S-8

As filed with the Securities and Exchange Commission on September __, 2009

Registration No. 333 - _________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HUNTINGTON BANCSHARES INCORPORATED

(Exact name of Registrant as specified in its charter)

Maryland
(State or other jurisdiction
of incorporation or organization) 31-0724920
(I.R.S. Employer
Identification No.)

Huntington Center
41 South High Street
Columbus, Ohio 43287
(Address, including zip code, of principal executive offices)

Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares
Incorporated Directors
(Full title of the Plan)

Richard A. Cheap, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
614/480-8300
(Name, address, and telephone number,
including area code, of agent for service)

Copies of Correspondence to:
Mary Beth M. Clary, Esq.
Erin F. Siegfried, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

Calculation of Registration Fee

			Proposed Maximum		Proposed Maximum
	Amount to be		Offering Price Per		Aggregate Offering		Amount of
Title of Securities to be registered	Registered (1)		Share (2)		Price (2)		Registration Fee
Common Stock, $0.01 par value, to be issued under the Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors		800,000	$	4.04	$	3,232,000	$	180.35

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933 (the “Securities Act”), this Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock that become issuable under the Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors by reason of any future stock dividends, stock splits or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, based upon the average of the high and low sales prices of our Common Stock as reported on the Nasdaq Global Select Market as of September 2, 2009.

INTRODUCTION

     A total of 290,647 shares of our common stock, as adjusted for stock dividends and stock splits, were registered in connection with the Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors by Form S-8 Registration Statement, Registration No. 33-41774 (the “1991 Form S-8”). The Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors was amended by a First Amendment dated May 17, 2000. We are registering additional shares of common stock for issuance under the Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors, as amended. The contents of the 1991 Form S-8 relating to the Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors are incorporated herein by reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information concerning the Plan specified in Part I will be sent or given to Plan participants as specified by Rule 428(b)(1). Such documents are not filed as part of this Registration Statement in accordance with the Note to Part I of the Form S-8 Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

     The following documents previously filed by us with the SEC are incorporated by reference:

1.	Annual Report on Form 10-K for the fiscal year ended December 31, 2008;
2.	Proxy Statement dated March 10, 2009, in connection with our 2009 Annual Meeting of Shareholders;
3.	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009;
4.	Current Reports on Form 8-K filed on January 16, 2009, January 22, 2009, January 23, 2009, February 4, 2009, February 18, 2009, March 24, 2009 and March 25, 2009, March 30, 2009, April 6, 2009, April 24, 2009, May 8, 2009, May 21, 2009 (except for the furnished portions), June 5, 2009, June 9, 2009, June 11, 2009, June 12, 2009 (as amended) and September 3, 2009, to report annual and/or quarterly earnings and certain other developments disclosed therein; and
5.	The description of our common stock, which is registered under Section 12 of the Securities Exchange Act, in our Form 8-A filed with the SEC on April 28, 1967, including any subsequently filed amendments and reports updating such description.

Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.

II-2

We also incorporate by reference any future filings we make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until we file a post-effective amendment which indicates that all of the securities offered by the prospectus have been sold or which deregisters all securities then remaining unsold. Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

II-3

Item 8. Exhibits.

     Reference is made to the information contained in the Exhibit Index filed as part of this Registration Statement.

Signatures

     Pursuant to the requirements of the Securities Act of 1933, Huntington Bancshares Incorporated certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on September 4, 2009.

HUNTINGTON BANCSHARES INCORPORATED
By:	/s/ Richard A. Cheap
	Richard A. Cheap, Secretary and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title		Date
/s/ Stephen D. Steinour* Stephen D. Steinour	Chairman, Chief Executive Officer, President, and Director (Principal Executive Officer)	) ) )
/s/ Donald R. Kimble* Donald R. Kimble	Chief Financial Officer, Senior Executive Vice President, and Treasurer (Principal Financial Officer)	) ) ) )
/s/ Thomas P. Reed* Thomas P. Reed	Senior Vice President and Controller  (Principal Accounting Officer)	) )

II-4

Signature	Title		Date
/s/ Don M. Casto, III* Don M. Casto, III	Director	) )	September 4, 2009
/s/ Michael J. Endres* Michael J. Endres	Director	) )
/s/ Marylouise Fennell Marylouise Fennell	Director	) )
/s/ John B. Gerlach, Jr.* John B. Gerlach, Jr.	Director	) )
/s/ D. James Hilliker D. James Hilliker	Director	) )
/s/ David P. Lauer* David P. Lauer	Director	) )
/s/ Jonathan A. Levy* Jonathan A. Levy	Director	) )
/s/ Wm. J. Lhota* Wm. J. Lhota	Director	) )
Gene E. Little	Director	) )
/s/ Gerard P. Mastroianni* Gerard P. Mastroianni	Director	) )
/s/ David L. Porteous* David L. Porteous	Director	) )
/s/ Kathleen H. Ransier* Kathleen H. Ransier	Director	) ) )

*By:	/s/ Richard A. Cheap
	Richard A. Cheap, attorney-in-fact
	for each of the persons indicated

II-5

Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Huntington Bancshares Incorporated

EXHIBITS

EXHIBIT INDEX

Exhibit	Exhibit
Number	Description
4(a)	Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors, previously filed as Exhibit 4(a) to Registration Statement on Form S-8 filed on July 19, 1991.
4(b)	First Amendment to Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors, previously filed as Exhibit 10(q) to Quarterly Report 10-Q for the quarter ended March 31, 2001.
4(c)	Articles V, VIII and X of Articles of Restatement of Charter, as amended and supplemented, previously filed as Exhibit 3(i) to Annual Report on Form 10-K for the year ended December 31, 1993 and Exhibit 3(i)(c) to Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998, and incorporated herein by reference. Instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission upon request.
5*	Opinion of Porter, Wright, Morris & Arthur LLP regarding the legality of the common stock being registered pursuant hereto.
23(a)*	Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5 filed herewith).
23(b)*	Consent of Deloitte & Touche LLP.
24*	Power of Attorney.

