<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1997

                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    --------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                    --------
                                 PNC BANK CORP.
             (Exact name of registrant as specified in its charter)
                                    --------
                                  PENNSYLVANIA
         (State or other jurisdiction of incorporation or organization)

                                   25-1435979
                      (I.R.S. Employer Identification No.)

                                 ONE PNC PLAZA
                                249 FIFTH AVENUE
                      PITTSBURGH, PENNSYLVANIA 15222-2707
                                 (412) 762-1553

         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                                    --------
                   PNC BANK CORP. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                                    --------
                           WALTER E. GREGG, JR., ESQ.
                        SENIOR EXECUTIVE VICE PRESIDENT
                                 PNC BANK CORP.
                                 ONE PNC PLAZA
                                249 FIFTH AVENUE
                      PITTSBURGH, PENNSYLVANIA 15222-2707
                                 (412) 762-2281

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   --------
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
          PUBLIC: From time to time after the effective date of this
          Registration Statement.
                                    --------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================================
TITLE OF EACH CLASS                                   PROPOSED MAXIMUM          PROPOSED MAXIMUM
OF SECURITIES TO            AMOUNT TO BE              AGGREGATE PRICE           AGGREGATE OFFERING      AMOUNT OF
BE REGISTERED               REGISTERED(1)             PER SHARE(2)              PRICE(2)                REGISTRATION FEE 
------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                       <C>                       <C>                     <C>
Common Stock, par
  value $5.00               4,000,000 shares          $38.75                    $155,000,000.00         $46,969.70
========================================================================================================================
</TABLE>

         (1) The Common Stock registered hereby will be adjusted to reflect
         stock splits, stock dividends or similar transactions pursuant to Rule
         416(a) under the Securities Act of 1933, as amended (the "Securities
         Act"), without the need for any post-effective amendment.

         (2) Estimated solely for the purpose of calculating the registration
         fee pursuant to Rule 457(c) on the basis of the average of the high
         and low reported sales prices of the registrant's Common Stock on the
         New York Stock Exchange on April 21, 1997.

Pursuant to Rule 429 under the Securities Act, the Prospectus to be used under
this Registration Statement also applies to Registration Statement No. 33-62311.
Pursuant to that Registration Statement, 613,847 shares of Common Stock remained
available for issuance at March 31, 1997 and a filing fee of $5,463.24 was
previously paid with respect to such shares.

===============================================================================



<PAGE>   2



                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by PNC Bank Corp. (the "Registrant" or the
"Corporation") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference in this Registration Statement: the Annual
Report on Form 10-K for the year ended December 31, 1996; the Current Report on
Form 8-K dated as of April 15, 1997; and the description of the Registrant's
Common Stock set forth in response to Item 1 of the Registration Statement on
Form 8-A of the Corporation filed pursuant to Section 12 of the Exchange Act,
and any amendments or reports filed for the purpose of updating such
description.

      All documents subsequently filed by the Registrant after the effective
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all Common Stock offered hereby has been sold or which
deregisters such Common Stock then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement or
information contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement or information
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement or information. Any such statement or information so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      A legal opinion to the effect that the shares of Common Stock offered by
the Registration Statement, upon their issuance or sale in accordance with the
terms of the Plan shall be validly issued, fully paid and nonassessable has
been rendered by Melanie S. Cibik, Esquire, Senior Counsel to the Corporation.
As of March 31, 1997, Miss Cibik owned 770 shares of the Corporation's Common
Stock under the Corporation's employee plans.

      The consolidated financial statements of the Corporation incorporated by
reference in the Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference
therein and herein. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

      Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will

                                       2


<PAGE>   3



have been audited to the extent and for the periods set forth in such reports
by the firm or firms rendering such reports, and, to the extent so audited and
consent to incorporation by reference is given, will be incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988
(Act of December 21, 1988, P.L. 1444), as amended ("1988 BCL") provide that a
business corporation may indemnify directors and officers against liabilities
they may incur in such capacities provided certain standards are met, including
good faith and the belief that the particular action is in the best interests
of the corporation. In general, this power to indemnify does not exist in the
case of actions against a director or officer by or in the right of the
corporation if the person entitled to indemnification shall have been adjudged
to be liable for negligence or misconduct in the performance of his duties. A
corporation is required to indemnify directors and officers against expenses
they may incur in defending actions against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions.

      Section 1746 of the 1988 BCL provides that the foregoing provisions shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under, among other things, any by-law
provision, provided that no indemnification may be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.

