October 26, 2007

Christian N. Windsor

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Definitive 14A

Filed March 23, 2007

File No. 001-09718

Dear Mr. Windsor:

The PNC Financial Services Group, Inc. (“PNC” or the “Company”) is responding to your letter dated August 21, 2007 pertaining to your review and comments regarding the definitive proxy statement mailed to PNC’s shareholders on or about March 23, 2007 (the “2007 Proxy Statement”).

Company management is responsible for 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 2007 Proxy Statement. 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, this letter includes, in boldface type, 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 2007 Proxy Statement.

The Personnel and Compensation Committee, page 20

In response to the Staff’s comment, PNC will revise the disclosure included in the 2008 proxy statement. The revised disclosure will provide greater clarity on the scope and nature of the duties performed by McLagan Partners and Towers Perrin. We supplementally advise the Staff as follows regarding the scope and nature of those duties:

McLagan Partners.

The Board’s Personnel and Compensation Committee (the “Committee”) has the sole authority to retain and terminate any compensation consultant assisting the Committee. The Committee also has the sole authority to approve fees and other engagement terms. Under this authority, the Committee retains McLagan Partners, an independent consulting firm, to advise it on executive compensation matters. In this capacity, McLagan reports directly to the Committee.

McLagan attends most of the in-person and telephonic meetings of the Committee, and meets regularly with the Committee without members of management present. McLagan also reviews meeting agendas. McLagan and members of management assist the Committee in its review of proposed compensation packages for our executive officers.

Throughout the year, McLagan also assists the Committee in its analysis and evaluation of our overall executive compensation program and the structures used to pay our executive officers. From time to time, McLagan helps the Committee evaluate compensation programs that are specific to business units. McLagan reviews information supplied by management and compensation-related surveys and reports prepared by Towers Perrin.

McLagan also provides limited services directly to our management, typically based on a particular business or subject matter expertise offered by McLagan. For example, McLagan has provided our management with specific industry-wide surveys of compensation practices. The Committee will ask McLagan to provide regular reports describing the services provided directly to our management, and the associated fees that McLagan receives.

Beginning in 2008, the Committee intends to perform an annual review of the scope and nature of the services provided by McLagan. This review would be included as part of the Committee’s annual self-evaluation process.

Towers Perrin.

Our management also retains Towers Perrin, a global professional services firm. Towers Perrin provides various actuarial and management consulting services to us. Our management has retained Towers Perrin to:

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Reports prepared by Towers Perrin that relate to executive compensation are also shared with the Committee and McLagan.

Compensation Discussion and Analysis, page 27

In response to the Staff’s comment, PNC will revise the disclosure included in the 2008 Proxy Statement to clarify how the Committee determines the levels of compensation, the factors considered by the Committee, and how the Committee decides whether compensation is appropriate. The revised disclosure will include an enhanced discussion of how the Committee uses competitive compensation information provided by our management and outside consultants or contained in public disclosures.

We supplementally note that the Committee does not use compensation data relating to other companies to “target” a specific peer group compensation level for any given executive, nor does the Committee generally use quantitative data to approve pre-determined, formulaic compensation amounts. Rather, the Committee uses its understanding of peer group compensation as a starting point for its decision-making. From this starting point, the Committee gives weight to other factors, most importantly corporate performance relative to our peer group. For example, the Committee compared 2006 corporate performance factors for PNC and the other peer group companies with

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respect to EPS and ROCE (both of which are discussed in more detail in the Response to Comment #5 below), return on assets, revenue, non-interest income, and loan and deposit growth. These factors are generally applied to compensation decisions in a subjective fashion.

The Staff is supplementally advised that the revised disclosure will also include an enhanced discussion of any material variations in compensation among the named executive officers and the reasons for such variations. For 2006, the Committee awarded a special bonus to Mr. Rohr, as discussed on page 33 of the 2007 Proxy Statement. The Committee also provided an increase in the bonuses of certain executive officers in recognition of their significant contributions to the successful merger of BlackRock and Merrill Lynch Investment Managers (“MLIM”). The Committee approved two salary increases in 2006 for Mr. Johnson, as described in the Response to Comment #4 below. For the second year in a row, Mr. Demchak received a special incentive share award opportunity, which was discussed on pages 38-39 of the 2007 Proxy Statement.

The Staff is supplementally advised that management asked Towers Perrin to create “tally sheets” in 2006 for each named executive officer. These tally sheets were designed to supplement the other information reviewed by the Committee in the discharge of its responsibilities.

