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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
ROHR JAMES E
   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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
THE PNC FINANCIAL SERVICES GROUP, INC., ONE PNC PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
02/18/2004
(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
$5 Par Common Stock 02/18/2004   M(1) V 41,250 A $ 42.5312 358,251 D  
$5 Par Common Stock 02/18/2004   F(1)   3,196 D $ 56.94 355,055 D  
$5 Par Common Stock 02/18/2004   F(1) V 30,811 D $ 56.94 324,244 D  
$5 Par Common Stock 01/26/2004   J(2) V 388 A $ 55.125 27,641 I 401(K)Plan
$5 Par Common Stock 01/26/2004   J(2) V 4 A $ 55.125 426 I (3) Custodian Account/PUTMA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 (4) 01/26/2004   J(5) V 84     (6)   (6) $5 Par Common Stock 84 $ 55.125 9,247 I Deferred Compensation Plan
Phantom Stock Unit (4) 02/19/2004   A(7)   13,786     (6)   (6) $5 Par Common Stock 13,786 $ 0 23,033 I Deferred Compensation Plan
Phantom Stock Unit (4) 01/26/2004   J(8) V 453     (6)   (6) $5 Par Common Stock 453 $ 55.125 42,340 I Supplemental ISP
Employee Stock Option (Right-to-Buy) Reload Option $ 56.94 02/18/2004   A V 34,007   02/18/2005 02/16/2010 $5 Par Common Stock 34,007 $ 0 34,007 D  
Employee Stock Option Right-to-Buy $ 42.5312 02/18/2004   M V   41,250 02/16/2001 02/16/2010 $5 Par Common Stock 41,250 $ 0 41,250 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ROHR JAMES E
THE PNC FINANCIAL SERVICES GROUP, INC.
ONE PNC PLAZA
PITTSBURGH, PA 15222-2707		   X     Chairman and CEO  

Signatures

 Mark C. Joseph, Attorney-In-Fact for James E. Rohr   02/20/2004
**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) The exercise of this option and the satisfaction of the resulting tax withholding obligation were effected by the Reporting Person through the delivery, via attestation, of already owned shares of common stock of the Issuer and did not involve an open market transaction in the Issuer's securities.
(2) Dividend Reinvestment Shares acquired.
(3) The reporting person disclaims ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
(4) 1 for 1.
(5) Phantom Stock Units received as dividend equivalents under the PNC Deferred Compensation Plan.
(6) Phantom Stock Units will be settled in cash upon distribution from the reporting person's plan account and generally do not expir e.
(7) Phantom Stock Units received in lieu of cash pursuant to the PNC Deferred Compensation Plan as a result of the reporting person's election to defer annual incentive award.
(8) Phantom Stock Units received as dividend equivalents under the PNC Supplemental Incentive Savings Plan.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.