SecProbe.io

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 December 16, 2025

 Via EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention: Ms. Madeline Mateo

 Re:

 Request for Acceleration of Effectiveness
 Park National Corporation Registration Statement on Form S-4 (File No. 333-291969)

 Dear Ms. Mateo:

 Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the “ Commission ”) promulgated under the Securities Act of 1933, as amended,
 Park National Corporation hereby respectfully requests that the effectiveness of the above referenced registration statement on Form S-4, File No. 333-291969, as amended, be accelerated by the Commission so that it will become effective at 9:00 a.m.
 Eastern Time on December 19, 2025, or as soon thereafter as practicable.

 Please contact Bradley M. Thompson of Squire Patton Boggs (US) LLP at (513) 361-1238 or bradley.thompson@squirepb.com with any questions you may have. In addition, please notify Mr. Thompson when
 this request for acceleration has been granted.

 Very truly yours,

 Park National Corporation

 By:

 /s/ Brady T. Burt

 Name:

 Brady T. Burt

 Title:

 Chief Financial Officer, Secretary and Treasurer

 cc:

 James J. Barresi
 Bradley M. Thompson
 (Squire Patton Boggs (US) LLP)

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    Park National Corporation

    50 North Third Street

    Newark, Ohio 43058

    (740) 349-8451

    November 15, 2018

    VIA EDGAR

    Eric Envall

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            Park National Corporation

            Registration Statement on Form S-4; File No. 333-228145

            Request for Acceleration

    Dear Mr. Envall:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, Park National Corporation (the “Company”) hereby requests that its Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”)

        on November 2, 2018 (File No. 333-228145), as amended on November 15, 2018 (the “Registration Statement”), be made effective at 4:00 p.m. (EST) on November 19, 2018, or as
        soon as possible thereafter.

    Please contact James J. Barresi of Squire Patton Boggs (US) LLP at (513) 361-1260 or by email at james.barresi@squirepb.com
        with any questions you may have concerning this request.  In addition, please notify Mr. Barresi when this request for acceleration has been granted.

            PARK NATIONAL CORPORATION

            By:

            /s/ David L. Trautman

            David L. Trautman

            Chief Executive Officer and President

            cc:

            James J. Barresi, Squire Patton Boggs (US) LLP

November 8, 2018
David L. Trautman
Chief Executive Officer and President
Park National Corporation
50 North Third Street
Newark, OH 43055
Re:Park National Corporation
Registration Statement on Form S-4
Filed November 2, 2018
File No. 333-228145
Dear Mr. Trautman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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		Document

Park National Corporation
50 North Third Street

Newark, Ohio 43058

(740) 349-8451

April 4, 2018

VIA EDGAR

Mr. Christopher Dunham

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Park National Corporation

Registration Statement on Form S-4; File No. 333-223559

Request for Acceleration

Dear Mr. Dunham:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Park National Corporation (the “Company”) hereby requests that its Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on March 9, 2018 (File No. 333-223559), as amended on April 4, 2018 (the “Registration Statement”), be made effective at 4:00 p.m. (EST) on April 5, 2018, or as soon as possible thereafter.

Please contact James J. Barresi of Squire Patton Boggs (US) LLP at (513) 361-1260 or by email at james.barresi@squirepb.com with any questions you may have concerning this request.  In addition, please notify Mr. Barresi when this request for acceleration has been granted.

PARK NATIONAL CORPORATION

By:

  /s/ David L. Trautman

 David L. Trautman

 Chief Executive Officer and President

cc:  James J. Barresi, Squire Patton Boggs (US) LLP

Mail Stop 4720

March 19, 2018

David L. Trautman
Chief Executive Officer and President
Park National Corporation
50 North Third Street
Newark, OH 43055

Re: Park National Corporation
  Registration Statement on Form S-4
Filed  March 9, 2018
  File No.  333-223559

Dear  Mr. Trautman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests fo r acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Christopher Dunham, Staff Attorney, at (202) 551 -3783  with any
questions .

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Acting Assistant Director
Office of Financial Services

cc: James J. Barresi, Esq.

March 30, 2012
 Via E-mail

John W. Kozak Chief Financial Officer Park National Corporation 50 North Third Street P.O. Box 3500 Newark, Ohio 43058
Re: Park National Corporation
 Form 10-K for the Year Ended December 31, 2010
Filed February 28, 2011 Form 10-Q for the Quarter Ended June 30, 2011 Filed August 15, 2011 File No. 001-13006

Dear Mr. Kozak:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Christian Windsor
Christian Windsor Special Counsel

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March 6, 2012

Via EDGAR Transmission

Mr. Christian Windsor

Special Counsel

United States

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

 RE: Park National Corporation

Form 10-K for the Year Ended December 31,
2010

Filed February 28, 2011

Form 10-Q for the Quarter Ended June 30,
2011

Filed August 15, 2011

File No. 001-13006

Dear Mr. Windsor:

In response to the comments of the Securities and Exchange
Commission (the “Commission”) provided in your letter dated September 29, 2011, related to the Form 10-K of Park
National Corporation (“Park”, the “Company” “we” or “our”) for the year ended
December 31, 2010 (the “2010 Form 10-K”) and the Form 10-Q of Park for the quarterly period ended June 30, 2011
(the “June 30, 2011 Form 10-Q”), we previously submitted communication to you via EDGAR transmission on October
11, 2011. Park’s management subsequently participated in conversations with various Commission personnel regarding the
status of our appeal of the findings by Vision Bank’s regulators regarding our ASC 310 impairment analysis for certain
impaired commercial loans at Vision Bank which were the subject of guarantor support. This communication
is being submitted to provide via EDGAR transmission e-mail correspondence that had been shared directly with Commission
personnel.

As noted below, Park is contemporaneously submitting requests for
confidential treatment pursuant to 17 C.F. R. Section 200.83 (each, a “Confidential Treatment Request”) with respect
to the documents referred to in the respective e-mail correspondence as they are the subject of exemptions provided under the Freedom
of Information Act. These documents are being supplied to the respective members of the Staff of the Division of Corporation Finance
of the Commission separately from this correspondence and accompanied by appropriate written requests for confidential treatment.

The following e-mail correspondence had previously been shared directly
with Commission personnel and is being submitted herewith via EDGAR transmission:

 1) On Tuesday, December 13, 2011, John Kozak, Chief Financial
Officer of Park, sent an e-mail to Erin Purnell, which included the following message:

We received this e-mail on Friday afternoon from the FDIC
concerning our appeal of the examination report for Vision Bank. As we discussed a few minutes ago, we are in the process of filing
a Form 8-K to indicate that we have received the letter and we are talking to our external auditors about our next step. Our auditors
continue to feel strongly that our accounting for these loans is in accordance with GAAP. The letter indicates that we should re-file
the Call Report for Vision Bank at year-end 2010. Our external auditors do not believe that we should restate our financial statements
at year-end 2010. They prefer that we write-off the remaining loans during the fourth quarter of 2011. The proposed restatement
is for $19 million, but the loan balances have been reduced to $9 million by September 30, 2011. As we discussed, I would like
to talk to someone at the SEC about this. Thanks for all of your help.

The letter referenced in the e-mail communication above
is excluded from this correspondence and being separately submitted as an appendix to a Confidential Treatment Request.

