EXHIBIT 8

EXHIBIT 8


41 South High Street
Columbus, Ohio 43215-6194
Telephone: 614-227-2000
Facsimile: 614-227-2100
Nationwide: 800-533-2794


January 6, 1997



Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

Huntington Bancshares Florida, Inc.
253 N. Orlando Ave.
Maitland, FL 32751

Citi-Bancshares, Inc.
1211 North Boulevard West
Leesburg, FL 34738

Gentlemen:

We are counsel for Huntington Bancshares Incorporated, a Maryland
corporation ("Huntington"), and Huntington Bancshares Florida, Inc., a Florida
corporation and a wholly owned subsidiary of Huntington ("Huntington Florida"),
in connection with the proposed merger (the "Merger") of Citi-Bancshares, Inc.,
a Florida corporation ("Citi-Bancshares"), with and into Huntington Florida
pursuant to which the shareholders of Citi-Bancshares will receive shares of
common stock, without par value, of Huntington ("Huntington Common"), cash, or a
combination of shares of Huntington Common and cash, at the option of the
Citi-Bancshares shareholder, subject to certain limitations as set forth in the
Agreement and Plan of Merger, among Huntington, Huntington Florida, and
Citi-Bancshares, dated as of October 31, 1996 (the "Merger Agreement"), in
exchange for their shares of common stock of Citi-Bancshares ("Citi-Bancshares
Common"). The separate existence and corporate organization of Citi-Bancshares
will cease. Immediately following the Merger, Citizens National Bank of
Leesburg, a national banking association and a wholly owned subsidiary of
Citi-Bancshares ("Citizens Bank"), will be merged (the "Subsidiary Merger") into
the Huntington National Bank of Florida, a national banking association and a
wholly owned subsidiary of Huntington Florida ("HNB-Florida"); HNB-Florida will
continue as a wholly-owned subsidiary of Huntington Florida; and the separate
existence and corporation organization of Citizens Bank will cease. At your
request, and pursuant to Section 9.1(g) of the Merger Agreement, we are
rendering our opinion concerning certain federal income tax consequences of the
Merger.

For purposes of the opinion set forth below, we are relying, with the
consent of Huntington and Citi-Bancshares, upon the accuracy and completeness of
certain statements and representations (which statements and representations we
have neither investigated nor verified) that will be

Cincinnati / Cleveland / Columbus / Dayton / Naples, FL / Washington, DC



Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Citi-Bancshares, Inc.

January 6, 1997

Page 2


contained, respectively, in certificates of the officers of Huntington and
Citi-Bancshares and we have assumed that such certificates will be complete and
accurate as of the Effective Time. We have also assumed that the transactions
contemplated by the Merger Agreement will be consummated in accordance with the
Merger Agreement and that the Merger will constitute a merger pursuant to the
applicable provisions of the laws of the United States and the laws of the
states of Florida and Ohio.

Unless otherwise specified, the section numbers cited herein refer to
sections in the Internal Revenue Code of 1986, as amended (the "Code"). All
capitalized terms not otherwise defined herein shall have the meanings assigned
to them in the Merger Agreement. For the purposes of the rendering of this
opinion, we have assumed that the officers of Huntington and Citi-Bancshares
will have made the following representations by the Effective Date and upon
which we are relying in rendering this opinion:

a. The fair market value of the Huntington Common and other
consideration received by each Citi-Bancshares shareholder will be
approximately equal to the fair market value of the Citi-Bancshares
Common surrendered in the Merger.

