EXHIBIT 8.1


                 [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]




                                October 28, 2003




The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707

Ladies and Gentlemen:

          Reference is made to the Registration Statement on Form S-4 (as
amended through the date hereof, the "Registration Statement") of The PNC
Financial Services Group, Inc., a Pennsylvania corporation ("PNC"), relating to
the proposed merger of United National Bancorp, a New Jersey corporation, with
and into PNC Bancorp, Inc., a Delaware corporation and a wholly owned subsidiary
of PNC.

          We have participated in the preparation of the discussion set forth in
the section entitled "THE MERGER -- Material Federal Income Tax Consequences of
the Merger" in the Registration Statement. In our opinion, such discussion,
insofar as it relates to matters of United States federal income tax law, is
accurate in all material respects.

          We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement, and to the
references therein to us. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.


                                              Very truly yours,


                                              /s/ WACHTELL, LIPTON, ROSEN & KATZ