 2) On Friday, January 13, 2012, Matt Miller, a Vice President
in Park’s accounting department, sent an e-mail to Hugh West, which included the following message:

Please find attached the confidential memo that John Kozak
mentioned in his voice mail to you earlier this morning.  The memo addresses the questions that you and your team from the
SEC provided during our call on Monday, January 9th.  After you have a chance to read through the memo, please
give John a call at 740-349-3792 to discuss any questions that you may have and next steps.

The confidential memo referenced in the e-mail communication
above is excluded from this correspondence and being separately submitted as an appendix to a Confidential Treatment Request.

In responding to the Commission’s comments and supplemental
questions, management of Park acknowledges the following:

 · Park’s
management is responsible for the adequacy and accuracy of the disclosures in Park’s filings;

 · Staff
comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect
to a 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.

Park takes very seriously our responsibility to provide complete
and accurate disclosures to the users of the information included in our filings.

If you have any questions regarding this correspondence, please
contact me at (740) 349-3792.

Sincerely,

/s/ John W. Kozak

John W. Kozak

Chief Financial Officer

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    Unassociated Document

October 11, 2011

Via EDGAR Transmission

Mr. Christian Windsor

Special Counsel

United States

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

RE: Park National Corporation

Form 10-K for the Year Ended December 31, 2010

Filed February 28, 2011

Form 10-Q for the Quarter Ended June 30, 2011

Filed August 15, 2011

File No. 001-13006

Dear Mr. Windsor:

We have reviewed the comments of the Securities and Exchange Commission (the “Commission”) provided in your letter dated September 29, 2011, related to the Form 10-K of Park National Corporation (“Park”, the “Company” “we” or “our”) for the year ended December 31, 2010 (the “2010 Form-10-K”) and the Form 10-Q of Park for the quarterly period ended June 30, 2011 (the “June 30, 2011 Form 10-Q”).

Form 10-K for the Year Ended December 31, 2010

General Comments

1.

We note that you disclose in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, that you intend to file an amended 10-K because you have now determined that there was a material deficiency in your internal controls over financial reporting.  Given the impact that this determination has over not only your controls and procedures disclosure required by Item 9A of Form 10-K, but also on Management’s Report on Internal Controls as well as Crow Horvath’s report, please provide us with your analysis supporting your conclusion that an Item 4.02 8-K was not required.

1

Management Response

Park’s management used the following reasoning to conclude that filing a Form 8-K for Item 4.02 was not required.

·

Except as noted in the immediately following bullet, a registrant is permitted to disclose information which may be required to be disclosed in a report on Form 8-K in its periodic report (Form 10-Q) rather than filing a separate Form 8-K, if the event to be disclosed occurs within four business days before a registrant’s filing of a periodic report.

On August 9, 2011, Park’s management, in discussion with the Audit Committee of Park’s Board of Directors, concluded that the event requiring disclosure (management’s conclusion that a material weakness in internal control over financial reporting existed as of December 31, 2010) occurred, which was within four business days of the filing of our June 30, 2011 Form 10-Q.

·

However, all Item 4.02 events must be reported on a Form 8-K, rather than in a periodic report. Item 4.02 deals with “Non-Reliance on Previously Issued Financial Statements or a Related Audit Report.”

Park’s management concluded that because none of the numbers or other disclosure included in Park’s December 31, 2010 financial statements (incorporated by reference in the 2010 Form 10-K from Park’s 2010 Annual Report) was changing, that an Item 4.02 Form 8-K was not required.

The audit report issued by Crowe Horwath, LLP (Crowe Horwath) was going to change due to the fact that it addressed not only Crowe Horwath’s audit of Park’s financial statements but also Crowe Horwath’s audit of Park’s internal control over financial reporting.  However, only the portion of the audit report governing the audit of Park’s internal control over financial reporting was to be modified and no longer relied upon as a result of the conclusion that a material weakness in internal control over financial reporting existed as of December 31, 2010.

Specifically, the section of Crowe Horwath’s audit report that provides the opinion on the financial statements would remain the same: “In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Park National Corporation as of December 31, 2010 and 2009 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.”

On October 11, 2011, Park filed the amended Form 10-K/A.  In this filing, Management’s Report on Internal Control Over Financial Reporting was changed to discuss the material weakness in internal control.  Additionally, Crowe Horwath’s Report of Independent Registered Public Accounting Firm was changed to note the material weakness in internal control. No changes were made to Crowe Horwath’s audit opinion regarding Park’s consolidated financial statements covered by the 2010 Form 10-K.

2

Management’s Discussion and Analysis – Incorporated from the Financial Review Section of the Company’s Annual Report filed as Exhibit 13

2.

Given the extensive impact of the performance of Vision and the impact of the credit problems with loans originated by Vision on your financial results, revise future filings to discuss all material steps taken by Management to remediate the problems at Vision.  Also, include management’s view of how long Vision’s results will continue to drag down overall company performance.  Please refer to Item 303(a) of Regulation S-K, including Instruction 3 to Item 303 (a).

Management Response

Park will expand the disclosure in future filings in Management’s Discussion and Analysis section to detail management’s actions to date to remediate the problems at Vision Bank.  We will also add additional disclosure on economic activity in the market area in which Vision Bank operates and provide management’s latest thoughts and projections on the future financial performance of Vision Bank.

Executive Compensation – Incorporated from Definitive Proxy Statement on Schedule 14A filed March 14, 2011

Compensation Discussion and Analysis

Executive Summary, page 34

3.

We note that your Compensation Discussion and Analysis section includes only one named executive officer aside from the PEO and PFO.  We also note that your proxy statement lists only three executive officers.  Please tell us, with a view toward disclosure, how you determined which persons are designated as executive officers of your company, as defined by Rule 3b-7 and please explain why you have included compensation information for only one executive officer other than the PEO and PFO.  Refer to Item 402(a)(3)(iii) of Regulation S-K.

Management Response

The Board of Directors of Park has elected four officers:  (a) C. Daniel DeLawder, Chief Executive Officer (who also serves as Chairman of the Board); (b) David L. Trautman, President and Secretary; (c) John W. Kozak, Chief Financial Officer; and (d) Brady T. Burt, Chief Accounting Officer.  As disclosed under the caption “EXECUTIVE OFFICERS” on pages 31 and 32 of Park’s definitive Proxy Statement filed on March 14, 2011, only Messrs. DeLawder, Trautman and Kozak have been elected by Park’s Board of Directors to serve in the capacity of an executive officer.  These three individuals are the only persons who have been given the authority to perform policy-making functions for Park.

3

We are aware that under the definition of “executive officer” as set forth in Rule 3b-7 under the Securities Exchange Act of 1934 (the “Exchange Act”), executive officers of subsidiaries of a registrant may be deemed executive officers of the registrant if they perform policy-making functions for the registrant.  At the present time, the only executive officers of any subsidiary of Park who perform policy-making functions for Park are Messrs. DeLawder (who also serves as Chairman of the Board and Chief Executive Officer of The Park National Bank, Park’s national bank subsidiary (“PNB”)), Trautman (who also serves as President of PNB) and Kozak (who also serves as Senior Vice President and Chief Financial Officer of PNB).  While other individuals may serve as an executive officer of one of Park’s subsidiaries, the roles and responsibilities of these other individuals are limited and dedicated to the respective entities for which they serve as executive officers.  They do not hold positions whereby they may be deemed to have been given the authority to perform, or to be performing, policy-making functions for either Park itself or the organization as a whole.

