EXHIBIT 10(O)(2)

Exhibit 10(o)(2)

FIRST AMENDMENT
TO THE
HUNTINGTON SUPPLEMENTAL
STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST


Pursuant to the authority granted under Section 8.1 of the Huntington
Supplemental Stock Purchase and Tax Savings Plan and Trust (the "Plan"),
Huntington Bancshares Incorporated hereby amends the Plan as follows effective
as stated herein.

Effective January 1, 1998:

1. Section 1.2 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new
Section 1.2.

"SECTION 1.2. PURPOSE OF THE PLAN. The purpose of
this Plan is to provide a supplemental savings
program for Eligible Employees of Huntington
Bancshares Incorporated and its related companies who
are unable to make important contributions to the
Huntington Stock Purchase and Tax Savings Plan
because the Employees have made the maximum elective
deferrals under Internal Revenue Code Section 402(g)
or the maximum elective contributions under the terms
of the Huntington Stock Purchase and Tax Savings
Plan."

2. Section 2.3 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new
Section 2.3:

"SECTION 2.3 ELIGIBLE EMPLOYEE shall mean, for any
Plan year, a person employed by an Employer who is a
Participant in the Qualified Plan and who is
determined by the Compensation and Stock Option
Committee of the Company's Board of Directors to be a
member of a select group of management or highly
compensated employees and who is designated by the
Compensation and Stock Option Committee of the
Company's Board of Directors to be an Eligible
Employee under the Plan. Any Employee who was a
Participant on November 19, 1997, is not an Eligible
Employee unless nominated by the Compensation and
Stock Option Committee of the Company's Board of
Directors. The accounts of such former Eligible
Employees shall remain in the Plan and be
administered in accordance with the Plan.

Prior to the beginning of the Plan year for which
their participation shall be effective, the Company
shall notify those individuals, if any,





who will (for the first time) become Eligible
Employees effective as of the first day of the Plan
Year following their election by the Compensation and
Stock Option Committee of the Company's Board of
Directors. Once the Compensation and Stock Option
Committee of the Company's Board of Directors
determines that an individual is an Eligible
Employee, that person shall remain an Eligible
Employee for all following Plan Years unless or until
the Compensation and Stock Option Committee of the
Company's Board of Directors determines that he is no
longer an Eligible Employee, in which case the
person's participation in the Plan shall cease
effective as of the first day of the Plan Year
following his removal."

3. Section 2.9 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new
Section 2.9:

"SECTION 2.9 SUPPLEMENTAL PRE-TAX CONTRIBUTIONS shall
mean the contributions made by a Participant pursuant
to Section 3.1. The Trustee shall hold the
Supplemental Pre-Tax Contributions of each
Participant in a Supplemental Account."

4. Section 3.1 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new
Section 3.1:

"SECTION 3.1 SUPPLEMENTAL PRE-TAX CONTRIBUTIONS. Each
Eligible Employee may elect to have all or any
portion of the Pre-Tax Contributions (matched or
unmatched) that he elected to defer under the
Qualified Plan, but which cannot be allocated to his
Pre-Tax Contribution account under such plan for the
Plan Year because the Employee has made the maximum
elective deferrals under Internal Revenue Code
Section 402(g) or the maximum elective contributions
under the terms of the Qualified Plan, allocated to
his Supplemental Account under this Plan.

An election pursuant to this section must be made
prior to the calendar year in which the Compensation
to which such election applies is earned; except as
to the year in which an employee first becomes an
Eligible Employee. With respect to the year in which
an employee first becomes an Eligible Employee, the
election must be made prior to the pay period in
which Compensation subject to an election is earned.
For purposes of the 1998 Plan Year only, and in
conjunction with the amendment and restatement of the
Qualified Plan effective as if April 1, 1998, all
Eligible Employees shall include in their election
for the 1998 Plan Year, the percentage of pre-April

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1, 1998 and post-April 1, 1998 contribution
deferrals. An election shall remain in full force and
effect for subsequent calendar years unless revoked
or modified by written instrument delivered to the
Plan Administrator prior to the first day of the
calendar year for which such revocation is to be
effective.

Supplemental Pre-Tax Contributions shall be paid to
the Trustee by the Employer within a reasonable time
after the payroll period with respect to which the
reduction in an Employee's Compensation pertains, but
in no event later than the end of the succeeding
month."

Effective April 1, 1998:

5. Section 2.12 is hereby deleted in its entirety and substituted
in lieu and in place there of is the following new Section
2.12:

"SECTION 2.12. VALUATION DATE shall mean each
business day of the Plan Year that the New York Stock
Exchange is open for trading or such other date or
dates deemed necessary or appropriate by the
Administrator."

6. Section 3.2 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new
Section 3.2:

"SECTION 3.2 SUPPLEMENTAL MATCHING CONTRIBUTIONS. The
Employer shall make Supplemental Matching
Contributions to the Plan equal to one hundred
percent (100%) of the Supplemental Pre-Tax
Contributions made by a Participant pursuant to
Section 3.01 of the Plan. Provided, however, such
Supplemental Matching Contribution shall not be made
on elective deferrals which exceed three percent (3%)
of the Participant's Compensation.

The Employer shall make additional Supplemental
Matching Contributions to the Plan equal to fifty
percent (50%) of the Supplemental Matching
Contributions made by a Participant pursuant to
Section 3.1 to the extent that such elective
deferrals exceed three percent (3%) but do not exceed
five percent (5%) of the Participant's Compensation.

Such Supplemental Matching Contributions shall be
fully vested and nonforfeitable at all times.


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Supplemental Matching Contributions may be made by
the Employer concurrently with payments to the
Trustee of the Participant's Supplemental Pre-Tax
Contributions under Section 3.1, provided, however,
such Supplemental Matching Contributions shall be
made no later than the time prescribed by law for
filing the Employer's Federal income tax return
(including extensions) for the taxable year with
respect to which the Supplemental Matching
Contributions are made. Supplemental Matching
Contributions may be made in the form of cash or
Common Stock, or a combination thereof."

Effective December 1, 1997:

7. Section 7.2 of the Plan is hereby deleted in its entirety and
substituted in lieu and in place thereof is the following new
Section 7.2:

"SECTION 7.2 GENERAL POWERS OF ADMINISTRATION. All
provisions set forth in the Qualified Plan with
respect to the administrative powers and duties of
Huntington Bancshares Incorporated, when relevant,
including the appointment of a Plan Administrative
Committee to act as the agent of the Company in
performing these duties, shall apply to this Plan.
The Company shall be entitled to rely conclusively
upon all tables, valuations, certificates, opinions
and reports furnished by any actuary, accountant,
controller, counsel or other person employed or
engaged by Huntington Bancshares Incorporated with
respect to the Plan. The Trustee is specifically
authorized to adopt unit accounting so that the
administration of this Plan can be done on the basis
of daily valuations."

8. In all other respects, the provisions of the Plan shall remain
in full force and effect.


HUNTINGTON BANCSHARES INCORPORATED
(COMPANY)



Date: November 19, 1997 By: /s/ Brenda K. Warne
----------------------------------

Its: Vice President
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THE HUNTINGTON NATIONAL BANK
(TRUSTEE)



Date: November 19, 1997 By: /s/ Norman Jacobs
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Its: President, Trust Division
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