EXHIBIT 99(a)

                         FIRST MICHIGAN BANK CORPORATION

                                      PROXY

         The undersigned hereby constitutes and appoints ______________________,
or any of them, as proxies, each with full power of substitution, to vote the
number of shares of common stock of First Michigan Bank Corporation ("First
Michigan") which the undersigned would be entitled to vote if personally present
at the Special Meeting of Shareholders of First Michigan to be held at
____________________________________________________, Michigan, on
_________________, 1997, at _____, local time, and at any adjournments or
postponements thereof (the "Special Meeting"), upon the proposals described in
the Joint Proxy Statement/Prospectus and the Notice of Special Meeting of
Shareholders, both dated _____________________, 1997, the receipt of which is
hereby acknowledged by the undersigned, in the manner specified below.

     1.  To approve the Agreement and Plan of Merger, dated May 5, 1997, between
         Huntington Bancshares Incorporated ("Huntington") and First Michigan,
         and the related Supplemental Agreement, dated May 5, 1997, between
         Huntington and First Michigan (collectively, the "Merger Documents"),
         and the transactions contemplated therein, including (i) the merger of
         First Michigan with and into Huntington, and (ii) the conversion of
         each share of issued and outstanding First Michigan common stock into
         the right to receive 1.155 shares of Huntington common stock (cash will
         be paid for any fractional shares), all as more fully described in the
         accompanying Joint Proxy Statement/Prospectus dated ______________,
         1997.

               FOR   / /            AGAINST  / /            ABSTAIN  / /

     2.  In their discretion, the proxies are authorized to vote upon such other
         business as may properly come before the Special Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY  WILL BE
VOTED FOR PROPOSAL 1 ABOVE.

Please sign exactly as your name appears below and return this Proxy in the
enclosed postage-paid envelope. When shares are held jointly, each shareholder
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by an authorized person. In addition, please
date this Proxy.


                                ________________________________________________
                                                  Signature


                                ________________________________________________
                                Signature of other Shareholder (if held jointly)

                                DATED:   _________________, 1997


    THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FIRST MICHIGAN BANK
       CORPORATION AND MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.