We wish to note for the benefit of the Commission that Mr. Burt is an “officer” for purposes of Rule 16a-1(f) under the Exchange Act due to his service as the principal accounting officer of Park — one of the positions which falls within the scope of the definition of an “officer” without requiring that the person holding that position also perform policy-making functions.  Mr. Burt does not perform policy-making functions for Park and, thus, has not been elected by the Park Board of Directors to serve in an executive officer capacity.

Since Park’s Board of Directors has only elected three individuals as executive officers — Messrs. DeLawder, Trautman and Kozak — these three individuals are the only persons for whom compensation information has been provided as contemplated by Item 402(a)(3)(iii) of Regulation S-K.

Factors Influencing Compensation in 2010, page 38

4.

We note your disclosure on page 39 that pursuant to the Interim Final Rule, you are prohibited from paying and accruing any bonuses, retention awards or incentive compensation to or on behalf of your NEOs.  We note also that you have increased the base salaries of the NEOs to supplement the incentive compensation that they may have received if not for the restrictions of the Interim Final Rule.  Please tell us, with a view toward disclosure, how the Committee concluded that this practice does not conflict with the restrictions put in place by the Interim Final Rule.  Please also tell us whether the Compensation Committee considered your total cash compensation levels in comparison to the compensation levels of the members of your peer group that are participants in the Capital Purchase Program.  Finally, please note the reasons noted by the Compensation Committee in determining to provide increases in salary that directly reflect the decrease in incentive compensation mandated by the Interim Final Rule.

4

Management Response

Park’s management has split the above comment into three sections to provide clarity to our response.

We note your disclosure on page 39 that pursuant to the Interim Final Rule, you are prohibited from paying and accruing any bonuses, retention awards or incentive compensation to or on behalf of your NEOs. We note also that you have increased the base salaries of the NEOs to supplement the incentive compensation that they may have received if not for the restrictions of the Interim Final Rule.  Please tell us, with a view toward disclosure, how the Committee concluded that this practice does not conflict with the restrictions put in place by the Interim Final Rule.

The Interim Final Rule prohibits Park from delivering any portion of the NEOs’ compensation in the form of “bonus” compensation, defined by the Interim Final Rule to mean any compensation payable at other than a fixed or periodic rate, subject to limited exceptions.

The Interim Final Rule permits Park to provide the NEOs with “long-term restricted stock” (i.e., restricted stock subject to two-year cliff vesting, limited to one-third of an NEO’s total compensation and subject to additional restrictions on transfer) or “salary stock” (i.e., fully vested shares payable in lieu of or in addition to base salary).

Park’s existing equity-based compensation program, the Park National Corporation 2005 Incentive Stock Option Plan, permits Park only to grant awards of stock options, and does not permit Park to provide NEOs with either long-term restricted stock or salary stock.   As such, under the Interim Final Rule, the Committee’s only means to reward the NEOs is through the payment of base salary.

In light of these limitations, the Committee elected to maintain the total cash compensation paid to its NEOs during 2010 at the same levels paid in 2008 and 2007, but have this amount paid exclusively in the form of base salary.  The Committee believes that the increases to the NEOs’ base salaries is consistent with the limitations of the Interim Final Rule and that the total amount of compensation, whether payable in the form of base salary (as in 2010) or a combination of base salary and bonus (as in 2008 and 2007), is reasonable.

Based on the information available in early 2010 of pay programs of other bank holding companies subject to the Interim Final Rule’s bonus prohibition, the Committee reviewed the responses to the Interim Final Rule’s bonus prohibition by the 15 bank holding companies, including three members of Park’s Midwestern Regional Peer Group (Flagstar Bancorp, National Penn Bancshares and Susquehanna Bancshares), that had disclosed their response at this time.  The Committee found that these bank holding companies had increased the base salaries of their Chief Executive Officer, Chief Financial Officer and Chief Operating Officer by between 2.5 to 3 times the level of the prior year’s base salaries.

The increased base salaries equaled roughly 125% of these executives’ prior target cash compensation (salary and target bonus) or nearly 75% of their prior total compensation (salary, target bonus and estimated value of long-term or stock incentives).  Roughly one-half of the increased base salaries was paid in cash, with the remainder paid in the form of salary stock.  Finally, 40% of these bank holding companies also awarded long-term restricted stock equal to 30% of these executives’ total compensation.  Due to Park’s inability to award long-term restricted stock or salary stock, the decision to increase the NEOs’ base salaries was consistent with the nature of the response of these other bank holding companies to the Interim Final Rule’s bonus prohibition.  In addition, the amount by which the NEOs’ base salaries was increased was less than the amount by which the other bank holding companies had increased the base salaries of their executives, based on the information the Committee had in early 2010 when it reviewed and made decisions regarding the NEOs’ compensation.

5

In light of the foregoing, and considering the limitations of both the Interim Final Rule and Park’s existing equity-based compensation program, the Committee believed that its approach to increase base salaries during 2010 was consistent with the limitations imposed by the Interim Final Rule, remained conservative relative to the practices of other bank holding companies subject to the Interim Final Rule’s bonus prohibition for which information was available at the time the Committee reviewed and made decisions regarding the NEOs’ compensation, utilized the vehicles available to Park to compensate the NEOs and provided total compensation equal in value to the levels of the past several years despite Park’s improved performance, which warranted increases in total compensation.  For these reasons, the Committee did not believe its actions were in conflict with the Interim Final Rule.   Because the Committee believed that the total compensation payable to the NEOs during 2010 was reasonable, the Committee did not change the amount payable to the NEOs for 2011.

Please also tell us whether the Compensation Committee considered your total cash compensation levels in comparison to the compensation levels of the members of your peer group that are participants in the Capital Purchase Program.

In establishing pay for 2010, the Committee sought to understand how other bank holding companies across the country established their pay in light of the Interim Final Rule’s bonus prohibition.  At the time the Committee was reviewing and making decisions regarding the NEOs’ compensation in early 2010, 15 bank holding companies subject to the Interim Final Rule’s bonus prohibition had reported their pay changes, including three bank holding companies in Park’s Midwest Regional Peer Group (Flagstar Bancorp, National Penn Bancshares and Susquehanna Bancshares).  The Committee’s analysis focused on how

September 29, 2011
 Via E-mail

John W. Kozak Chief Financial Officer Park National Corporation 50 North Third Street P.O. Box 3500 Newark, Ohio 43058
Re: Park National Corporation
 Form 10-K for the Year Ended December 31, 2010
Filed February 28, 2011 Form 10-Q for the Quarter Ended June 30, 2011 Filed August 15, 2011 File No. 001-13006

Dear Mr. Kozak:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have asked for revisi ons, please include a draft of your proposed
disclosures that clearly identifie s new or revised disclosures.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Year Ended December 31, 2010

General Comments

1. We note that you disclose in your Quarterly Report on Form 10-Q for the quarter ended
June 30, 2011, that you intend to file an  amended 10-K because you have now
determined that there was a material deficien cy in your internal controls over financial
reporting.  Given the impact that this determination has over not only your controls and
procedures disclosure require d by Item 9A of Form 10-K, but also on Management’s

John W. Kozak Park National Corporation September 29, 2011 Page 2

 Report on Internal Controls as well as Crow  Horvath’s report, please provide us with
your analysis supporting your conclusion th at an Item 4.02 8-K was not required.
 Management’s Discussion and Analysis - Incorporat ed from the Financial Review Section of the
Company’s Annual Report filed as Exhibit 13

2. Given the extensive impact of the performan ce of Vision and the impact of the credit
problems with loans originated by Vision on your financial results, revise future filings to
discuss all material steps taken by Manageme nt to remediate the problems at Vision.
Also, include management’s view of how l ong Vision’s results will continue to drag
down overall company performance.  Please refer to Item 303(a) of Regulation S-K,
including Instructi on 3 to Item 303(a).

