8-K

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

                                    FORM 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                  July 31, 2002
                Date of Report (Date of earliest event reported)



                     THE PNC FINANCIAL SERVICES GROUP, INC.
             (Exact name of registrant as specified in its charter)

                          Commission File Number 1-9718


         Pennsylvania                                  25-1435979
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                                  One PNC Plaza
                                249 Fifth Avenue
                       Pittsburgh, Pennsylvania 15222-2707
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (412) 762-1553
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)


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Item 5. Other Events and Regulation FD Disclosure.

     On July 31, 2002, David F. Girard-diCarlo resigned as a director of The PNC
Financial Services Group, Inc. ("PNC") and its principal bank subsidiary, PNC
Bank, National Association ("PNC Bank"), effective August 1, 2002. A copy of
Mr. Girard-diCarlo's resignation letter is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.

     On August 1, 2002, PNC announced that Joseph C. Guyaux has been named
President of PNC and PNC Bank, pending regulatory approval. Mr. Guyaux
previously served as Chief Executive Officer of PNC's Regional Community Bank
and in that capacity already was an executive officer of PNC. Accordingly,
information regarding Mr. Guyaux is included in PNC's filings with the
Commission.

Item 7.      Financial Statements and Exhibits.

             (c) Exhibits.

             The exhibits listed on the Exhibit Index on page 4 of this
             Form 8-K are filed herewith.






                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     THE PNC FINANCIAL SERVICES GROUP, INC.
                                                  (Registrant)


 Date:  August 7, 2002               By:    /s/ Robert L. Haunschild
                                            ---------------------------------
                                                Robert L. Haunschild
                                            Senior Vice President and Chief
                                                   Financial Officer







                                  EXHIBIT INDEX



Exhibit Number             Description

99.1                      Letter from David F. Girard-diCarlo to
                          James E. Rohr. Filed herewith.

EX-99.1

                                                                  Exhibit 99.1




                                  July 31, 2002



Mr. James E. Rohr
Chairman, President,
and Chief Executive Officer
The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA  15222-2707

Dear Jim:

     As we all know, over the past several months, the issue of the independence
of directors of publicly held companies has become a major point of debate which
has been reflected in the new federal legislation (Sarbanes-Oxley) signed into
law by President Bush this week. As well, the issue of the independence of
directors has increasingly become a focal point of the federal banking agencies,
the stock exchanges, the SEC, shareholder advocacy groups, shareholders in
general and the media.

     Given my law firm's history of providing services to PNC, it is my belief
that it is in the best interests of PNC to avoid potential criticism relating to
even the appearance of my not being deemed independent - even though I know, and
I am certain all who have worked with me over the years as a Director know, that
I have been and continue to function independently. Accordingly, it is with
regret that I feel compelled to and hereby do resign as a member of the Board of
Directors of PNC Financial Services Group, Inc. and PNC Bank, N.A. (collectively
"PNC"), effective August 1, 2002.

     I have every confidence in PNC, its resilience, its ability to confront
successfully its current challenges and its ability to prosper. However, in
light of the challenges facing PNC, I would not want PNC's progress to be
tempered or impeded in any way by how my status might be viewed under the new
rules and in this new business climate.






     My tenure on PNC's Board and on the Boards of its predecessors Midlantic
Corporation and Continental Bank has been among the most stimulating and
rewarding experiences of my life. In fact, I believe I am the only current Board
member to have served on all three Boards. Accordingly, my decision is most
difficult. At the risk of stating what I hope is obvious, I will miss you and my
other colleagues on the Board very much.

                                                  Sincerely yours,

                                                  /s/ David F. Girard-diCarlo
                                                  ---------------------------
                                                  David F. Girard-diCarlo



cc:     Thomas R. Moore, Corporate Secretary
        Helen P. Pudlin, Esq., General Counsel

        Board of Directors:
        PNC Financial Services Group, Inc. & PNC Bank, N.A.