FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * O NEILL JOHN J 2. Issuer Name and Ticker or Trading Symbol PARK NATIONAL CORP /OH/ [PRK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 50 NORTH THIRD STREET 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2008 (Street) NEWARK, OH 43055 4. If Amendment, Date Original Filed(Month/Day/Year) 01/07/2009 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock (1) (2) 11/03/2008   J(1)(2) 0 (1) (2) D (1) (2) $ (1) (2) 152,042 (1) (2) I By LLC Common Stock             23,678 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
O NEILL JOHN J 50 NORTH THIRD STREET NEWARK, OH 43055	  X	Â	Â	Â

Signatures

David L. Trautman, by Power of Attorney for John J. O'Neill		02/24/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Effective November 3, 2008, the reporting person transferred his interest as a managing member of O'Neill Investments LLC (the "LLC"), an Ohio limited liability company as to which he is also a non-managing member, to one of his adult sons as part of the reporting person's estate planning process. The 152,042 common shares of the Issuer held by the LLC were previously reported by the reporting person as indirectly held due to his status as one of two managing members of the LLC, in addition to his status as a non-managing member of the LLC. The two adult sons of the reporting person are the managing members of the LLC and share voting and investment power with respect to the 152,042 common shares of the Issuer held by the LLC. Following the transfer of his managing member interest in the LLC, the reporting person has no voting or investment power with respect to the 152,042 common shares of the Issuer held by the LLC and disclaims beneficial ownership of these 152,042 common shares.
(2)	The disclosure of the 152,042 common shares of the Issuer held by the LLC in this Form 5 shall not be deemed an admission that the reporting person is the beneficial owner of these 152,042 common shares for purposes of Section 16 or for any other purpose.

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