For each executive, the tally sheets described: (1) total compensation; (2) equity-based and deferred compensation, along with retirement plan values; and (3) compensation under various termination-related scenarios, including a change in control. Consistent with the Response to Comment #2 above, while these tally sheets formed part of the overall compensation decision-making process, the tally sheets did not directly impact decisions with respect to specific compensation.

PNC will revise its disclosure included in the 2008 Proxy Statement to enhance its discussion of the tally sheets reviewed by the Committee and how the information contained in those tally sheets affected specific awards for the fiscal year.

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In addition, as noted in the Response to Comment #2 above, the Committee does not use compensation data relating to other companies to “target” a specific peer group compensation level for any given executive, nor does the Committee generally use quantitative data to approve pre-determined, formulaic compensation amounts. Although relative corporate performance factors are generally applied to compensation decisions in a subjective fashion, PNC will revise its disclosure included in the 2008 Proxy Statement to provide additional information regarding our relative performance against the other companies in our peer group.

The Staff is supplementally advised that, as stated in the Response to Comment #2 above, the Committee uses competitive compensation data as a starting point for its decisions. The Committee reviews compensation information for executive officers with similar duties and responsibilities within our peer group.

Differences in compensation among named executive officers reflect differences in those officers’ specific duties and responsibilities, when compared to executives within our peer group or other financial institutions.

Compensation differences also reflect differences in each named executive officer’s duties and responsibilities at PNC, a named executive officer’s tenure with us, tenure in a senior executive officer position and, potentially, the particular contributions of a particular executive in any given year. For example, named executive officers generally receive larger equity grants than other executive officers. These larger grants are reflected in the amounts listed under the “Stock Awards” and “Option Awards” columns. Because the equity disclosure requirements in the Summary Compensation Table reflect decisions from prior years more than current decisions, larger grants over time may significantly increase the amounts in those columns. Similarly, the amounts reflected in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column increase with the tenure of the executive. Thus, the longer an individual has been an executive officer, and in particular at named executive officer compensation levels, the higher the amounts shown in several categories will be.

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In that regard, Mr. Johnson joined us as an executive officer in December 2002 and was promoted to Chief Financial Officer in 2005. The other four officers in the table have been named executive officers of PNC since at least 2002, and in some cases, for years before that.

It should also be noted that the Summary Compensation Table in the 2007 Proxy Statement understates Mr. Johnson’s salary, due to two salary increases that Mr. Johnson received during 2006. Although the Summary Compensation Table correctly reported Mr. Johnson’s salary received during 2006 at $377,885, Mr. Johnson’s annualized salary was $425,000 at the end of 2006. The Committee increased Mr. Johnson’s salary in order to bring his current compensation more in line with the competitive marketplace and the other factors impacting salaries as described on page 30 of the 2007 Proxy Statement. The Committee reviews salaries annually, but may also approve salary increases at any point during the year.

The Committee approved the January 23, 2006 option award to Mr. Rohr after considering competitive compensation data for the chief executive officers of our peer group, and considering our corporate performance relative to our peer group companies.

PNC will revise its disclosure included in the 2008 Proxy Statement to provide a detailed discussion on how and why the compensation of our named executive officers differs from that of our Chief Financial Officer.

In response to the Staff’s comment, PNC will include specific disclosure discussing and explaining its 2007 targets and principal performance metrics in the 2008 Proxy Statement. Again, as noted in the Response to Comment #2 above, these metrics are used only as one part of the process of determining bonuses, with no specific bonus level implied by any specific performance.

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The Staff is supplementally advised that the Committee initially reviews two principal corporate performance metrics – earnings per share (EPS) and relative return on average common shareholders’ equity (ROCE). The EPS Target is a goal based on the EPS included in our corporate budget at the beginning of each year. This budget is the budget that our full Board reviews annually, and that management uses for planning purposes and against which corporate and line of business performance is measured internally.

We project ROCE based on the EPS Target, and project ROCE for our peer group companies by using consensus earnings estimates from equity analysts. The Committee compares our ROCE to the peer group ROCE to determine whether the EPS Target is a competitive goal.

Following the public disclosure of peer group data, our management reviews peer group EPS, ROCE and several additional non-formulaic metrics (as discussed in the Response to Comment #2 above) with the Committee and our external consultants. The Committee compares our adjusted EPS, ROCE and the other metrics to the metrics throughout our peer group, as similarly adjusted.

