EXHIBIT 5.3

                                                DEPARTMENT OF THE TREASURY

INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000
                                        Employer Identification Number:
Date: Jun. 21, 1995                         25-1435979
                                        File Folder Number:
PNC BANK CORP                               521022825
C/O MICHAEL E. LLOYD ESQ.               Person to Contact:    
ECKERT SEAMANS CHERIN & MELLOTT             THOMAS J. SCHUTZMAN
600 GRANT STREET 42ND FLOOR             Contact Telephone Number:
PITTSBURGH, PA 15219                        (412) 644-5707
                                        Plan Name:
                                             PNC BANK CORP INCENTIVE SAVINGS
                                             PLAN
                                        Plan Number:  001

Dear Applicant:
        
        We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.

        Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b) (3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.

        The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
        
        This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.

        This determination is subject to your adoption of the proposed
amendments submitted in your letter dated May 5, 1995. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code section 401(b).

        This determination is also subject to your adoption of the proposed
amendments submitted in your letter(s) dated May 16, 1995. These proposed
amendments should also be adopted on or before the date prescribed by the
regulations under Code Section 401(b).

        This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.

        This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a) (4)-1(b) (2) of the regulations on the basis of a design-based
safe harbor described in the regulations.

        This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
 


                                                        Letter 835 (DO/CG)
                                   -2-

PNC BANK CORP

        This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a) (4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.

        This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.

        We have sent a copy of this letter to your representative as indicated
in the power of attorney.

        If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                        Sincerely yours,
                                        
                                        /s/ Paul M. Harrington

                                        District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
  for Employee Benefit Plans


                                                        Letter 835 (DO/CG)