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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.