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CORRESP

Park National Corporation

50 North Third Street

Post Office Box 3500

Newark, Ohio 43058-3500

(740) 349-8451

www.parknationalcorp.com

November 14, 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 yesterday afternoon and discuss 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;

November 14, 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 to U.S. Treasury of Senior Preferred Shares

     You have asked that we provide a narrative explanation of the pro forma effect of the sale of
100,000 cumulative perpetual preferred shares, each with a liquidation preference of $1,000 per
share (the “Senior Preferred Shares”), by Park to the United States Department of the Treasury (the
“U.S. Treasury”) if Park participates in the TARP Capital Purchase Program (the “CPP”) at the level
Park applied for on November 6, 2008. As of the time we are forwarding this correspondence to the
Commission, Park’s application to participate in the CPP remains pending — Park has not yet
received preliminary approval of its application.

     The $100 million proceeds from the sale of the Senior Preferred Shares by Park to the U.S.
Treasury (the “Proceeds”) will be used by Park to repay borrowed money, fund loan growth and
purchase investment securities. The portion of the Proceeds used for each purpose will depend upon
the conditions prevailing at the time the sale of the Senior Preferred Securities is consummated.

     The Senior Preferred Shares would pay cumulative dividends at a rate of 5% per annum for the
first five years and would reset to a rate of 9% per annum after year five. Park will not receive
a tax deduction for the $5 million aggregate amount of dividends payable to the U.S. Treasury in
respect of the Senior Preferred Shares for each of the first five years, or for the dividends
payable thereafter if the Senior Preferred Shares remain outstanding. As a result, the tax
equivalent “interest rate” represented by the dividends payable on the Senior Preferred Shares
(using Park’s 35% federal income tax rate) is 7.69%.

     Park’s management estimates the average annual interest rate associated with borrowed funds
which would be repaid with the Proceeds to be approximately 4% for the five-year period. If the
Proceeds were used solely to repay borrowings, Park would save $4 million (pre-tax) in interest
expense each year. The after-tax savings would reflect a reduction by 35% for federal income taxes
(based on Park’s federal income tax rate), resulting in a positive impact to net income of $2.6
million. Park does not pay a state income tax, so no adjustment need be made to reflect a state
income tax rate. The net impact on net income available to common shareholders if the Proceeds
were used solely to repay borrowed funds would be a decrease of $2.4 million. For the fiscal year
ended December 31, 2007 (“Fiscal 2007”), Park reported net income before goodwill impairment charge
of $76.7 million. As a result, the pro forma negative impact to net income available to common
shareholders would decrease the Fiscal 2007 net income before goodwill impairment charge by $2.4
million or 3.1%. Through the first nine months of the fiscal year ending December 31, 2008 (the
“2008 Nine-Month Period”), Park

November 14, 2008

Page 3

reported net income before goodwill impairment charge of $57.7 million. The pro forma
negative impact to net income available to common shareholders for three-fourths of a year (i.e.,
the equivalent of the 2008 Nine-Month Period) would decrease the net income before goodwill
impairment charge for the 2008 Nine-Month Period by $1.8 million or 3.1%.

     Park’s management believes that the impact on net income described in the preceding paragraph
is conservative. Some of the Proceeds will be used to fund loan growth and to purchase investment
securities. Park’s management estimates that the average interest rate on new loans is
approximately 6% and the interest rate available in respect of recent investment securities
purchase opportunities has been approximately 5%. If the Proceeds were used in equal one-third
portions to repay borrowings, purchase investment securities and fund new loans, Park’s average
annual interest earnings/savings rate would be approximately 5%. The after-tax positive impact to
net income would be $3.25 million (based on Park’s 35% federal income tax rate). The net impact on
net income available to common shareholders if the Proceeds were used to repay borrowed funds, fund
loan growth and purchase investment securities in equal portions would be a decrease of $1.75
million. The pro forma negative impact to net income available to common shareholders would
decrease the Fiscal 2007 net income before goodwill impairment charge by $1.75 million or 2.3%.
The pro forma negative impact to net income available to common shareholders for three-fourths of a
year (i.e., the equivalent of the 2008 Nine-Month Period) would decrease the net income before
goodwill impairment charge for the 2008 Nine-Month Period by $1.3 million or 2.3%.

     Park’s management believes that the pro forma negative impact to net income available to
common shareholders, resulting from either of the potential uses of Proceeds described above, is
not material.

Impact of Warrant Issued to U.S. Treasury in Connection with Sale of Senior Preferred Shares

     If Park participates in the CPP, it must issue a warrant (the “Warrant”) to the U.S. Treasury
to purchase a number of common shares having a market price equal to 15% of the aggregate amount of
the Senior Preferred Shares purchased by the U.S. Treasury. Based upon an investment by the U.S.
Treasury of the $100 million which Park applied for, Park would issue a Warrant to the U.S.
Treasury to purchase a number of common shares having a market price equal to $15 million. The
Warrant will have a term of ten years. The initial exercise price for the Warrant, and the market
price for determining the number of common shares subject to the Warrant, will be calculated based
on the average of the closing prices of Park’s common shares on the 20 trading days ending on the
last trading day prior to the date Park’s application for participation in the CPP is preliminarily
approved by the U.S. Treasury. Based on the average of the closing prices of Park’s common shares
on the 20 trading days ended November 12, 2008 ($67.70), the number of Park common shares subject
to the Warrant would be 221,566, or 1.59% of the 13,964,533 common shares outstanding on November
12, 2008 (1.56% of the common shares which would be outstanding if the Warrant were exercised in
full).

November 14, 2008

Page 4

     Park most recently issued stock options during the fourth quarter of Fiscal 2007. Those stock
options had a term of five years and a fair value of $9.92 per share underlying the stock options.

     In accordance with the guidance provided in the letter from the staff of the Commission’s
Office of the Chief Accountant and the staff of the Financial Accounting Standards Board (the
“FASB”) to Mr. David G. Nason, Assistant Secretary for Financial Institutions, of the U.S.
Treasury, dated October 24, 2008, the Warrant will be classified as permanent equity under
applicable U.S. GAAP and Park will not record any expense associated with the issuance of the
Warrant. Park has not only sufficient authorized but unissued common shares but also sufficient
treasury shares to satisfy the number of common shares which would be required to be delivered upon
exercise of the Warrant.

     The common shares underlying the Warrant will be treated as part of common stock equivalents
using the treasury stock method. The Warrant will have a slight negative impact on earnings per
common share if the then current market price of Park’s common shares is higher than $67.70 per
share under the treasury stock method. Assuming a market price of $100 per common share, under the
treasury stock method, Park would add 71,566 of the common shares subject to the Warrant to common
stock equivalents. These additional common stock equivalents would dilute earnings per share by
approximately 0.5%.

     The fair value of the Warrant (which has a term of ten years) is estimated to be approximately
$19 per share underlying the Warrant or approximately $4.2 million. This estimate is based on the
stock options granted in Fiscal 2007 having a fair value of $9.92 per share with a term of five
years.

     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.