Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Rockey Joseph E
2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2015
3. Issuer Name and Ticker or Trading Symbol
PNC FINANCIAL SERVICES GROUP, INC. [PNC]
(Last)
(First)
(Middle)
249 FIFTH AVENUE, MAILSTOP: P1-POPP-30-1
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PITTSBURGH, PA 15222-2707
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
$5 Par Common Stock 12,196 (1)
D
 
$5 Par Common Stock 4,122 (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right-to-Buy) 01/23/2007 01/23/2016 $5 Par Common Stock 16,000 $ 70.055 D  
Employee Stock Option (Right-to-Buy) 01/25/2008 01/25/2017 $5 Par Common Stock 14,000 $ 72.65 D  
Employee Stock Option (Right-to-Buy) 04/20/2008 04/20/2017 $5 Par Common Stock 2,400 $ 75.85 D  
Employee Stock Option (Right-to-Buy) 01/22/2009 01/22/2018 $5 Par Common Stock 16,000 $ 57.21 D  
Employee Stock Option (Right-to-Buy) 01/25/2011 01/25/2020 $5 Par Common Stock 17,000 $ 54.01 D  
Employee Stock Option (Right-to-Buy) 02/09/2012 02/09/2021 $5 Par Common Stock 18,000 $ 64.21 D  
Employee Stock Option (Right-to-Buy) 02/07/2013 02/07/2022 $5 Par Common Stock 18,000 $ 60.7 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rockey Joseph E
249 FIFTH AVENUE
MAILSTOP: P1-POPP-30-1
PITTSBURGH, PA 15222-2707
      Executive Vice President  

Signatures

Christi Davis, Attorney-in-Fact for Joseph E. Rockey 02/09/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 6,627 shares of restricted stock that were previously granted and will vest on two different dates. 2,209 Restricted Stock Shares will vest on July 22, 2015 and 4,418 Restricted Stock Shares will vest on July 22, 2016.
(2) Represents restricted share units payable solely in stock. Vesting of Restricted Share Units wll take place on seven different dates. 571 shares will vest on March 7, 2015, 612 shares will vest on March 8, 2015, 571 shares will vest on March 7, 2016, 613 shares will vest on March 8, 2016, 571 shares will vest on March 7, 2017, 613 shares will vest on March 8, 2017 and 571 shares will vest on March 7, 2018.
 
Remarks:
See attached footnotes page.

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