HUNTINGTON BANCSHARES INC/MD
8-K, 1995-05-03
NATIONAL COMMERCIAL BANKS
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<PAGE>   1


                                      
                                      
                                      
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                      
                  __________________________________________
                                      
                                   FORM 8-K
                                      
                                CURRENT REPORT
                      PURSUANT TO SECTION 13 or 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                                      
                  __________________________________________
                                      
                                      
                       DATE OF REPORT:  APRIL 28, 1995
                                      
                  __________________________________________
                                      
                      HUNTINGTON BANCSHARES INCORPORATED
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                      
                 ___________________________________________
                                      
                                      
   Maryland                   0-2525                      31-0724920
- ----------------      ---------------------         -----------------------
(STATE OR OTHER       (COMMISSION FILE NO.)          (IRS EMPLOYER 
JURISDICTION OF                                      IDENTIFICATION NUMBER)   
INCORPORATION OR 
ORGANIZATION)
                  __________________________________________
                                      
                                      
                              Huntington Center
                             41 South High Street
                             Columbus, Ohio 43287
                                (614) 480-8300
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
                     INCLUDING AREA CODE OF REGISTRANT'S
                         PRINCIPAL EXECUTIVE OFFICES)
                                      
                                      
                   ________________________________________
<PAGE>   2
ITEM  5.  OTHER EVENTS.

      On April 28, 1995, Huntington Bancshares Incorporated ("Huntington") 
issued a news release announcing that the Board of Directors of Huntington has
authorized the continuation of Huntington's common stock repurchase program and
the additional purchase of shares in connection with such program.  The
information contained in the news release, which is attached as an exhibit to
this report, is incorporated herein by reference.

ITEM  7.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)  Exhibits.

      Exhibit 99 -- News release of Huntington Bancshares Incorporated, dated 
      April 28, 1995.


                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                HUNTINGTON BANCSHARES INCORPORATED


Date:    May 3, 1995            By:  /s/ John D. Van Fleet
                                    --------------------------------
                                     John D. Van Fleet
                                     Senior Vice President and
                                     Corporate Controller
<PAGE>   3
    ------------------------------------------
NEWSRELEASE [HUNTINGTON BANKS LOGO]


FOR IMMEDIATE RELEASE                      FOR FURTHER INFORMATION, CONTACT:
SUBMITTED:  APRIL 28, 1995                 JACQUELINE THURSTON (614) 480-3878


                  HUNTINGTON BANCSHARES INCREASES AUTHORIZED
                       SHARES FOR STOCK REPURCHASE PLAN


         COLUMBUS, Ohio -- Huntington Bancshares Incorporated
(NASDAQ:HBAN) announced that its Board of Directors has
authorized a continuation of Huntington's common stock
repurchase program.  The Board authorized the additional
purchase of up to ten million shares by means of open market
purchases and privately negotiated transactions.  The shares
will be purchased and reserved for reissue as required by the
terms and provisions of the company's dividend reinvestment,
director and employee stock purchase, stock option and other
benefit plans, as well as for other corporate purposes.

         Huntington's common stock repurchase program was initiated in
August 1987.  As of March 31, 1995, a total of 15.8 million
shares (adjusted for stock dividends and stock splits) had been
repurchased, with 1,915,056 shares remaining to be repurchased
under the previous authorizations.  Shares remaining under the
existing program and five million shares of the new
authorization are expected to be repurchased during the next
eight months.  The remaining five million shares will be
repurchased as needed in 1996.  At March 31, 1995, Huntington
had 129.9 million shares of common stock outstanding.


                                   - More -
<PAGE>   4
         Huntington Bancshares is a regional bank holding company
headquartered in Columbus, Ohio with assets of approximately
$18.1 billion.  The company's banking subsidiaries operate 344
offices in Ohio, Florida, Illinois, Indiana, Kentucky, Michigan,
Pennsylvania, and West Virginia.  In addition, Huntington's
mortgage, trust, investment banking and automobile finance
subsidiaries manage 74 offices in the eight states mentioned as
well as Georgia, Maryland, New Jersey, North Carolina, and
Virginia.





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