Executive Compensation - Incorporated from Defi nitive Proxy Statement on Schedule 14A filed
March 14, 2011
Compensation Discussion and Analysis
Executive Summary, page 34
3. We note that your Compensation Discussion and Analysis section includes only one
named executive officer aside from the PEO and PFO.  We also note that your proxy statement lists only three executive officers.   Please tell us, with a view toward
disclosure, how you determined which persons  are designated as executive officers of
your company, as defined by Rule 3b-7 a nd please explain why you have included
compensation information for only one executi ve officer other than the PEO and PFO.
Refer to Item 402(a)(3)(iii) of Regulation S-K.
Factors Influencing Comp ensation in 2010, page 38

4. We note your disclosure on page 39 that pur suant to the Interim Final Rule, you are
prohibited from paying and accruing any bonus es, retention awards or incentive
compensation to or on behalf of your NEOs.  We note also that you have increased the
base salaries of the NEOs to supplement th e incentive compensation that they may have
received if not for the restrictions of the In terim Final Rule.  Please tell us, with a view
toward disclosure, how the Committee conclude d that this practice does not conflict with
the restrictions put in place by the Interim Fi nal Rule.  Please also tell us whether the
Compensation Committee considered your tota l cash compensation levels in comparison
to the compensation levels of the members of y our peer group that are participants in the
Capital Purchase Program.  Finally, please note the reasons noted by the Compensation
Committee in determining to provide increases in  salary that directly reflect the decrease
in incentive compensation mandated by the Interim Final Rule.

John W. Kozak Park National Corporation September 29, 2011 Page 3

 Form 10-Q for the Quarter Ended June 30, 2011

Item 2 – Management’s Discussion and Analysis, page 35

5. We note that you substantially increased your holdings of cash and cash equivalents in
the second quarter of 2011 over the second quart er of 2010.  We also note that your net
interest margin declined in 2011 over 2010.  To  the extent that you continue to hold a
higher percentage of liquid assets in future  periods, starting w ith the September 30, 2011
quarter, please address Management’s reasons for adopting this asset mix, and the impact
upon your net interest margin a nd overall rate of return.
Item 4 – Controls and Procedures
Changes in Internal Control Over Financial Reporting, page 55
6. We note your disclosure that management determined, after an exit interview with
Vision’s regulators, that a si gnificant deficiency identif ied at December 31, 2010 should
have been characterized as a material wea kness in your internal control over financial
reporting disclosure.  Please tell us, with a vi ew toward disclosure, whether the revelation
that your review process with regard to your internal contro ls and disclosure controls
failed to accurately evaluate the deficiency at Vision caused you to reevaluate the overall
effectiveness of your review program and the quality of your effectiveness and deficiency
determinations.  Also, please explain what st eps, if any, management has taken, and will
take, in order to ensure that your internal control over financial re porting and disclosure
controls and procedures are effective going forward.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

John W. Kozak Park National Corporation September 29, 2011 Page 4

 Please contact Erin Purnell at (202) 551-3454 or me at (202) 551-3419 with any
questions.
Sincerely,
   /s/ Christian Windsor
Christian Windsor Special Counsel

Mail Stop 4561      May 11, 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 and Correspondence filed April 2, 16 and 28, 2009
 File No. 001-13006

Dear Mr. DeLawder:

 We have completed our review of your Form 10-K, related filings and
correspondence and have no further comments at this time.

 Please contact Jessica Livingston at  202-551-3448 or me at 202 551-3698 with
any other questions.

Sincerely,

Mark Webb Branch Chief

CORRESP
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CORRESP

Park National Corporation

50 North Third Street

Post Office Box 3500

Newark, Ohio 43058-3500

(740) 349-8451

April 28, 2009

Via EDGAR Transmission

Mr. Mark Webb

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 4561

RE: Response to follow-up phone request on April 23, 2009 concerning the review of Park National
Corporation’s Form 10-K for the fiscal year ended December 31, 2008, filed February 25, 2009, File
No. 001-13006

Dear Mr. Webb:

Management of Park National Corporation (“Park,” “we” or “our”) has reviewed the above-referenced
request and offers the following example of our enhancements that we will make in the Annual Report
for the fiscal year ending December 31, 2009 (the “2009 Annual Report”) concerning our disclosure
pertaining to the allowance for loan losses:

The following disclosures are consistent with those included in our 2008 Annual Report:

Provision for Loan Losses

The provision for loan losses is the amount added to the allowance for loan losses to absorb future
loan charge-offs. The amount of the loan loss provision is determined by management after reviewing
the risk characteristics of the loan portfolio, historic and current loan loss experience and
current economic conditions.

The provision for loan losses was $XX.X million in 2009, $70.5 million in 2008 and $29.5 million in
2007. Net loan charge-offs were $XX.X million in 2009, $57.5 million in 2008 and $22.2 million in
2007. The ratio of net loan charge-offs to average loans was X.XX% in 2009, 1.32% in 2008 and 0.55%
in 2007.

The loan loss provision for Vision Bank was $XX.X million in 2009, $47.0 million in 2008 and $19.4
million in 2007. Net loan charge-offs for Vision Bank were $XX.X million in 2009, $38.5 million in
2008 and $8.6 million in 2007. Vision Bank’s ratio of net loan charge-offs to average loans was
X.XX% in 2009, 5.69% in 2008 and an annualized 1.71% in 2007.

Park’s Ohio-based subsidiaries had a combined loan loss provision of $XX.X million in 2009, $23.5
million in 2008 and $10.1 million in 2007. Net loan charge-offs for Park’s Ohio-based operations
were $XX.X million in 2009, $19.0 million in 2008 and $13.6 million in 2007. The net loan
charge-off ratio for Park’s Ohio-based subsidiaries was X.XX% for 2009, 0.52% for 2008 and 0.39%
for 2007.

1

At year-end 2009, the allowance for loan losses was $XXX.X million or X.XX% of total loans
outstanding, compared to $100.1 million or 2.23% of total loans outstanding at year-end 2008 and
$87.1 million or 2.06% of total loans outstanding at year-end 2007. In 2007, the loan loss reserve
for Vision, $9.3 million, was added to Park’s allowance for loan losses.

Management believes that the allowance for loan losses at year-end 2009 is adequate to absorb
probable incurred credit losses in the loan portfolio. See Note 1 of the Notes to Consolidated
Financial Statements and the discussion under the heading “Critical Accounting Policies” earlier in
the “Financial Review” section for additional information on management’s evaluation of the
adequacy of the allowance for loan losses.

Management expects the loan loss provision for 2010 will be approximately $XX million and the
annualized net loan charge-off ratio will be approximately X.XX%. This estimate could change
significantly as circumstances for individual loans and economic conditions change.

A year ago, management projected the provision for loan losses would be $45 million in 2009 and the
net loan charge-off ratio would be approximately 1.00%.

Table 7 — Summary of Loan Loss Experience (refer to Table 7 included in Park’s 2008 Annual Report,
which will be updated for the 2009 Annual Report)

Table 8 — Allocation of Allowance for Loan Losses (refer to Table 8 included in Park’s 2008 Annual
Report, which will be updated for the 2009 Annual Report)

As of December 31, 2009, Park had no significant concentrations of loans to borrowers engaged in
the same or similar industries nor did Park have any loans to foreign governments.