* Filed herewith.

EX-5

Exhibit 5

September 4, 2009

Huntington Bancshares Incorporated
Huntington Center
41 S. High St.
Columbus, Ohio 43287

Re:  Registration Statement on Form S-8
Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for
Huntington Bancshares Incorporated Directors (the “Plan”)

Ladies and Gentlemen:

     We have acted as counsel for Huntington Bancshares Incorporated, a Maryland corporation (“Huntington”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed by Huntington with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the registration of 800,000 shares of Huntington common stock, $0.01 par value (the “Shares”), to be issued under the Plan.

     In connection with this opinion, we have examined such corporate records, documents, and other instruments of the registrant as we have deemed necessary.

     Based on the foregoing, we are of the opinion that the Shares will, when issued and paid for in accordance with the provisions of the Plan, be legally issued, fully paid and nonassessable, and entitled to the benefits of the Plan.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ PORTER, WRIGHT, MORRIS & ARTHUR LLP

PORTER, WRIGHT, MORRIS & ARTHUR LLP

EX-23.(B)

Exhibit 23(b)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 23, 2009 (September 3, 2009 as to Note 24), relating to the consolidated financial statements of Huntington Bancshares Incorporated (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph regarding the change in Segment Information), and our report dated February 23, 2009 on the effectiveness of Huntington Bancshares Incorporated’s internal control over financial reporting, appearing in Huntington Bancshares Incorporated’s Current Report on Form 8-K dated September 3, 2009.

/s/ Deloitte & Touche LLP

Columbus, Ohio
September 8, 2009

EX-24

Exhibit 24

POWER OF ATTORNEY

(Re: Huntington Bancshares Incorporated Amended and Restated 2007 Stock and Long-Term Incentive
Plan; Huntington Bancshares Incorporated Deferred Compensation Plan and Trust
for Huntington Bancshares Incorporated Directors; and
Inducement Grants)

     Each director and officer of Huntington Bancshares Incorporated (the “Corporation”), whose signature appears below, hereby appoints Richard A. Cheap, Stephen D. Steinour, and Donald R. Kimble, or any of them, as his or her attorney-in-fact, to sign, in his or her name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Corporation’s Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended, up to 4,000,000 shares of the common stock of the Corporation (as such number of shares may be adjusted from time to time for stock dividends, stock splits, or similar transactions affecting the common stock of the Corporation generally) in connection with the Corporation’s Amended and Restated 2007 Stock and Long-Term Incentive Plan; up to 800,000 shares of the common stock of the Corporation (as such number of shares may be adjusted from time to time for stock dividends, stock splits, or similar transactions affecting the common stock of the Corporation generally) in connection with the Corporation’s Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors; and up to 1,147,553 shares of the common stock of the Corporation (as such number of shares may be adjusted from time to time for stock dividends, stock splits, or similar transactions affecting the common stock of the Corporation generally) in connection with inducement grants to Kevin Blakely, Stephen D. Steinour, Randall G. Stickler, and Mark E. Thompson, and likewise to sign and file any amendments, including post-effective amendments, to the Registration Statement, hereby granting to such attorneys, and to each of them, individually, full power and authority to do and perform in the name and on behalf of each of the undersigned, and in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as any of the undersigned could or might do in person, hereby granting to each such attorney-in-fact full power of substitution and revocation and hereby ratifying all that any such attorney-in-fact or his substitute may do by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney, in counterparts if necessary, effective as of July 22, 2009.

DIRECTORS/OFFICERS:

Signature	Title
/s/ Stephen D. Steinour Stephen D. Steinour	Chairman, Chief Executive Officer, President, and Director (Principal Executive Officer)
/s/ Donald R. Kimble Donald R. Kimble	Senior Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Thomas P. Reed Thomas P. Reed	Senior Vice President and Controller  (Principal Accounting Officer)
/s/ Don M. Casto, III Don M. Casto, III	Director
/s/ Michael J. Endres Michael J. Endres	Director

Signature	Title
/s/ Marylouise Fennell Marylouise Fennell	Director
/s/ John B. Gerlach, Jr. John B. Gerlach, Jr.	Director
/s/ D. James Hilliker D. James Hilliker	Director
/s/ David P. Lauer David P. Lauer	Director
/s/ Jonathan A. Levy Jonathan A. Levy	Director
/s/ Wm. J. Lhota Wm. J. Lhota	Director
Gene E. Little	Director
/s/ Gerard P. Mastroianni Gerard P. Mastroianni	Director
/s/ David L. Porteous David L. Porteous	Director
/s/ Kathleen H. Ransier Kathleen H. Ransier	Director