities were supported by sub-prime
mortgage loans and rated BBB on average.

At
December 31, 2006, we concluded that the discounted expected
cash flows from the NIM bonds had
declined below the amortized cost of the securities, thus indicating an expected loss of principal. As
such, the bonds were marked to fair value with a $7.7 million other-than-temporary
impairment charge as required by EITF 99-20. In addition, during 2006, we recorded an $18.7
million other-than-temporary impairment on a portion of the mortgage backed portfolio that we
decided to sell for asset / liability management purposes. We believe that these losses
would have been considered temporary absent the decision to sell, and following the
guidance found in FASB Staff Position FSP FAS 115-1 and 124-1, The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments, recorded
the other-than-temporary impairment because we no
longer had the intent to hold the securities until the price recovered.

We
analyzed NIM bonds for other-than-temporary impairment each quarter
during 2007, resulting in $43.3 million of additional charges. At December 31, 2007, our carrying value of NIM bonds had declined to $7.8
million. Additional other-than-temporary impairments were recorded in
2008 related to the portfolio.

For the remaining
asset-backed securities where the fair value of the security had declined below its reference
amount, we evaluated these under FSP FAS 115-1 and 124-1 and, where the securities were in scope,
under EITF 99-20. As of December 31, 2007, we believe the decline in fair value of these securities was the
result of increased credit s

CORRESP
1
filename1.htm

      Unassociated Document

    [Huntington
      Bancshares Incorporated Letterhead]

    April
      18,
      2007

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Attention:
      Mr. Michael R. Clampitt, Esq.

    Re:
      Huntington Bancshares Incorporated

      Registration Statement on Form S-4

      File No. 333-140897

    Dear
      Mr.
      Clampitt:

    Pursuant
      to Rule 461 promulgated under the Securities Act of 1933, as amended, Huntington
      Bancshares Incorporated (the “Company”)
      hereby
      requests that the effectiveness of the above referenced Registration Statement
      on Form S-4 be accelerated to Thursday, April 19, 2007, or as soon thereafter
      as
      practicable.

    The
      Company hereby acknowledges that:

          ·

            should
              the Securities and Exchange Commission (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 this action as defense in any proceeding initiated
              by the Commission or any person under the federal securities laws of
              the
              United States.

              Very
                truly yours,

              HUNTINGTON
                BANCSHARES INCORPORATED

              By:

              /s/
                Richard A. Cheap

              Name:

                Richard A. Cheap

              Title:

                General Counsel and Secretary

March 27, 2007
Mail Stop 4561

By U.S. Mail and facsimile to (212) 450-4083

Richard A. Cheap, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

Re: Huntington Bancshares Inc.
Registration Statement on Form S-4
Filed on February 26, 2007
                        File Number 333-140897
  Annual Report on Form 10-K
  Filed on February 22, 2007
  File Number 000-02525
  Sky Financial Group, Inc.
  Annual Report on Form 10-K
  Filed on February 23, 2007
File Number 001-14473

Dear Mr. Cheap:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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.

General
1. Please provide the staff with copies of th e board books that Lehman Brothers Inc.,
Bear, Stearns & Co. Inc. and Sandler O’Neill & Partners, L.P. provided in
connection with the transactions.

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 2
2. We note that you refer to the exchange of financial projections on page 29 and
elsewhere in the document and that you limit your projections to net income.
Please revise to disclose the projections  to include all material projections.
3. The staff notes the Huntington by-law cha nge relating to the Board and Messrs.
Hoaglin and Adams. In this regard, are there any other by-la w or certificate of
Incorporation changes for either Sky or Huntington that result from this
transaction? In addition, do by-law change s require shareholder approval and, if
so, is this being accomplished by the vote on the merger? We may have further comment. Please refer to the Fifth Su pplement of Telephone Interpretations,
September 2004.

Forepart of Registration Statement and Outside Front Cover Page of Prospectus
4. Please revise to provide a cross-reference to the risk factors section, including the
page number where it appears in the pros pectus. Highlight this  cross-reference by
prominent type or in another manner.  Refer to Item 501 of Regulation S-K.

Table of Contents, page i
5. The staff notes that the Form 10-K for Huntington has incorporated by reference the information required by Items 10 th rough 14 (see page 20 of the Form 10-K)
from this document. However, the staff cannot locate several of the disclosures
referenced in the Form 10-K by quotations, e.g., Executive Compensation,
Director Compensation, etc. Revise the table of contents  to specifically list all of
those references set forth in quotations in  Item 10 through 14 in the Form 10-K to
provide a quick refere nce to the readers.
6. Revise the table of contents to list all proposals in bold for each company, e.g.,
Sky’s Proposal 1- Approve and Adopt the Agreement and Plan of Merger, etc.

Questions and Answers, page iv
7. Please provide the staff with the proxy cards.
8. Revise to add another Q&A for appraisal (dissenters’) rights.  In this regard,
explain what must be done or not be done  in order to perfect a holder of Sky’s
common stock’s appraisal rights and add a cross-reference to a more detailed
discussion elsewhere in the proxy/prospectus.

Summary, page 1
9. Please revise to state that the Summar y summarizes “material,” not selected

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 3
information.  Please delete the language in the first sentence beginning “and may
not contain . . . .”  You can direct re aders to the rest of the prospectus.
Consideration to be Received …., page 1
10. With regard to the stock units referenced by (iii), revise the prospectus to discuss
what these are or advise us as to wher e in the document thes e are explained. In
addition, page 57 discloses Sky has outstanding stock appreciation rights which do not appear to be addressed herein. Please revise or advise.

Interest of Certain Persons…, page 3
11. Revise to indicate the aggr egate dollar amount of the severance payments, and the
aggregate dollar value of the vesting accel erations calculated as the difference
between the merger consideration and the exercise price of the instrument being
accelerated. In addition, disclose the dolla r amount Mr. Adams will receive as a
result of the merger. In this regard  we note on page 55 a payment of $8,371,311.

Selected Consolidated Unaudited Pro Forma Financial Information, page 12
12. We are unable to recalculate pro forma ne t interest margin for the year ended
December 31, 2005.  Please advise or revise as necessary.

Risk Factors, page 14
13. Please revise to include risk factors that  address the merger.  For example, in
order to complete the transaction, Hunti ngton Bancshares and Sky Financial must
first obtain the prior approval of the Fe deral Reserve Board, the Office of the
Comptroller of the Currency and the Ohio Superintendent of Financial
Institutions, which may impose additiona l conditions. In addition, the merger
agreement imposes a termination fee and other conditions which discourage other
potential mergers.  Other examples could include:
(a) officers and directors of the merging part ies have interests in the mergers that
are different from, or in addition to, the interests of th e shareholders;
(b) failure to complete the mergers could ne gatively affect the merging parties’
stock prices and each company’s future business and operations; and
(c) uncertainty regarding the mergers an d the effects of the mergers could
adversely affect each company’s relationships with its customers, strategic partners or key employees.

The Huntington Annual Meeting – Proxies, page 16
14. Revise to discuss how the telephone and in ternet voting will be secure, i.e., how
will the Company know that only holders  are using these means of voting.

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 4

The Merger – Background of Merger, page 22
15. Please revise to expand your discussion in the last paragraph on page 22 to address the negotiation of th e principal terms of the merger, including the price.
16. Revise the third full paragraph on page  24 to address why a 90/10 split was
proposed and recommended.

Huntington’s Reasons for the Merger; Reco mmendation of Hunti ngton Board…, page 25
17. We note that you provide a list of factors that Huntington Bancorp has considered.
Please revise to disclose (with analysis) and organize the factors according to the
positive reasons why the board has decided to  engage in the merger.  In addition,
please provide the negative reasons and analysis considered by the board and discuss why, taking into account these reasons and analysis, the board still
recommends the merger.
18. Please have the discussion of the recomm endation specifically mention each line
item of the Lehman Brothers and Bear St earns analysis that does not support the
recommendation, and explain why in light  of that analysis, the board is
recommending the deal.

Sky’s Reasons for the Merger; Recommendation of the Sky Board of Directors, page 27
19. We note that you provide a list of factor s that Sky Financial has considered.
Please revise to disclose (with analysis) and organize the factors according to the
positive reasons why the board has decided to  engage in the merger.  In addition,
please provide the negative reasons and analysis considered by the board and discuss why, taking into account these reasons and analysis, the board still
recommends the merger.
20. Please have the discussion of the recomm endation specifically mention each line
item of the Sandler O’Neill analysis that does not support the recommendation,
and explain why in light of that anal ysis, the board is recommending the deal.

Opinion of Lehman Brothers, page 29
21. Please revise to state that Lehman Brothe rs has consented to the inclusion of its
opinion in the prospectus.  Please revise to  state on page 36 that Bear Stearns and
on page 41 that Sandler O’Neil have similarly consented.

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 5

General, page 41
22. We note your disclosure regarding the f ees received by Lehman Brothers and
Bear Stearns.  Please revise your disclosu re to include for the last two years all
fees provided to Lehman Brothers and B ear Stearns and any material relationship
with them for the past two years if different from current disclosure.  Also, please revise to disclose whether you determined the amount of consideration to be paid
or Lehman Brothers and/or Bear Stearns  recommended such amount.  Please also
similarly revise your disclosure for Sa ndler O’Neill’s Rela tionship on page 49.