Nonperforming Assets: Nonperforming loans include: 1) loans whose interest is accounted for on a
nonaccrual basis; 2) loans whose terms have been renegotiated; and 3) loans which are contractually
past due 90 days or more as to principal or interest payments but whose interest continues to
accrue. Other real estate owned results from taking title to property used as collateral for a
defaulted loan.

The percentage of nonperforming loans to total loans was X.XX% at year-end 2009, 3.74% at year-end
2008 and 2.57% at year-end 2007. The percentage of nonperforming assets to total loans was X.XX% at
year-end 2009, 4.31% at year-end 2008 and 2.89% at year-end 2007.

Vision Bank had $XX.X million of nonperforming loans or XX.X% of its total loans at year-end 2009,
compared to $94.7 million of nonperforming loans or 13.7% of its total loans at year-end 2008 and
$63.5 million of nonperforming loans or 9.9% of its total loans at year-end 2007. Nonperforming
assets totaled $XXX.X million for Vision Bank at year-end 2009, compared to $114.4 million at
year-end 2008 and $70.5 million at year-end 2007. As a percentage of year-end loans, Vision Bank’s
nonperforming assets were XX.X%, 16.6% and 11.0% for 2009, 2008 and 2007, respectively.

Park’s Ohio-based subsidiaries had $XX.X million of nonperforming loans at year-end 2009, compared
to $73.1 million at year-end 2008. Nonperforming loans were X.X% and 1.9% of total loans for Park’s
Ohio-based operations at year-end 2009 and 2008, respectively. Total nonperforming assets for
Park’s Ohio-based subsidiaries were $XX.X million or X.X% of loans at year-end 2009 and $79.2
million or 2.1% of loans at year-end 2008.

Economic conditions began deteriorating during the second half of 2007 and continued throughout
2008 [and 2009]. Park and many other financial institutions throughout the country experienced a
sharp increase in net loan charge-offs and nonperforming loans. Financial institutions operating in
Florida (including Vision Bank) have been particularly hard hit by the severe recession as the
demand for real estate and the price of real estate have sharply decreased.

2

Park’s lending management has reviewed closely all of the nonperforming loans and nonperforming
assets as of December 31, 2009. Partial loan charge-offs of approximately $XX.X million have been
recognized on nonperforming loans at year-end 2009. Approximately $XX.X million of these net loan
charge-offs were recorded at Vision Bank.

Park had $XXX.X million of loans included on the watch list of potential problem loans at December
31, 2009 compared to $243.2 million at year-end 2008 and $208.8 million at year-end 2007. As a
percentage of year-end total loans, Park’s watch list of potential problem loans was X.X% in 2009,
5.4% in 2008 and 4.9% in 2007. The existing conditions of these loans do not warrant classification
as nonaccrual. However, these loans have shown some weakness and management performs additional
analyses regarding a borrower’s ability to comply with payment terms for watch list loans.

Table 9 — Nonperforming Assets (refer to Table 9 included in the Park 2008 Annual Report, which
will be updated for the 2009 Annual Report)

The following disclosures will be added to those set out above:

Our allowance for loan losses includes an allocation for loans specifically identified as impaired
under Statement of Financial Accounting Standards No. 114. At December 31, 2009, loans considered
to be impaired under this standard consisted substantially of commercial loans graded as “doubtful”
and placed on non-accrual status, and totaled $XXX.X million, compared to $142.9 million at
December 31, 2008. The specific allowance for loan losses related to these loans was $X.X million
at December 31, 2009 and $8.9 million at December 31, 2008. This specific reserve is based on
management’s best estimate of the fair value of collateral securing these loans or based on
projected cash flows from the sale of the underlying collateral and payments from the borrowers.
The amount ultimately charged-off for these loans may be different from the specific reserve as the
ultimate liquidation of the collateral and/or projected cash flows may be for amounts different
from management’s estimates.

We have listed in the table below the year-end 2008 and the quarterly and year-end 2009 information
pertaining to the provision for loan losses, net loan charge-offs, nonperforming loans and the
allowance for loan losses:

    Provision

    for Loan

    Net Loan

    Nonperforming

    Allowance for

    (In Thousands)

    Losses

    Charge-Offs

    Loans

    Loan Losses

    Year-End 2008

    $
    70,487

    $
    57,501

    $
    167,778

    $
    100,088

    March 2009

    $
    12,287

    $
    11,097

    $
    166,673

    $
    101,279

    June 2009

    Sept. 2009

    Dec. 2009

    Totals for 2009

3

When determining the quarterly loan loss provision, Park reviews the grades of commercial loans.
These loans are graded from 1 to 8. A grade of 1 indicates little or no credit risk and a grade of
8 is considered a loss. Commercial loans with grades of 1 to 4 (pass-rated) are not considered to
be of high credit risk. Commercial loans graded a 5 (special mention) are considered to be watch
credits and a higher loan loss reserve percentage is used on these loans. Commercial loans graded
6 (substandard) are considered of higher risk and, as a result, a higher loan loss reserve
percentage is used on these loans. Generally, commercial loans that are graded a 6 are considered
for partial charge-offs. Commercial loans that are graded a 7 (doubtful) are shown as
nonperforming and Park generally charges these loans down to their fair value by taking a partial
charge-off. Any commercial loan graded an 8 (loss) is completely charged-off.

Historically, Park’s management has aggressively recorded partial charge-offs on nonperforming
loans to write-down the loans to their fair value. As of December 31, 2009, management had taken
partial charge-offs of approximately $XX.X million related to the $XXX.X million of commercial
loans considered to be impaired, compared to charge-offs of approximately $30 million related to
$142.9 million of impaired commercial loans at December 31, 2008. Park’s management has been quick
to recognize a charge-off on a problem loan; however, there is a higher level of uncertainty when
valuing collateral or projecting cash flows in Vision Bank’s Florida and Alabama markets due to
their illiquid nature.

A significant portion of our allowance for loan losses is allocated to commercial loans classified
as “special mention” or “substandard”. “Special mention” loans are loans that have potential
weaknesses that may result in loss exposure to Park. “Substandard” loans are those that exhibit a
well defined weakness, jeopardizing repayment of the loan, resulting in a higher probability that
Park will suffer a loss on the loan unless the weakness is corrected. Our loss experience within
the special mention and substandard categories of loans for the past five years has been X.XX% and
X.XX%, respectively, of the principal balance of these loans. However, given the challenging
economic conditions [and because our loss experience on these loans has been increasing],
management has allocated X.XX%% and XX.X%, respectively, of the principal balance of these loans in
the allowance for loan losses at December 31, 2009. This equates to an allocation of approximately
$X.X million and $XX.X million, respectively, at December 31, 2009, to special mention and
substandard loans. As always, management is working to address weaknesses in each of these loans
that may result in loss. Actual loss experience may be more or less than the amount allocated.

Certification

The undersigned, the Chief Financial Officer of Park, acknowledges the following:

    •

    Park 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

    •

    Park may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities law of the United States.

Please contact me at (740) 349-3792 with any questions.

