Exhibit 10(m)(5)

                                 FIFTH AMENDMENT

                                       TO

                       HUNTINGTON BANCSHARES INCORPORATED

                             1983 STOCK OPTION PLAN
                             ----------------------

     Effective August 21, 1996, the Huntington Bancshares Incorporated 1983
Stock Option Plan (the "Plan") shall be amended as follows:

     1. Section 5(f) of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new Section 5(f):

          "(f) Except as provided below, no option shall be transferable by the
          optionholder, except by will or the laws of descent and distribution,
          and shall be exercisable during his or her lifetime only by such
          optionholder. Any attempted assignment, transfer, pledge,
          hypothecation or other disposition of the option contrary to the
          provisions hereof, and the levy of any execution, attachment or
          similar process upon the option, shall thereupon cause the option to
          terminate and be cancelled, and such option shall then be null and
          void and without effect.

          Notwithstanding the above, an optionholder may, to the extent provided
          in this Plan: (a) designate in writing a beneficiary to exercise his
          or her Non-Statutory Stock Option after the optionholder's death; (b)
          transfer a Non- Statutory Stock Option to a revocable inter vivos
          trust as to which the optionholder is the settlor; and (c) transfer a
          Non-Statutory Stock Option for no consideration to any of the
          following permissible transferees (each a "Permissible Transferee"):
          (w) any member of the Immediate Family of the optionholder to whom
          such Non-Statutory Stock Option was granted, (x) any trust solely for
          the benefit of members of the optionholder's Immediate Family, or (y)
          any partnership whose only partners are members of the Optionholder's
          Immediate Family; and further provided that (i) the transferee shall
          remain subject to all of the terms and conditions applicable to such
          Non- Statutory Stock Options prior to and after such transfer; and
          (ii) any such transfer shall be subject to and in accordance with the
          rules and regulations prescribed by the Committee in accordance with
          Section 5. Any such transfer to a Permissible Transferee shall consist
          of one or more options covering a minimum of five thousand (5,000)
          option shares. A Non- Statutory Stock Option may not be retransferred
          by a Permissible Transferee except by will or the laws of descent and
          distribution and then only to another Permissible Transferee. In the
          case of (b) and (c) the



          option shall only be exercisable by the trustee or Permissible
          Transferee, as applicable. For the purposes of this Section 4,
          "Immediate Family" means, with respect to a particular optionholder,
          such optionholder's child, stepchild, grandchild, parent, stepparent,
          grandparent, spouse, sibling, mother-in-law, father-in-law,
          son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and
          shall include adoptive relationships."

     2. The last sentence of Section 5(k) is hereby deleted in its entirety.