b. To the best of the knowledge of the management of Citi-Bancshares,
there is no plan or intention on the part of the shareholders of
Citi-Bancshares to sell, exchange, or otherwise dispose of a number
of shares of Huntington Common to be received in the Merger that
would reduce the Citi-Bancshares shareholders' ownership of
Huntington Common to a number of shares having a value on the
Effective Time of less than 50 percent of the value of all of the
formerly outstanding Citi-Bancshares Common as of the same date. For
purposes of this representation, shares of Citi-Bancshares Common
exchanged for cash or other property or exchanged for cash in lieu
of fractional shares of Huntington Common will be treated as
outstanding Citi-Bancshares Common on the Effective Time. Moreover,
shares of Citi-Bancshares Common and shares of Huntington Common
held by Citi-Bancshares shareholders and otherwise sold, redeemed,
or disposed of prior or subsequent to the Merger have been
considered in making this representation.

c. Huntington Florida will acquire at least 90 percent of the fair
market value of the net assets and at least 70 percent of the fair
market value of the gross assets held by Citi-Bancshares
immediately prior to the Merger. For purposes of this
representation, amounts paid by Citi-Bancshares to shareholders who
receive cash or other property, Citi-Bancshares assets used to pay
its reorganization expenses, and all redemptions



Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Citi-Bancshares, Inc.

January 6, 1997

Page 3


and distributions (except for regular, normal dividends) made by
Citi-Bancshares immediately preceding the transfer, will be included
as assets of Citi-Bancshares held immediately prior to the Merger.

d. Prior to the transaction, Huntington will be in control of
Huntington Florida and Huntington Florida will be in control of
HNB-Florida within the meaning of Section 368(c) of the Code.

e. Following the transaction, Huntington Florida will not issue
additional shares of its stock that would result in Huntington
losing control of Huntington Florida within the meaning of Section
368(c) of the Code.

f. Neither Huntington nor Huntington-Florida has any plan or intention
to liquidate Huntington Florida or HNB-Florida, respectively; to
merge Huntington Florida or HNB-Florida with and into another
corporation; to sell or otherwise dispose of the stock of Huntington
Florida or HNB-Florida; or to cause Huntington Florida or
HNB-Florida to sell or otherwise dispose of any of the assets of
Citi-Bancshares acquired in the Merger or the Subsidiary Merger,
except for dispositions made in the ordinary course of business or
transfers described in Section 368(a)(2)(C) of the Code.

g. The liabilities of Citi-Bancshares and Citizens Bank assumed by
Huntington Florida and HNB-Florida and the liabilities to which the
transferred assets of Citi-Bancshares and Citizens Bank are subject
were incurred by Citi-Bancshares and Citizens Bank in the ordinary
course of their businesses.

h. Huntington has no plan or intention to redeem or otherwise reacquire
any Huntington Common issued in the Merger that would reduce the
former Citi-Bancshares shareholders' ownership of Huntington Common
to a number of shares having a value on the effective date of the
Merger of less than 50 percent of the value of the formerly
outstanding Citi-Bancshares Common as of the same date.

i. Following the Merger and the Subsidiary Merger, Huntington Florida
and HNB-Florida will continue the historic businesses of
Citi-Bancshares and Citizens Bank or use a significant portion of
Citi-Bancshares' and Citizens Bank's business assets in their
businesses.

j. Huntington, Huntington Florida, HNB-Florida, Citi-Bancshares,
Citizens Bank and the shareholders of Citi-Bancshares and Citizens
Bank will each pay their respective expenses, if any, incurred in
connection with the Merger and the Subsidiary Merger.

k. There is no intercorporate indebtedness existing between Huntington
and Citi-Bancshares or between Huntington Florida and
Citi-Bancshares or between HNB-Florida and Citizens Bank that was
issued, acquired, or will be settled at a discount.



Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Citi-Bancshares, Inc.

