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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

1/2/2009
(Street)

NEW YORK, NY 10028
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
$5 Par Common Stock   1/2/2009     A (1)    103   A $0.00   624   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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     (2) 10/24/2008     (3)   V 90         (4)   (4) $5 Par Common Stock   90   $56.25   7788   I   Deferred Stock Unit Plan  
Phantom Stock Unit     (2) 10/24/2008     (5)   V 49         (4)   (4) $5 Par Common Stock   49   $56.25   4237   I   Deferred Compensation Plan  

Explanation of Responses:
( 1)  Annual grant pursuant to PNC Directors Share Incentive Plan.
( 2)  One phantom stock unit is the economic equivalent of one share of PNC Common Stock.
( 3)  Phantom Stock Units received as dividend equivalents under the PNC Outside Directors Deferred Stock Unit Plan.
( 4)  Phantom Stock Units will be settled in cash upon distribution from the reporting person's plan account and generally do not expire.
( 5)  Phantom Stock Units received as dividend equivalents under the PNC Directors Deferred Compensation Plan.

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
Lori A. Hasselman, Attorney-in-Fact for Richard B. Kelson 1/6/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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