8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                              --------------------

                        DATE OF REPORT: JANUARY 27, 2004

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                       HUNTINGTON BANCSHARES INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                              --------------------


   Maryland                         0-2525                     31-0724920
- ---------------            ---------------------          ----------------------
(STATE OR OTHER            (COMMISSION FILE NO.)              (IRS EMPLOYER
JURISDICTION OF                                           IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

                              --------------------

                                Huntington Center
                              41 South High Street
                              Columbus, Ohio 43287
                                 (614) 480-8300
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
                       INCLUDING AREA CODE OF REGISTRANT'S
                          PRINCIPAL EXECUTIVE OFFICES)

                              ---------------------



ITEM  5.  OTHER EVENTS.

         On January 27, 2004, Huntington Bancshares Incorporated ("Huntington")
and Unizan Financial Corp. ("Unizan") issued a news release announcing that they
had entered into an Agreement and Plan of Merger, dated as of January 27, 2004.
A copy of the news release describing this transaction is attached as Exhibit
99.1 to this report, and is incorporated herein by reference. The materials used
in connection with Huntington's conference call presentation on January 27, 2004
relating to the merger are attached as Exhibit 99.2 to this report, and are
incorporated herein by reference.

         This Current Report on Form 8-K contains certain forward-looking
statements, including certain plans, expectations, goals, and projections, and
including statements about the benefits of the merger between Huntington and
Unizan, which are subject to numerous assumptions, risks, and uncertainties.
Actual results could differ materially from those contained or implied by such
statements for a variety of factors including: the businesses of Huntington and
Unizan may not be integrated successfully or such integration may take longer to
accomplish than expected; the expected cost savings and any revenue synergies
from the merger may not be fully realized within the expected timeframes;
disruption from the merger may make it more difficult to maintain relationships
with clients, associates, or suppliers; the required governmental approvals of
the merger may not be obtained on the proposed terms and schedule; Unizan's
stockholders may not approve the merger; changes in economic conditions;
movements in interest rates; competitive pressures on product pricing and
services; success and timing of other business strategies; the nature, extent,
and timing of governmental actions and reforms; and extended disruption of vital
infrastructure; and other factors described in Huntington's 2002 Annual Report
on Form 10-K/A, Unizan's 2002 Annual Report on Form 10-K, and documents
subsequently filed by Huntington and Unizan with the Securities and Exchange
Commission. All forward-looking statements included in this Current Report on
Form 8-K are based on information available at the time of the Report. Neither
Huntington nor Unizan assume any obligation to update any forward-looking
statement.

ITEM  7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.

         Exhibit 99.1  --  News Release of Huntington Bancshares Incorporated,
                           dated January 27, 2004.

         Exhibit 99.2  --  Presentation materials, January 27, 2004.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       HUNTINGTON BANCSHARES INCORPORATED



Date:    January 27, 2004              By: /s/ Richard A. Cheap
                                           -------------------------------------
                                           Richard A. Cheap, Secretary


                                  EXHIBIT INDEX




     EXHIBIT NO.                DESCRIPTION
                             

     Exhibit 99.1               News Release of Huntington Bancshares
                                Incorporated, dated January 27, 2004.

     Exhibit 99.2               Presentation materials, January 27, 2004.

EX-99.1

                                                                   Exhibit 99.1

NEWS RELEASE                                            [HUNTINGTON logo]



FOR IMMEDIATE RELEASE
JANUARY 27, 2004

CONTACTS:

HUNTINGTON
Media                                               Analysts
Jeri Grier-Ball   (614) 480-5413                    Jay Gould     (614) 480-4060
                                                    Susan Stuart  (614) 480-3878
UNIZAN
Media/Analysts
Sandy K. Upperman (330) 438-4858


                            HUNTINGTON BANCSHARES AND
                             UNIZAN FINANCIAL CORP.
                            ANNOUNCE MERGER AGREEMENT
                          o STRENGTHENS OHIO PRESENCE


         COLUMBUS, Ohio - Huntington Bancshares Incorporated (NASDAQ: HBAN) and
Canton, Ohio-based Unizan Financial Corp. (NASDAQ:UNIZ) today announced the
signing of a definitive agreement to merge the two organizations.

