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September 22, 2022

William S. Demchak
Chairman, President and Chief Executive Officer
PNC Financial Services Group, Inc.
The Tower at PNC Plaza, 300 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2401

Re: PNC Financial
Services Group, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed March 16,
2022
File No. 001-09718

Dear Mr. Demchak:

We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.

Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.

Definitive Proxy Statement on Schedule 14A filed March 16, 2022

General

1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address how
the experience of your Presiding Director is brought to bear in
connection with your
board s role in risk oversight.
2. Please expand upon the
role that your Presiding Director plays in the leadership of the
board. For example,
please enhance your disclosure to address whether or not your
Presiding Director may:

represent the
board in communications with shareholders and other stakeholders;
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.

3. Please expand upon how
your board administers its risk oversight function. For example,
please disclose:
William S. Demchak
PNC Financial Services Group, Inc.
September 22, 2022
Page 2

the timeframe over which you evaluate risks (e.g., short-term,
intermediate-term, or
long-term) and how you apply different oversight standards based
upon the
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing
risks and identify
significant emerging risks;
whether you have a Chief Compliance Officer and to whom this
position reports; and
how your risk oversight process aligns with your disclosure
controls and procedures.

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 Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at
202-551-
3412 with any questions.



FirstName LastNameWilliam S. Demchak Sincerely,
Comapany NamePNC Financial Services Group, Inc.
Division of
Corporation Finance
September 22, 2022 Page 2 Disclosure
Review Program
FirstName LastName