SecProbe.io

Mail Stop 4561      March 27, 2009
By U.S. Mail and Facsimile to: (740) 349-3765 and 349-3709

C. Daniel DeLawder Chief Executive Officer Park National Corporation 50 North Third Street P.O. Box 3500 Newark,  Ohio  43058-3500

Re: Park National Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 25, 2009
 File No. 001-13006

Dear Mr. DeLawder:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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 comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Lending Activities, page 9

Residential Real Estate and Commercial Loans, page 12

1. Please tell us and revise future filings to disclosure if variable rate loans are
underwritten at fully indexed rates or at in itial, introductory rate s.  If these loans
are not underwritten at fully indexed rates, please include an expanded discussion of the associated loan products and how you monitor the increased credit risks associated with interest rate resets.

C. Daniel DeLawder
Park national
March 27, 2009
Page 2

2. Please tell us and revise future filings to disclose whether the underwriting
policies and procedures for loans orig inated by Visions Bank prior to its
acquisition by you were the same as yours.  If not, please discuss the primary
differences in the various loan products and underwriting policies and procedures.

Exhibit 13
Credit Experience, page 39

3. We note your disclosure of the significant credit quality issues in the loan
portfolio acquired from Visions Bank.  We  also note the signif icant deterioration
of your credit quality ratios at each quar ter in 2008 and at December 31, 2008.
Considering the following trends in your asset quality ratios, please tell us and
revise future filings to provide a mo re robust discussion of how management
developed the allowance for loan losses and the associated provision in each
quarter of 2008, including the facts and ci rcumstances resulti ng in the recognition
of approximately 46% of the total 20 08 provision in the fourth quarter.

• Non-performing loans increased appr oximately 54% at December 31, 2008
from December 31, 2007.

• Charge-offs increased approximate ly 139% at December 31, 2008 from
December 31, 2007.

• Non-performing loans as a percentage of the allowance for loan losses
decreased approximately 26% at December 31, 2008 from December 31, 2007.

• We note that charge-offs in 2008 appr oximated 57% of non-performing loans
at December 31, 2007.  Please explain w hy you believe, if true, that you will
not experience similar charge-offs in 2009.

Table 12 – Consolidated Five-Year Selected Financial Data, page 43

Table 13 – Quarterly Financial Data, page 44

4. Please refer to your presentation of ne t income and EPS before impairment
charge. We believe that your presenta tion of non-GAAP measures for recurring
items does not comply with the spirit of the Commission’s guidance on these
measures.  Accordingly, please revise your  presentations as necessary to address
the following:

C. Daniel DeLawder
Park national
March 27, 2009
Page 3

• Please revise your future filings to e liminate such Non-GAAP measures which
exclude recurring items.  In light of the goodwill impairments charges
recorded in 2008 and 2007 and your re maining goodwill balance, it appears
such charges may be considered re curring.  Refer to Question 8 under
Frequently Asked Questions Regardi ng the Use of Non-GAAP Financial
Measures (the FAQ’s) which is available on our website

• Based on the guidance of Question 11 under Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures which is available on
our website, it appears that your earnings per share measures, as well as return
on equity, return on assets, and efficien cy ratios which exclude such items are
prohibited and should be removed because  the items which are being excluded
do in fact accrue dire ctly to shareholders.

Part III
Item 11.  Executive Compensation
5. Your statement in “Compensation Philo sophy and Objectives” of the importance
of profitability for shareholders as expre ssed by return on shareholders’ equity is
confusing in light of your adding back the goodwill impairment charges for the calculation of income for purposes of computing the bonuses.  Please revise.
6. In the discussion of the adjustment to income in the third paragraph of “Incentive Compensation Plan,” please clarify whet her the amount added back was the $109
million you mention or only the $54 million r ecognized in the period.  If it is the
former, please explain why it is appropriate to add that back in this year.  Please
indicate the reported income for the peri od so readers can see the significance of
the amount added back on compensation income.
7. The third paragraph on page 32 of the de finitive proxy statem ent is unclear.
Please explain in reasonable detail why further cuts were not appropriate.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

C. Daniel DeLawder
Park national
March 27, 2009
Page 4

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  You may contact Paul Cline at 202- 551- 3851 or Kevin Vaughn at (202) 551-
3494 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jessica Livingston at (202) 551-3448 or me at (202) 551-3698
with any other questions.
Sincerely,

Mark Webb Branch Chief