         Under the terms of the agreement, Unizan shareholders will receive
1.1424 shares of Huntington common stock, on a tax-free basis, for each share of
Unizan. Based on the $23.10 closing price of Huntington's common stock on
January 26, 2004, this represents a price of $26.39 per Unizan share, a 15%
premium to their closing price of $22.95, and values the transaction at
approximately $587 million. The merger was unanimously approved by both boards
and is expected to close late in the second quarter of 2004, pending customary
regulatory approvals, as well as Unizan shareholder approval. Huntington expects
the purchase to be accretive to 2004 earnings, excluding one-time charges, and
adds over 1% to earnings in 2005.

         "This merger is a great addition to Huntington's Ohio franchise," said
Thomas E. Hoaglin, chairman, president, and chief executive officer, "and we
look forward to welcoming



Unizan's customers and associates to the Huntington family. We have a high
regard for the Unizan management team, as well as their franchise, which has a
local-decision based culture and customer base very similar to our own."

         "We have previously stated an objective of deepening our Midwest market
presence," he noted. "Unizan provides us access to three new areas in Ohio
centered around Canton, Zanesville, and Newark, and further solidifies our
presence in the Dayton-Springfield and Columbus areas." As a result of the
merger, Huntington will have the #1 and #2 deposit market share positions in
Muskingum and Stark counties, respectively, #2 deposit market share positions in
the Columbus and Newark areas, and #5 deposit market position in the
Dayton-Springfield area.

         "Retaining customers and local management are key objectives," he
continued. "We are pleased to announce that upon completion of the merger, Roger
Mann, currently president and chief executive officer of Unizan, will become the
president of a newly created region that includes Summit, Stark, Tuscarawas, and
Muskingum counties. This continuity of leadership ensures customers will
continue to deal with familiar people and preserves the same level of local
commitment to our communities."

         "During the last two years, we have built an attractive network of
offices, created efficiencies in operations and focused on being a company that
values integrity and high-level customer service," said Roger Mann. "Being part
of Huntington is a great fit for our customers and communities. Huntington's
marketplace position is that of the local bank with national resources. As such,
their business model of local decision-making matches ours, and our customers
will benefit from having access to a broader array of products and services."

         Hoaglin and Mann noted that the number one priority is making the
transition seamless and effortless for Unizan's customers, and the company will
initiate an extensive communication program so customers will always be well
informed prior to any changes taking place.

         Upon completion of the merger, Huntington will have 381 offices, 751
ATMs, deposits of approximately $20 billion as of December 31, 2003, on a pro
forma basis. In Ohio, Huntington would operate 205 offices, 417 ATMs with
deposits of approximately $12 billion as of December 31, 2003, on a pro forma
basis.



ABOUT UNIZAN

         Unizan Financial Corp., a $2.7 billion holding company, is a premier
financial services organization headquartered in Canton, Ohio. The company
operates 45 full-service retail financial centers in five metropolitan markets
in Ohio -- Canton, Columbus, Dayton, Newark and Zanesville. Through Unizan
Financial Corp.'s subsidiaries, Unizan Bank, National Association; Unizan
Financial Services Group, National Association; Unizan Banc Financial Services,
Inc.; and Unizan Financial Advisors, Inc., the company offers its client base
corporate and retail banking, Internet banking and wealth management products
and services. Additionally, the company operates niche businesses in government
guaranteed loan programs through its business lending centers in Cincinnati,
Cleveland, Columbus and Dayton, Ohio; Detroit, Michigan; Mt. Arlington, New
Jersey; and Indianapolis, Indiana; as well as aircraft lending centers in
Columbus; Orlando, Florida; and Sacramento, California.