In 2006, the ROCE implied by the EPS Target of $4.80 placed us above the median (4^th out of 11) for our peer group companies. Based on that projected ROCE, the Committee determined that the EPS Target was competitive and approved the EPS Target goal of $4.80.

At the end of 2006, our actual EPS of $8.73 was adjusted for the effect of the merger of BlackRock and MLIM and various balance sheet repositioning transactions. This adjusted EPS totaled $5.06. Our actual ROCE, as adjusted to exclude goodwill, was 28.50%. This placed us 2^nd out of 11 peer group companies, when adjusted on a comparable basis. For 2006, bonuses for our named executive officers were paid out above their target amounts, generally reflecting strong performance against the target and our peers.

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In response to the Staff’s comment on how individual performance affects the Committee’s compensation decisions, PNC will revise its disclosure included in the 2008 Proxy Statement to provide a clearer analysis of how individual performance contributed to actual 2007 compensation for the named executive officers. The Staff is supplementally advised that, when determining compensation awards, the Committee believes that relative corporate performance or line of business performance are generally more significant metrics than individual performance. The Committee may, however, increase or decrease a compensation award if an executive’s performance differs significantly from our corporate performance or that executive’s relevant line of business performance. For example, as noted in the Response to Comment #2 above, our named executive officers and other executive officers received bonus increases in recognition of their significant contributions to the successful merger of BlackRock and MLIM. In our future filings, we will enhance our disclosure of any individual variations in compensation decisions.

The Committee reviews qualitative and quantitative goals and objectives for the CEO, and considers these goals and objectives as part of the overall decision-making process. PNC will revise its disclosure included in the 2008 Proxy Statement to describe such qualitative and quantitative goals in financial performance, strategic positioning, risk management, governance and human capital.

Committee Process, page 28

As noted above, PNC will revise its disclosure included in the 2008 Proxy Statement to include an enhanced discussion of how data from other companies relate to the relevant elements of compensation. The Staff is supplementally advised that, as stated in the Response to Comment #2 above, the Committee does not use compensation data to “target” a specific peer group compensation level for any given executive. The Committee does not generally use quantitative data to approve pre-determined, formulaic compensation amounts. Rather, the Committee uses competitive compensation information as a starting point for its decision-making. In general, the Committee believes that middle of the peer group performance should generate middle of the peer group compensation.

Elements of Compensation and 2006 Decisions, page 30

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The Staff is supplementally advised that the size of the 2006 bonus pool under the 1996 Plan, and its allocation among the covered executive officers, was fixed at 0.5%. The terms of the 1996 Plan as then in effect imposed this limit. In April 2007, our shareholders approved an amended and restated 1996 Plan effective as of January 1, 2007. For 2007 and future years, the revised 1996 Plan establishes the maximum pool for each eligible officer at 0.2% of Incentive Income. McLagan advised that the material terms of the 1996 Plan, including the size of the pool, were competitive with similar plans for our peer group. The Committee selected this pool size to help ensure that (1) there would be a sufficiently large pool from which to fund executive officer bonuses without having to increase the size of the pool after the end of a year in contravention of the performance-based compensation exception under Section 162(m) of the Code and (2) bonuses would still be closely tied to PNC’s overall performance.

We included additional quantitative disclosure on the 1996 Plan on page 12 of the 2007 Proxy Statement. For 2006, the 1996 Plan provided for an aggregate dollar pool of $19,789,000, with the following maximum and actual awards for each eligible executive officer:

For 2006, the size of the pool was enhanced by the gain resulting from the merger of BlackRock and MLIM, which was ultimately adjusted out of our actual EPS in determining performance against our EPS Target, as stated in the Response to Comment #5 above.

PNC will revise its disclosure included in the 2008 Proxy Statement.

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The Staff is supplementally advised that the Committee did not make any non-plan awards of equity compensation during 2006 to its executive officers.

In early 2007, as stated in the Response to Comment #2 above, the Committee authorized the granting of an additional award to Mr. Rohr of 33,000 shares of PNC common stock (approximately $2,500,000 in value as of the grant date), in recognition of Mr. Rohr’s substantial influence and leadership in PNC’s BlackRock investment and the successful merger and integration of BlackRock and MLIM in 2006. The award will vest after three years. While the award was granted under our long-term incentive plan (a §162(m)-qualified plan), it did not qualify for the federal tax deduction under that section because the grant vests solely upon the passage of time. Nonetheless, the grant constitutes performance-based compensation because (1) it was awarded based on Mr. Rohr’s significant contribution to PNC and (2) the value of the award will increase or decrease based on the value of PNC common stock.