January 6, 1997

Page 4


l. No party to the transaction is an investment company as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code.

m. The fair market value of the assets of Citi-Bancshares and Citizens
Bank transferred to Huntington Florida and HNB-Florida,
respectively, in the Merger will equal or exceed the sum of the
liabilities assumed by Huntington Florida and HNB-Florida, plus the
amount of liabilities, if any, to which the transferred assets are
subject.

n. Neither Huntington, Huntington Florida, HNB-Florida,
Citi-Bancshares, nor Citizens Bank is under the jurisdiction of a
court in a Title 11 or similar case within the meaning of Section
368(a)(3)(A) of the Code.

o. No stock of Huntington Florida will be issued in the transaction.

p. None of the compensation received by any shareholder-employee of
Citi-Bancshares will be separate consideration for, or allocable to,
any of his or her shares of Citi- Bancshares Common; none of the
shares of Huntington Common received by any shareholder-employee
will be separate consideration for, or allocable to, any employment
agreement; and the compensation paid to any shareholder-employee of
Citi-Bancshares will be for services actually rendered and will be
commensurate with amounts paid to third parties bargaining at arm's
length for similar services.

q. Neither Huntington nor Huntington Florida owned any shares of
Citi-Bancshares prior to the Merger.

r. No material dividends or distributions have been or will be made,
with respect to the Citi-Bancshares Common or the Citizens Bank
common stock in contemplation of the Merger or the Subsidiary
Merger, except for dividends normal and customary in amount.

s. The payment of cash in lieu of fractional shares of Huntington
Common is solely for the purpose of avoiding the expense and
inconvenience to Huntington of issuing fractional shares and does
not represent separately bargained for consideration. The total cash
consideration that will be paid in the Merger to Citi-Bancshares
shareholders instead of issuing fractional shares of Huntington
Common will not exceed one percent of the total consideration that
will be issued in the Merger to Citi-Bancshares shareholders for
their shares of Citi-Bancshares stock. The fractional share
interests of each Citi-Bancshares shareholder will be aggregated,
and no Citi-Bancshares shareholder will receive cash in an amount
greater than the value of one full share of Huntington Common with
respect to any cash payment in lieu of a fractional share.

t. The Merger will be consummated solely in compliance with the
material terms and conditions of the Merger Agreement and the Merger
Agreement represents the entire understanding of the Parties with
respect to the Merger.

u. The Subsidiary Merger is being consummated for business purposes
separate and distinguishable from the Merger.

In reliance on the assumptions and the representations set forth above,
and assuming that the shareholders of Citi-Bancshares do not sell, exchange,
transfer by gift, or otherwise dispose of a number of shares of Huntington
Common received in the Merger that would reduce the ownership of Huntington
Common by the former shareholders of Citi-Bancshares to a number of shares
having


Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Citi-Bancshares, Inc.

January 6, 1997

Page 5


a value, as of the date of the Merger, of less than 50 percent of the value of
all of the formerly outstanding Citi-Bancshares Common as of the same date, we
are of the opinion that:

(a) No gain or loss will be recognized by a Citi-Bancshares shareholder
who receives solely shares of Huntington Common Stock in exchange
for such shareholder's shares of Citi-Bancshares Common Stock,
except to the extent of any cash received in lieu of a fractional
share of Huntington Common Stock.

(b) A Citi-Bancshares shareholder will realize gain, if any, upon the
receipt of a combination of shares of Huntington Common Stock and
cash in exchange for such shareholder's shares of Citi-Bancshares
Common Stock equal to the excess of the fair market value of the
shares of Huntington Common Stock received plus the amount of cash
received over the cost or other basis of the shares of
Citi-Bancshares Common Stock surrendered in the exchange. Such gain
will be recognized, but not in excess of the amount of cash
received. If the exchange has the effect of the distribution of a
dividend (as defined under Section 316 of the Code and as determined
with the applications of Sections 302, 318, and 356(a)(2) of the
Code), then the amount of gain recognized that is not in excess of
the shareholder's ratable share of the undistributed earnings and
profits of Citi-Bancshares will be treated as a dividend. The
determination of whether the exchange has the effect of the
distribution of a dividend will be made on a shareholder by
shareholder basis. No loss will be recognized upon the exchange.