ABOUT HUNTINGTON

         Huntington Bancshares Incorporated is a $30 billion regional bank
holding company headquartered in Columbus, Ohio. Through its affiliated
companies, Huntington has more than 138 years of serving the financial needs of
its customers. Huntington provides innovative retail and commercial financial
products and services through more than 300 regional banking offices in Indiana,
Kentucky, Michigan, Ohio and West Virginia. Huntington also offers retail and
commercial financial services online at www.huntington.com; through its
technologically advanced, 24-hour telephone bank; and through its network of
nearly 700 ATMs. Selected financial service activities are also conducted in
other states including: Dealer Sales offices in Florida, Georgia, Tennessee,
Pennsylvania and Arizona; Private Financial Group offices in Florida; and
Mortgage Banking offices in Florida, Maryland and New Jersey. International
banking services are made available through the headquarters office in Columbus
and additional offices located in the Cayman Islands and Hong Kong.

CONFERENCE CALL / WEBCAST INFORMATION

     Huntington's senior management will host an investor conference call today,
January 27th, at 12:00 noon EST. The call may be accessed via a live Internet
webcast at www.huntington-ir.com or through a dial-in telephone number at
888-747-3526. Slides will be available at www.huntington-ir.com just prior to
12:00 noon EST on January 27, 2004 for review during the call. A replay of the
webcast will be archived in the Investor Relations section of Huntington's web
site www.huntington.com. A telephone replay will be available two hours after
the completion of the call through February 10, 2004 at 888-266-2081; conference
ID 378395.

FORWARD-LOOKING STATEMENT

     This press release contains certain forward-looking statements, including
certain plans, expectations, goals, and projections, and including statements
about the benefits of the merger between Huntington and Unizan, which are
subject to numerous assumptions, risks, and uncertainties. Actual results could
differ materially from those contained or implied by such statements for a
variety of factors including: the businesses of Huntington and Unizan may not be
integrated successfully or such integration may take longer to accomplish than
expected; the expected cost savings and any revenue synergies from the merger
may not be fully realized within the expected timeframes; disruption from the
merger may make it more difficult to maintain relationships with clients,
associates, or suppliers; the required governmental approvals of the merger may
not be obtained on the proposed terms and schedule; Unizan's stockholders may
not approve the merger; changes in economic conditions; movements in interest
rates; competitive pressures on product pricing and services; success and timing
of other business strategies; the nature, extent, and timing of governmental
actions and reforms; and extended disruption of vital infrastructure; and other
factors described in Huntington's 2002 Annual Report on Form 10-K/A, Unizan's
2002 Annual Report on Form 10-K, and documents subsequently filed by Huntington
and Unizan with the Securities and Exchange Commission. All




forward-looking statements included in this news release are based on
information available at the time of the release. Neither Huntington nor Unizan
assume any obligation to update any forward-looking statement.


ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

     Huntington and Unizan will be filing relevant documents concerning the
transaction with the Securities and Exchange Commission, including a
registration statement on Form S-4 which will include a proxy
statement/prospectus. Stockholders will be able to obtain a free copy of the
proxy statement/prospectus, as well as other filings containing information
about Huntington and Unizan, at the Securities and Exchange Commission's
internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and
the filings with the Securities and Exchange Commission that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, without charge, by directing a request to Huntington Bancshares
Incorporated, Huntington Center, 41 South High Street, Columbus, Ohio 43287,
Attention: Investor Relations, 614-480-4060, or Unizan Financial Corp., 220
Market Avenue South, Canton, Ohio, 44702, Attn: Media Relations, 330-438-4858.

     STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING
THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.

     The directors and executive officers of Unizan and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed merger. Information regarding Unizan's directors and executive officers
is available in its proxy statement filed with the SEC by Unizan on March 14,
2003. Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.


                                       ###

EX-99.2

Exhibit 99.2

An Expanding Ohio Presence and

Forward Looking Comments This presentation contains certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the merger between Huntington and Unizan, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: the businesses of Huntington and Unizan may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes; disruption from the merger may make it more difficult to maintain relationships with clients, associates, or suppliers; the required governmental approvals of the merger may not be obtained on the proposed terms and schedule; Unizan's stockholders may not approve the merger; changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of other business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure; and other factors described in Huntington's 2002 Annual Report on Form 10-K/A, Unizan's 2002 Annual Report on Form 10-K, and documents subsequently filed by Huntington and Unizan with the Securities and Exchange Commission. All forward-looking statements included in this news release are based on information available at the time of the release. Neither Huntington nor Unizan assume any obligation to update any forward-looking statement.

