SecProbe.io

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Mail Stop 4561

								March 20, 2006

By U.S. Mail and facsimile to (740) 349-3787

Mr. John W. Kozak
Chief Financial Officer
Park National Corporation
50 North Third Street, P.O. Box 3500
Newark, Ohio  43058

Re:	Park National Corporation - Employee Stock Ownership Plan
	Item 4.01 Form 8-K
      Filed March 17, 2006
	File No. 001-13006

Dear Mr. Kozak:

      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
1. Please amend your Form 8-K to indicate whether the decision to
dismiss Ernst & Young LLP as Park`s independent registered public
accounting firm was recommended or approved by your board of
directors and the date the board took such action.  Refer to Item
304.(a)(1)(iii) of Regulation S-K.

* * * * *

      As appropriate, please amend your filing and respond to this
comment within five business days or tell us when you will
respond.
You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comment and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

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

* the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call me at (202) 551-3781.

							Sincerely,

							Matthew Komar
							Staff Accountant
John W. Kozak
Park National Corporation
March 20, 2006
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