Sincerely,

/s/ John W. Kozak

John W. Kozak

CFO

JWK: trm

4

CORRESP
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Correspondence

PARK NATIONAL CORPORATION

50 North Third Street

Post Office Box 3500

Newark, Ohio 43058-3500

(740) 349-8451

April 16, 2009

Via EDGAR Transmission

Mr. Mark Webb

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 4561

RE: Response to Follow-Up Comment Letter dated April 14, 2009 concerning the review of Park National Corporation’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed February 25, 2009, File No. 001-13006.

Dear Mr. Webb:

Management of Park National Corporation (“Park,” “we” or “our”) has reviewed the above-referenced comment letter and
offers the following explanations:

Part III

Item 1. Executive Compensation

    1.

    We note your response to prior comments 5, 6 and 7. In future filings, tailor your disclosure on
executive compensation to more closely track and clarify the actual practices and decisions made. For
clarity, quantify the amounts discussed and the time period to which they relate.

We agree with your comment and accordingly will include the requested tailored disclosure in future filings.

Exhibit 13

Credit Experience, page 39

    2.

    Please refer to your response to comment 3 of our letter dated March 27, 2009. We note your reference to
the disclosures on page 32 of your annual report. While those disclosures provide information on the
methodology used to determine the allowance for loan losses, they do not appear to discuss how the application
of that methodology resulted in the significant changes in the allowance for loan losses in 2008. Please
revise future filings to incorporate the substance of your response to our comment in your document, including
changes in loan grades and the assumptions regarding your forecast for the loan loss provision in 2009.

We agree with your comment and will appropriately expand our disclosure in future filings.

1

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

Table 13 – Quarterly Financial Data, page 44

    3.

    Please refer to your response to comment 4 of our letter dated March 27, 2009. We have the
following additional comments:

    •

    Consistent with the guidance of Question 8 of the Frequently Asked Questions Regarding
the Use of Non-GAAP Financial Measures and not withstanding your assertion that the goodwill at Park
National will not be impaired, we continue to believe that excluding the goodwill impairment charges
from various measures is not appropriate because of their recurring nature.

    •

    Regarding your assertions regarding the transparency of the trends on the return on
average assets, we believe one of the primary purposes of MD&A is to describe for a reader the effects
on the GAAP financial statements of the information you are currently presenting on a non-GAAP basis.
We believe the effects of the write-offs can and should be effectively communicated in a narrative
format. As stated in the guidance of FAQ 8, “Whether an item may, or indeed must, be discussed in
MD&A is a different question from whether it may be eliminated or adjusted in connection with a
non-GAAP financial measure.”

    •

    We note your reference to the analyst information you obtained through your inquiry and
we are aware that analysts frequently adjust GAAP financial statements to suit the needs of their
constituents; however, we do not believe that it is appropriate for reporting purposes to present
non-GAAP information in anticipation of the needs of analysts’ constituents when such presentations
conflict with the guidance of Item 10(e) of Regulation S-K. Further, we do not believe that
presenting non-GAAP EPS for items that accrue to shareholders is appropriate. Please revise future
filings accordingly.

We agree that in future filings, we will not include disclosure of non-GAAP financial measures involving goodwill
impairment in our tables addressing consolidated five-year selected financial data and quarterly financial data.

Certification

The undersigned, the Chief Financial Officer of Park, acknowledges the following:

    •

    Park 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

    •

    Park may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities law of the United States.

Please contact me at (740) 349-3792 with any questions.

Sincerely,

/s/ John W. Kozak

John W. Kozak

Chief Financial Officer

2

2

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Correspondence

PARK NATIONAL CORPORATION

50 North Third Street

Post Office Box 3500

Newark, Ohio 43058-3500

(740) 349-8451

April 2, 2009

Via EDGAR Transmission

Mr. Mark Webb

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 4561

RE: Response to Comment Letter dated March 27, 2009 concerning the review of Park National
Corporation’s Form 10-K for the fiscal year ended December 31, 2008, filed February 25, 2009, File
No. 001-13006

Dear Mr. Webb:

Management of Park National Corporation (“Park,” “we” or “our”) has reviewed the above-referenced
comment letter and offers the following explanations:

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 initial, introductory rates. 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.

For residential adjustable rate mortgage (ARM) loans, the rates used to qualify borrowers are
determined as follows:

    •

    For one-year or two-year ARM loans with Loan-to-Value (LTV) less than or equal to
80% or three-year or five-year ARM loans with LTV less than or equal to 100%, borrowers
are qualified at the initial rate;

    •

    For all other loans, borrowers are qualified at the initial rate plus 2%; and

    •

    For residential ARM loans, Park uses the U.S. Treasury index for rate changes.

It should be noted that the Park pricing strategy generally does not include low introductory or
“teaser” rates and initial rates are often priced at a premium relative to the fully indexed rates.

The underwriting of all commercial loans, regardless of type, includes cash flow analyses with
rates shocked 400 basis points. For commercial loans, we use several different indices. However,
the national prime rate is the most common index that Park uses.

Page 2

April 2, 2009

We will include this disclosure in future filings.

    2.

    Please tell us and revise future filings to disclose whether the underwriting policies and
procedures for loans originated 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.

Two significant changes in Vision Bank’s policies/underwriting procedures have been instituted
since the merger:

    i)

    Prior to the merger, Vision Bank’s underwriting did not necessarily include a
thorough examination of the full scope of the borrower’s situation. Vision Bank’s
underwriting was more akin to traditional project financing narrowly focused on the
merits of a particular project. Since the merger, Vision Bank’s underwriting now
includes a full underwriting examination of all material aspects of the operations of
the borrower (with the borrower defined as both the direct obligor and any guarantor)
including:

    •

    ancillary businesses that comprise a material portion of the
borrower’s cash flow;

    •

    contingent debt obligations;

    •

    verification of liquidity; and

    •

    analysis of the probability that cash flow from “gains on sale”
will continue

    ii)

    The Park policies are more limiting in terms of speculative financing than the
Vision Bank policy prior to the merger had been. Speculative loans Vision Bank may
contemplate for the purpose of land acquisition and development must be supported by
the borrower’s outside sources of cash flow which can repay the loans without selling
the subject properties. These outside sources of cash flow must be thoroughly analyzed
to determine the likelihood that they will be able to repay the loans if the subject
projects do not perform.

Additionally, commercial real estate loan limits have been implemented so that exposure to specific
segments of the commercial real estate market (Homebuilders, Condo projects, Acquisition &
Development, Raw Land) are limited to a percentage of Park’s capital. These limits prevent Vision
Bank from making certain types of commercial real estate loans.

We will include this type of disclosure in future filings.

Page 3

April 2, 2009

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 significant deterioration of your credit quality
ratios at each quarter 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 more robust
discussion of how management developed the allowance for loan losses and the associated
provision in each quarter of 2008, including the facts and circumstances resulting in the
recognition of approximately 46% of the total 2008 provision in the fourth quarter.

    •

    Non-performing loans increased approximately 54% at December 31, 2008 from
December 31, 2007.

    •

    Charge-offs increased approximately 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 approximated 57% of non-performing loans at
December 31, 2007. Please explain why you believe, if true, that you will not
experience similar charge-offs in 2009.