A Good Strategic Fit Strengthens Ohio presence Attractive financial benefits Low execution risk

Strengthens Ohio Presence Ohio deposit market share... 5.4% to 6.5% Three new markets Canton 19% deposit market share - #2 Newark 13% deposit market share - #2 Zanesville 43% deposit market share - #1 Enhanced deposit market share Dayton-Springfield 4% to 6% Columbus 18% to 19%

A Stronger Ohio Presence HBAN Offices ATMs Ohio HBAN 162 361 UNIZ 43 56 Combined 205 417 Other states 176 334 Total 381 751 UNIZ

A Stronger Ohio Presence Deposits as of June 30, 2003 Source - SNL Financial as of 1-23-04

Attractive Financial Benefits Immediately accretive to both GAAP and cash EPS (excluding merger charges) 0.72% and 1.01% accretion to GAAP EPS in 2004 and 2005, respectively 0.74% and 1.49% accretion to cash EPS in 2004 and 2005, respectively Reduces auto loan and lease concentration... 28% to 26%

Low Execution Risk Retention of local management Familiarity with management Similar "local bank" business culture Low credit risk Conservative cost savings Single bank charter Single technology platform Right sized acquisition

Transaction Summary Price Per Share: $ 26.39 * Transaction Value: $587MM Fixed Exchange Ratio: 1.1424 HBAN shares Market Premium: 15% (over the 1-26-04 closing price) Consideration: 100% stock (10% share repurchase to follow) Anticipated Closing: 2Q04 Structure: Tax-free exchange * Based on HBAN's 1-26-04 closing price of $23.10

Reasonable Multiples Transaction Comparable Multiples Transactions (1) Price/LTM EPS 20.3 X (2) 22.5 X Price/estimated EPS 14.3 (3) 19.5 Price/stated book value 189.4 % (2) 242.2 % Price/tangible book value 299.9 (2) 276.4 Core deposit premium 23.6 (2) 23.29 Market premium 15.0 (4) 19.9 (1) Median of U.S. bank transactions announced since 12/31/02 with deal values between $250 MM and $1 B (2) @ 9/30/03 (3) UNIZ's estimated 2004 EPS reflects the annualized after-tax impact of balance sheet restructuring and fair market value adjustments excluding cost savings. (4) Based on UNIZ's closing price of $22.95 on 1/26/04

Pro Forma GAAP Earnings Pro Forma for: Pro Forma for: 2004 1 2005 HBAN First Call EPS Estimates $1.65 $1.79 UNIZ First Call EPS Estimates 2 1.18 1.28 HBAN First Call Earnings $382.8 $415.3 UNIZ First Call Earnings 2 13.1 28.3 Cost of Funds for Share Buyback (.9) (1.8) Anticipated Cost Savings 3 4.1 10.9 Balance Sheet Restructuring 4.6 8.3 Purchase Accounting Adjustments 4 .9 (.2) Pro Forma Net Income $404.6 $460.8 Pro Forma GAAP EPS $1.66 $1.81 HBAN's Current First Call Estimate $1.65 $1.79 Accretion .72% 1.01% Assumes a June 30, 2004 closing, and excludes one-time restructuring charge First Call median 2004 estimate, grown at 8.5% for 2005 Assumes 25% of Unizan's core NonInterest expense Includes amortization of Trust and Core Deposit Intangibles, as well as accretion from Fair Market Value Adjustments MM MM MM MM

