Exhibit 99(b)

                             EMPIRE BANC CORPORATION
                             1227 East Front Street
                          Traverse City, Michigan 49686
                                 (231) 922-2111

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           ____________________, 2000

                                                          ________________, 2000
To the Shareholders of Empire Banc Corporation:

         We will hold a special meeting of shareholders of Empire Banc
Corporation on __________, ___________, 2000, at ______ __.m., local time. The
meeting will be held at Northwestern Michigan College, Dennos Museum Center,
which is located at 1701 East Front Street, Traverse City, Michigan. The purpose
for the meeting is to:

         1.       consider and vote upon the approval of the Agreement and Plan
                  of Merger, dated February 4, 2000, as amended, between
                  Huntington Bancshares Incorporated and Empire, and the related
                  Supplemental Agreement, dated February 4, 2000, between
                  Huntington and Empire, which provide for the merger of Empire
                  into Huntington; and

         2.       transact any other business which may properly come before the
                  meeting. (The Empire Board of Directors is not currently aware
                  of any other business to come before the special meeting.)

         Only shareholders of record at the close of business on ____________,
2000, the record date for the special meeting, are entitled to vote at the
special meeting. The attached proxy statement/prospectus provides additional
information about the meeting and the proposed merger.

         The proposed affiliation significantly impacts shareholder value. Each
share of Empire will be exchanged for 2.0355 shares of Huntington common stock,
resulting in a substantial increase in market value for Empire shareholders and
an increase in the indicated annual cash dividend from $1.20 per share to $1.63
per share, a 36% increase. Huntington is a regional bank holding company
headquartered in Columbus, Ohio, with assets of $29 billion. At December 31,
1999, Huntington's subsidiaries had 517 banking offices, including 125 in
Michigan. Huntington common stock is actively traded on the Nasdaq Stock Market
under the symbol "HBAN."

         The affirmative vote of the holders of a majority of the outstanding
shares of Empire common stock is required to approve the merger and the merger
documents. We urge you to execute and return the enclosed proxy card as soon as
possible in order to ensure that your shares will be represented at the special
meeting. You may revoke your proxy at any time before it is exercised at the
special meeting by following the instructions on page 3 of the proxy
statement/prospectus. If you attend the special meeting, you may vote in person,
and your proxy will not be used.

         THE BOARD OF DIRECTORS OF EMPIRE HAS UNANIMOUSLY APPROVED THE PROPOSED
MERGER AND RECOMMENDS THAT YOU VOTE IN FAVOR OF APPROVAL OF THE MERGER DOCUMENTS
AND THE TRANSACTIONS CONTEMPLATED BY SUCH DOCUMENTS.

By Order of the Board of Directors




William T. Fitzgerald, Jr., Secretary
Dated: __________, 2000
Traverse City, Michigan



YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING,
PLEASE SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO
POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. PLEASE DO NOT SEND IN YOUR
STOCK CERTIFICATES AT THIS TIME.