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) October 15, 2007

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction	(Commission	( IRS Employer
of incorporation)	File Number)	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:

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))

Item 2.02 – Results of Operations and Financial Condition

          On October 15, 2007, Park National Corporation (“Park”) issued a news release (the “News Release”) announcing earnings for the three months and the nine months ended September 30, 2007. A copy of the News Release is included as Exhibit 99.1 and incorporated herein by reference.

          Park’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate Park’s performance. Specifically, management reviews return on average tangible realized equity, and has included in the Release information relating to the return on average tangible realized equity for the three-month and nine-month periods ended September 30, 2007 and 2006. For purposes of calculating this non-GAAP financial measure, net income for each period is divided by average tangible realized equity during the period. Average tangible realized equity equals average stockholders’ equity during the applicable period less (i) average goodwill and other intangible assets during the period and (ii) average accumulated other comprehensive (loss), net of taxes, during the period. Management believes that return on average tangible realized equity presents a more accurate view of Park’s operating performance and ensures comparability of operating performance from period to period while eliminating certain non-operational effects of acquisitions and unrealized gains and losses arising from mark-to-market accounting for the fair market value of investment securities. Park has provided a reconciliation of average tangible realized equity to average stockholders’ equity solely for the purpose of complying with SEC Regulation G and not as an indication that return on average tangible realized equity is a substitute for return on average equity as determined by GAAP.

Item 9.01 – Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibit is included with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on October 15, 2007.

[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: October 15, 2007	By:	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

3

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated October 15, 2007

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on October 15, 2007

4

EX-99.1

\

Exhibit 99.1

N e w s  R e l e a s e

October 15, 2007 CONFIDENTIAL

Park National Corporation reports third quarter 2007 earnings

NEWARK, Ohio - Park National Corporation (Park) (AMEX:PRK) today reported net income for the third quarter of 2007 totaled $21.3 million, 10.5 percent less than the $23.8 million reported for the same period in 2006. Diluted earnings per share for the third quarter of 2007 were $1.50, a 12.3 percent decrease from 2006’s third quarter diluted earnings per share of $1.71. Park’s third quarter 2007 earnings include results of operations from Vision Bank, a Florida-based affiliate that joined Park on March 9, 2007.

Operating results from the first three quarters of 2007 (ended September 30, 2007) reflected net income of $65.9 million, a 7.9 percent decrease compared to $71.5 million for the first nine months of 2006. Diluted earnings per share for the first three quarters of 2007 were $4.61, 9.8 percent less than diluted earnings per share of $5.11 for the first nine months in 2006. The figures for 2007 included results from the Vision Bank operations since March 9, 2007.

According to its normal annual schedule, Park’s board of directors will meet in November to consider the next quarterly dividend.

The provision for loan losses was $5.8 million for the third quarter of 2007 and $10.9 million for the first nine months of 2007 compared to $935,000 for the third quarter of 2006 and $2.4 million for the first nine months of 2006. Park’s annualized net charge-off to loans ratio was 0.56 percent for the third quarter of 2007 and was 0.37 for the nine-month period ended September 30, 2007. Both ratios are above Park’s past five-year annual average of 0.30 percent. The increase in charge-offs and the corresponding increase in loan loss provision for both the third quarter and the nine-month period of 2007 were due in large part to the recent difficult real estate market conditions in both Ohio and Florida.

On July 30, 2007, Park announced that it would create a single operating system for its 12 Ohio-based banking subsidiaries and divisions, resulting in a merger of its eight Ohio banking charters into one charter. “Our associates have made steady progress on our initiative to improve efficiency by standardizing and simplifying our operations in Ohio,” Park Chairman C. Daniel DeLawder said. A single charter and common operating system will help each bank save valuable resources and concentrate on serving customers. The 12 Ohio banks will operate as divisions of Park subsidiary The Park National Bank. Each community bank will retain its local leadership, local decision-making and unique local identity. Park expects to begin merging its Ohio-based subsidiary banks and converting individual bank systems in the second half of 2008, subject to obtaining all necessary regulatory approvals.

Headquartered in Newark, Ohio, Park holds $6.511 billion in assets (based on asset totals as of September 30, 2007). Park and its subsidiaries consist of 14 community banking divisions, 12 of which are based in Ohio, 1 in Alabama and 1 in Florida, and 2 specialty finance companies. Park operates 154 offices through the following organizations: The Park National Bank, The Park National Bank of Southwest Ohio & Northern Kentucky Division, Fairfield National Division, The Richland Trust Company, Century National Bank, The First-Knox National Bank of Mount Vernon, 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, Vision Bank of Panama City, Florida, Vision Bank Division of Gulf Shores, Alabama, Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance), and Guardian Financial Services Company.

