Park National Corporation
50 North Third Street
Post Office Box 3500
Newark, Ohio 43058-3500
(740) 349-8451
www.parknationalcorp.com

November 18, 2008

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549

Attn:	William C. Friar
	Senior Financial Analyst
	Mail Stop 4561

Re:	Park National Corporation
	PRE 14A — Preliminary Proxy Materials
	Filed on October 29, 2008
	File Number 1-13006

Dear Mr. Friar:

          We appreciate having the opportunity to speak with you on November 14 and November 17, 2008, regarding the additional information you require in order to evaluate our response to Comment No. 1 of the comments of the Securities and Exchange Commission (the “Commission”) provided in your letter, dated November 7, 2008, related to the preliminary copies of the Letter to Shareholders, Notice of Special Meeting of Shareholders, Proxy Statement, form of revocable proxy and form of revocable voting instructions (for participants in the Park National Corporation Employees Stock Ownership Plan) (collectively, the “Proxy Materials”) filed by Park National Corporation (“Park”, “we” or “our”) on October 29, 2008.

          In responding to the Commission’s comments, Park acknowledges that:

• Park is responsible for the adequacy and accuracy of the disclosure in the filing;

United States Securities and Exchange Commission
November 18, 2008
Page 2

• Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking action with respect to the filing; and

• Park may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Impact of Sale of Senior Preferred Shares and Issuance of Related Warrant to U.S. Treasury

          You have asked that we provide information as to the pro forma effect on Park’s consolidated financial statements if Park were to participate in the TARP Capital Purchase Program (the “CPP”) instituted by the United States Department of the Treasury (the “U.S. Treasury”) under the Emergency Economic Stabilization Act of 2008. The requested unaudited pro forma financial information of Park for the fiscal year ended December 31, 2007 and as of and for the nine months ended September 30, 2008 is included in Annex 1 to this letter. This unaudited pro forma financial information shows the effects of a minimum of $47.0 million and a maximum of $100.0 million of cumulative perpetual preferred shares (the “Senior Preferred Shares”) issued by Park to the U.S. Treasury pursuant to the CPP. The balance sheet data give effect to the proceeds from the sale of the Senior Preferred Shares as of the September 30, 2008 balance sheet date. The income statement data give effect to the proceeds from the sale of the Senior Preferred Shares at the beginning of each of (i) the fiscal year ended December 31, 2007 and (ii) the nine months ended September 30, 2008.

          The proceeds from the sale of the Senior Preferred Shares are assumed to be invested in U.S. Government Agency mortgage-backed securities with a yield of 5%. The effective dividend on the Senior Preferred Shares includes the coupon rate of 5% as well as the accretion of the discount on the Senior Preferred Shares over a five-year period via the effective yield method. The estimated discount on the Senior Preferred Shares has been determined based on the value that is allocated to the warrant (the “Warrant”) issued to the U.S. Treasury with the Senior Preferred Shares. The Warrant entitles the U.S. Treasury to purchase a number of common shares of Park having a market price equal to 15% of the aggregate amount of the Senior Preferred Shares purchased by the U.S. Treasury. An incremental tax rate of 35% has been used, which rate represents Park’s federal income tax rate.

          Park believes the pro forma information presented in Annex 1 to this letter demonstrates that the inclusion of the financial information required by Item 13(a) of Regulation 14A is not material for the exercise of prudent judgment in connection with the consideration and vote upon the proposed amendment to Article FOURTH of Park’s Articles of Incorporation to authorize Park to issue up to 200,000 preferred shares.

United States Securities and Exchange Commission
November 18, 2008
Page 3

          We believe the foregoing provides the information you requested. Should you need any further information, please contact me at (740) 349-3792 or Park’s outside legal counsel, Elizabeth (“Betsy”) Turrell Farrar at (614) 464-5607.

Very truly yours,

/s/ John W. Kozak

John W. Kozak
Chief Financial Officer

cc:	David Lyon, Securities and Exchange Commission
	Elizabeth Turrell Farrar, Esq.