Unaudited Pro Forma Condensed Combin ed Financial Information, page 74
General
23. Please tell us how you determined a pro forma adjustment is not required for
Sky’s hedging relationships accounted for under the shortcut method of
accounting at the date of th e business combination.  Refer to DIG Issue E-15.
Please advise or revise as necessary.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial
Condition, page 75
24. We noted the $350 million adjustment to subordinated notes and the corresponding $23.6 million adjustment to interest expense on the pro forma
statement of income (page 76) related to the anticipated
 new debt in connection
with the merger.  Tell us how you determ ined the amounts presented are factually
supportable, that is, within the scope of  Article 11 of Regulation S-X.  Please
advise or revise to remove the aforemen tioned adjustments from the face of the
pro forma financial statements.  We w ould not object to footnote disclosure
regarding this matter.

Notes to Unaudited Pro Forma Condensed Co mbined Consolidated Financial Statements
Note 2 – Adjustments to Equity, page 78
25. We noted your adjustment to equity rela ting to the conversion of the Sky stock
options to Huntington stock options ($44.5 million).  Although we understand
your adjustment is preliminary, tell us w hy you believe it is more appropriate to
use the intrinsic value of the options versus using a fair value model (e.g. black
scholes) in your estimate.  Refer to SFAS 123R.  Please advise or revise as
necessary.
26. In addition to our comment above, tell us why there is no adjustment to
compensation expense in your pro forma st atement of income as a result of the
conversion of the options.  Please ad vise or revise as necessary.

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 6

Comparison of Rights …, page 83
27. Noting the disclosure in the second pa ragraph on page 7 that Huntington’s
approval of the merger is conditioned upon a ma jority vote of shares cast, the staff
also notes the disclosure on page 88 that acquisitions require two-thirds of shares
eligible to be cast. Please provide th e staff with the corporate governance
document (article or by-law) that governs this merger and provide an analysis as
to why the disclosure on page 88 does not govern.

Compensation Discussion & Analysis, page 110
28. We note that Mr. Hoagland and Mr. Bald win’s total compensation, base salary
and, in the case of MR. Hoagland, share ownership requirements are markedly
greater than those of the other named executive officers.  In the last paragraph of Section II(B)(1) of Release 33-8732, the Commission clarified that you should
discuss material differences in the compensation policies between the named
executive officers.  Please revise your Compensation Discussion and Analysis to
address these differences.

Benchmarking, page 114
29. At the bottom of page 114 you make refere nces to third-party survey.  You also
discuss, both on page 114 and on page 128, Huntington’s compensation goal of
keeping salaries within the 50th to 75th percentile.  Please clarify whether the
surveys used focused on the two peer groups mentioned in the chart on page 114,
or if they expanded to evaluate compensa tion at a different or  more expanded list
of institutions.  The reader should be able to understand how Huntington and its compensation committee and management use the benchmarks in setting compensation.

Stock Options and RSU’s, page 120
30. Please revise this section to identify any expense charges incurred under FAS
123R due to the Compensation Committee’s decision to deem Mr. Baldwin retired for the purposes of his options.

Discussion of 2006 Compensation, page 128
31. We note your disclosure on page 137 c overing executive agre ements in the
context of potential payments upon termin ation and change-in-control.  Please
expand your disclosure to address the executive agreements beyond events of
termination after the summary compensa tion table and grants of plan-based
awards table, or refer to where the inve stor can find the material terms of each

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 7
named executive officer’s employment agreement or arrangement.  Please refer to Item 402(e) of Regulation S-K.

Item 21. Exhibits and Financial Statement Schedules, page II-2
32. Please file at least drafts of your tax and legal opinions  with your next filing.
33. Please provide your articles of  incorporation and by-laws in accordance with Item
601 of Regulation S-K.

Form 10-K of Huntington Bancshares, Inc. for the Year Ended December 31, 2006

Notes to Consolidated Financial Statements
Note 1- Significant Accounting Policies
Derivative Financial Instruments, page 91
34. We note your disclosure on page 92 th at you use the regression method to
evaluate hedge effectiveness on a quarterl y or daily basis for certain fair value
hedges of fixed-rate debt and portfolio/m ortgage loans, respectively.  Please tell
us the regression outputs you consider wh en assessing whether these hedges are
expected to be highly effective in ach ieving offsetting changes in fair value
attributable to the hedged risk during th e period that the hedge is designated.

Form 10-K of Sky Financial Gr oup Filed on February 23, 2007

Notes to Consolidated Financial Statements
Note 10- Derivative Financ ial Instruments, page 51
35. For each type of long-haul hedging relati onship (fair value, cash flow, etc.)
entered into during the periods presented, please describe for us the quantitative
and qualitative measures you use to assess effectiveness both at inception and on an ongoing basis.  Specifically referen ce the appropriate sections of SFAS 133,
including any applicable DIG Issues , which support the use of each test.

Certain Relationships and Relate d Party Transactions, page 92
36. Please discuss Sky Financial’s policy for the review, approval or ratification of
transactions with related persons und er Item 404(b) of Regulation S-K.
37. Revise your discussion rega rding transactions between  related parties and Sky
Financial’s banking subsidiaries to reflect  whether they are on the same terms,
including interest rates, as other persons not related to the bank.  Please refer to
Instruction 4(c)(ii) to Item 404(a) of Regulation  S-K.

Richard A. Cheap, Esq.
Huntington Bancshares Inc.
March 27, 2007 Page 8

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a

July 14, 2006

Mail Stop 4561

Mr. Thomas E. Hoaglin
Chairman, President, Chief Executive Officer, and Director
Huntington Bancshares Incorporated
21 S. High Street
Columbus, Ohio 43287

Re: Huntington Bancshares Incorporated
Form 10-K for Fiscal Year Ended December 31, 2005
Form 10-Q for Fiscal Quarter Ended March 31, 2006
File No. 0-2525

Dear Mr. Hoaglin:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

       S i n c e r e l y ,

       D o n a l d  A .  W a l k e r
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

    Huntington Bancshares Incorporated

Huntington Center

    41 South High Street

    Columbus, Ohio 43287

    Donald R. Kimble

    Executive Vice President, Chief Financial Officer & Controller

    614.480.5240

    614.480.5284 Facsimile

July 10, 2006

Via EDGAR

Donald A. Walker

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

cc: Benjamin Phippen – Staff Accountant

    Re:

    Huntington Bancshares Incorporated

Form 10-K for Fiscal Year Ended December 31, 2005

Form 10-Q for Fiscal Quarter Ended March 31, 2006

SEC File No. 0-2525

Dear Mr. Walker:

     We are in receipt of the letter from the Staff of the Securities and Exchange Commission,
dated June 22, 2006, regarding our annual report on Form 10-K for the fiscal year ended December
31, 2005 and our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2006 (the
“Reports”). For your convenience, we have included the Staff’s comments below and have keyed our
responses accordingly.

    1.

    We noted your response to comment five of our letter dated May 18, 2006. Please
confirm if true, that your documentation at inception includes all of the relevant details
set forth in Paragraph 28(a) of SFAS 133. Be sure to address whether your formal
documentation at inception clearly identifies the first cash receipts of the designated
commercial loan pool as the hedged forecasted transaction. Refer to Implementation Issue
G13.

    Management Response

Following is the excerpt from our hedge documentation for the interest rate swaps hedging the LIBOR based commercial loans:

    Strategy and Nature of Risk Being Hedged

Changes in the cash receipts from the loans are expected to offset changes in the
interest payments on the swap due to changes in LIBOR rates. Huntington has converted
this pool of LIBOR based floating rate commercial loans to fixed rate loans.

    The documentation for each of our interest rate swaps hedging LIBOR based commercial loans is identical.

    Our documentation of the cash flow hedging relationship between certain derivatives and a
pool of LIBOR-based commercial loans did not clearly identify the first cash receipts of
the designated commercial loan pool as the hedged forecasted transaction.

Donald A. Walker

July 10, 2006

Page 2

    Although we acknowledge that our hedge documentation lacked
this specific language, hedging the “first” receipts is how the hedging relationship was designed, and it was our
intent that the hedging relationship be constructed this way (that is, to hedge the first
cash receipts). We were hedging cash flows from LIBOR based loans
equal to the notional amount of the interest rate swaps. The loans
we were hedging were in the population that included the entire LIBOR based commercial loan
portfolios. Based upon our assessment described below, we believed that it was probable that the
hedged transactions would occur and consistently deferred gains or losses related to the interest
rate swaps in accumulated other comprehensive income. In no periods were amounts deferred in
accumulated other comprehensive income reclassified into earnings as a result of a change in our
assertion regarding probability that the hedged transaction would not occur. The details or
factors we considered in determining that it was probable that the hedged transactions would occur
are as follows:

    •

    The loans in the designated commercial loan pool pay either monthly or
quarterly and reset their interest rate monthly or quarterly; consistent with the
corresponding interest rate swap.