We have listed in the table below the year-end 2007, year-end 2008 and 2008 quarterly
information pertaining to the provision for loan losses, net loan charge-offs,
non-performing loans and the allowance for loan losses:

    Provision

    for Loan

    Net Loan

    Non-Performing

    Allowance for

    (In Thousands)

    Losses

    Charge-Offs

    Loans

    Loan Losses

    Year-End 2007

    $
    29,476

    $
    22,208

    $
    108,477

    $
    87,102

    March 2008

    $
    7,394

    $
    8,648

    $
    111,300

    $
    85,848

    June 2008

    $
    14,569

    $
    14,372

    $
    113,500

    $
    86,045

    Sept. 2008

    $
    15,906

    $
    12,756

    $
    132,300

    $
    89,195

    Dec. 2008

    $
    32,618

    $
    21,725

    $
    167,778

    $
    100,088

    Totals for 2008

    $
    70,487

    $
    57,501

Historically, Park’s management has aggressively recorded partial loan charge-offs on
non-performing loans to write down the loans to their fair value. As a result of this
practice, the level of non-performing loans would not typically be a good indicator of
future net loan charge-offs for Park, because we have already taken write-downs on many of
these problem loans. However, an increase in the level of non-performing loans has
historically been a great indicator of an increase in net loan charge-offs. Traditionally,
Park’s management has been quick to recognize a charge-off on a problem loan.

At December 31, 2007, Park had a total of $108.5 million in non-performing loans. Partial
loan charge-offs of $10 million had been taken on these loans as of year-end 2007.

During the first quarter of 2008, non-performing loans increased by only $2.8 million.
Park’s management did not anticipate that the level of non-performing loans was going to
increase so dramatically during the second half of 2008.

Page 4

April 2, 2009

When determining the quarterly loan loss provision, Park reviews the grades of commercial
loans. These loans are graded from 1 to 8. A grade of 1 indicates little or no credit risk
and a grade of 8 is considered a loss. Commercial loans with grades of 1 to 4 are not
considered to be of high credit risk. Commercial loans graded a 5 are considered to be
watch credits and a higher loan loss reserve percentage is used on these loans. Commercial
loans graded 6 are considered of higher risk and as a result a higher loan loss reserve
percentage is used on these loans. Generally, commercial loans that are graded a 6 are
considered for partial charge-offs. Commercial loans that are graded a 7 are shown as
non-performing and Park generally charges these loans down to their fair value by taking a
partial charge-off. Any commercial loan graded a 8 is completely charged-off.

Economic conditions deteriorated in the fourth quarter of 2008. Park experienced a
significant increase in commercial loans graded 6 or 7 and also a significant increase in
net loan charge-offs.

The following table displays the unemployment rate in the U.S. and the change in the U.S.
gross domestic product (GDP) in 2008.

    Unemployment

    GDP

    January 2008

    4.9
    %

    February 2008

    4.8
    %

    March 2008

    5.1
    %

    .9
    %

    April 2008

    5.0
    %

    May 2008

    5.5
    %

    June 2008

    5.6
    %

    2.8
    %

    July 2008

    5.8
    %

    August 2008

    6.2
    %

    September 2008

    6.2
    %

    <.5
    %>

    October 2008

    6.6
    %

    November 2008

    6.8
    %

    December 2008

    7.2
    %

    <6.3
    %>

This table clearly shows that economic conditions in the U.S. significantly deteriorated in
the fourth quarter of 2008.

In your comment, you correctly note that Park recognized approximately 46% of the total 2008
provision for loan losses in the fourth quarter. We agree that this is unusual, but note
that we consistently followed our procedures for computing the loan loss provision on a
quarterly basis in 2008. As we explained, the severe change in economic conditions in the
fourth quarter of 2008 was the major reason why the loan loss provision was so large for the
quarter. Page 32 of Park’s 2008 Annual Report has a detailed description of the procedures
that are followed on a quarterly basis in determining the adequacy of the allowance for loan
losses.

The Board of Governors of the Federal Reserve System on a quarterly basis publishes a Bank
Holding Company Performance Report. This report contains valuable information about the
banking industry. Our peer group contains 91 bank holding companies with assets between $3 billion
and $10 billion. From reviewing this peer group Performance Report, we note the median loan
loss provision for our peer banks as a percentage of average assets was .92% for 2008. We
also note that this percentage was .72% for the first nine months of 2008 as shown on the
September 30, 2008 Bank Holding Company Performance Report. These percentages indicate that
the median loan loss provision as a percentage of average assets for the fourth quarter for
our peer banks was 1.52%. This means that approximately 41% of the 2008 loan loss provision
for our peer banks was recognized in the fourth quarter of 2008.

Page 5

April 2, 2009

We provided guidance on page 39 of our 2008 Annual Report that management expects the loan
loss provision to be approximately $45 million for 2009. By comparison, the provision for
loan losses was $70 million for 2008 and $29 million for 2007.

We also noted in our 2008 Annual Report (on page 40) that partial loan charge-offs of
approximately $30 million had been recognized on non-performing loans at year-end 2008.

Management forecast a reduced loan loss provision of $45 million for 2009, because of the
large amount of charge-offs that already have been recognized on problem loans.
Non-performing loans were $168 million at year-end 2008, compared to $108 million at
year-end 2007 and $33 million at year-end 2006. Management does not anticipate a
significant increase in non-performing loans in 2009 and as a result concluded that the
expected loan loss provision would be $45 million for 2009.

The loan loss provision for Vision Bank was $47 million in 2008 and net loan charge-offs
were $39 million. Management expects that the provision for loan losses and related net
loan charge-offs will decrease in 2009 at Vision Bank. Park has owned Vision Bank since
March 9, 2007 and has had 21 months to review larger credits and recognize the loan
charge-offs on these credits. As a result of the diligent review of the Vision Bank loan
portfolio in 2008, management expects a significant decrease in net loan charge-offs and the
related loan loss provision at Vision Bank in 2009. Net loan charge-offs as a percentage of
average loans were 5.69% at Vision Bank in 2008. Park’s management expects that this ratio
will significantly decrease in 2009.

Please note that management will update this estimate in each Form 10-Q Park files in 2009,
as well as provide an update on the related circumstances affecting a change in our
estimate.

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

Table 13 – Quarterly Financial Data, page 44

    4.

    Please refer to your presentation of net income and EPS before impairment charge. We believe
that your presentation 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:

    •

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

Page 6

April 2, 2009

    •

    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 efficiency ratios which exclude such items are
prohibited and should be removed because the items which are being excluded do
in fact accrue directly to shareholders.

We respectfully disagree with your comment concerning the Non-GAAP disclosures that we have
made concerning the goodwill impairment charge of $54 million in 2007 and $55 million in
2008. We believe that it is a useful disclosure to include this Non-GAAP disclosure for the
following reasons:

    a.)

    Our Non-GAAP disclosure is not a substitute for the GAAP
disclosure. It is simply in addition to the GAAP disclosure and in our opinion
improves the ability of the reader of our consolidated financial statements to
compare the operating results in 2008 and 2007 with the results for 2006, 2005
and 2004.

For example, let’s look at the return on average assets for the past five years.

    2008

    2007

    2006

    2005

    2004

    Return on Average Assets

    .20
    %

    .37
    %

    1.75
    %

    1.71
    %

    1.81
    %

A reader can look at this and conclude that the sharp reduction in the return on
average assets was due to the goodwill impairment charges in 2008 and 2007. However,
by including the additional Non-GAAP disclosure shown below, the reader of our
consolidated financial statements has a better understanding of Park’s situation.

    2008

    2007

    2006

    2005

    2004

    Return on Average Assets
Excluding Impairment

    1.02
    %

    1.24
    %

    1.75
    %

    1.71
    %

    1.81
    %

Now, the reader of our consolidated financial statements looks at this disclosure and
rightfully concludes that Park had a significant drop in return on average assets
that is not related to the goodwill impairment charges. We believe that our Non-GAAP
disclosure thus aids the reader of our consolidated financial statements.

    b.)

