You can ask any painting professional and they will tell you that a great paint job requires great prep work, and the same applies to wood paneling. The preparation for any flawless paint job is based on three factors: a clean, dry, and dull surface.
When applying oil-based paint, stay away for a few days until the fumes have dissipated. You should plan on being out of the house for two days following application of the topcoat, says William.

The chemistry of paint is disrupted by hairspray, wallpaper glue, and oils of all kinds. It is important to wash wood-paneled walls near kitchens and bathrooms before painting. The other paneled walls should at least be dusted, and it is best to wash them as well.
By making your own barn wood, you can save a lot of money!
Regardless of whether your wood paneling is stained and varnished, or if it has a glossy veneer, begin this project by dulling the surface. Sand the paneling lightly with sandpaper in the 180- to the 220-grit range. The point is not to remove the layer of varnish or gloss, but to scuff the surface so that the paint clings to it. Otherwise, says Regan, it will scrape off as easily as frost from a windshield. Follow the sanding by thoroughly vacuuming the surface using your shop vacuum’s brush attachment.
Mask off everything that shouldn’t collect paint with painter’s tape and plastic sheeting before painting the room. Seal doorways and archways to prevent paint from spreading throughout the house.
The first coat of primer should be sprayed on. Yes, spray. A smooth finish can only be achieved by spraying the wood.smooth finish. A brushed-on paint loses the sharp edge of fine carpentry and makes it look as if the wood has been dipped in paint. You can rent a sprayer by the day or buy one based on how much painting you plan to do.
Wear eye protection such as goggles and a broad-coverage mask. Learn how to spray paint safely here.
Fill in the grain and other irregularities with wood filler compound (Regan recommends the pink stuff) and a putty knife. Part of the beauty of stained wood is the grain. Once painted, however, that grain becomes an eyesore. The same can be said for poorly-filled nail holes or cracks in the wood. After the primer dries, these imperfections will stand out. If your paneling has a heavy grain, expect to use a lot of filler on your wall. Allow the filler to dry completely.
Sand the wall smooth again, being careful not to sand through the primer coat. Then clean the surface again with the shop vacuum.
If a large percentage of the wall required filler, another coat of primer may be prudent. If you choose this route, make it a light coat to avoid building up too much material on the wood. Allow the primer to dry, then sand lightly and vacuum.
Spray on the topcoat, starting with a fuller layer of paint, but not so heavy that you create drips and runs.
You may choose latex paint for your topcoat, but Regan counts on the smooth and durable results he gets with oil-based paint. His second choice: A hybrid water-based alkyd paint.
Once dry, sand lightly just to dull it a bit and vacuum the loose material. Spray a thin and even topcoat on the paneling. Allow the paint to dry thoroughly, then remove the masking and enjoy your beautiful new walls.