    •

    The principal value of designated loans in the pool on accruing status at all
times exceeded the notional value of the derivatives. The table below contains a
summary of derivative notional values and related loan pools for the 2003 –2005
annual periods;

LIBOR Based Commercial Loan Interest Rate Swaps

Notional and Loan Balances as of Year End

    ($ in millions)

    December 31,

    2003

    2004

    2005

    LIBOR Swaps Notional Value

    $
    575

    $
    325

    $
    325

    LIBOR Loans Pool

    4,397

    4,865

    5,523

    •

    Structurally and operationally, as long as the loans reset monthly or quarterly
and the total loans exceeded the notional amount of the derivatives, the impact of
variations in the cash receipts from the loans and the impact of the swaps
offsetting those variations would always be recognized in the same quarter.

    We believe that we complied in all aspects, with the only exception being that we did not
indicate that the hedged forecasted cash flows would be the “first” cash flows received
that quarter.

    Materiality of Potential Adjustment:

    We have assessed the materiality of this issue if we were required to mark the derivative
instruments to fair value through our income statement and do not believe it is
quantitatively or qualitatively material to our reported financial statements. Pre-tax
income would be reduced by 3.3%, 2.7% and 2.1% for 2005, 2004 and 2003 respectively while
the first quarter of 2006 pre-tax income would be reduced by 2.3%. The potential
adjustments would not have a quantitatively material impact on the Huntington balance sheet
for any period presented and there would not be any change to the statement of cash flows.

    The derivatives in questions have been terminated and the associated gains and losses are
deferred on Huntington’s balance sheet. The impact of removing the net deferred gain would
be a credit to earnings of approximately $1.3 million at March 31, 2006, representing
approximately 0.9% of the current quarter’s expected pre-tax income.

    We also considered the trends of our reported results and do not believe that the potential
adjustments distort reported trends. Additionally, we believe that qualitatively, the
potential adjustments are immaterial.

Donald A. Walker

July 10, 2006

Page 3

Additional information:

As a follow up to our June 29, 2006 conversation, we use a quantitative model to estimate the fair
values of interest rate swaps and the associated underlying hedged items. We assess effectiveness
using the dollar-offset method as cited in Implementation Issues E7 and E8, for all hedging
relationships.

For the cash flow hedge relationships discussed above, Huntington assesses each hedging
relationship at inception and on a quarterly basis to ensure each derivative is, and will continue
to be, highly effective in offsetting the variations in cash flows from LIBOR-based commercial
loans during the term of the hedging relationship. In all cases, the variable index of the swap is
matched to the variable index of the loans: one-month LIBOR swaps are used to hedge the cash
receipts from loans with interest based on one-month LIBOR and three-month LIBOR swaps are used to
hedge the cash receipts from loans with interest based on three-month LIBOR. Because the swaps and
loans have the same index, the swaps are expected to be highly effective in offsetting the changes
in cash receipts as a result of changes in the value of the index.

    The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the
disclosures contained in the above-referenced filings;

    •

    Staff comments contained in this letter or changes to disclosures in
future filings in response to Staff comments do not foreclose the Commission from
taking any action with respect to the above-referenced filings; and

    •

    the Company may not assert Staff comments made in this letter as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     We believe that the foregoing response addresses your comments. Please contact me at (614)
480-5240 if you have any questions or would like further information about this response.

Sincerely,

/S/ Donald R. Kimble

Donald R. Kimble

Executive Vice President, Chief Financial Officer & Controller

Huntington Bancshares Incorporated

    Copies to

    Thomas E. Hoaglin, Chairman, President & Chief Executive Officer, Huntington
Bancshares Incorporated.

Richard A. Cheap, General Counsel and Secretary, Huntington Bancshares Incorporated

CORRESP
1
filename1.htm

HUNTINGTON BANCSHARES    CORRESP

    Huntington Bancshares Incorporated

Huntington Center

    41 South High Street

    Columbus, Ohio 43287

    Donald R. Kimble

    Executive Vice President, Chief Financial Officer & Controller

    614.480.5240

    614.480.5284 Facsimile

June 8, 2006

Via EDGAR

Donald A. Walker

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

cc: Benjamin Phippen – Staff Accountant

    Re:

    Huntington Bancshares Incorporated

Form 10-K for Fiscal Year Ended December 31, 2005

Form 10-Q for Fiscal Quarter Ended March 31, 2006

SEC File No. 0-2525

Dear Mr. Walker:

     We are in receipt of the letter from the Staff of the Securities and Exchange Commission,
dated May 18, 2006, regarding our annual report on Form 10-K for the fiscal year ended December 31,
2005 and our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2006 (the
“Reports”). For your convenience, we have included the Staff’s comments below and have keyed our
responses accordingly.

Form 10-K for the Fiscal Year Ended December 31, 2005

Note 21, Derivative Financial Instruments, page 127

    1.

    We note your response to comment 10 of our letter dated April 13, 2006 that you have
used the short-cut method for hedging subordinated debt (but not junior subordinated debt
held by trusts issuing equity certificates or “trust preferred” debt). Please tell us
whether any subordinated debt has interest or other payment deferral options and if so,
how you account for the hedge along with the specific guidance relied upon in making your
determination.

    Management’s Response:

The subordinated debt instruments being hedged using the short-cut method of assuming no
ineffectiveness do not contain interest deferral, other payment deferral options, or any
other options.

Donald A. Walker

June 8, 2006

Page 2

    2.

    Your response indicates that you use a “quantitative model” to assess effectiveness
for both your fair value and cash flow hedges. Please provide us with a more robust
discussion of the specific model or models used to assess effectiveness both at inception
and on an on going basis and the authoritative literature you relied upon in determining
that the use of each specific model is appropriate.

    Management’s Response:

To clarify our previous response, when we stated that we use a quantitative model to assess
effectiveness, we meant that we use a quantitative model to estimate the fair values of
interest rate swaps and the associated underlying hedged items. The model we use is from
Quantitative Risk Management (QRM) which uses specific quantitative factors/inputs such as
the current yield curve, and the specific terms of the hedge instruments and hedged items,
in its calculations.

    We assess effectiveness using the dollar-offset method as cited in Implementation Issues E7
and E8, for all hedging relationships, except for fair value hedges
of mortgage loans held for sale for which we assess effectiveness
using regression.

    For cash flow hedges, in accordance with paragraph 28(b) of the pronouncement, Huntington
assesses each hedging relationship at inception and on a quarterly basis to ensure each is
and will continue to be highly effective in offsetting cash flows during the term of the
hedging relationship. In addition, for all long haul cash flow hedges, future cash flows
based on the forward interest rate curve are calculated and analyzed using an internally developed
spreadsheet to ensure the hedging relationship is expected to be highly effective.

    For fair value hedges, in accordance with paragraphs 20(b) of the pronouncement, Huntington
assesses each hedging relationship at inception and on a quarterly basis to ensure each is
and will continue to be highly effective in offsetting changes in fair value during the
term of the hedging relationship. For all long haul fair value hedges, changes in the
fair value of the derivative are compared with changes in the fair value of the underlying
asset or liability to ensure that the hedging relationship is expected to be highly
effective.

    3.

    We note you determined that your fair value hedges of certain mortgage loan sale
commitments were expected to be highly effective over the period while the loan is held
for sale. In accordance with SFAS 133 Implementation Issue F-11, please more clearly
define for us the designated hedge period over which you intend to prospectively assess
effectiveness as stated in your documented risk management strategy with this hedging
relationship. Please provide us with a sample of this documentation.

    Management’s Response:
The designated hedge period is one day.

    On a daily basis, we perform a similar assets test, pursuant to SFAS 133 paragraph 21(a)(1)
to identify portfolios of loans that share risk exposures. See a sample of the results of
this test in Attachment A, page 1. We then match these portfolios with current mortgage
loan sale commitments and designate these mortgage loan sale commitments as fair value
hedges of the underlying portfolio of similar assets. We assess effectiveness at the pool
level (of similar assets) using statistical regression analysis. See a sample of the
results of this test in Attachment A, page 2.

Donald A. Walker

June 8, 2006

Page 3

    4.

    We note your response to comment 9 and Attachment A in response to our letter dated April
13, 2006. In Attachment A you define the terms of the hedged items as specifically
identified fixed rate installment loans issued by The Huntington National Bank. Please
clarify whether you are hedging individual loans or a portfolio of loans. If you are
hedging a portfolio of loans, please provide us with a comprehensive analysis explaining
how you apply SFAS 133 Implementation Issue F11 to these hedging relationships. Provide us
with an example demonstrating how you determine that a pool of installment loans satisfy
the requirements of paragraph 21(a)1 of SFAS 133 regarding the grouping of similar assets
and how the documented hedging strategy meets the requirements of paragraph 20(b) of SFAS
133.

    Management’s Response:

Beginning at the end of the fourth quarter of 2003 and ending in the second quarter of
2004, Huntington utilized pay fixed, receive variable (one month LIBOR) interest rate
swaps with scheduled amortization of the notional amounts to hedge the fair value of
portfolios of specifically identified fixed rate installment loans. Outside of these
hedges, Huntington has not designated derivatives as hedging installment loans.

