SECURITIES EXCHANGE ACT OF 1934
Release No. 54322 / August 15, 2006

ADMINISTRATIVE PROCEEDING
File No. 3-11940

In the Matter of

HUNTINGTON BANCSHARES, INC.,
THOMAS E. HOAGLIN
MICHAEL J. MCMENNAMIN, and
JOHN VAN FLEET, CPA

Respondents.

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NOTICE OF MODIFIED PLAN OF DISTRIBUTION OF DISGORGEMENT FUND

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1100, et seq., that a proposed Modified Plan for the distribution of monies placed into a Fair Fund in the above captioned matter ("Modified Plan") has been submitted to the Commission. The Modified Plan concerns the $8,634,485.29 paid by Huntington Bancshares, Inc. ("Huntington"), Thomas E. Hoaglin, Michael J. McMennamin, and John Van Fleet (collectively, "Respondents") to the Commission on June 8, 2005 in this proceeding and in the related District Court action SEC v. Huntington Bancshares, Inc., et al., Civil Action No. 2:05CV538 (S.D. Ohio). By Commission Order, such monies were used to create the Fair Fund at issue.

OPPORTUNITY TO COMMENT

Pursuant to this Notice, all interested parties are advised that they may print a copy of the proposed Modified Plan from the Commission's public website, http://www.sec.gov/litigation/admin/2006/34-54322-pdp.pdf. Interested parties may also obtain a copy of the proposed Amended Plan by submitting a written request to Amy W. Miller, United States Securities and Exchange Commission, 100 F Street, N.E., Mail Stop 4628, Washington, DC, 20549. All persons who desire to comment on the Modified Plan may submit their comments, in writing, no later than September 14, 2006:

  1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090;
     
  2. by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or
     
  3. by sending an e-mail to rule-comments@sec.gov. Please include the Administrative Proceeding File Number (Admin. Proc. File No. 3-11940) in the subject line.

Comments received will be publicly available. You should submit only information that you wish to make publicly available.

THE MODIFIED PLAN

The Distribution Plan proposed on December 29, 2005 and approved by Commission Order on March 16, 2006 (the "Original Plan") provides for the distribution of $8,634,485.29 in disgorgement, pre-judgment interest, and civil penalties paid by Respondents to the Commission to settle charges that Huntington overstated both its 2001 operating earnings by $11.4 million and its 2002 operating earnings by $12.8 million to meet analysts' expectations and management bonus targets. The Original Plan, which appoints a Fund Administrator, states that the Fund Administrator shall seek to amend the Plan to specify the procedures to be used to distribute the Fair Fund. Accordingly, the Fund Administrator now proposes a Modified Plan, which is intended to supplement the Original Plan. The Modified Plan amends certain definitions contained in the Original Plan, such as "claimant," and "pro-rata share," and provides more detail concerning the claims process.

For the Commission, by its Secretary, pursuant to delegated authority.

Nancy M. Morris
Secretary