In its future filings, PNC will clarify its disclosure regarding plan awards that do not qualify for the federal tax deduction under §162(m).

Equity-Based and Other Long-Term Incentive Compensation, page 33

The Staff is supplementally advised that, as noted in the Response to Comment #2 above, the Committee uses its understanding of peer group compensation – including an understanding of the form and size of peer group equity-based grants – as a starting point for its decision-making. PNC will revise its disclosure included in the 2008 Proxy Statement to discuss how the Committee determines the size of the equity-based awards for each named executive officer.

Change of Control Agreements, page 41

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The Staff is supplementally advised that Towers Perrin has historically provided analyses regarding change in control arrangements to our management and the Committee. McLagan also reviews Towers Perrin’s analyses of change in control arrangements, and did so in 2006 with respect to the tally sheet that described the impact of a change in control on each executive’s compensation.

The Committee believes that change in control arrangements are necessary to help PNC to attract and retain its executive officers, and that the persons covered by such arrangements, and the benefits provided under the arrangements, are consistent with what is offered by the companies in our peer group with whom we compete for executive talent. Change in control arrangements provide for longer-term security for executive officers in anticipation of a change in control.

PNC will revise its disclosure included in the 2008 Proxy Statement to describe and explain how the Committee determined the appropriateness of the payment and benefit levels.

Option Exercises & Stock Vested in Fiscal 2006

The Staff is supplementally advised that the Committee bases its equity-based compensation decisions principally on the grant date value. Because PNC awards equity-based compensation principally for retention and as an incentive for future performance, it does not make decisions based on the actual realized value of prior equity-based grants.

The Committee intends that grants of equity-based compensation will not reward or penalize executives for past performance. The realized value of Mr. Rohr’s awards reflects superior stock performance over a multi-year period, and reinforces the alignment of our long-term incentive programs with the wealth created for our shareholders. The use of grant date value to measure compensation decisions is also consistent with accounting standards.

PNC will revise its disclosure included in the 2008 Proxy Statement to address the fact that the amounts realized by Mr. Rohr have not had an impact on the compensation decisions or specific awards relating to Mr. Rohr.

Non-Qualified Deferred Compensation for Fiscal 2006, page 54

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In response to the Staff’s comment, PNC will so revise its disclosure included in the 2008 Proxy Statement.

Director Compensation for 2006, page 59

The Staff is supplementally advised that our Board’s Nominating and Governance Committee reviews non-employee director compensation and makes an annual compensation recommendation to the Board. The Nominating and Governance Committee reviews the annual retainer and meeting fees, committee Chairman and Presiding Director retainers, equity-based grants and the three compensation plans applicable to non-employee directors. The committee receives a report from Towers Perrin that analyzes the non-employee director compensation program and compares the program to peer group programs. The primary objectives of the committee’s annual review are to confirm continued alignment with business and shareholder interests, evaluate the competitiveness of our director compensation program relative to the peer group and to identify and respond to continued changes in director compensation in light of the competitive environment.

PNC will revise its disclosure included in the 2008 Proxy Statement to describe our processes and procedures for determining director compensation.

In response to the Staff’s comment, PNC will revise its disclosure included in the 2008 Proxy Statement. Future disclosures will include information substantially similar to the information set forth in “Note 18 Stock-Based Compensation Plans,” as included in PNC’s Annual Report on Form 10-K for the year ended December 31, 2006.

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In response to the Staff’s comment, PNC will so revise its disclosure included in the 2008 Proxy Statement.

In response to the Staff’s comment, PNC will so revise its disclosure included in the 2008 Proxy Statement.

Transactions Involving Directors and Executive Officers, page 66

In response to the Staff’s comment, disclosure of the representations required by Instruction 4 to Item 404(a) of Regulation S-K was included on page 21 of the 2007 Proxy Statement under the caption “Compensation Committee Interlocks and Insider Participation” and on page 69 under the caption “Regulation O Policies”.

PNC will revise its disclosure included in the 2008 Proxy Statement. Future disclosures will be included under the section titled “Transactions Involving Executive Officers and Directors.”

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We thank you for your 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 (412) 762-1901 should you require further information or have any questions concerning this filing.

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