    Huntington designated specific loans to individual portfolios such that the resulting
portfolios consisted of loans that contained similar terms such as coupon rates, maturity
schedules, expected principal repayment, and forecasted prepayments. We then tested that
changes in the price (fair value) of each individual loan would be within 90% — 110% of the
change in the average price (fair value) of the aggregate portfolio resulting from changes in the benchmark interest rate, as
required by paragraph 21(a)1 of SFAS 133. The loans in each specific portfolio were not
replaced as payoffs and prepayments occurred. The amortization schedule for each interest
rate swap was structured to approximate the expected amortization related to each portfolio
of similar assets. Any differences between the notional amount of the interest rate swap
and the total principal value of the underlying portfolio of similar
loans was evaluated in our assessments of effectiveness and resulted in the
recognition of ineffectiveness. As requested, an example of how the similar assets test
was performed is presented in Attachment B, Page 1.

    As required by paragraph 20(b), both at inception of the hedge and on an ongoing basis,
both retrospective and prospective effectiveness testing was performed on each hedging
relationship. Effectiveness was evaluated using the dollar-offset method to verify that the
fair value change of the interest rate swap was expected to be 80% to 125% of the
fair value change of the portfolio of similar loans. As requested, an example of
how we tested the hedging relationship for effectiveness is presented
in Attachment B, Page 2.

    5.

    We note your response to comment 9 and Attachment B in response to our letter dated
April 13, 2006 related to your commercial loans cash flow hedge. In Attachment B you
define the terms of the hedged item as specifically identified payments on pools of
variable rate loans issued by Huntington. Please tell us how you document the forecasted
cash flows with sufficient specificity such that when the transaction occurs it is clear
whether that transaction is or is not the hedged transaction. Refer to Implementation
Issue G13.

    Management’s Response:

Huntington utilized interest rate swaps to hedge the variability of
future cash flows from
its commercial loan portfolios due to changes in interest rates. A receive fixed, pay
variable interest rate swap was used to convert a pool of variable rate commercial loans to
fixed rate instruments. The variable rates in the swap matched the variable rates in the
hedged commercial loans (that is, if the loans varied on one-month LIBOR, the payment of
the swap varied on one-month LIBOR). In accordance with Implementation Issue G13, the
variable payments on the interest rate swap were structured to hedge the first cash
receipts of the designated commercial loan pool up to the notional amount being hedged.
Therefore, the first cash flows each period generated from loans equal to the notional
value of our hedges would be the hedged cash flows. Our documentation states that the
variable interest rate payments on the interest rate swap are expected to offset the
variable interest rate receipts on the designated pool of variable rate commercial loans.

Donald A. Walker

June 8, 2006

Page 4

     The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the
disclosures contained in the above-referenced filings;

    •

    Staff comments contained in this letter or changes to disclosures in
future filings in response to Staff comments do not foreclose the Commission from
taking any action with respect to the above-referenced filings; and

    •

    the Company may not assert Staff comments made in this letter as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     We believe that the foregoing response addresses your comments. Please contact me at (614)
480-5240 if you have any questions or would like further information about this response.

Sincerely,

/s/ Donald R. Kimble

Donald R. Kimble

Executive Vice President, Chief Financial Officer & Controller

Huntington Bancshares Incorporated

    Copies to

    Thomas E. Hoaglin, Chairman, President & Chief Executive Officer, Huntington Bancshares Incorporated.

Richard A. Cheap, General Counsel and Secretary, Huntington Bancshares Incorporated

Attachment A, Page 1

Huntington Bancshares Incorporated

Response to SEC, dated June 8, 2006

Similar Assets Test

    Price Change

    Mean Price Change

    Price Change/Mean Price Change

    SAB

    Note Rate

    -1.000

    -0.500

    -0.250

    -0.100

    0.100

    0.250

    0.500

    1.000

    -1.000

    -0.500

    -0.250

    -0.100

    0.100

    0.250

    0.500

    1.000

    -1.000

    -0.500

    -0.250

    -0.100

    0.100

    0.250

    0.500

    1.000

    1

    5.250

    -4.982

    -2.491

    -1.246

    -0.498

    0.583

    1.458

    2.915

    5.830

    -4.960

    -2.480

    -1.240

    0.496

    0.585

    1.463

    2.926

    5.853

    100.44
    %

    100.44
    %

    100.48
    %

    -100.40
    %

    99.66
    %

    99.66
    %

    99.62
    %

    99.61
    %

    1

    5.340

    -4.938

    -2.469

    -1.234

    -0.494

    0.588

    1.469

    2.938

    5.875

    99.56
    %

    99.56
    %

    99.52
    %

    -99.60
    %

    100.51
    %

    100.41
    %

    100.41
    %

    100.38
    %

    1

    5.350

    -4.938

    -2.469

    -1.234

    -0.494

    0.588

    1.469

    2.938

    5.875

    99.56
    %

    99.56
    %

    99.52
    %

    -99.60
    %

    100.51
    %

    100.41
    %

    100.41
    %

    100.38
    %

    1

    5.375

    -4.982

    -2.491

    -1.246

    -0.498

    0.583

    1.458

    2.915

    5.830

    100.44
    %

    100.44
    %

    100.48
    %

    -100.40
    %

    99.66
    %

    99.66
    %

    99.62
    %

    99.61
    %

    1

    5.490

    -4.938

    -2.469

    -1.234

    -0.494

    0.588

    1.469

    2.938

    5.875

    99.56
    %

    99.56
    %

    99.52
    %

    -99.60
    %

    100.51
    %

    100.41
    %

    100.41
    %

    100.38
    %

    1

    5.500

    -4.982

    -2.491

    -1.246

    -0.498

    0.583

    1.458

    2.915

    5.830

    100.44
    %

    100.44
    %

    100.48
    %

    -100.40
    %

    99.66
    %

    99.66
    %

    99.62
    %

    99.61
    %

    1

    5.625

    -4.982

    -2.491

    -1.246

    -0.498

    0.583

    1.458

    2.915

    5.830

    100.44
    %

    100.44
    %

    100.48
    %

    -100.40
    %

    99.66
    %

    99.66
    %

    99.62
    %

    99.61
    %

    1

    5.660

    -4.938

    -2.469

    -1.234

    -0.494

    0.588

    1.469

    2.938

    5.875

    99.56
    %

    99.56
    %

    99.52
    %

    -99.60
    %

    100.51
    %

    100.41
    %

    100.41
    %

    100.38
    %

     SAB = Similar Asset Bucket

     Price Change is the amount of change in the price of the loans in the similar asset bucket for a particular change in interest rates.

Attachment A, Page 2

Huntington Bancshares Incorporated

Response to SEC, dated June 8, 2006

Effectiveness test

    SAB

    Observed

    Offset Ratio

    Beta

    R Sq.

    F-Stat

    F dist. Used

    5% value

    Beta Test

    R Sq. Test

    F Test

    Comments

    1

    45

    0.9492

    -0.997

    0.9907

    4,604.27

    42

    4.07

    Pass

    Pass

    Pass

    Derivative designated as a hedge

    2

    45

    1.0023

    -0.997

    0.9995

    88,389.51

    42

    4.07

    Pass

    Pass

    Pass

    Derivative designated as a hedge

    6

    45

    254.34

    -0.634

    0.7308

    215.50

    42

    4.07

    Fail

    Fail

    Pass

    Derivative not designated as a hedge

    63

    45

    244.71

    -0.882

    0.5581

    55.01

    42

    4.07

    Pass

    Fail

    Pass

    Derivative not designated as a hedge

    97

    45

    169.22

    -1.019

    0.7700

    144.07

    42

    4.07

    Pass

    Fail

    Pass

    Derivative not designated as a hedge

     SAB = Similar Asset Bucket

Attachment B, Page 1

Huntington Bancshares Incorporated

Response to SEC, dated June 8, 2006

Installment Loans Similar Assets Test

    (1)

    (2)

    (3)

    (4)

    (5)

    (6)

    (7)

    (8)

    (9)

    (10)

    (11)

    (12)

    (13)

    (14)

    (15)

    Average Price after

    Loan Portfolio

    Loan Portfolio

    100 basis point

    Loan Portfolio

    # of Loans

    Principal

    Duration

    Net WAC

    WAL

    Market Value

    Average price

    shock

    Change

    Loan Max Change

    Loan Min Change

    Loan Max Change %

    Loan Min Change %

    Loan Max Change Test

    Loan Min Change Test

    932

    7,180,276

    0.89

    6.77

    0.94

    7,359,201

    102.49

    103.40

    0.89
    %

    0.96
    %

    0.81
    %

    107.46
    %

    91.17
    %

    Pass

    Pass

    101.58

    -0.89
    %

    -0.96
    %

    -0.81
    %

    107.46
    %

    91.17
    %

    Pass

    Pass

    (1)

    Number of

May 18, 2006

Mail Stop 4561

Mr. Thomas E. Hoaglin
Chairman, President, Chief Executive Officer, and Director
Huntington Bancshares Incorporated
41 S. High Street
Columbus, Ohio 43287
Via Mail and Facsimile (614) 480-5485

Re: Huntington Bancshares Incorporated
 Form 10-K for Fiscal Year Ended December 31, 2005
 Form 10-Q for Fiscal Quarter Ended March 31, 2006
 File No. 0-2525

Dear Mr. Hoaglin:

We have reviewed your letter filed on May 1, 2006 and have the following
comments.

