September 11, 2006

Mr. John P. Nolan

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Financial Services

450 Fifth Street, N.W.

Mail Stop 4561

Washington, D.C. 20549

Annual Report on Form 10-K filed March 15, 2006

File No. 001-09718

Dear Mr. Nolan:

The PNC Financial Services Group, Inc. (“PNC” or “Company”) is responding to your letter dated August 30, 2006 pertaining to your review and comments regarding the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (“Form 10-K”) filed March 15, 2006.

Company management is responsible for establishing and maintaining effective internal control over financial reporting and the adequacy and accuracy of the disclosures in our filings. We acknowledge that SEC Staff (“Staff”) comments or changes to disclosures that we make in response to Staff comments do not foreclose the SEC from taking any action with respect to the Form 10-K. In addition, we will not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

For your convenience, we have included in this letter in italics the number and description of each of the comments in your letter and the corresponding responses thereto. All references to page numbers and captions in our responses correspond to the page numbers and captions in the Form 10-K.

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 19

Key Strategic Goals, page 19

Response: We would like to clarify our description of the impact on our investment in BlackRock of the pending BlackRock/Merrill Lynch Investment Management (“MLIM”) transaction. The book value of our investment in BlackRock increases despite a decrease in our ownership percentage. Prior to the transaction, PNC has a 69% stock ownership position (representing approximately 80% of the total voting power of BlackRock’s shares) with a book value of approximately $16 per share. BlackRock will issue new equity shares to acquire MLIM, while our shares will not change. Accordingly, the PNC stock ownership will decrease to 34%. The new equity shares issued by BlackRock will be at a book value of approximately $147 per share which is substantially higher than the current book value of the PNC shares. Therefore, the resulting book value of the aggregate BlackRock shares increases to approximately $82 per share which results in the corresponding increase in the book value of our investment in BlackRock and is the basis for the expected gain when the transaction closes.

We will revise our disclosure in future filings to clarify the impact of the transaction, beginning with our third quarter 2006 Form 10-Q.

2002 BlackRock Long-Term Retention and Incentive Plan, page 43

Response: During the third quarter of 2004, BlackRock management determined that full vesting of the initial LTIP program (“LTIP I”) was probable as of September 30, 2004, and as a result recorded a charge and a related liability in its third quarter 2004 financial results. This charge took into account the value of the awards granted through September 30, 2004 and the applicable service period – BlackRock established a liability, and recorded compensation expense for 33/60 of the liability (i.e., 33 months of the 60 month service period) representing the period from January 1, 2002 through September 30, 2004.

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 3

In addition to the compensation expense associated with the amount awarded under LTIP I, PNC will incur dilution in the book value of its investment in BlackRock when the shares are transferred to the employees to satisfy the obligation. This dilution is based on the fact that once the shares are transferred, PNC will own a reduced percentage of BlackRock’s outstanding shares and its related equity. Consistent with BlackRock’s recognition of the LTIP I obligation and expense in the third quarter of 2004 and thereafter, PNC has recognized an estimate of the dilution to be realized when the shares are transferred because it is both probable and estimable that the dilution will occur. This estimate has been adjusted each quarter through June 30, 2006 to reflect both actual changes in BlackRock’s equity and changes in the estimated number of shares to be transferred due to changes in BlackRock’s share price. The offsetting liability recorded related to the estimated dilution will be reversed and offset against our investment in BlackRock when the shares are transferred.

We believe the recognition of this expense currently rather than when the shares are transferred is consistent with the principle that the contingency and expense should be recognized in the period it is probable and estimable as prescribed by the guidance in Statement of Financial Accounting Standards No. 5, Accounting for Contingencies. The transfer of shares will result in the resolution of the contingency and impairment or dilution of our investment in BlackRock. This approach also matches the estimated dilution cost with the compensation expense associated with LTIP I awards and we believe is consistent with the underlying matching principle contained in EITF Issue No. 00-12, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee.

The estimated cumulative dilution expense was approximately $8 million through June 30, 2006. Due to the immaterial amount involved, we respectfully submit that we do not believe that including the additional disclosure referred to above in PNC’s third quarter 2006 Form 10-Q would be relevant to PNC’s shareholders.

Consolidated Statement of Cash Flows, page 68

Response: The “Net change in Other” line item within the Operating Activities section of the Consolidated Statement of Cash Flows primarily consists of changes related to: (1) accrued expenses and other liabilities; (2) other assets; (3) goodwill and other intangible assets; and (4) minority and noncontrolling interests in consolidated entities.