(c) Where solely cash is received by a Citi-Bancshares shareholder in
exchange for such shareholder's shares of Citi-Bancshares Common
Stock pursuant to the exercise of the Cash Election, the cash will
be treated as having been received by such shareholder as a
distribution in redemption of his or her Citi-Bancshares Common
Stock, subject to the provisions and limitations of Section 302 of
the Code. Where, as a result of such distribution, a former
shareholder of Citi-Bancshares owns no shares of Huntington Common
Stock either directly or through the application of Section 318(a)
of the Code, the redemption will be a complete termination of
interest within the meaning of Section 302(b)(3) of the Code and
such cash will be treated as a distribution in full payment in
exchange for such shareholder's shares of Citi-Bancshares Common
Stock, as provided in Section 302(a) of the Code. Under Section 1001
of the Code, gain or (subject to the limitations of Section 267 of
the Code) loss will be realized and recognized to such shareholder
in an amount equal to the difference between the amount of such cash
and the adjusted basis of the shares



Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Citi-Bancshares, Inc.

January 6, 1997

Page 6


of Citi-Bancshares Common Stock surrendered, as determined under
Section 1011 of the Code.


(d) In general, the basis of the Huntington Common Stock so received
will be the same as the basis of the Citi-Bancshares Common Stock
surrendered in exchange therefor, decreased by the amount of cash
received by the shareholder and increased by (i) the amount, if any,
that was treated as a dividend, and (ii) the amount of gain
recognized by the shareholder on the exchange (not including any
portion of such gain that is treated as a dividend).

(e) The holding period of the Huntington Common Stock to be received by
Citi-Bancshares shareholders will include the holding period of the
shares of Citi-Bancshares Common Stock surrendered in exchange
therefor, provided that Citi-Bancshares Common Stock was held as a
capital asset in the hands of the Citi-Bancshares shareholder on
the Effective Date.

(f) The basis of the assets of Citi-Bancshares to be received by
Huntington Florida will be the same as the basis of those assets in
the hands of Citi-Bancshares immediately prior to the Merger.

(g) The holding period of the assets of Citi-Bancshares to be received
by Huntington Florida will, in each instance, include the period for
which such assets were held by Citi-Bancshares.

(h) No gain or loss will be recognized by Huntington or Huntington
Florida (except for the inclusion in income of amounts resulting
from any required changes in accounting methods or similar items)
upon the consummation of the Merger.

(i) No gain or loss will be recognized by Citi-Bancshares (except for
the inclusion in income of amounts resulting from any required
changes in accounting methods or similar items) upon the
consummation of the Merger.

We have given this opinion pursuant to Section 9.1 (g) of the Merger
Agreement in connection with the transactions contemplated thereby and such
opinion is not to be relied upon for any other purpose. This opinion may not be
applicable to Citi-Bancshares shareholders whose Citi-Bancshares Common is not
held as a capital asset, certain particular classes of shareholders or Citi-
Bancshares shareholders who are not citizens of the United States. No opinion is
expressed about



Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Citi-Bancshares, Inc.

January 6, 1997

Page 7

the tax treatment of the transaction under other provisions of the Code and the
Treasury Regulations issued thereunder or about the tax treatment of any
conditions existing at the time of, or effects resulting from, the transaction
that are not specifically addressed by the foregoing opinion. No opinion is
expressed as to the effect of state, local, and foreign tax laws.

You should be aware that this opinion represents our conclusions as to the
application of existing law and is based on the representations given as of the
date hereof. The statutory provisions, regulations, interpretations, and other
authorities upon which our opinion is based are subject to change, and such
changes could apply retroactively. In addition, there can be no assurance that
positions contrary to those stated in our opinion will not be taken by the
Internal Revenue Service. No person other than the addressees named herein may
rely on this opinion for any purpose.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. By giving this consent, however, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.

Very truly yours,


/s/ PORTER, WRIGHT, MORRIS & ARTHUR
-----------------------------------
Porter, Wright, Morris & Arther