FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEMCHAK WILLIAM S
   2. Issuer Name and Ticker or Trading Symbol
PNC FINANCIAL SERVICES GROUP INC [PNC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman and CFO
(Last)
(First)
(Middle)
THE PNC FINANCIAL SERVICES GROUP, INC., ONE PNC PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
01/06/2004
(Street)

PITTSBURGH, PA 15222-2707		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Unit (1) 04/24/2003   J(2) V 76     (3)   (3) $5 Par Common Stock 76 $ 44.08 7,161 I Deferred Compensation
Phantom Stock Unit (1) 07/24/2003   J(2) V 71     (3)   (3) $5 Par Common Stock 71 $ 48.75 7,232 I Deferred Compensation
Phantom Stock Unit (1) 10/24/2003   J(2) V 71     (3)   (3) $5 Par Common Stock 71 $ 50.87 7,303 I Deferred Compensation
Employee Stock Option (Right to Buy) $ 54.04 01/06/2004   A(4)   95,000   01/06/2005 01/06/2014 $5 Par Common Stock 95,000 $ 0 95,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEMCHAK WILLIAM S
THE PNC FINANCIAL SERVICES GROUP, INC.
ONE PNC PLAZA
PITTSBURGH, PA 15222-2707		       Vice Chairman and CFO  

Signatures

 Mark C. Joseph, Attorney-in-Fact for William S. Demchak   01/08/2004
**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) 1 for 1.
(2) Phantom Stock Units received as dividend equivalents under PNC Directors Deferred Compensation Plan.
(3) Phantom Stock Units will be settled in cash upon the reporting person's retirement or other termination of service and generally do not expire.
(4) Grant of stock options subject to the precondition of an appropriate agreement signed by the parties. Options generally become e xercisable in three equal annual installments, beginning one year after the date of grant.

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