Form 10-K for the Fiscal Year Ended December 31, 2005

Note 21, Derivative Financia l Instruments, page 127

1. We note your response to comment 10 of our letter dated April 13, 2006 that you
have used the short-cut method for hedgi ng subordinated debt (but not junior
subordinated debt held by trusts issuing equity  certificates or “trust  preferred” debt).
Please tell us whether any subordinated debt  has interest or other payment deferral
options and if so, how you account for the hedge along with the specific guidance
relied upon in making your determination.

2. Your response indicates that  you use a “quantitative mode l” to assess effectiveness
for both your fair value and cash flow hedges.   Please provide us with a more robust
discussion of the specific model or models used to assess effectiveness both at
inception and on an on going basis and the au thoritative literature you relied upon in
determining that the use of each specific model is appropriate.

3. We note you determined that your fair value hedges of certain mo rtgage loan sale
commitments were expected to be highly e ffective over the period while the loan is
held for sale.  In accordance with SFAS133 Implementation Issue F-11, please more clearly define for us the designate d hedge period over which you intend to
prospectively assess effectiveness as stat ed in your documented risk management

Mr. Thomas E. Hoaglin
Huntington Bancshares Incorporated
May 18, 2006 Page 2
strategy with this hedging relationship.  Pl ease provide us with a sample of this
documentation.

4. We note your response to comment 9 and A ttachment A in response to our letter
dated April 13, 2006.  In Attachment A you de fine the terms of the hedged item as
specifically identified fixed rate installment loans issued by The Huntington Bank.  Please clarify whether you are hedging individu al loans or a  portfolio of loans.  If
you are hedging a portfolio of loans, please provide us with a comprehensive analysis
explaining how you apply SFAS 133 Implem entation Issue F11 to these hedging
relationships.  Provide us with an exam ple demonstrating how you determine that a
pool of installment loans satisfy the re quirements of paragraph 21(a)1 of SFAS 133
regarding the grouping of similar assets and how the documented hedging strategy
meets the requirements of paragraph 20(b) of SFAS 133.

5. We note your response to comment 9 and A ttachment B in response to our letter
dated April 13, 2006 related to your comme rcial loans cash flow hedge.  In
Attachment B you define the terms of th e hedged item as specifically identified
payments on pools of variable rate loans i ssued by Huntington.  Please tell us how
you document the forecasted cash flows with sufficient specificity such that when the transaction occurs it is clear whether th at transaction is or is not the hedged
transaction.  Refer to SFAS Implementation Issue G13.

*****

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

You may contact Ben Phippen, Staff Accountant, at (202) 551-3697 or me at
(202) 551-3490 if you have questions.

       S i n c e r e l y ,

Donald A. Walker
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

    Huntington Bancshares Incorporated

Huntington Center

    41 South High Street

    Columbus, Ohio 43287

    Donald R. Kimble

    Executive Vice President, Chief Financial Officer & Controller

    614.480.5240

    614.480.5284 Facsimile

May 1, 2006

Via EDGAR

Donald A. Walker

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

cc: Benjamin Phippen – Staff Accountant

cc: Tim Geisecker – Staff Attorney

    Re:

    Huntington Bancshares Incorporated

    Form 10-K for the Fiscal Year Ended December 31, 2005

    SEC File No. 0-2525

Dear Mr. Walker:

               We are in receipt of the letter from the Staff of the Securities and Exchange Commission,
dated April 13, 2006, regarding our annual report on Form 10-K for the fiscal year ended December
31, 2005 (the “Report”). 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, December 31, 2005

Part I, Item 1: Business, page 3

    1.

    You state on page 3 of Part I that you incorporate your lines of business from your
Annual Report, but the front page of your Form 10-K omits inclusion of Part I as one of
the sections of the Form 10-K that incorporates information by reference. Please revise
and refer to the instructions of Form 10-K and Rule 12b-23 of the Exchange Act.

    Management’s Response:

We will amend our Form 10-K to include, on the front page, Part I as one of the sections of
the Form 10-K that incorporates information by reference.

Donald A Walker

May 1, 2006

Page 2

    2.

    While we note that you refer the investor to your Annual Report on page 3, the discussion
of your lines of business in the section on Management’s Discussion and Analysis of
Financial Condition and Results of Operation concentrates on the finances and does not
provide a narrative description of your business. Please revise to conform with Item
101(c) of Regulation S-K.

    Management’s Response:

We have reviewed Item 101(c) of Regulation S-K and believe that the disclosures in our MD&A
on pages 71 through 90 of our annual report comply with the requirements. Please see,
specifically, the narrative discussion of the objectives, strategies and priorities of our
Regional Banking line of business on page 73; the narrative discussion of the objectives,
strategies and priorities of our Dealer Sales line of business on page 78; and the
narrative discussion of the objectives, strategies and priorities of our Private Financial
and Capital Markets Group line of business on page 83. Each of these lines of business
sections provides a narrative description of the principal products and services as well as
the principal markets for, and methods of distribution of, the line of business’ products
and services. In addition, where material, competitive conditions and methods of
competition are identified. Tables 30, 31, and 32 provide financial information about each
line of business, such as the amount of total revenue and revenue by product/service type
contributed by each line of business for each of the last three years as required by Item
101(c) of Regulation S-K. The amount and percentage of year over year change is also
indicated. These tables also set forth the performance metrics, credit quality
information, number of employees, and supplemental data relevant to each line of business.
The other information requested in Item 101(c) of Regulation S-K is either not applicable
or not material to our lines of business.

    3.

    We note your discussion regarding the regulations to which you are subject and the
various governmental authorities to which you report; however, this discussion does not
provide a description of your business but rather the rules under which you operate. For
example, you state on page 6 that “financial institutions are required to maintain a
risk-based ratio of 8% with 4% being Tier 1 capital,” yet the disclosure omits whether or
not you comply with this requirement. Please revise to disclose your performance or
compliance with such rules.

    Management’s Response:

The primary purpose for including the information set forth under the heading “Regulatory
Matters” in Part I, Item 1 of our 2005 Form 10-K is to provide the reader with information
about the various regulations to which we are subject and the governmental authorities to
which we report. We believe this information is important to an understanding of our
business taken as a whole. In an attempt to reduce repetition in an already lengthy
document, we did not include certain company-related disclosures in Part I, Item 1 where
such disclosures were contained in, or incorporated by reference to, other sections of the
Form 10-K.

    The “Regulatory Matters” section organizes the applicable regulations by subject matter
subtitles. We list below those subtitles and identify where the company-related
information, if material, can be found in our Form 10-K or, if incorporated by reference,
in our 2005 Annual Report to Shareholders (page references are to pages in the Form 10-K
unless otherwise indicated):

Donald A Walker

May 1, 2006

Page 3

    Subtitle

    Location of Company-specific Information

    General

    Company-specific information is included
under this subtitle (page 4).

    Holding Company Structure

    Company-specific information about our
structure and the applicability of the
source of strength doctrine,
subordination provisions, assessment
provisions, and the new rating system is
included under this subtitle (pages
4-5); company-specific information about
affiliate transaction restrictions is
contained in Note 23 of the Notes to
Consolidated Financial Statements (page
131-132 of our Annual Report to
Shareholders).

    Dividend Restrictions

    Company-specific information is included
under this subtitle (page 5).

    FDIC Insurance

    Company-specific information is included
under this subtitle (page 5-6).

    Capital Requirements

    Company-specific information about our
capital ratios is included under the
heading “Capital” and in Table 28 of the
Company’s MD&A (page 70 of our Annual
Report to Shareholders) and in Note 23
of the Notes to Consolidated Financial
Statements (page 131-132 of our Annual
Report to Shareholders).

    Prompt Corrective Action

    We disclose that we and the Bank are
well capitalized under this subtitle
(page 7); company-specific information
about our brokered deposits is included
under this subtitle (page 7); additional
Company-specific information about our
capital ratios is included under the
heading “Capital” and in Table 28 of the
Company’s MD&A (page 70 of our Annual
Report to Shareholders) and in Note 23
of the Notes to Consolidated Financial
Statements (page 131-132 of our Annual
Report to Shareholders).

    Financial Holding Company Status

    We state that we qualify as a financial
holding company under the “General”
subtitle (page 4); the information under
this subtitle is intended to describe
what it means to so qualify.

    USA Patriot Act

    Company-specific information about the
impact of this law on us is included in
our risk factors under the heading
“Non-compliance with USA Patriot Act,
Bank Secrecy Act, or other laws and
regulations could result in fines or
sanctions.” (page 14).

    Customer Privacy and Other
Consumer Protections

    Company-specific information is included
under this subtitle (page 8).

    Sarbanes-Oxley Act of 2002

    Company-specific information is included
in Item 9A (page 18) which also
incorporates by reference information
from other sections of our 2005 Annual
Report to Shareholders.

