The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
November 21, 2008
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Christian Windsor, Esq.
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Re:
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The PNC Financial Services Group, Inc.
Registration Statement on Form S-4, as amended
File No. 333-155248 |
Dear Mr. Windsor,
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, The PNC
Financial Services Group, Inc., a Pennsylvania corporation (the Registrant), hereby
requests that the effectiveness under the Securities Act of 1933, as amended, of the
above-captioned Registration Statement be accelerated to 5:00 p.m., Eastern time, on November 21,
2008, or as soon thereafter as practicable.
In connection with the foregoing request for acceleration of effectiveness, the Registrant
hereby acknowledges the following:
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should the U.S. Securities and Exchange Commission (the Commission) or the
staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the
filing; |
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the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and
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the Registrant may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States. |
Please contact James R. Gilmartin of Wachtell, Lipton, Rosen & Katz at (212) 403-1134 with any
questions you may have concerning this request. In addition, please contact Mr. Gilmartin when
this request for acceleration has been granted.
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Sincerely,
THE PNC FINANCIAL SERVICES GROUP, INC.
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By: |
/s/ George P. Long, III
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George P. Long, III, Esq. |
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Corporate Secretary |
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