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