    Recent Regulatory Developments

    To the extent known, the impact of the
regulatory developments described under
this subtitle is included under this
subtitle (page 9).

    We believe that all of the material information about the Company and the impact of the
various regulations on us is included or incorporated by reference in the Form 10-K under
headings such that an interested reader can easily find the information. However, we will
enhance our disclosures in future filings either by including or expanding the
company-specific information under the appropriate subtitle of the “Regulatory Matters”
section or by more clearly cross-referencing the place where the information may be found.

Donald A Walker

May 1, 2006

Page 4

Available Information, Page 9

    4.

    Please revise to correctly state the new location of the SEC’s Public Reference Room.

    Management’s Response:

We correctly stated the location of the SEC’s Public Reference Room on page 22 of our Form 10-K when referring to the list of exhibits required to be
filed with the report and we also provided correct website addresses for both the SEC and Huntington so we believe that readers of the report will be
able to obtain copies of documents we incorporated by reference if they desire. We will correct the location of the SEC’s Public Reference Room in the
“Available Information” section of our Form 10-K in future filings.

Management’s Discussion and Analysis

Loan and Lease Portfolio, page 53

    5.

    We note your disclosure on page 116 that you have a significant amount of home equity
loan products, some of which are interest only loans. Please tell us, and in future
filings disclose the approximate amount and percentage of interest only loans as of the
end of each reporting period.

    Management’s Response:

The amount disclosed as home equity in our loan portfolio consisted of:

    •

    Home equity loans ($1.1 billion, or 4.6% of total loans, at 12/31/05 and $0.9
billion, or 3.8% of total loans, at 12/31/04) with fixed payments (principal and
interest) and amortization schedules and

    •

    Home equity lines of credit ($3.5 billion, or 14.4% of total loans, at 12/31/05
and $3.7 billion, or 15.7% of total loans, at 12/31/04) that are interest only.

    Additionally, we had approximately $0.8 billion of loans, or 3.3% of total loans in the
residential mortgage portfolio that are interest only at 12/31/05 ($0.7 billion, or 2.7% of
total loans at 12/31/04). We will enhance future filings to disclose the amount of home
equity balances that are interest only.

    6.

    Based on your response to our comment above, if you determine that your interest only
loans are material, please tell us, and in future filings disclose:

    •

    The significant terms of your interest only loan products, including underwriting
standards, maximum loan to value ratios and how credit management monitors and
analyzes key features, such as loan to value ratios and negative amortization;

    •

    The amount of loans that experienced negative amortization during the period and
the amount of the increase in the loan balance resulting from the negative
amortization; and

    •

    Your policy for placing loans on non-accrual status when the loan’s terms allow for
a minimum monthly payment less than interest accrued on the loan and the impact of
this policy on the nonperforming loan statistics disclosed.

    Management’s Response:

Huntington’s interest only residential mortgage loans are underwritten to specific
standards including minimum FICO scores, stressed debt/income ratios and extensive
collateral evaluation. Huntington’s interest only home equity lines of credit are
underwritten to specific criteria based on minimum FICO scores, debt/income ratios and
loan-to-value ratios.

    As discussed in footnote 6 on page 116 of our Annual Report to Shareholders, Huntington
does not offer or purchase home equity loans where the loan to value ratios exceed 100% or
that permit negative amortization. As disclosed on page 55 of our Annual Report to
Shareholders under

Donald A Walker

May 1, 2006

Page 5

    “Non-Performing Assets (NPAs),” residential mortgages and home equity lines and loans are
placed on non-accrual status when the loans are 210 days or more past due as to interest,
regardless of collateral.

    In future filings, we will enhance our disclosures in the “Consumer Credit” portion of our
“Credit Risk” section of our Management’s Discussion and Analysis. Please see our response
to your comment 7, below, for our proposal of this enhanced disclosure.

    7.

    If material, please tell us, and in future filings expand your credit risk discussion
to include risk mitigation activities used to reduce credit risk exposure related to your
interest only home equity loans.

    Management’s Response:

We will enhance our future filings to include a discussion of the credit underwriting for
our interest only loans. We will also discuss our interest only loans providing the
historical context to understand how these loans relate to, and affect the risk of the
overall loan portfolio. The following is our proposed enhanced disclosure, with new
narrative discussion underlined:

    Consumer Credit

     Consumer credit approvals are based on, among other factors, the financial strength of
the borrower, type of exposure, and the transaction structure. Consumer credit decisions
are generally made in a centralized environment utilizing decision models. There is also
individual credit authority granted to certain individuals on a regional basis to preserve
our local decision-making focus. Each credit extension is assigned a specific
probability-of-default and loss-in-event-of-default. The probability-of-default is
generally a function of the borrower’s credit bureau score, while the
loss-in-event-of-default is related to the type of collateral and the loan-to-value ratio
associated with the credit extension.

     Home equity lines and loans consist of both first and second position collateral
with underwriting criteria based on minimum FICO credit scores, debt/income ratios, and
loan-to-value ratios. We offer a closed-end, home equity loan with a fixed rate and level
monthly payments and a variable-rate, interest only home equity line of credit. At March
31, 2006, we had $1.1 billion of home equity loans and $3.5 billion of home equity lines of
credit. The average loan-to-value ratio of our home equity portfolio (both loans and
lines) was 80% at March 31, 2006. We do not originate home equity loans or lines that (a)
allow negative amortization, (b) have a loan-to-value ratio at origination greater than
100%, or (c) which are “options ARMs,” that is, which can be adjustable rate at the option
of the customer. Home equity lines of credit generally have variable rates of interest and
do not require payment of principal during the 10 year revolving period of the line. Home
equity loans are generally fixed rate with periodic principal and interest payments.
During the first quarter of 2006, we originated $320 million of home equity lines. The
lines of credit originated during the quarter had a weighted average loan-to-value ratio of
75% and a weighted average FICO score of 736. Similarly, we originated $148 million of
home equity loans in the first quarter 2006 with a weighted average loan-to-value ratio of
58% and a weighted average FICO score of 726.

     At March 31, 2006, we had $4.6 billion of residential real estate loans.
Adjustable rate mortgages, primarily mortgages that have a fixed rate for the first 3 to 5
years and then adjust annually, comprised 65% of this portfolio. We do not originate
residential mortgage loans that (a) allow negative amortization, (b) have a loan-to-value
ratio at origination greater than 100%, or (c) which are “options ARMs,” that is, which can
be adjustable rat

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      April 13, 2006

Mail Stop 4561

Mr. Thomas E. Hoaglin
Chairman, President, Chief Executive Officer, and Director
Huntington Bancshares Incorporated
41 S. High Street
Columbus, Ohio 43287
Via Mail and Facsimile (614) 480-5485

Re:	Huntington Bancshares Incorporated
	Form 10-K for Fiscal Year Ended December 31, 2005
	File No. 0-2525

Dear Mr. Hoaglin:

      We have reviewed your filing and have the following
comments.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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, December 31, 2005
Part I, Item 1:  Business, page 3
1. You state on page 3 of Part I that you incorporate your lines
of
business from your Annual Report, but the front page of your Form
10-
K omits inclusion of Part I as one of the sections of the Form 10-
K
that incorporates information by reference.  Please revise and
refer
to the instructions of Form 10-K and Rule 12b-23 of the Exchange
Act.

2. While we note that you refer the investor to your Annual Report
on
page 3, the discussion of your lines of business in the section on
Management`s Discussion and Analysis of Financial Condition and
Results of Operation concentrates on finances and does not provide
a
narrative description of your business.  Please revise to conform
with Item 103(c) of Regulation S-K.
3. We note your discussion regarding the regulations to which you
are
subject and the various governmental authorities to which you
report;
however, this discussion does not provide a description of your
business but rather the rules under which you operate.  For
example,
you state on page 6 that "financial institutions are required to
maintain a risk-based ratio of 8%, with 4% being Tier 1 capital,"
yet
the disclosure omits whether or not you comply with this
requirement.
Please revise to disclose your performance or compliance with such
rules.

Available Information, page 9
4. Please revise to correctly state the new location of the SEC`s
Public Reference Room.

Management`s Discussion and Analysis

Loan and Lease Portfolio, page 53
5. We note your disclosure on page 116 that you have a significant
amount of home equity loan products, some of which are interest
only
loans.  Please tell us, and in future filings disclose the
approximate amount and percentage of interest only loans as of the
end of each reporting period.
6. Based on your response to our comment above, if you determine
that
your interest only loans are material, please tell us, and in
future
filings disclose:

* the significant terms of your interest only loan products,
including underwriting standards, maximum loan to value ratios and
how credit management monitors and analyzes key features, such as
loan to value ratios and negative amortization;
* the amount of loans that experienced negative amortization
during
the period and the amount of increase in the loan balance
resulting
from the negative amortization; and
* your policy for placing loans on non-accrual status when the
loan`s
terms allow for a minimum monthly payment less than interest
accrued
on the loan and the impact of this policy on the nonperforming
loan
statistics disclosed.

