How to paint over wood paneling?
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http://www.diynetwork.com/how-to/skills-and-know-how/painting/how-to-paint-over-paneling
If the paneling has grooves you can fill them with drywall patching compound. Just put on enough to fill the grooves with a putty knife. Let it dry overnight. Next day use a damp sponge and go over the patch to smooth it out. Prime with a good stain blocking prime like Zinsser 123 or BIN. Then paint like painting regular walls.