Item 4. Changes to Registrant’s Certifying Accountants.

     On February 24, 2004, Huntington Preferred Capital, Inc. (“HPCI”) determined not to renew the engagement of its independent accountants, Ernst & Young LLP, and appointed Deloitte & Touche LLP as its new independent accountants to audit HPCI’s financial statements for the year ending December 31, 2004. The decision not to renew the engagement of Ernst & Young LLP and to retain Deloitte & Touche LLP was made by the Audit Committee of HPCI’s Board of Directors. Ernst & Young LLP’s report on HPCI’s 2003 financial statements has not yet been issued, but is expected to be issued in March 2004 in conjunction with the filing of HPCI’s Annual Report on Form 10-K for the year ended December 31, 2003, at which time Ernst & Young LLP’s engagement will be terminated, except with respect to audit and audit-related services pertaining to the year ended December 31, 2003, as required by HPCI.

     The audit reports of Ernst & Young LLP on the financial statements of HPCI and subsidiary as of and for the years ended December 31, 2002 and 2001, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. HPCI anticipates that the audit report of Ernst & Young LLP, when issued, on the consolidated financial statements of HPCI and subsidiaries as of and for the year ended December 31, 2003, will not contain any adverse opinion or disclaimer of opinion, nor will it be qualified or modified as to uncertainty, audit scope, or accounting principles. A letter from Ernst & Young LLP is attached as Exhibit 16.1.

     During HPCI’s two most recent years ended December 31, 2002, and the subsequent interim period through February 24, 2004, there were no disagreements between HPCI and Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) and there were no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K).

     During HPCI’s two most recent years ended December 31, 2002, and the subsequent interim period through February 24, 2004, neither HPCI nor anyone on its behalf consulted with Deloitte & Touche LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.