7. If material, please tell us, and in future filings expand your
credit risk discussion to include risk mitigation activities used
to
reduce credit risk exposure related to your interest only home
equity
loans.

Consolidated Financial Statements

Note 18. Income Taxes, page 122
8. We note in your disclosure on page 123 that you have a deferred
tax asset valuation allowance equal to your capital loss carry-
forward for the year ended December 31, 2005. Please provide us
with
the analysis you performed that led you to conclude that it is
more
likely than not that this capital loss carry-forward will not be
realized. In preparing your response please address tax-planning
strategies considered in determining the amount of the valuation
allowance required.  Refer to the authoritative guidance included
in
paragraph 17(e) and 22 of SFAS 109.

Note 21. Derivative Financial Instruments, page 127
9. For each type of hedging relationship, please tell us how you
determined that they met the criteria for hedge accounting
pursuant
to paragraphs 20, 21, 28 and 29 of SFAS 133.  Specifically address
the following for each type of hedging relationship for each
period
presented:

* the nature and terms of the hedged item or transaction;
* the nature and terms of the derivative instruments;
* the specific documented risk being hedged;
* the type of SFAS 133 hedge (fair value, cash flow, etc.); and
* the quantitative measures you use to assess effectiveness of
each
hedge both at inception and on an ongoing basis.
10. For each period presented, please tell us whether you use the
short-cut method or matched terms for assuming no ineffectiveness
for
any of your hedging relationships that qualify for hedge
accounting
treatment under SFAS 133.  If so, please tell us how you determine
that the hedging relationship meets each of the conditions in
paragraph 68 or 65 of SFAS 133.

*****

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Detailed letters greatly facilitate our

review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain 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 Benjamin Phippen, Staff Accountant at (202)
551-
3697 or me at (202) 551-3490 if you have any questions.

Sincerely,

Donald A. Walker
Senior Assistant Chief Accountant

Thomas E. Hoaglin
Huntington Bancshares Incorporated
April 13, 2006
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

							October 7, 2005

Mail Stop 4561

Mr. Thomas E. Hoaglin
Chairman, President, Chief Executive Officer, and Director
Huntington Bancshares Incorporated
21 S. High Street
Columbus, Ohio 43287

Re:	Huntington Bancshares Incorporated
      Form 10-K for Fiscal Year Ended December 31, 2004
      Form 10-Q for Fiscal Quarter Ended March 31, 2005
      Form 10-Q for Fiscal Quarter Ended June 30, 2005
      File No. 0-2525

Dear Mr. Hoaglin:

	We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

							Sincerely,

							Donald A. Walker
Senior Assistant Chief Accountant

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

Huntington Bancshares Incorporated

Huntington Center

41 South High Street

Columbus, Ohio 43287

Donald R. Kimble

Executive Vice President, Chief Financial Officer & Controller

614.480.5240

614.480.5284 Facsimile

September 23, 2005

Via EDGAR

Donald A. Walker

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

cc: Benjamin Phippen — Staff Accountant

    Re:

    Huntington Bancshares Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2004

Form 10-Q for Fiscal Quarter Ended March 31, 2005

Form 10-Q for Fiscal Quarter Ended June 30, 2005

SEC File No. 0-2525

Dear Mr. Walker:

     We are in receipt of the letter from the Staff of the Securities and Exchange Commission,
dated September 9, 2005, regarding our annual report on Form 10-K for the fiscal year ended
December 31, 2004 and our quarterly reports on Form 10-Q for the fiscal quarters ended March 31,
2005 and June 30, 2005 (the “Reports”). 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, December 31, 2004

Business Risks — (4) Operation Risks, page 14

    1.

    We note your disclosure on page 14 that you agreed to take certain corrective actions
within a 180 day period as a result of regulatory, supervisory and examination activities.
Please tell us:

    •

    the status of your corrective actions;

    •

    whether there has been any change in your expectations regarding potential
loss of GLB Procedures and Powers;

    •

    known impacts as a result of any non-compliance; and

    •

    the impact, if any, on your determination of the allowance and provision
for loan and lease losses

Management’s response:

In response to the Staff’s comment, the Staff is supplementally advised that, with respect
to each of the items above:

Donald A Walker

September 23, 2005

Page 2

    •

    The corrective actions the Company has agreed to take with respect to satisfying
the financial holding company requirements are the same corrective actions required by
the formal written agreements with the Company’s banking regulators, copies of which
have been filed by the Company as exhibits 99.2 and 99.3 to its Form 8-K, dated March
2, 2005. Management continues to implement its comprehensive action plan in response
to the formal written agreements, and believes that these matters are being addressed
fully and comprehensively.

    •

    Since the Company is still within the compliance period (as extended) and
Management continues to anticipate successfully addressing the formal regulatory
agreements within the necessary period, there has been no change in Management’s
expectations regarding potential loss of GLB Procedures and Powers.

    •

    Except for the limitations on prospective activities and investments as described
in the Company’s public filings with the SEC, the restrictions applicable to new
activities and new investments pursuant to the GLB Procedures and Powers during the
compliance period have not had a material impact on the Company’s consolidated
business. Furthermore, if the Company were to lose the GLB Procedures and Powers due
to the failure to take the necessary corrective actions, such loss is not expected to
be material to the Company’s consolidated business.

    •

    The restrictions applicable to the GLB Procedures and Powers during the compliance
period have not had any impact on Management’s determination of the allowance and
provision for loan and lease losses. Additionally, the Company’s banking regulators
have not raised any concerns about the methodology for estimating levels of the
allowance and provision for loan and lease losses.

Consolidated Financial Statements

Consolidated Statement of Cash Flow, page 99

    2.

    In light of the large increase in trading account securities in fiscal year 2004,
please:

    •

    identify the source of these trading account securities i.e., purchases,
transfers from other categories of investments, etc.;

    •

    if applicable, tell us how you determined that transfers into or from the
trading account were rare; and

    •

    if applicable, quantify the unrealized holding gain or loss recognized in
net income for each period presented for any securities transferred into the trading
category.

In preparing your response, please consider paragraph 15 of SFAS No. 115.

Management’s response:

In response to the Staff’s comment, the Staff is supplementally advised that all securities
held in the trading portfolio at December 31, 2004 and throughout fiscal 2004 were
purchased from third parties, except for the transfer of $50 million of US Treasury
securities from the available for sale portfolio to the trading portfolio in the second
quarter of 2004, as described below:

    •

    On April 1, 2004, $50 million of US Treasury securities were purchased
and designated as available for sale.

    •

    On May 7, 2004, the securities were transferred to the trading
portfolio. The unrealized loss at the time of transfer of $2.9 million was
recognized as “Securities gains (losses)” within noninterest income.

    •

    On May 17, 2004, the securities were sold out of the trading
portfolio. During the time that the securities were in the trading portfolio, a
total loss was recognized (in addition to the loss recognized upon transfer) of
$0.8 million within noninterest income.

The transfer reflected a change in strategy to manage the Company’s exposure to changes in
interest rates that arises from the Company’s mortgage servicing rights, which was
discussed in Factor 3 of the “Significant Factors Influencing Financial Performance
Comparisons” within Results of Operations in the Management’s Discussion and Analysis
portion of the 2004 Annual Report to Shareholders.

Donald A Walker

September 23, 2005

Page 3

Note 1. Significant Accounting Policies — Securities, page 100

    3.

    We note that your investment securities are stated at fair value at both December 31,
2004 and 2003. We also note your footnote disclosures on page 100 that investment
securities include securities designated as available for sale, non-marketable equity
securities, and securities held to maturity. Please confirm that you do not hold
investment securities held to maturity and revise disclosures in future filings to
properly reflect the specific components of your investment securities.

    Management’s response:

In response to the Staff’s comment, the Staff is supplementally advised that the Company’s
investment securities were comprised of the following portfolios at December 31, 2004 and
2003, respectively.

    December 31, 2004

    December 31, 2003

    (dollars in thousands)

    Amount

    %

    Amount

    %

    Securities available for sale

    $
    4,152,173

    98.30
    %

    $
    4,845,502

    97.95
    %

    Non-marketable equity securities

    84,756

    1.62
    %

    79,730

    2.00
    %

    Securities held to maturity

    2,016

    0.08
    %

    3,828

    0.05
    %

    Total Investment Securities

    $
    4,238,945

    100.00
    %

    $
    4,929,060

    100.00
    %

For the Annual Report on Form 10-K for the fiscal year ended December 31, 2004, Management
decided to discontinue the separate disclosure of securities held to maturity on the
Company’s balance sheet and instead to combine these securities with non-marketable equity
securities (outside the scope of SFAS 115) and the securities available for sale under the
caption “Investment Securities.” In reaching this decision, Management considered both the
quantitative and qualitative immateriality of the “held-to-maturity” securities balance.
The securities that were designated as held to maturity were accounted for at their
historical cost, in accordance with SFAS 115 throughout 2004. The securities held to
maturity were reported as a component of “other securities” in the Company’s footnote 3 on
page 107 of its 2004 Annual Report to Shareholders. In the first quarter of 2005, the
Company sold $1.5 million of its securities held to maturity at a gain of less than $50
thousand and transferred the remaining $0.4 million to the available for sale category. At
the time of transfer, the securities had an unrealized gain of $993.16, which was
recognized in other comprehensive income.