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

Complete financial tables are listed below...

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)

INCOME STATEMENT	THREE MONTHS ENDED									NINE MONTHS ENDED
	SEPTEMBER 30,									SEPTEMBER 30,
							PERCENT									PERCENT
	2007			2006			CHANGE			2007			2006			CHANGE
NET INTEREST INCOME	$	59,416		$	53,562			10.93	%	$	174,724		$	160,803			8.66	%
PROVISION FOR LOAN LOSSES		5,793			935			519.57	%		10,879			2,402			352.91	%
OTHER INCOME		19,060			16,354			16.55	%		53,696			48,075			11.69	%
GAIN (LOSS) ON SALE OF SECURITIES		0			97						0			97
OTHER EXPENSE		42,817			35,489			20.65	%		124,606			105,357			18.27	%
INCOME BEFORE TAXES		29,866			33,589			-11.08	%		92,935			101,216			-8.18	%
NET INCOME		21,304			23,805			-10.51	%		65,877			71,498			-7.86	%
NET INCOME PER SHARE - - BASIC		1.50			1.72			-12.79	%		4.62			5.12			-9.77	%
NET INCOME PER SHARE - - DILUTED		1.50			1.71			-12.28	%		4.61			5.11			-9.78	%
CASH DIVIDENDS PER SHARE		0.93			0.92			1.09	%		2.79			2.76			1.09	%
RATIOS AND OTHER INFORMATION
RETURN ON AVERAGE ASSETS		1.35	%		1.77	%					1.46	%		1.78	%
RETURN ON AVERAGE EQUITY		13.69	%		17.66	%					14.33	%		17.73	%
RETURN ON AVERAGE TANGIBLE REALIZED EQUITY (a)		18.89	%		19.06	%					18.74	%		19.35	%
YIELD ON EARNING ASSETS		7.26	%		6.87	%					7.23	%		6.74	%
COST OF PAYING LIABILITIES		3.62	%		3.10	%					3.52	%		2.89	%
NET INTEREST MARGIN		4.17	%		4.33	%					4.26	%		4.36	%
EFFICIENCY RATIO		54.25	%		50.39	%					54.22	%		50.05	%
NET LOAN CHARGE-OFFS	$	5,851		$	935					$	10,866		$	2,398
NET CHARGE- OFFS AS A PERCENT OF LOANS		0.56	%		0.11	%					0.37	%		0.10	%
BALANCE SHEET
AT SEPTEMBER 30,							PERCENT
	2007			2006			CHANGE
INVESTMENTS	$	1,735,145		$	1,563,706			10.96	%
LOANS		4,174,652			3,390,477			23.13	%
LOAN LOSS RESERVE		79,846			69,698			14.56	%
GOODWILL AND OTHER INTANGIBLES		199,679			67,277			196.80	%
TOTAL ASSETS		6,511,136			5,393,333			20.73	%
TOTAL DEPOSITS		4,535,172			3,889,439			16.60	%
BORROWINGS		1,276,321			871,336			46.48	%
EQUITY		628,338			558,206			12.56	%
BOOK VALUE PER SHARE		44.57			40.37			10.40	%
NONPERFORMING LOANS		61,444			22,262			176.00	%
NONPERFORMING ASSETS		69,509			25,469			172.92	%
PAST DUE 90 DAY LOANS		4,734			6,710			-29.45	%
RATIOS
LOANS/ASSETS		64.12	%		62.86	%
NONPERFORMING LOANS/LOANS		1.47	%		0.66	%
PAST DUE 90 DAY LOANS/LOANS		0.11	%		0.20	%
LOAN LOSS RESERVE/LOANS		1.91	%		2.06	%
EQUITY/ASSETS		9.65	%		10.35	%

(a) Net Income for each period divided by average tangible realized equity during the period. Average tangible realized equity equals average stockholders’ equity during the applicable period less (i) average goodwill and other intangible assets during the period and (ii) average accumulated other comprehensive (loss), net of taxes, during the period.

RECONCILIATION OF AVERAGE STOCKHOLDERS’ EQUITY TO AVERAGE TANGIBLE REALIZED EQUITY:

	THREE MONTHS ENDED				NINE MONTHS ENDED
	SEPTEMBER 30,				SEPTEMBER 30,
	2007		2006		2007		2006
AVERAGE STOCKHOLDERS’ EQUITY		617,483		534,805		614,612		539,102
Less Average Goodwill and Other Intangible Assets		197,776		67,676		168,734		68,309
Plus Average Accumulated Other Comprehensive Loss, Net of Taxes		27,616		28,471		24,167		23,203
AVERAGE TANGIBLE REALIZED EQUITY		447,323		495,600		470,045		493,996

