EXHIBIT 99(b)

                       HUNTINGTON BANCSHARES INCORPORATED

                                      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 Huntington Bancshares Incorporated
("Huntington") which the undersigned would be entitled to vote if personally
present at the Special Meeting of Shareholders of Huntington to be held at
____________________________________________________, Ohio, 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 merger of First Michigan Bank Corporation ("First
         Michigan") into Huntington (the "Merger"), pursuant to a certain
         Agreement and Plan of Merger and related Supplemental Agreement, each
         dated May 5, 1997, between Huntington and First Michigan, and the
         transactions contemplated therein, including 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 HUNTINGTON BANCSHARES
       INCORPORATED AND MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.