Annex 1

Park National Corporation
Pro Forma Information for Issuance of Preferred Shares
Balance Sheet Data
(Dollars in Thousands)

	Historical
	9/30/2008			Minimum A			Maximum A
ASSETS
Cash and due from banks	$	161,591		$	161,591		$	161,591
Securities and other interest earning assets		1,829,843			1,876,843	B		1,929,843	B
Loans, net of loan loss reserve		4,377,476			4,377,476			4,377,476
Other assets		430,823			430,823			430,823
Total assets	$	6,799,733		$	6,846,733		$	6,899,733
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits	$	4,774,509		$	4,774,509		$	4,774,509
Borrowings		1,404,746			1,404,746			1,404,746
Other liabilities		90,793			90,793			90,793
Total liabilities		6,270,048			6,270,048			6,270,048
SHAREHOLDERS’ EQUITY
Preferred shares		—			47,000	A		100,000	A
Common shares		301,211			301,211			301,211
Warrant		—			3,300	C		7,000	C
Discount on preferred		—			(3,300	) C		(7,000	) C
Retained earnings		440,968			440,968			440,968
Accumulated other comprehensive (loss), net of taxes		(4,390	)		(4,390	)		(4,390	)
Treasury stock, at cost		(208,104	)		(208,104	)		(208,104	)
Total shareholders’ equity		529,685			576,685			629,685
Total liabilities and shareholders’ equity	$	6,799,733		$	6,846,733		$	6,899,733

	Assumptions
A	The minimum proceeds are $47 million and the maximum proceeds are $100 million from issuing preferred shares under the TARP Capital Purchase Program. The balance sheet data give effect to the equity proceeds as of the balance sheet date.
B	The funds received from the preferred share issue are assumed to be invested in U. S. Government Agency mortgage-backed securities at a yield of 5%. An incremental tax rate of 35% was used.
C	The carrying values of the preferred shares and warrant are based on their estimated relative fair values at the issue date. The discount on the preferred shares is amortized over a five-year period via the effective yield method.

Park National Corporation
Pro Forma Information for Issuance of Preferred Shares
(Dollars in Thousands except per share amounts)

	Year
	Ended
	12/31/2007		Minimum A			Maximum A
Net income before impairment charge	$	76,742	$	78,270	B	$	79,992	B
Effective dividend on preferred shares			$	2,927	C	$	6,225	C
Net income available to common shareholders			$	75,343		$	73,767
Earnings per share before impairment charge
Basic	$	5.40	$	5.30		$	5.19
Diluted	$	5.40	$	5.29		$	5.18
Average basic shares outstanding		14,212,805		14,212,805			14,212,805
Average diluted shares outstanding		14,217,483		14,234,660	D		14,254,031	D

	Nine
	Months
	9/30/2008		Minimum A			Maximum A
Net income before impairment charge	$	57,743	$	58,889	B	$	60,181	B
Effective dividend on preferred shares			$	2,195	C	$	4,669	C
Net income available to common shareholders			$	56,693		$	55,512
Earnings per share before impairment charge
Basic	$	4.14	$	4.06		$	3.98
Diluted	$	4.13	$	4.05		$	3.96
Average basic shares outstanding		13,964,561		13,964,561			13,964,561
Average diluted shares outstanding		13,964,561		13,981,738	D		14,001,109	D

	Assumptions
A	The minimum proceeds are $47 million and the maximum proceeds are $100 million from issuing preferred shares under the TARP Capital Purchase Program. The income statement data give effect to the equity proceeds at the beginning of the period.
B	The funds received from the preferred share issue are assumed to be invested in U. S. Government Agency mortgage-backed securities at a yield of 5%. An incremental tax rate of 35% was used.
C	The effective dividend on preferred shares includes the coupon rate of 5% as well as the accretion of the discount on the preferred shares. This discount is being amortized over a five-year period via the effective yield method.
D	The 20 day average price for Park’s common shares was $66.95 and accordingly the number of common shares subject to the warrant was 105,302 for the minimum and 224,048 for the maximum. The change in the diluted shares outstanding was computed using the treasury stock method and the price of Park’s common shares was assumed to be $80 per share.

Park National Corporation
Pro Forma Information for Issuance of Preferred Shares
(Dollars in Thousands)

	Minimum		Maximum
Preferred Shares	$	47,000	$	100,000
Computed est. discount		3,300		7,000
Amortization Schedule for discount — level yield
Year 1		577		1,225
Year 2		616		1,307
Year 3		657		1,394
Year 4		702		1,487
Year 5		748		1,587
Total		3,300		7,000
Annual interest cost - 5%		2,350		5,000
Plus accretion for Year 1		577		1,225
Effective dividend		2,927		6,225

The estimated discount is determined based on the value that is allocated to the warrant upon issuance. The discount is accreted back to par value on a constant effective yield method over a five-year term, which is the effective life of the preferred shares upon issuance. The estimated accretion is based on a number of assumptions which are subject to change. These assumptions include the discount rate on the preferred shares and assumptions underlying the value of the warrant. The estimated proceeds are allocated based on the relative fair value of the warrant as compared to the fair value of the preferred shares. The fair value of the warrant is determined under a Black-Scholes model. The fair value of the preferred shares is determined based on assumptions regarding the market rate on the preferred shares.