In future filings for 2005, the Company will enhance its disclosures to quantify the amount
of securities held to maturity (and the market value of those securities) in the comparable
periods presented.

Donald A Walker

September 23, 2005

Page 4

Note 6. Allowances for Credit Losses, page 112

    4.

    Total impaired loans totaled $81,171 million, $54,853 million and $94,550 million for
the three years ended December 31, 2004. The totals of impaired loans to which specific
reserves were not assigned at each respective year end were $29,296 million, $0 and $2,972
million, respectively. Please tell us how you determined that there was no need to assign
a specific reserve to a significant portion of your total impaired loan balance in the
current year, unlike preceding years.

    Management’s response:

In response to the Staff’s comment, Management notes the following about the Company’s
impaired loan disclosures in its 2004 Annual Report to Shareholders (footnote 6 on page
112) as of December 31 for each of the years presented below:

    (in thousands of dollars)

    2004

    2003

    2002

    Recorded Balance of Impaired loans, at end of year:

    With specific reserves

    $
    51,875

    $
    54,853

    $
    91,578

    With no specific reserves

    29,296

    —

    2,972

    Total

    $
    81,171

    $
    54,853

    $
    94,550

In response to the Staff’s comment, the Staff is supplementally advised that there was no
change in the methodology for estimating the allowance or provision for loan losses as it
relates to impaired loans during these periods. There are reasons, cited within the
Management’s Discussion and Analysis section, for the reduced need for specific reserves on
impaired loans at the end of 2004. The material reasons are explained in the “Significant
Factors Influencing Financial Performance Comparisons” within Results of Operations in the
Management’s Discussion and Analysis portion (pages 32 to 35) of the 2004 Annual Report to
Shareholders. These factors have contributed to improvements in credit quality, as
measured by the level of non-performing assets and net charge offs as of December 31 for
each of the years presented in the following table:

    (in thousands of dollars)

    2004

    2003

    2002

    Non-performing loans

    $
    63,962

    $
    75,481

    $
    128,069

    Net charge offs

    78,535

    161,809

    196,912

The $29.3 million of impaired loans with no specific reserves assigned at December 31, 2004
represent loans where the Company expects to receive all payments that are contractually
due, but not at the times when the payments are contractually due. With the transition
from a weak economic environment in 2002 and 2003 to a slowly recovering economic
environment in 2004, the expected shortfall between (a) payments that would be expected and
(b) the contractual amount of payments due was lower in 2004 than in previous years.
Additionally, Management looks to any loan collateral to offset expected shortfalls in the
receipt of contractual payments. Where the collateral is sufficient, the loan is
considered to be impaired, but no specific reserve is required. The improving economy in
2004 reduced the magnitude of payment shortfalls and often increased the values of loan and
lease collateral, leading to comparatively more impaired loans where no specific reserves
were required.

    5.

    Please tell us why your middle market commercial and industrial loans and leases had
almost no charge offs in 2004.

    Management’s response:

There are several reasons for the very low level of middle market commercial and industrial
(“C&I”) net charge offs in 2004. Most of these are explained in the “Significant Factors
Influencing Financial Performance Comparisons” within Results of Operations in the

Donald A Walker

September 23, 2005

Page 5

Management’s Discussion and Analysis portion (pages 32 to 35) of the 2004 Annual Report to
Shareholders. Among these reasons included a transition from a weak economic environment
in 2002 and 2003 to a slowly recovering economic environment in 2004 (Factor 2); Management
strategies to lower the overall credit risk profile of the balance sheet (Factor 4); and a
single, large commercial recovery recorded in 2004 (Factor 8). There was no change in the
methodology for determining when to record a loan or lease charge off and no change in the
methodology for determining the amount of loan or lease charge offs during this period.

Table 15, on page 53 of the Company’s 2004 Annual Report to Shareholders, discloses the
gross charge offs and gross recoveries of middle market commercial and industrial loans and
leases for each of the five years ended December 31, 2004. This table indicates that in
2004, gross charge offs of middle market commercial and industrial loans and leases were
$21.1 million and gross recoveries of middle market commercial and industrial loans and
leases were $19.2 million. Gross charge offs of middle market commercial and industrial
loans and leases declined (improved) $65.1 million from the same levels in 2003, while
gross recoveries of middle market commercial and industrial loans and leases increased
(improved) $8.8 million.

The following table illustrates that the decline in the Company’s net charge off rate was
consistent with declines that other large bank holding companies were experiencing during
the same three years. Adjusting for a large, single commercial recovery in 2004 (see
Factor 8 in the “Significant Factors Influencing Financial Performance Comparisons” within
Results of Operations in the Management’s Discussion and Analysis portion of the 2004
Annual Report to Shareholders), the middle market net charge offs are within the range
(albeit at the high end) that Management has disclosed as its long-term net charge off
ratio target for middle market C&I loans (see page 54 of the 2004 Annual Report to
Shareholders).

    Net charge off rates:

    2004

    2003

    2002

    Top 100 banks*

    0.50
    %

    1.36
    %

    1.92
    %

    Huntington (reported)

    0.04
    %

    1.64
    %

    2.18
    %

    Huntington (adjusted)

    0.29
    %

    1.64
    %

    2.18
    %

*Source: Federal Reserve Board non-seasonally adjusted charge off rates for C&I loans.

A reconciliation of Huntington’s reported net charge off rate to Huntington’s adjusted net
charge off rate in 2004 is as follows:

    Middle-market commercial & industrial loans/leases

    (in thousands of dollars)

    Net charge offs

    Average loans

    Ratio

    Reported

    $
    1,920

    $
    4,456,000

    0.04
    %

    Single significant recovery

    11,100

    —

    N/A

    Adjusted

    $
    13,020

    $
    4,456,000

    0.29
    %

Donald A Walker

September 23, 2005

Page 6

     The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the
disclosures contained in the above-referenced filings;

    •

    Staff comments contained in this letter or changes to disclosures in
future filings in response to Staff comments do not foreclose the Commission from
taking any action with respect to the above-refere

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      September 12, 2005

Mail Stop 4561

Mr. Thomas E. Hoaglin
Chairman, President, Chief Executive Officer, and Director
Huntington Bancshares Incorporated
41 S. High Street
Columbus, Ohio 43287

Re:	Huntington Bancshares Incorporated
	Form 10-K for Fiscal Year Ended December 31, 2004
	Form 10-Q for Fiscal Quarter Ended March 31, 2005
	Form 10-Q for Fiscal Quarter Ended June 30, 2005
	File No. 0-2525

Dear Mr. Hoaglin:

      We have reviewed your filing and have the following
comments.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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, December 31, 2004:

Business Risks - (4) Operation Risks, page 14

1. We note your disclosure on page 14 that you agreed to take
certain
corrective actions within a 180 day period as a result of
regulatory,
supervisory and examination activities.  Please tell us:
* the status of your corrective actions;

* whether there has been any change in your expectations regarding
potential loss of GLB Procedures and Powers;
* known impacts as a result of any non compliance; and
* the impact, if any, on your determination of the allowance and
provision for loan and lease losses.

Consolidated Financial Statements

Consolidated Statements of Cash Flow, page 99

2. In light of the large increase in trading account securities in
fiscal year 2004, please:
* identify the source of these trading account securities i.e.,
purchases, transfers from other categories of investments, etc.;
* if applicable, tell us how you determined that transfers into or
from the trading account were rare; and
* if applicable, quantify the unrealized holding gain or loss
recognized in net income for each period presented for any
securities
transferred into the trading category.
In preparing your response, please consider paragraph 15 of SFAS
No.
115.

Note 1. Significant Accounting Policies - Securities, page 100

3. We note that your investment securities are stated at fair
value
at both December 31, 2004 and 2003.  We also note your footnote
disclosure on page 100 that investment securities include
securities
designated as available for sale, non-marketable equity
securities,
and securities held to maturity.  Please confirm that you do not
hold
investment securities held to maturity and revise disclosures in
future filings to properly reflect the specific components of your
investment securities.
Note 6. Allowances For Credit Losses, page 112

4. Total impaired loans totaled $81,171 million, $54,853 million
and
$94,550 million for the three years ended December 31, 2004.  The
totals of impaired loans to which specific reserves were not
assigned
at each respective year end were $29,296 million, $0 and $2,972
million, respectively.  Please tell us how you determined that
there
was no need to assign a specific reserve to a significant portion
of
your total impaired loan balance in the current year, unlike
preceding years.

5. Please tell us why your middle market commercial and industry
loans and leases had almost no charge offs in 2004.

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Detailed letters greatly facilitate our review.  Please understand
that we may have additional comments after reviewing your
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain 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 Benjamin Phippen, Staff Accountant at (202)
551-
3697 or me at (202) 551-3490 if you have any questions.

Sincerely,

Donald A. Walker
Senior Assistant Chief Accountant

Thomas E. Hoaglin
Huntington Bancshares Incorporated
September 9, 2005
Page 1

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</DOCUMENT>