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 *
KELSON RICHARD B
   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)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1025 FIFTH AVENUE, APT. 11A NORTH		 3. Date of Earliest Transaction (Month/Day/Year)
12/29/2017
(Street)

NEW YORK, NY 10028		 4. If Amendment, Date Original Filed(Month/Day/Year)
01/03/2018		 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) 12/29/2017   M     515 12/29/2017 12/29/2017 $5 Par Common Stock 515 $ 0 4,116 (2) I Deferred Compensation Plan
Phantom Stock Unit (1) 12/29/2017   M     1,737 12/29/2017 12/29/2017 $5 Par Common Stock 1,737 $ 0 22,362 (3) I Deferred Stock Unit Plan
Deferred Stock Unit (4)               (4)   (4) $5 Par Common Stock 2,213   1,209 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KELSON RICHARD B
1025 FIFTH AVENUE
APT. 11A NORTH
NEW YORK, NY 10028		   X      

Signatures

 Christi Davis, Attorney-in-Fact for Richard B. Kelson   05/02/2018
**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 was the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") Common Stock. The units were settled in cash and distributed to the reporting person on the transaction date.
(2) On January 3, 2018, the reporting person filed a Form 4 reporting 92 Phantom Stock Units acquired as a dividend equivalent under the PNC Deferred Compensation Plan. The correct number of Phantom Stock Units acquired as of December 29, 2017, was 71.
(3) On January 3, 2018, the reporting person filed a Form 4 reporting 479 Phantom Stock Units acquired as a dividend equivalent under the PNC Outside Directors Differed Stock Unit Plan. The correct number of Phantom Stock Units acquired as of December 29, 2017, was 372.
(4) Deferred stock unit ("DSU") granted pursuant to The PNC Financial Services Group, Inc. ("PNC") Directors Deferred Stock Unit Program (the "Program") under PNC's 2016 Incentive Award Plan. Each DSU represents the right to receive at retirement a share of PNC Common Stock (a "Share") or in limited circumstances cash equal to the fair market value of one Share on the payment determination date, pursuant to the terms of the Program.
(5) Includes an aggregate of 12 Stock Units acquired by the reporting person as dividend equivalents under the PNC Directors Stock Unit Program subsequent to the date of the reporting person's most recent filing on Form 4.
 
Remarks:
See attached footnotes page.

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