Pro Forma Cash Earnings Pro Forma for: Pro Forma for: 2004 1 2005 HBAN Cash Net Income 2 $383.3 $415.8 UNIZ First Call Earnings 2 14.1 30.4 Cost of Funds for Share Buyback (.9) (1.8) Anticipated Cost Savings 3 4.1 10.9 Balance Sheet Restructuring 4.6 8.3 Pro Forma Net Income $405.2 $463.6 Pro Forma Cash EPS $1.66 $1.82 HBAN's Current Cash Estimate $1.65 $1.79 Accretion .74% 1.49% Assumes a June 30, 2004 closing, and excludes one-time restructuring charge GAAP EPS estimates plus pro forma intangible amortization; Unizan's 2004 GAAP estimate is grown at 8.5% for 2005 Assumes 25% of Unizan's core NonInterest expense MM MM MM MM

Estimated Cost Savings Percent of ($ MM) Unizan's Expenses Salary and benefits $11.3 16.8% Other expenses 5.5 8.2 Total cost savings, pre-tax $16.8 25.0% Total cost savings, after-tax $10.9

Estimated Merger Charges ($ MM) Severance and other personnel related $13.2 Conversion and integration 4.5 Contract termination 3.0 Transaction costs 2.9 Other charges 2.0 Total charges, pre-tax $25.6 Total charges, after-tax $19.9

Impact on Capital (1) Projected TCE ratio trends: 12/03 actual 6.80% 6/04 @ close 6.47% 12/04 6.62% 12/05 6.87% TCE ratio rebuilds rapidly Consistent with TCE 6.50%-6.75% target Reduced concentration of auto loans and leases... 28% @ 12/03 26% (1) Assumes no additional capital management and 7% asset growth

HBAN UNIZ Combined ($MM) $ % $ % $ % Total C&I and CRE $ 9,486 42.5% $ 920 46.5% $10,406 42.8% Total Aircraft 0 0.0 133 6.8 133 0.5 Auto Loans and leases 4,894 21.9 90 4.5 4,984 20.5 Home Equity 3,792 17.0 342 17.4 4,167 17.1 Residential RE 2,531 11.3 450 22.9 2,981 12.3 Other Consumer 373 1.7 33 1.7 373 1.5 Total Consumer 11,589 51.9 915 46.5 12,504 51.5 Total Loans & Leases 21,075 94.4 1,968 100.0 23,043 94.8 Auto Operating Leases 1,260 5.6 0 0.0 1,260 5.2 Total $22,335 100.0% $1,968 100.0% $24,303 100.0% Total Auto Exposure $ 6,154 27.7% $ 90 4.5% $ 6,244 25.7% Non-interest Bearing Deposits $ 6,411 34.7% $ 207 10.6% $ 6,618 32.3% Interest Bearing Deposits 12,076 65.3 1,769 89.5 13,845 67.7 Total Deposits $18,487 100.0% $1,976 100.0% $20,464 100.0% Total Equity $ 2,275 $ 303 $ 2,578 Total Assets $30,484 $2,727 $33,211 Combined Loans and Deposits - 12/31/03

Summary Complementary business culture Local bank decision-making Access to national resources Builds on Ohio franchise Financially attractive Accretive Conservative assumptions No reliance on revenue enhancements Low risk integration Adds niche businesses SBA lending Personal aircraft lending

Additional Information About the Merger and Where to Find It Huntington and Unizan will be filing relevant documents concerning the transaction with the Securities and Exchange Commission, including a registration statement on Form S-4 which will include a proxy statement/prospectus. Stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Huntington and Unizan, at the Securities and Exchange Commission's internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Huntington Bancshares Incorporated, Huntington Center, 41 South High Street, Columbus, Ohio 43287, Attention: Investor Relations, 614-480-4060, or Unizan Financial Corp., 220 Market Avenue South, Canton, Ohio, 44702, Attn: Media Relations, 330-438-4858. Stockholders are urged to read the proxy statement/prospectus, and other relevant documents filed with the Securities and Exchange Commission regarding the proposed transaction when they become available, because they will contain important information. The directors and executive officers of Unizan and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Unizan's directors and executive officers is available in its proxy statement filed with the SEC by Unizan on March 14, 2003. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

The Local Bank With National Resources