      The Corporation's By-Laws provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the Laws of Pennsylvania as in effect at the time of such indemnification. The
Corporation's By-Laws also eliminate, to the maximum extent permitted by the
laws of the Commonwealth of Pennsylvania, the personal liability of directors
for monetary damages for any action taken, or any failure to take any action as
a director except in any case such elimination is not permitted by law. The
Corporation has purchased directors' and officers' liability insurance covering
certain liabilities which may be incurred by the officers and directors of the
Corporation in connection with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

      The exhibits listed on the Exhibit Index on page 9 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.

                                       3


<PAGE>   4



ITEM 9.  UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      1.  To file, during any period in which offers or sales are being made, a
          post-effective amendment to the Registration Statement:

          (a)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended ("Securities Act");

          (b)  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement. 
               Notwithstanding the foregoing, any increase or decrease in 
               volume of securities offered (if the total dollar value of 
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated 
               maximum offering range may be reflected in the form of 
               prospectus filed with the Commission pursuant to Rule 424(b) if, 
               in the aggregate, the changes in volume and price represent no 
               more than a 20% change in the maximum aggregate offering price 
               set forth in the "Calculation of Registration Fee" table in the 
               effective registration statement;

          (c)  To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

          Provided, however, that paragraphs (a) and (b) do not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed by the
          registrant pursuant to Section 13 or Section 15(d) of the Exchange
          Act, that are incorporated by reference in the Registration
          Statement.

      2.  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

      3.  To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

      4.  That, for purposes of determining any liability under the Securities
          Act of 1933, as amended, each filing of the Registrant's annual
          report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
          that is incorporated by reference in the Registration Statement shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director, officer of controlling person in connection with the securities
being registered and the Commission remains of the same opinion, the Registrant
will, unless in the opinion of its counsel the matter has been

                                       4


<PAGE>   5



settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.

                                       5


<PAGE>   6



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, and Commonwealth of Pennsylvania,
on the 25th day of April, 1997.

                                    PNC BANK CORP.

                                    By:  /s/ THOMAS H. O'BRIEN
                                         -----------------------------
                                         Thomas H. O'Brien
                                         Chairman and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

      SIGNATURE                        TITLE                          DATE
      ---------                        -----                          ----

/s/ THOMAS H. O'BRIEN
-------------------------     Chairman, Chief Executive          April 25, 1997
Thomas H. O'Brien             Officer and Director
                              (Principal Executive Officer)

/s/ ROBERT L. HAUNSCHILD
-------------------------     Senior Vice President              April 25, 1997
Robert L. Haunschild          and Chief Financial Officer
                              (Principal Financial Officer)

/s/ WILLIAM J. JOHNS
-------------------------     Senior Vice President and          April 25, 1997
William J. Johns              Chief Accounting Officer
                              (Principal Accounting Officer)

      *
-------------------------     Director                           April 25, 1997
Robert N. Clay

      *
-------------------------     Director                           April 25, 1997
George A. Davidson, Jr.

      *
-------------------------     Director                           April 25, 1997
David F. Girard-diCarlo

      *
-------------------------     Director                           April 25, 1997
Dianna L. Green

                                       6


<PAGE>   7



      *
-------------------------      Director                         April 25, 1997
C. G. Grefenstette

      *
-------------------------      Director                         April 25, 1997
Bruce Lindsay

      *
-------------------------      Director                         April 25, 1997
Thomas Marshall

      *
-------------------------      Director                         April 25, 1997
W. Craig McClelland

      *
-------------------------      Director                         April 25, 1997
Jackson H. Randolph

      *
-------------------------      President and Director           April 25, 1997
James E. Rohr

      *
-------------------------      Director                         April 25, 1997
Roderic H. Ross

      *
-------------------------      Director                         April 25, 1997
Vincent A. Sarni

      *
-------------------------      Director                         April 25, 1997
Garry J. Scheuring

      *
-------------------------      Director                         April 25, 1997
Richard P. Simmons

      *
-------------------------      Director                         April 25, 1997
Thomas J. Usher

      *
-------------------------      Director                         April 25, 1997
Milton A. Washington

                                       7


<PAGE>   8



      *
-------------------------    Director                         April 25, 1997
Helge H. Wehmeier

                          *By: /s/ MELANIE S. CIBIK
                              ------------------------------------------------ 
                               Melanie S. Cibik, Attorney-in-Fact, pursuant to
                               Powers of Attorney filed herewith

                          Date:  April 25, 1997

                                       8


<PAGE>   9



                               EXHIBIT INDEX

Exhibit 4.1    Articles of Incorporation, as amended, of the Corporation,
               incorporated herein by reference to Exhibits 99.1 and 99.2 of
               the Corporation's Current Report on Form 8-K dated October 7,
               1996 (Commission File No. 1-9718).

