8-K

UNITED STATES 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 (Date of earliest event reported)                      April      17,      2006

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction of incorporation)	(Commission File Number)	( IRS Employer Identification No.)

50 North Third Street, P.O. Box 3500, Newark, Ohio	43058-3500
(Address of principal executive offices)	(Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

TABLE OF CONTENTS

EX-99.1

Item 2.02 – Results of Operations and Financial Condition

     On April 17, 2006, Park National Corporation issued a news release announcing earnings for the three months ended March 31, 2006. A copy of this news release is included as Exhibit 99.1 and incorporated by reference.

     The information in this Current Report on Form 8-K, including Exhibit 99.1 included herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

Section 9 – Financial Statements and Exhibits.

Item 9.01 – Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Exhibits. The following exhibit is being furnished with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on April 17, 2006.

[Remainder of page intentionally left blank;
signature on following page.]

2

SIGNATURE

     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.

	PARK NATIONAL CORPORATION
Dated: April 17, 2006	By:	/S/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

3

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated April 17, 2006

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on April 17, 2006

4

EX-99.1

Exhibit 99.1

News Release

Media contacts:
Bethany White, Comm. Specialist 740.349.3754
John Kozak, Chief Financial Officer, 740.349.3792

April 17, 2006 For Immediate Release

Park National Corporation announces first quarter 2006
earnings and declares dividend

NEWARK, Ohio — Park National Corporation (Park) (AMEX:PRK) today announced earnings for the first quarter of 2006. Net income for the first three months of 2006 totaled $23.807 million, a 2.0 percent increase over 2005’s first quarter net income of $23.342 million. Diluted earnings per share for the same time period increased 5.0 percent from $1.61 in 2005 to $1.69 for 2006.

Park also announced a regular cash dividend of $.92 per share, payable on June 9, 2006 to shareholders of record on May 23, 2006.

Park National Corporation is an Ohio-based bank holding company headquartered in Newark, Ohio. It holds more than $5.4 billion in assets. Its 12 community banks and two specialty financing companies consist of 135 offices and 138 ATMs in 29 Ohio counties.

Its significant subsidiaries include The Park National Bank, Fairfield National Division, First Clermont Division, The Richland Trust Company, Century National Bank, The First-Knox National Bank, Farmers and Savings Division, United Bank, N.A., Second National Bank, The Security National Bank and Trust Co., Unity National Division, The Citizens National Bank of Urbana, Scope Aircraft Finance, and Guardian Finance. For more information, visit www.parknationalcorp.com.

Financial Tables are attached...

Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com

PARK NATIONAL CORPORATION
FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)
MARCH 31, 2006

INCOME STATEMENT

	THREE MONTHS ENDED
	MARCH 31,
							PERCENT
	2006			2005			CHANGE
NET INTEREST INCOME	$	53,419		$	54,445			-1.88	%
PROVISION FOR LOAN LOSSES		0			1,082			-100.00	%
OTHER INCOME		15,393			14,112			9.08	%
GAIN (LOSS) ON SALE OF SECURITIES		0			0
OTHER EXPENSE		35,012			34,404			1.77	%
INCOME BEFORE TAXES		33,800			33,071			2.20	%
NET INCOME		23,807			23,342			1.99	%
NET INCOME PER SHARE-BASIC		1.70			1.63			4.29	%
NET INCOME PER SHARE-DILUTED		1.69			1.61			4.97	%
CASH DIVIDENDS PER SHARE		0.92			0.90			2.22	%
RATIOS AND OTHER INFORMATION
RETURN ON AVERAGE ASSETS		1.78	%		1.70	%
RETURN ON AVERAGE EQUITY		17.65	%		16.92	%
YIELD ON EARNING ASSETS		6.57	%		5.97	%
COST OF PAYING LIABILITIES		2.67	%		1.93	%
NET INTEREST MARGIN		4.37	%		4.35	%
EFFICIENCY RATIO		50.48	%		49.68	%
NET LOAN CHARGE-OFFS (RECOVERIES)	($	1	)	$	937
NET CHARGE-OFFS AS A PERCENT OF LOANS		0.00	%		0.12	%

