FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEMCHAK WILLIAM S
   2. Issuer Name and Ticker or Trading Symbol
PNC FINANCIAL SERVICES GROUP, INC. [PNC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice Chairman
(Last)
(First)
(Middle)
ONE PNC PLAZA, 249 FIFTH AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
01/03/2012
(Street)

PITTSBURGH, PA 15222-2707		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Unit (1) 01/03/2012   I     6,011   (2)   (2) $5 Par Common Stock 6,011 $ 59.03 17,826 (3) I Deferred Compensation Plan
Phantom Stock Unit (4)               (4)   (4) $5 Par Common Stock 2,630   2,634 (5) I Supplemental Incentive Savings Plan

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEMCHAK WILLIAM S
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PA 15222-2707		       Senior Vice Chairman  

Signatures

 George P. Long, III Attorney-in-Fact for William S. Demchak   01/05/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") Common Stock.
(2) Pursuant to elections made by the reporting person with respect to compensation earned as a executive officer of PNC, 6011 phantom stock units became payable in cash on January 3, 2012.
(3) Includes an aggregate of 441 Phantom Stock Units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan subsequent to the date of the reporting person's most recent filing on Form 4.
(4) One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") Common Stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.
(5) Each phantom stock unit ("PSU") is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") common stock. The number of securities beneficially owned represents the number of PSUs indirectly credited to the reporting person account through a unitized fund investment option under PNC's Supplemental Incentive Savings Plan ("SISP"), and reflects 49 PSUs indirectly acquired for the account of the reporting person through dividend equivalents under the SISP provided subsequent to the reporting person's most recent Form 4 filing that included information pertaining to the SISP. Approximately 98% of the unitized fund assets consist of PSUs, and the remainder consists of notional investments in a money market fund. The percentages of assets in the unitized fund investment option that are deemed to be invested in PNC common stock may vary from time to time.

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