SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CLAY ROBERT N

(Last)

(First)

(Middle)

CLAY HOLDING COMPANY THREE CHIMNEYS FARM

P.O. BOX 114

(Street)

MIDWAY

40347

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2006

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
$5 Par Common Stock	10/24/2006		J⁽¹⁾	V	192	A	⁽²⁾	6,680	D
$5 Par Common Stock	12/11/2006		S		440	D	$72.17	6,240	D
$5 Par Common Stock								3,653	I	By CNB Investments, LLC⁽³⁾
$5 Par Common Stock								3,652	I	By RNC Investments, LLC⁽⁴⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Unit	⁽⁵⁾	10/24/2006		J⁽⁶⁾	V	185		⁽⁷⁾	⁽⁷⁾	$5 Par Common Stock	185	⁽⁸⁾	11,705	I	Deferred Compensation Plan
Phantom Stock Unit	⁽⁵⁾	10/24/2006		J⁽⁹⁾	V	109		⁽⁷⁾	⁽⁷⁾	$5 Par Common Stock	109	⁽¹⁰⁾	6,895	I	Deferred Stock Unit Plan

Explanation of Responses:

1. Dividend reinvestment shares acquired.

2. Dividend reinvestment shares acquired at various prices.

3. The reporting person first assumed investment control of the securities held by this LLC upon his father's death on 8/12/2002. The reporting person disclaims ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of for any other purposes.

4. The reporting person first assumed investment control of the securities held by this LLC upon his father's death on 8/21/2002.

5. 1 for 1.

6. Phantom Stock Units received as dividend equivalents under the PNC Directors Deferred Compensation Plan.

7. Phantom Stock Units will be settled in cash upon distribution from the reporting person's plan account and generally do not expire.

8. Phantom Stock Units received as dividend equivalents under the PNC Directors Deferred Compensation Plan, at various prices.

9. Phantom Stock Units received as dividend equivalents under the PNC Outside Directors Deferred Stock Unit Plan.

10. Phantom Stock Units received as dividend equivalents under the PNC Outside Directors Deferred Stock Unit Plan, at various prices.

Remarks:

	Lori A. Hasselman, Attorney-in-Fact for Robert N. Clay	12/13/2006
	** 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).
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