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Filing made pursuant
to Rule 424(b)(3)
PROSPECTUS SUPPLEMENT (Reg. No. 33-52569)
(To Prospectus dated October 25, 1996)
HUNTINGTON BANCSHARES INCORPORATED
HUNTINGTON CENTER; 41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(614) 480-8300
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DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
COMMON STOCK, WITHOUT PAR VALUE
_____________________________________
Huntington Bancshares Incorporated ("Huntington") has appointed a
successor Plan Administrator of its Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan"). Effective August 11, 1997, Harris Trust and Savings
Bank will assume the responsibilities as successor Plan Administrator for the
Plan.
This Prospectus Supplement supplements and amends the Prospectus,
dated October 25, 1996 (the "Prospectus") which is incorporated by reference
herein. As of the date Harris Trust and Savings Bank assumes responsibilities
as successor Plan Administrator, Question 3 of the Prospectus and the response
thereto is hereby replaced with the following:
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Harris Trust and Savings Bank, as Plan Administrator, will administer
the Plan, keep records, send statements of account to each
participant, and perform other duties related to the Plan. Shares
purchased for participants in the Plan and held in their Plan accounts
and shares deposited by participants with the Plan Administrator for
safekeeping will be held by or through the Plan Administrator until a
participant makes a written request for certificates for all or part
of his shares (see Question 27), or his participation is terminated
(see Question 30). The Plan Administrator also acts as dividend
disbursing and transfer agent for Huntington's Common Stock. All
questions and correspondence concerning the Plan should be addressed
to the Plan Administrator as follows:
Harris Trust and Savings Bank
Attn.: Shareholder Services
311 West Monroe Street, 11th floor
P.O. Box A3504
Chicago, IL 60690-3504
Telephone: (800) 725-0674
Shares purchased under the Plan and held in a participant's Plan
account and shares deposited by participants with the Plan
Administrator for safekeeping will be registered in the name of the
participant and held by the Plan Administrator in book entry form.
The Prospectus and this Prospectus Supplement should be read together.
Any information presented in this Prospectus Supplement supersedes any contrary
information presented in the Prospectus. Copies of the Prospectus may be
obtained without charge from the Plan Administrator. IT IS SUGGESTED THAT THIS
PROSPECTUS SUPPLEMENT, TOGETHER WITH THE PROSPECTUS, BE RETAINED FOR FUTURE
REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Supplement is July 31, 1997.