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 4

The related balances that were included in “Net change in Other” for full year 2005 are as follows (in millions):

We will analyze the net change in Other for future filings beginning with our third quarter 2006 Form 10-Q and will disclose the major individual accounts and related balances, such as accrued expenses and other liabilities, as appropriate.

Note 1, Accounting Policies, page 69

Revenue Recognition, page 70

Response: We report consumer service revenue net of associated expenses for customer-related transactions with third parties in accordance with EITF No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, when the Company is not considered the primary obligor.

In accordance with Statement of Financial Accounting Standards No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases, loan origination fees and related direct loan origination costs for a given loan are offset and deferred and subsequently amortized to interest income.

We do not consider either of these circumstances to be material to PNC’s total revenue stream. However, we will monitor materiality and consider additional disclosure, as appropriate based on the amounts involved, in future filings.

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 5

Loans and Leases, page 71

Response: We will revise future filings to indicate that we use the interest method to recognize interest income earned on loans.

Response: We will revise future filings to note that the extent to which the method used to amortize loans and lease origination and other fees, which approximates the interest method, is considered immaterial.

Nonperforming Assets, page 72

Response: Loans are considered well secured when the appraised value of the property, less 15% to cover the potential expense of foreclosure, is greater than or equal to the principal balance amount including any superior liens. For example, if the real property securing a loan

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 6

is valued at $100,000 and the current payoff amount of our loan and any superior lien is less than $85,000, then the loan is considered ‘well secured’. If the loan is not deemed well secured, the loan will be written down to its net realizable value and placed on nonaccrual status or charged off.

In response to your questions:

PNC is following OCC guidelines regarding the assessment and valuation of loans. The placement of nonaccrual loans that are well secured after 12 months past due are within FFIEC guidelines which state that “an asset need not be placed in non-accrual status if the asset upon which principal or interest is due and unpaid for 90 days or more is a consumer loan or loan secured by a 1-to-4 family residential property.” We believe this accounting treatment is in compliance with the applicable regulatory guidelines and practice prevalent in the industry.

We will revise future filings, beginning with our 2006 Form 10-K, to clarify our policies with respect to your suggestions.

Note 2, Acquisitions, page 77

Response: Our disclosure regarding the Harris Williams & Co. (“Harris Williams”) acquisition indicated that this firm principally provides services to middle market companies and that it is in this area that it is one of the largest independent firms. We concluded that this transaction was

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 7

not considered material in relation to the Company’s consolidated financial position and results of operations and, accordingly, neither the purchase price nor certain other disclosures otherwise required by paragraph 51 of SFAS 141 were disclosed. The total purchase price of the Harris Williams acquisition was $178 million, comprised of cash of $138 million and PNC restricted stock of $40 million. This amount was indirectly disclosed as an “addition” to goodwill and customer-related intangible assets in Note 9 Goodwill and Other Intangible Assets of the Consolidated Financial Statements included in our Form 10-K. The issuance of the shares was disclosed in Part II, Item 2 of PNC’s Form 10-Q for the third quarter of 2005.

Article 11 of Regulation S-X requires pro forma financial information when a “significant” business combination accounted for as a purchase has occurred. Article 11 indicates that a business combination shall be considered “significant” if a comparison of the most recent annual financial statements of the business acquired or to be acquired and the registrant’s most recent annual consolidated financial statements filed at or prior to the date of acquisition indicates that the business would be a “significant subsidiary” pursuant to the conditions specified in Regulation S-X, section 210.1-02(w), substituting 20 percent for 10 percent each place it appears therein. These calculations follow:

Note A:

In accordance with the computational note included in Article 11 of Regulation S-X, PNC also substituted the average pretax income for Harris Williams for the period 2000-2004 (no loss years) in place of the 2004 amount above and determined that the significant subsidiary test would not have been met under this alternative computation.

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 8

Based upon these calculations, full pro forma financial statements were not considered necessary for inclusion in our Form 10-K. In addition, in accordance with the instructions under Article 3-05 of Regulation S-X, separate financial statements of Harris Williams were also not considered necessary for inclusion in our Form 10-K.

Note 3, Variable Interest Entities, page 78

Response: Under a restructuring transaction that occurred in October 2005, Market Street Funding Corporation was reorganized as an LLC (“Market Street”) and issued subordinated notes to an independent third party. Proceeds from the notes were deposited into a “first loss reserve account” and will be used to reimburse any losses suffered by the providers of the program level credit enhancement and liquidity facilities which are triggered when assets must be purchased from Market Street due to certain credit events.

