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) March 11, 2009

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))

TABLE OF CONTENTS

EX-99.1

Item 7.01 — Regulation FD Disclosure

On March 11, 2009, Park National Corporation (“Park”) issued a news release (the “News Release”) announcing growth in loans for the two months ended February 28, 2009 and expected results for the three months ended March 31, 2009. A copy of this News Release is included as Exhibit 99.1 and incorporated herein by reference.

In the “Financial Review” section of Park’s 2008 Annual Report to Shareholders (“Annual Report”) (incorporated by reference in Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and included as Exhibit 13 to the Annual Report on Form 10-K), management provided guidance on the projected operating results for 2009. This guidance is included in the “Financial Review” section on pages 36-39.

The following is a discussion of the actual operating results for the first two months of 2009, the estimated results for the first quarter of 2009 and a comparison to the guidance previously provided for 2009.

Net Interest Income:

For the first two months of 2009, net interest income was $44.9 million. Management expects that net interest income for the first quarter of 2009 will be approximately $67.0 million. In the Annual Report, management had projected that net interest income would be $258 million to $263 million for 2009. The expected first quarter results are a little higher than what management had projected. The better performance in net interest income is largely due to the strong loan growth in 2009. Park’s total loans increased by $95.2 million or 2.1% to $4,586.6 million during the first two months of 2009.

Provision for Loan Losses:

For the first two months of 2009, the provision for loan losses was $4.8 million and net loan charge-offs were $3.6 million. Management expects that the provision for loan losses will be approximately $11.5 million for the first quarter of 2009. In the Annual Report, management had projected that the provision for loan losses would be approximately $45 million in 2009. The expected results for the first quarter are consistent with management’s projected results for 2009.

Other Income:

For the first two months of 2009, total other income was $11.3 million. Management expects that total other income for the first quarter of 2009 will be approximately $17.4 million. In the Annual Report, management had projected that total other income would be approximately $75 million for 2009. The expected results for the first quarter are a little less than management’s projected results for 2009. Based on the expected first quarter results, total other income for 2009 may be between $70 and $72 million and not the original projected $75 million.

Other Expense:

For the first two months of 2009, total other expense was $30.7 million. Management expects that total other expense will be approximately $46.0 million for the first quarter of 2009. In the Annual Report, management had projected that total other expense would be $184 million in 2009. The expected results for the first quarter are consistent with management’s projected results for 2009.

However, please note that the Federal Deposit Insurance Corporation (“FDIC”) recently announced that they may need to levy a special assessment for FDIC insurance on financial institutions in the second or third quarter of 2009. It is unclear at this time if a special assessment will be levied. The estimated total other expense of $184 million for 2009 does not include a special assessment by the FDIC.

Income Before Income Taxes:

For the first two months of 2009, income before income taxes was $20.6 million. Management expects that income before income taxes for the first quarter of 2009 will be approximately $26.9 million. In the Annual Report, management had projected that income before income taxes would be $104 million to $109 million for 2009. The expected results for the first quarter are consistent with management’s projected results for 2009.

Income Tax Expense:

For the first two months of 2009, income tax expense was $5.9 million or 28.4% of income before income taxes. Management expects that income tax expense will be approximately $7.6 million for the first quarter of 2009.

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Net Income:

For the first two months of 2009, net income was $14.75 million. Management expects that net income for the first quarter of 2009 will be approximately $19.3 million.

Net Income Available to Common Shareholders:

For the first two months of 2009, net income available to common shareholders was $13.8 million. Management expects that net income available to common shareholders will be approximately $17.9 million for the first quarter of 2009 and that earnings per common share will be approximately $1.28 for the quarter.

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 March 11, 2009.

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

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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: March 11, 2009	By:	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated March 11, 2009

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on March 11, 2009

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EX-99.1

Exhibit 99.1

N e w s R e l e a s e

March 11, 2009 For Immediate Release

Park National Corporation provides guidance
on first quarter 2009 earnings

January & February net income on target and loan growth momentum continues

NEWARK, Ohio — Park National Corporation (Park) (NYSE Alternext US:PRK) today reported operating results for the first two months of 2009, including $13.8 million in net income available to common shareholders and a loan loss provision of $4.8 million. Park also continues to benefit from very strong loan growth, increasing total loans by $95 million or 2.1 percent during the first two months of 2009 to $4.6 billion.

“Significant turmoil in the stock market prompted us to take the unprecedented action of describing our progress in the first two months of this year,” said Park Chairman, C. Daniel DeLawder.

Projected Earnings for the First Quarter of 2009

Park’s management expects that net income available to common shareholders will be approximately $18 million for the first quarter (three months ended March 31, 2009). The loan loss provision is expected to be $12 million for the first quarter of 2009. First quarter net income per common share is expected to be approximately $1.28. The expected results for the first quarter of 2009 are in line with the guidance Park provided in the financial review section of its 2008 annual report to shareholders that was included in its 10-K filed with the Securities and Exchange Commission on February 25, 2009.

DeLawder said, “While several large banking companies have announced significant reductions in their dividend payments, Park has not.” Park’s board of directors has reviewed the projected results for the first quarter and has indicated it expects to declare a second quarter cash dividend of $0.94 per share at the next board meeting (scheduled for April 20, 2009). This dividend is consistent with Park’s regular dividend amount.

Continued Strong Loan Growth

Park experienced growth in commercial loans, residential real estate loans and consumer loans. Especially low interest rates on fixed rate mortgages helped fuel Park’s origination of $111 million of fixed rate residential mortgage loans during the first two months of 2009. By comparison, Park originated $161 million of fixed rate residential mortgage loans in all of 2008.

“New clients are discovering the value of our dependable strength and extraordinary service, and long-time clients confidently rely on us to help them be secure and successful despite the difficult economy,” DeLawder said. “We welcome those opportunities and our skilled loan specialists are eager to help qualified borrowers in every community we serve.”

Headquartered in Newark, Ohio, Park National Corporation holds $7.1 billion in assets (as of December 31, 2008). Park consists of 14 community bank divisions and two specialty finance companies. Park’s Ohio-based banking operations are conducted through Park subsidiary The Park National Bank and its divisions which include Fairfield National Bank, Richland Bank, Century National Bank, First-Knox National Bank, Farmers and Savings Bank, United Bank, Second National Bank, Security National Bank, Unity National Bank, Citizens National Bank and The Park National Bank of Southwest Ohio & Northern Kentucky. Park’s other banking subsidiary is Vision Bank (headquartered in Panama City, Florida), and its Vision Bank Division (of Gulf Shores, Alabama). Park also includes Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance) and Guardian Finance Company.

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Media Contacts: Bethany Lewis, Communication Specialist, 740.349.3754 or John Kozak, Chief Financial Officer, 740.349.3792

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

N e w s R e l e a s e

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation: deterioration in the asset value of Vision Bank’s loan portfolio may be worse than expected; Park’s ability to execute its business plan successfully and within the expected timeframe; general economic and financial market conditions, and weakening in the economy, specifically, the real estate market and credit market, either national or in the states in which Park and its subsidiaries do business, are worse than expected; changes in the interest rate environment reduce net interest margins; competitive pressures among financial institutions increase significantly; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries; demand for loans in the respective market areas served by Park and its subsidiaries, and other risk factors relating to the banking industry as detailed from time to time in Park’s reports filed with the Securities and Exchange Commission including those described in “Item 1A. Risk Factors” of Part I of Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Park does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

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