BALANCE SHEET
AT MARCH 31,

							PERCENT
	2006			2005			CHANGE
INVESTMENTS	$	1,683,274		$	2,016,859			-16.54	%
LOANS		3,318,314			3,249,914			2.10	%
LOAN LOSS RESERVE		69,695			70,322			-0.89	%
GOODWILL AND OTHER INTANGIBLES		68,551			71,099			-3.58	%
TOTAL ASSETS		5,444,445			5,676,842			-4.09	%
DEPOSITS		3,833,939			3,838,563			-0.12	%
BORROWINGS		989,312			1,212,477			-18.41	%
EQUITY		544,961			556,303			-2.04	%
BOOK VALUE PER SHARE		38.90			38.79			0.28	%
NONPERFORMING LOANS		22,454			22,672			-0.96	%
NONPERFORMING ASSETS		25,349			25,407			-0.23	%
PAST DUE 90 DAY LOANS		5,490			7,078			-22.44	%
RATIOS
LOANS/ASSETS		60.95	%		57.25	%
NONPERFORMING LOANS/LOANS		0.68	%		0.70	%
PAST DUE 90 DAY LOANS/LOANS		0.17	%		0.22	%
LOAN LOSS RESERVE/LOANS		2.10	%		2.16	%
EQUITY/ASSETS		10.01	%		9.80	%

PARK NATIONAL CORPORATION
Consolidated Statements of Income
(dollars in thousands, except per share data)

	Three Months Ended
	March 31,
	2006		2005
Interest income:
Interest and fees on loans	$	59,933	$	52,240
Interest on:
Obligations of U.S. Government, its agencies and other securities		19,564		21,444
Obligations of states and political subdivisions		977		1,174
Other interest income		122		101
Total interest income		80,596		74,959
Interest expense:
Interest on deposits:
Demand and savings deposits		5,004		2,968
Time deposits		12,316		9,337
Interest on borrowings		9,857		8,209
Total interest expense		27,177		20,514
Net interest income		53,419		54,445
Provision for loan losses		—		1,082
Net interest income after provision for loan losses		53,419		53,363
Other income		15,393		14,112
Gain (loss) on sale of securities		—		—
Other expense:
Salaries and employee benefits		20,046		20,001
Occupancy expense		2,262		2,280
Furniture and equipment expense		1,336		1,368
Other expense		11,368		10,755
Total other expense		35,012		34,404
Income before federal income taxes		33,800		33,071
Federal income taxes		9,993		9,729
Net income	$	23,807	$	23,342
Per Share:
Net income — basic	$	1.70	$	1.63
Net income — diluted	$	1.69	$	1.61
Weighted average shares — basic		14,034,360		14,331,261
Weighted average shares — diluted		14,095,895		14,475,634

PARK NATIONAL CORPORATION
Consolidated Balance Sheets
(dollars in thousands, except share data)

	March 31,
	2006			2005
Assets
Cash and due from banks	$	146,389		$	134,917
Money market instruments		10,052			23,329
Interest bearing deposits		300			1,598
Investment securities		1,683,274			2,016,859
Loans (net of unearned interest)		3,318,314			3,249,914
Allowance for possible loan losses		69,695			70,322
Loans, net		3,248,619			3,179,592
Bank premises and equipment, net		47,149			44,581
Other assets		308,662			275,966
Total assets	$	5,444,445		$	5,676,842
Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	654,689		$	609,064
Interest-bearing		3,179,250			3,229,499
Total deposits		3,833,939			3,838,563
Borrowings		989,312			1,212,477
Other liabilities		76,233			69,499
Total liabilities		4,899,484			5,120,539
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized in 2006 and 2005; 15,272,258 shares issued in 2006 and 15,271,213 in 2005)		208,405			208,346
Accumulated other comprehensive income, net of taxes		(25,280	)		(6,151	)
Retained earnings		487,816			443,700
Treasury stock (1,263,339 shares in 2006 and 928,421 shares in 2005)		(125,980	)		(89,592	)
Total stockholders’ equity		544,961			556,303
Total liabilities and stockholders’ equity	$	5,444,445		$	5,676,842

PARK NATIONAL CORPORATION
Consolidated Average Balance Sheets
(dollars in thousands)

	Three Months Ended
	March 31,
	2006			2005
Assets
Cash and due from banks	$	144,959		$	154,164
Money market instruments		9,067			7,999
Interest bearing deposits		300			1,763
Investment securities		1,664,820			1,892,717
Loans (net of unearned interest)		3,311,576			3,253,379
Allowance for possible loan losses		70,924			71,174
Loans, net		3,240,652			3,182,205
Bank premises and equipment, net		46,999			44,714
Other assets		308,560			278,232
Total assets	$	5,415,357		$	5,561,794
Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	654,181		$	620,212
Interest-bearing		3,126,606			3,209,914
Total deposits		3,780,787			3,830,126
Borrowings		1,000,367			1,094,636
Other liabilities		87,120			77,651
Total liabilities		4,868,274			5,002,413
Stockholders’ Equity:
Common stock		208,392			208,297
Accumulated other comprehensive income, net of taxes		(12,431	)		11,477
Retained earnings		474,114			430,088
Treasury stock		(122,992	)		(90,481	)
Total stockholders’ equity		547,083			559,381
Total liabilities and stockholders’ equity	$	5,415,357		$	5,561,794