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 9

Paragraph 15 of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (“FIN 46R”), states that the primary beneficiary should reconsider its initial decision to consolidate a variable interest entity (“VIE”) if the primary beneficiary sells or otherwise disposes of all or part of its variable interests to unrelated parties or if the variable interest entity issues new variable interests to parties other than the primary beneficiary or the primary beneficiary’s related parties. The subordinated notes are a variable interest in Market Street and therefore their issuance constitutes a reconsideration event that required a reevaluation of which party, if any, is the primary beneficiary of Market Street.

The Market Street portfolio includes 48 transactions with an aggregate facility limit of $4.6 billion and with implied facility ratings ranging from BBB- to AAA. Each deal is not rated but the transactions are structured to meet implied S&P ratings based upon their ratings methodology by asset class.

Paragraph 14 of FIN 46R provides that a majority of either the exposure to expected losses or the right to receive expected residual returns (or both) identifies the primary beneficiary. If one entity will absorb a majority of a VIE’s expected losses and another will receive a majority of the VIE’s residual returns, the entity absorbing a majority of the expected losses shall consolidate the VIE (emphasis added). Expected losses and residual returns are defined by FIN 46R as the expected negative and positive variability, respectively, in the fair value of the entity’s net assets exclusive of variable interests. Expected losses and expected residual returns are both probability weighted measures.

The $5.089 billion risk of loss to PNC is comprised of $4.646 billion in liquidity facilities and $443 million of total program-level credit enhancement, including credit enhancement provided by PNC Bank through a loan facility that expires March 25, 2010. This maximum exposure to loss is not probability weighted and therefore has no relationship to expected variability and expected losses used to determine the primary beneficiary. Because of the high credit quality and short tenor of Market Street’s assets, the probability of an actual loss approaching the maximum amount is extremely small.

As noted above, exposure to expected losses (i.e. the negative variability in expected cash flows) is considered to take precedent. Therefore, if the purchaser of the subordinated notes would be obligated to absorb > 50% of Market Street’s expected losses under the terms of the notes, the purchaser would be deemed the primary beneficiary. It is important to note that it is the variability, rather than the absolute level of cash flows, that drives this determination. In this analysis, the structure and reasonableness of the assumptions underlying the expected loss model are critical to the proper identification of the primary beneficiary.

PNC performed an expected loss/expected residual returns calculation (“EL model”) to determine whether PNC was the primary beneficiary of Market Street. The EL model used a “top down” approach to assign expected losses and expected residual returns to each variable interest holder (“VIH”). The top down approach conforms to the example included in Appendix A of FIN 46R and has been the accepted practice adopted by the accounting profession for determining the variability of expected losses and residual returns. As such, the model measures the negative or positive variability of expected losses or residual returns for each VIH in the entity.

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 10

Significant assumptions included in the model were:

Variable Interests Holders

Equity investor (AMACAR) – AMACAR’s equity interest was not considered to be a variable interest as it was not deemed to be “at risk” as defined in FIN 46R (includes only equity investments in the entity that participate significantly in profits and losses even if those investments do not carry voting rights). The equity does not meet this requirement due to the protection from losses provided by the third-party credit enhancement and liquidity arrangements as well as the fact that the residual profits flow to other variable interest holders under various contracts.

Commercial paper investors – A debt holder’s interest generally absorbs variability due to the exposure to the entity’s ability to pay. However, we believe the commercial paper holder’s investments do not represent variable interests due to the priority payment status supported by the multiple levels of credit enhancement and the existence of the liquidity facilities. As a practical matter, if the commercial paper holders were considered to be VIHs, the amount of the variability that they would absorb is inconsequential.

Administrator (PNC) – the residual fees received by the Administrator represented a variable interest as they absorb variability due to their subordinated priority of payment (one step above the subordinated note holder in cash flow waterfall).

Subordinated Note Holder – The Subordinated Note is a variable interest as it is in the most subordinated position in the cash flow waterfall for both principal and interest. The stated rate of interest on the Note is 18% and is completely subject to the availability of funds. Also, the holder would be entitled to 100% of penalty pricing/fees charged to customers upon occurrence of specified triggering events. These penalty fees currently equate to 386 basis points on the affected instrument and are included in the estimated cash flows underlying the expected loss model.