Exhibit 4.2    By-Laws, as amended, of the Corporation, incorporated by
               reference to Exhibit 4.2 of the Corporation's Registration
               Statement on Form S-8 at Registration No. 33-62311.

Exhibit 4.3    PNC Bank Corp. Employee Stock Purchase Plan, filed herewith.

Exhibit 5      Opinion of Melanie S. Cibik, Esquire, Senior Counsel to the
               Corporation, regarding validity of the Common Stock being
               registered, filed herewith.

Exhibit 23.1   Consent of Ernst & Young LLP, independent auditors of the
               Corporation, filed herewith.

Exhibit 23.2   Consent of Melanie S. Cibik, Esquire, Senior Counsel to the
               Corporation, contained in the opinion filed herewith as 
               Exhibit 5.

Exhibit 24.1   Power of Attorney of certain officers and directors of
               the Corporation, filed herewith.

Exhibit 24.2   Power of Attorney of Robert N. Clay, filed herewith.

Exhibit 24.3   Power of Attorney of Jackson H. Randolph, filed herewith.

Exhibit 24.4   Power of Attorney of Vincent A. Sarni, filed herewith.

                                       9
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{"company-data": {"conformed-name": "PNC BANK CORP", "cik": "0000713676", "assigned-sic": "6021", "irs-number": "251435979", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25867", "film-number": "97587701"}, "business-address": {"street1": "ONE PNC PLAZA", "street2": "249 FIFTH AVE", "city": "PITTSBURGH", "state": "PA", "zip": "15265", "phone": "4127622281"}, "mail-address": {"street1": "ONE PNC PLAZA", "street2": "FIFTH AVENUE & WOOD STREET", "city": "PITTSBURGH", "state": "PA", "zip": "15265"}, "former-company": [{"former-conformed-name": "PNC BANK CORP /PA/", "date-changed": "19930428"}, {"former-conformed-name": "PNC FINANCIAL CORP", "date-changed": "19920703"}]}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1997

                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    --------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                    --------
                                 PNC BANK CORP.
             (Exact name of registrant as specified in its charter)
                                    --------
                                  PENNSYLVANIA
         (State or other jurisdiction of incorporation or organization)

                                   25-1435979
                      (I.R.S. Employer Identification No.)

                                 ONE PNC PLAZA
                                249 FIFTH AVENUE
                      PITTSBURGH, PENNSYLVANIA 15222-2707
                                 (412) 762-1553

         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                                    --------
                   PNC BANK CORP. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                                    --------
                           WALTER E. GREGG, JR., ESQ.
                        SENIOR EXECUTIVE VICE PRESIDENT
                                 PNC BANK CORP.
                                 ONE PNC PLAZA
                                249 FIFTH AVENUE
                      PITTSBURGH, PENNSYLVANIA 15222-2707
                                 (412) 762-2281

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   --------
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
          PUBLIC: From time to time after the effective date of this
          Registration Statement.
                                    --------
                        CALCULATION OF REGISTRATION FEE
========================================================================================================================
TITLE OF EACH CLASS                                   PROPOSED MAXIMUM          PROPOSED MAXIMUM
OF SECURITIES TO            AMOUNT TO BE              AGGREGATE PRICE           AGGREGATE OFFERING      AMOUNT OF
BE REGISTERED               REGISTERED(1)             PER SHARE(2)              PRICE(2)                REGISTRATION FEE 
------------------------------------------------------------------------------------------------------------------------
Common Stock, par
  value $5.00               4,000,000 shares          $38.75                    $155,000,000.00         $46,969.70
========================================================================================================================
(1) The Common Stock registered hereby will be adjusted to reflect
         stock splits, stock dividends or similar transactions pursuant to Rule
         416(a) under the Securities Act of 1933, as amended (the "Securities
         Act"), without the need for any post-effective amendment.

         (2) Estimated solely for the purpose of calculating the registration
         fee pursuant to Rule 457(c) on the basis of the average of the high
         and low reported sales prices of the registrant's Common Stock on the
         New York Stock Exchange on April 21, 1997.

