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 *
PUDLIN HELEN P
   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)
SVP and General Counsel
(Last)
(First)
(Middle)
THE PNC FINANCIAL SERVICES GROUP, INC., ONE PNC PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
08/26/2004
(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 08/26/2004   M(1)   10,000 A $ 42.5312 78,940 D  
$5 Par Common Stock 08/26/2004   F(1)   7,948 D $ 53.51 70,992 D  
$5 Par Common Stock 08/26/2004   F(1)   629 D $ 53.51 70,363 D  
$5 Par Common Stock 08/26/2004   M(1)   12,666 A $ 43.81 83,029 D  
$5 Par Common Stock 08/26/2004   F(1)   10,369 D $ 53.51 72,660 D  
$5 Par Common Stock 08/26/2004   F(1)   704 D $ 53.51 71,956 D  
$5 Par Common Stock               10 I UTMA by self for son (2)
$5 Par Common Stock               6 I UTMA by spouse for daughter (3)

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 (4) 04/24/2004   J(5) V 36     (6)   (6) $5 Par Common Stock 36 $ 52.515 3,857 I Deferred Compensation Plan
Phantom Stock Unit (4) 07/24/2004   J(5) V 39     (6)   (6) $5 Par Common Stock 39 $ 49.695 3,896 I Deferred Compensation Plan
Employee Stock Option (Right to Buy) $ 43.81 08/26/2004   M(1)     12,666 01/03/2004 01/03/2013 $5 Par Common Stock 12,666 $ 0 25,334 D  
Employee Stock Option (Right-to-Buy) Reload Option $ 53.51 08/26/2004   A   8,577   08/26/2005 02/16/2010 $5 Par Common Stock 8,577 $ 0 8,577 D  
Employee Stock Option Right-to-Buy $ 42.5312 08/26/2004   M(1)     10,000 02/16/2001 02/16/2010 $5 Par Common Stock 10,000 $ 0 10,000 D  
Employeee Stock Option (Right-to-Buy) Reload Option $ 53.51 08/26/2004   A   11,073   08/26/2005 01/03/2013 $5 Par Common Stock 11,073 $ 0 11,073 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PUDLIN HELEN P
THE PNC FINANCIAL SERVICES GROUP, INC.
ONE PNC PLAZA
PITTSBURGH, PA 15222-2707		       SVP and General Counsel  

Signatures

 Mark C. Joseph, Attorney-in-Fact for Helen P. Pudlin   08/30/2004
**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) These shares are maintained in a brokerage account registered in the name of the reporting person as Custodian Under the Pennsylvania Uniform Transfers to Minors Act. 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 purpose.
(3) These shares are maintained in a brokerage account registered in the name of the reporting person's spouse as Custodian Under the Pennsylvania Uniform Transfers to Minors Act. 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 purpose.
(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.

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