Liquidity providers (PNC and others) – The liquidity arrangements are generally in the form of transaction specific asset purchase agreements that obligate the provider to buy the covered assets contingent upon the occurrence of specified events. Fees accrue based upon a percentage of the commitment amount or outstandings in the case of amortizing transactions. The decision as to whether these arrangements represent variable interests rests on whether they protect holders of other interests from suffering losses. Paragraph B10 of FIN 46R states that,

“Guarantees of the value of the assets or liabilities of a variable interest entity, written put options on the assets of the entity, or similar obligations such as some liquidity commitments or agreements (explicit or implicit) to replace impaired assets held by the entity are variable interests if they protect holders of other interests from suffering losses. To the extent the counterparties of guarantees, written put options, or similar arrangements will be called on to perform in the event expected losses occur, those arrangements are variable interests, including fees or premiums to be paid to those counterparties.”

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 11

Based on the fact the liquidity facilities protect the commercial paper holders from losses, we believe they constitute variable interests. Fees associated with the liquidity facilities provided by PNC Bank NA were included in the FIN 46R cash flow models.

PNC Bank, N.A.: The Credit loan that provides program-level credit enhancement is a variable interest. This interest absorbs variability as it is reliant on Market Street’s ability to pay.

Therefore, for modeling purposes, only two VIHs were identified: the Subordinated Note Holder and PNC. The cash flows to other parties were excluded since their exposure to variability was deemed insignificant.

Sources of Variability (drivers of expected cash flows)

Credit Risk

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 12

Given these additional credit enhancements, ABCP investors expect to be faced with lower levels of probability of defaults and loss given defaults (“LGD”) than like-rated corporate loans or bonds. According to a paper published by Standard & Poor’s in March 2002 Global Cash Flow and Synthetic CDO Criteria, Standard & Poor’s, March 21, 2002, historical ABS default rates are lower than corporate rates.

Implied Asset Default Rates (%)

We used an estimate of ABS default rates that are equal to one-half that of corporate debt for a given term. Corporate debt default rates were obtained from Standard & Poor’s “Annual Global Corporate Default Study: Corporate Defaults Poised to Rise in 2005” dated January 31, 2005.

Interest Rate Risk

Fee Variability

Hypothetical Subordinated Note Size

Based on the allocation of expected losses supported by estimated cash flows for each variable interest holder, PNC’s share of expected losses was 49% while the note holder’s share of expected losses was 51% with an assumed Subordinated Note size of $410,000. As the note investor absorbs a majority of the expected losses, an analysis of which VIH receives a majority of the expected residual returns of Market Street was not required under paragraph 14 of FIN 46R. As a result, in October 2005, Market Street issued a $4,000,000 Subordinated Note

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 13

equivalent to 10 basis points of Market Street’s current commitments. By issuing a Subordinated Note above the minimum required note size, our intention was to anticipate potential future increases in utilization, and consider developing marketplace norms for the sizing of first loss notes issued by commercial paper vehicles similar to Market Street.

Subsequent to the issuance of the Note, we have updated our primary beneficiary analysis on a regular basis, not less than quarterly, to review the impact of changes in estimated cash flows to the VIHs and credit risks related to the assets held by Market Street. These updated analyses continue to indicate that PNC’s variable interests absorb less than half of Market Street’s expected losses. Accordingly, PNC continues to report Market Street as a non-consolidated VIE.

Note 26, Subsequent Events, page 112

Response: In a letter dated August 7, 2006 to the SEC, BlackRock responded to a similar question in connection with the Staff’s review of New BlackRock, Inc.’s Registration Statement on Form S-4 (File No. 333-134916). Please refer to BlackRock’s August 7, 2006 letter, included as Annex A to this letter, for additional details.

The expected closing date of BlackRock’s transaction with Merrill Lynch is September 29, 2006. Accordingly, BlackRock will be deconsolidated from PNC’s Consolidated Balance Sheet as of September 30, 2006 as required by generally accepted accounting principles, and fourth quarter 2006 results from our investment in BlackRock will be reflected in PNC’s fourth quarter earnings on the equity method of accounting. Accordingly, we do not believe that including the additional disclosures referred to above in PNC’s third quarter 2006 Form 10-Q would be considered relevant to PNC’s shareholders.

***

United States Securities and Exchange Commission

Mr. John P. Nolan, Accounting Branch Chief

September 11, 2006

Page 14

We thank you for your prompt attention to this letter and look forward to hearing from you at your earliest convenience. Please direct any questions regarding the Company’s response to Samuel R. Patterson, Controller, at 412-762-3900.

Sincerely,

BY HAND AND BY EDGAR

Mr. Mark Webb

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Webb:

On behalf of New BlackRock, Inc., a Delaware corporation (the “Company”), and as discussed with Gregory Dundas and you, set forth below in this letter is a revised response to comment #48 (the “Comment”) of the staff of the Commission (the “Staff”) set forth in the Staff’s letter of July 7, 2006 (the “Comment Letter”).

