September 3, 2024

Matthew Crawford
Chairman, Chief Executive Officer and President
Park-Ohio Holdings Corp.
6065 Parkland Boulevard
Cleveland, OH 44124

       Re: Park-Ohio Holdings Corp.
           Definitive Proxy Statement on Schedule 14A
           Filed April 17, 2024
           File No. 000-03134
Dear Matthew Crawford:

      We have limited our review of your most recent definitive proxy statement
to those issues
we have addressed in our comment(s).

       Please respond to this letter by providing the requested information
and/or confirming that
you will revise your future proxy disclosures in accordance with the topics
discussed below. If
you do not believe a comment applies to your facts and circumstances, please
tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Definitive Proxy Statement on Schedule 14A
Pay Versus Performance Table, page 28

1.     We note that you have included net income (loss) attributable to
shareholders in column
       (h) of your pay versus performance table in lieu of net income as
required by Item
       402(v)(2)(v) of Regulation S-K. Please include net income (loss), as
reported in your
       audited GAAP financial statements, in column (h) for all years covered
by the table. Refer
       to Regulation S-K Compliance and Disclosure Interpretation 128D.08.
Please note that
       you may voluntarily provide supplemental measures of net income or
financial
       performance, so long as any additional disclosure is    clearly
identified as supplemental,
       not misleading, and not presented with greater prominence than the
required disclosure.
       See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87
FR 55134
       (September 8, 2022)] at Section II.F.3.
2.     Refer to the reconciliation tables in footnote 2 in your pay versus
performance table. It is
       unclear what amounts are reflected in the row titled    year-over-year
change in fair value
 September 3, 2024
Page 2

       of equity awards granted in prior years that vested in the covered year.
   Specifically,
       equity awards granted in prior years that vest during the relevant year
should be valued as
       the difference between the fair value as of the end of the prior fiscal
year and the vesting
       date, not the    year-over-year    change in value. Please ensure that
your table descriptions
       reflect the amounts used to calculate compensation actually paid. Refer
to Item
       402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
        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 Aliya Ishmukhamedova at 202-551-7519 or Laura Nicholson at
202-551-
3584 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Disclosure Review
Program