S-8 POS: Post-effective amendment to a S-8 registration statement

As filed with the Securities and Exchange Commission on April 1, 1998
Registration No. 33-46327
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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HUNTINGTON BANCSHARES INCORPORATED
(Exact name of Registrant as specified in its charter)

Maryland 31-0724920
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)


Huntington Center
41 South High Street
Columbus, Ohio 43287
(Address of Registrant's principal executive offices)

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HUNTINGTON INVESTMENT AND TAX
SAVINGS PLAN
(Full title of the Plan)

previously know as the
Huntington Stock Purchase and Tax Savings Plan and Trust

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Ralph K. Frasier, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
614/480-4647
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

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Copies of Correspondence to:
Mary Beth M. Clary, Esq.
John B. Pisaris, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215

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INTRODUCTION

Effective April 1, 1998, the Board of Directors of Huntington Bancshares
Incorporated (the "Corporation") amended the Huntington Stock Purchase and Tax
Savings Plan and Trust. Among other changes, the Plan's name was changed to the
Huntington Investment and Tax Savings Plan. A copy of the amended Plan is being
filed as an exhibit to this Post-Effective Amendment No. 1 to Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information concerning the Plan, specified
in Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such documents are not filed as part of this Registration Statement in
accordance with the Note to Part I of the Form S-8 Registration Statement.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.


The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by the Corporation pursuant to Sections 13(a), 14
or 15(d) of the Exchange Act are hereby incorporated herein by reference:

1. Annual Report on Form 10-K for the year ended December 31, 1997, as
filed with the Commission on February 20, 1998;

2. Proxy Statement for the Annual Meeting of Shareholders held on April
23, 1998, as filed with the Commission on February 18, 1998;

3. Current Reports on Form 8-K, dated January 14, 1998, filed with the
Commission on January 20, 1998, and March 16, 1998, filed with the
Commission on March 16, 1998, each to report annual and or quarterly
earnings and/or certain developments; and

In addition, the description of the rights issued under a certain Rights
Agreement, dated February 22, 1990, as amended August 16, 1995, between the
Corporation and The Huntington National Bank, as successor Rights Agent, which
rights are attached to all shares of the Corporation's Common Stock, that is
contained in the Corporation's Form 8-A filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, and the
Corporation's Current Report on Form 8-K, dated August 16, 1995, and as the same
may be updated in any amendment or report filed for the purpose of updating such
description, is incorporated by this reference.

All other documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other

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subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

The contents of the Form S-8 Registration Statement previously filed with
the Commission by the Registrant on March 11, 1992, are hereby incorporated by
reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on March 24, 1998.

HUNTINGTON BANCSHARES INCORPORATED



By: /s/ Ralph K. Frasier
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Ralph K. Frasier, Secretary and General Counsel


Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.