EXHIBIT 24.2


                               POWER OF ATTORNEY

                                 PNC BANK CORP.
                      1997 LONG-TERM INCENTIVE AWARD PLAN


KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of PNC Bank Corp.
(the "Corporation"), a Pennsylvania corporation, hereby names, constitutes and
appoints Walter E. Gregg, Jr., Melanie S. Cibik and Steven L. Kaplan, or each
of them, with full power of substitution, such person's true and lawful
attorney-in-fact and agent to execute in such person's name, place and stead,
in any and all capacities, a post-effective amendment to Registration Statement
on Form S-8 (No. 33-54960) and/or a new Registration Statement on Form S-8 (or
other appropriate form) for the registration under the Securities Act of 1933,
as amended, of the PNC Bank Corp. 1997 Long-Term Incentive Award Plan, which
renames, amends and restates the PNC Bank Corp. 1992 Long-Term Incentive Award
Plan, and to execute in such person's name, place and stead, in any and all
capacities, any and all amendments to any said Registration Statements.

And such person hereby ratifies and confirms all that said attorney or
attorney-in-fact, or any substitute, shall lawfully do or cause to be done by
virtue hereof.

Witness the due execution hereof by the following person in the capacities
indicated as of this April 22, 1997.

NAME/SIGNATURE                                              CAPACITY
- --------------                                              --------

/s/ ROBERT N. CLAY
- ------------------                                          Director
    Robert N. Clay