Note 1, “Pending Transaction”, page F-36

Mark Webb

United States Securities and Exchange Commission

August 7, 2006

Page 2

The Company believes that BlackRock is the acquiring entity in the contemplated transactions based upon its analysis of SFAS 141.

Paragraph 17 of SFAS 141 states:

In a business combination effected through an exchange of equity interests, the entity that issues the equity interests is generally the acquiring entity. In some business combinations (commonly referred to as reverse acquisitions), however, the acquired entity issues the equity interests. Commonly, the acquiring entity is the larger entity. However, the facts and circumstances surrounding a business combination sometimes indicate that a smaller entity acquires a larger one.

BlackRock is a publicly traded company that will be issuing equity interests to acquire MLIM. MLIM is not a separate and distinct company, but rather is a series of legal entities and cost centers within Merrill Lynch that are being combined and sold to BlackRock. MLIM does not have any equity interests outstanding, and is dependent on Merrill Lynch for much of its infrastructure, including financial management, financial accounting, treasury, technology, communications, trading platform, payroll, human resources, compliance, facilities, taxes, and other functions. New BlackRock will utilize the existing BlackRock name and operating infrastructure for each of these functions, and will follow BlackRock’s significant existing financial accounting and reporting policies.

Paragraphs 17.a through 17.e of SFAS 141 describe specific criteria for identifying the acquiring entity. Paragraph 17.a provides the following criterion:

The relative voting rights in the combined entity after the combination—all else being equal, the acquiring entity is the combining entity whose owners as a group retained or received the larger portion of the voting rights in the combined entity. In determining which group of owners retained or received the larger portion of the voting rights, consideration shall be given to the existence of any unusual or special voting arrangements . . . .

Mark Webb

United States Securities and Exchange Commission

August 7, 2006

Page 3

SFAS 141 ¶ 17.a (emphasis added). Paragraph 17.b provides the following criterion:

The existence of a large minority voting interest in the combined entity when no other owner or group of owners has a significant voting interest—all else being equal, the acquiring entity is the combining entity whose single owner or organized group of owners holds the large minority voting interest in the combined entity.

SFAS 141 ¶ 17.b (emphasis added). The criteria described in paragraphs 17.a and 17.b suggest that BlackRock should be considered the acquiring entity, for the following reasons:

Other criteria described in paragraph 17 also support the conclusion that BlackRock is the acquiring entity. Paragraph 17.c provides that “…all else being equal, the acquiring entity is the combining entity whose owners or governing body has the ability to elect or appoint a voting majority of the governing body of the combined entity.” The stockholder agreements provide that the board of directors of New BlackRock will consist of 17 directors, including:

Mark Webb

United States Securities and Exchange Commission

August 7, 2006

Page 4

The following is a summary of the anticipated directors of New BlackRock:

Mark Webb

United States Securities and Exchange Commission

August 7, 2006

Page 5

As noted above, Merrill Lynch is constrained to vote in accordance with the recommendations of the board of directors, including as to the election of directors.

Paragraph 17.d provides that “all else being equal, the acquiring entity is the combining entity whose senior management dominates that of the combined entity.” The senior management of New BlackRock will be comprised predominantly of the current senior management of BlackRock. In particular:

Paragraph 17.e provides that “all else being equal, the acquiring entity is the combining entity that pays a premium over the market value of the equity securities of the other combining entity or entities.” As of the announcement date for the transactions, the 65 million shares of New BlackRock stock to be issued to Merrill Lynch had a market value of almost $10 billion while MLIM’s net book value as of March 31, 2006 was approximately $5.5 billion. Therefore, management believes that the MLIM business is being acquired for a premium.

Based upon the foregoing factors, the Company has concluded that BlackRock, Inc. is the acquiring entity in the transaction. The disclosure has been revised to include additional language in this regard in the “Accounting Treatment” section on page 54 and in Note 1 to the Condensed Combined Financial Statements on page F-35. Further disclosure is attached in Annex A to this letter and will be reflected in Amendment No. 2 to the Registration Statement.

*    *    *

Mark Webb

United States Securities and Exchange Commission

August 7, 2006

Page 6

We thank you for your prompt attention to this letter responding to the Staff’s Comment Letter and look forward to hearing from you at your earliest convenience. Please contact the undersigned at (212) 735-2790 should you require further information or have any questions concerning this filing.