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006
Interest income:
Interest and fees on loans	$	83,964	$	65,843	$	238,625	$	188,991
Interest on:
Obligations of U.S. Government, its agencies and other securities		18,826		18,430		55,651		57,032
Obligations of states and political sub- divisions		754		893		2,349		2,815
Other interest income		222		124		802		346
Total interest income		103,766		85,290		297,427		249,184
Interest expense:
Interest on deposits:
Demand and savings deposits		11,309		7,397		29,936		18,645
Time deposits		21,440		14,914		60,249		40,628
Interest on borrowings		11,601		9,417		32,518		29,108
Total interest expense		44,350		31,728		122,703		88,381
Net interest income		59,416		53,562		174,724		160,803
Provision for loan losses		5,793		935		10,879		2,402
Net interest income after provision for loan losses		53,623		52,627		163,845		158,401
Other income		19,060		16,354		53,696		48,075
Gain (loss) on sale of securities		—		97		—		97
Other expense:
Salaries and employee benefits		24,386		20,268		71,014		59,834
Occupancy expense		2,678		2,275		7,991		6,719
Furniture and equipment expense		1,587		1,273		4,503		3,964
Other expense		14,166		11,673		41,098		34,840
Total other expense		42,817		35,489		124,606		105,357
Income before income taxes		29,866		33,589		92,935		101,216
Income taxes		8,562		9,784		27,058		29,718
Net income	$	21,304	$	23,805	$	65,877	$	71,498
Per Share:
Net income — basic	$	1.50	$	1.72	$	4.62	$	5.12
Net income — diluted	$	1.50	$	1.71	$	4.61	$	5.11
Weighted average shares — basic		14,193,019		13,859,498		14,273,759		13,957,097
Weighted average shares — diluted		14,193,019		13,888,458		14,279,810		13,998,253

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

	September 30,
	2007			2006
Assets
Cash and due from banks	$	154,472		$	150,251
Money market instruments		11,991			5,541
Interest bearing deposits		1			1
Investment securities		1,735,145			1,563,706
Loans (net of unearned income)		4,174,652			3,390,477
Allowance for loan losses		79,846			69,698
Loans, net		4,094,806			3,320,779
Bank premises and equipment, net		66,527			46,672
Other assets		448,194			306,383
Total assets	$	6,511,136		$	5,393,333
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	692,749		$	686,501
Interest bearing		3,842,423			3,202,938
Total deposits		4,535,172			3,889,439
Borrowings		1,276,321			871,336
Other liabilities		71,305			74,352
Total liabilities		5,882,798			4,835,127
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized in 2007 and 2006; 16,151,213 shares issued in 2007 and 15,272,258 in 2006)		300,321			208,403
Accumulated other comprehensive (loss), net of taxes		(19,945	)		(16,056	)
Retained earnings		545,854			509,917
Treasury stock (2,053,764 shares in 2007 and 1,443,789 shares in 2006)		(197,892	)		(144,058	)
Total stockholders’ equity		628,338			558,206
Total liabilities and stockholders’ equity	$	6,511,136		$	5,393,333

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Assets
Cash and due from banks	$	147,393		$	144,600		$	151,997		$	143,822
Money market instruments		16,800			7,621			20,206			8,031
Interest bearing deposits		1			1			1			112
Investment securities		1,531,063			1,533,314			1,527,891			1,595,671
Loans (net of unearned income)		4,115,617			3,367,532			3,948,942			3,339,023
Allowance for loan losses		79,862			70,304			77,441			70,453
Loans, net		4,035,755			3,297,228			3,871,501			3,268,570
Bank premises and equipment, net		64,747			46,989			59,860			46,958
Other assets		458,025			319,819			421,708			316,630
Total assets	$	6,253,784		$	5,349,572		$	6,053,164		$	5,379,794
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	699,274		$	673,957		$	690,323		$	665,573
Interest bearing		3,837,602			3,200,769			3,678,205			3,162,824
Total deposits		4,536,876			3,874,726			4,368,528			3,828,397
Borrowings		1,019,870			858,131			986,424			930,177
Other liabilities		79,555			81,910			83,600			82,118
Total liabilities		5,636,301			4,814,767			5,438,552			4,840,692
Stockholders’ Equity:
Common stock		300,322			208,403			279,285			208,400
Accumulated other comprehensive (loss), net of taxes		(27,616	)		(28,471	)		(24,167	)		(23,203	)
Retained earnings		534,323			495,813			524,827			485,030
Treasury stock		(189,546	)		(140,940	)		(165,333	)		(131,125	)
Total stockholders’ equity		617,483			534,805			614,612			539,102
Total liabilities and stockholders’ equity	$	6,253,784		$	5,349,572		$	6,053,164		$	5,379,794

###