    On a going forward basis, we believe that the Non-GAAP disclosure
is very important. Most probably, Park will not record a goodwill impairment
charge in the future

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

Mail Stop 4561

                                                            November 17, 2008
 John W. Kozak Chief Financial Officer Park National Corporation 50 North Third Street Post Office Box 3500 Newark, Ohio  43058-3500
Re:  Park National Corp.
        Pre 14A         Filed on October 29, 2008         File Number 1-13006

 Dear Mr. Kozak:
 We have completed our review of your  Preliminary Proxy Statement on Schedule
14A and have no further comments at this time.

Sincerely,

David S. Lyon  Senior Financial Analyst

CORRESP
1
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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 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.

CORRESP
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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 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.

CORRESP
1
filename1.htm

CORRESP

Park National Corporation

50 North Third Street

Post Office Box 3500

Newark, Ohio 43058-3500

(740) 349-8451

www.parknationalcorp.com

November 10, 2008

VIA ELECTRONIC TRANSMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn.:

    William C-L 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:

This letter is in response to 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”) to be
furnished to the shareholders of Park National Corporation (“Park”, “we” or “our”) in connection
with the solicitation of proxies by the Board of Directors of Park to vote at the Special Meeting
of Shareholders (the “Special Meeting”) originally scheduled to be held on December 5, 2008.
Park’s Board of Directors has moved the date of the Special Meeting to Friday, December 12, 2008.
This later date for the Special Meeting will allow Park additional time to solicit proxies from
its shareholders and obtain the two-thirds vote from its shareholders required to adopt the
proposed amendment to Article FOURTH of Park’s Articles of Incorporation to authorize Park to
issue up to 200,000 preferred shares (the “Proposed Amendment”).

In responding to the Commission’s comments, Park acknowledges that:

    •

    Park 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 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.

The following paragraphs include each of your comments numbered to match the corresponding
comment in your letter followed by our response:

Securities and Exchange Commission

November 10, 2008

Page 2

Adoption of Amendment to Article Fourth .... page 7

Financial Statements

    1.

    Item 13 of Schedule 14A requires you to include financial information in your
proxy statement if you are seeking authorization to issue common or preferred stock
under certain circumstances. We note that you have not included financial information
in your proxy statement.

    Please explain to us why you believe financial statements are not material in
connection with issuing the warrants to purchase comment stock. See Note A to
Schedule 14A and Instruction 1 to Item 13(a) of Schedule 14A.

    If you expect the proceeds of the sale of securities to the Treasury Department to
have a material impact on your financial statements, you may provide a discussion of
the pro forma effect rather than pro forma financial statements. In your
discussion, please address the impact of both the minimum and maximum estimated
proceeds.

Response:

On November 6, 2008, Park applied to participate in the TARP Capital Purchase Program
instituted by the United States Department of the Treasury (the “U.S. Treasury”) under the
Emergency Economic Stabilization Act of 2008. Park applied for an investment by the U.S.
Treasury of $100,000,000, representing approximately 2.12% of Park’s total risk-weighted
assets as of September 30, 2008. Park would issue 100,000 senior preferred shares, each
with a liquidation preference of $1,000 per share (the “Senior Preferred Shares”).

If Park participates in the Capital Purchase Program, we must also issue warrants
(“Warrants”) 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, or $15,000,000. The initial exercise price for the Warrants, and the market
price for determining the number of Park common shares subject to the Warrants, will be
determined by reference to the market price of the common shares on the date of the
investment by the U.S. Treasury in the Senior Preferred Shares (calculated based on the
average of the closing prices of the common shares for a 20-day trailing period). Based on
the average of the closing prices of Park’s common shares on the 20 trading days ended
November 6, 2008 ($69.376), the number of Park common shares subject to Warrants would be
approximately 216,220, or 1.55%, of the common shares outstanding on November 6, 2008.

On November 6, 2008, Park had 3,848,838 authorized but unissued common shares and held
2,186,624 common shares as treasury shares. Any common shares of Park which may be
delivered upon exercise of the Warrants by the U.S. Treasury will be treasury shares.

The financial and other information required by Item 13(a) of Schedule 14A promulgated by
the Commission is not included in the proxy statement because Park believes that such
information is not material for the exercise of prudent judgment in connection with the
consideration and vote upon the Proposed Amendment. If Park issues 100,000 Senior Preferred
Shares to the U.S. Treasury under the Capital Purchase Program, such issuance would be for
cash in the amount of $100,000,000, which Park believes would constitute fair value for such
Senior Preferred Shares.

Securities and Exchange Commission

November 10, 2008

Page 3

Further, the common shares of Park which may be delivered upon exercise of the Warrants
represent less than 2% of Park’s outstanding common shares and will be delivered from common shares already held in treasury. As of September 30, 2008, Park had total stockholders’
equity of $529,685,000, comprised of: (i) $301,211,000 of common stock; (ii) $440,968,000
of retained earnings; (iii) $(208,104,000) representing treasury stock; and (iv)
$(4,390,000) recorded as accumulated other comprehensive (loss), net of taxes. In addition,
as of September 30, 2008, Park had total assets of $6,799,733,000. Accordingly, Park
believes that the financial and other information required by Item 13(a) of Schedule 14A is
not material in respect of the issuance of the Warrants pursuant to the terms of the Capital
Purchase Program.

We note that the staff of the Commission’s Office of the Chief Accountant and the staff of
the Financial Accounting Standards Board (“FASB”) have analyzed the terms and conditions of
the Warrants and, in a letter to Mr. David G. Nason, Assistant Secretary for Financial
Institutions, of the U.S. Treasury, dated October 24, 2008, indicated that the Commission
staff and the FASB staff would not object if the Warrants were to be classified as permanent
equity under applicable U.S. GAAP, provided that the issuer of such Warrants has sufficient
authorized but unissued shares of the class of stock that may be required upon settlement
(in Park’s case, common shares) and any other necessary shareholder approvals have been
obtained. As discussed above, 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 Warrants. As a result, holders of
Park’s common shares will not have pre-emptive rights with respect to any common shares
which may be delivered upon exercise of the Warrants. With the exception of the shareholder
adoption of the Proposed Amendment at the Special Meeting, no shareholder approvals are
required for consummation of the transactions contemplated by the documentation related to
participation in the Capital Purchase Program.

Reasons for Adoption of the Proposed Amendment, page 8

    2.

    Please update the proxy statement to disclose the status of your application to
participate in the Capital Purchase Program.

Response:

As discussed in the response to Comment 1 above, on November 6, 2008, Park applied to
participate in the Capital Purchase Program. As of the time we are forwarding this
correspondence to the Commission, Park has received confirmation from the U.S. Treasury that
Park’s application to participate in the Capital Purchase Program was received but no
further communication as to the status of Park’s application.

Park will update the disclosure in the definitive Proxy Materials to reflect the then
current status of Park’s application to participate in the Capital Purchase Program as of
the time of the printing of the definitive Proxy Materials.

Securities and Exchange Commission

November 10, 2008

Page 4

We believe the foregoing explanations are responsive to your comments. 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.

Mail Stop 4561

        March 21, 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 completed our review of your Form 8-K filed March 17, 2006 and
have no further comments at this time.

       Sincerely,

       Matthew Komar
  Staff Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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
Page 1

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