Pursuant to Rule 429 under the Securities Act, the Prospectus to be used under
this Registration Statement also applies to Registration Statement No. 33-62311.
Pursuant to that Registration Statement, 613,847 shares of Common Stock remained
available for issuance at March 31, 1997 and a filing fee of $5,463.24 was
previously paid with respect to such shares.

===============================================================================
2

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by PNC Bank Corp. (the "Registrant" or the
"Corporation") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference in this Registration Statement: the Annual
Report on Form 10-K for the year ended December 31, 1996; the Current Report on
Form 8-K dated as of April 15, 1997; and the description of the Registrant's
Common Stock set forth in response to Item 1 of the Registration Statement on
Form 8-A of the Corporation filed pursuant to Section 12 of the Exchange Act,
and any amendments or reports filed for the purpose of updating such
description.

      All documents subsequently filed by the Registrant after the effective
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all Common Stock offered hereby has been sold or which
deregisters such Common Stock then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement or
information contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement or information
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement or information. Any such statement or information so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      A legal opinion to the effect that the shares of Common Stock offered by
the Registration Statement, upon their issuance or sale in accordance with the
terms of the Plan shall be validly issued, fully paid and nonassessable has
been rendered by Melanie S. Cibik, Esquire, Senior Counsel to the Corporation.
As of March 31, 1997, Miss Cibik owned 770 shares of the Corporation's Common
Stock under the Corporation's employee plans.

      The consolidated financial statements of the Corporation incorporated by
reference in the Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference
therein and herein. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

      Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will

                                       2
3

have been audited to the extent and for the periods set forth in such reports
by the firm or firms rendering such reports, and, to the extent so audited and
consent to incorporation by reference is given, will be incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988
(Act of December 21, 1988, P.L. 1444), as amended ("1988 BCL") provide that a
business corporation may indemnify directors and officers against liabilities
they may incur in such capacities provided certain standards are met, including
good faith and the belief that the particular action is in the best interests
of the corporation. In general, this power to indemnify does not exist in the
case of actions against a director or officer by or in the right of the
corporation if the person entitled to indemnification shall have been adjudged
to be liable for negligence or misconduct in the performance of his duties. A
corporation is required to indemnify directors and officers against expenses
they may incur in defending actions against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions.

      Section 1746 of the 1988 BCL provides that the foregoing provisions shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under, among other things, any by-law
provision, provided that no indemnification may be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.

      The Corporation's By-Laws provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the Laws of Pennsylvania as in effect at the time of such indemnification. The
Corporation's By-Laws also eliminate, to the maximum extent permitted by the
laws of the Commonwealth of Pennsylvania, the personal liability of directors
for monetary damages for any action taken, or any failure to take any action as
a director except in any case such elimination is not permitted by law. The
Corporation has purchased directors' and officers' liability insurance covering
certain liabilities which may be incurred by the officers and directors of the
Corporation in connection with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

      The exhibits listed on the Exhibit Index on page 9 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.

                                       3
4

ITEM 9.  UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      1.  To file, during any period in which offers or sales are being made, a
          post-effective amendment to the Registration Statement:

          (a)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended ("Securities Act");

          (b)  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement. 
               Notwithstanding the foregoing, any increase or decrease in 
               volume of securities offered (if the total dollar value of 
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated 
               maximum offering range may be reflected in the form of 
               prospectus filed with the Commission pursuant to Rule 424(b) if, 
               in the aggregate, the changes in volume and price represent no 
               more than a 20% change in the maximum aggregate offering price 
               set forth in the "Calculation of Registration Fee" table in the 
               effective registration statement;

          (c)  To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

          Provided, however, that paragraphs (a) and (b) do not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed by the
          registrant pursuant to Section 13 or Section 15(d) of the Exchange
          Act, that are incorporated by reference in the Registration
          Statement.

      2.  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

      3.  To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

      4.  That, for purposes of determining any liability under the Securities
          Act of 1933, as amended, each filing of the Registrant's annual
          report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
          that is incorporated by reference in the Registration Statement shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director, officer of controlling person in connection with the securities
being registered and the Commission remains of the same opinion, the Registrant
will, unless in the opinion of its counsel the matter has been

                                       4
5

settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.

                                       5
6

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, and Commonwealth of Pennsylvania,
on the 25th day of April, 1997.

                                    PNC BANK CORP.

                                    By:  /s/ THOMAS H. O'BRIEN
                                         -----------------------------
                                         Thomas H. O'Brien
                                         Chairman and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

      SIGNATURE                        TITLE                          DATE
      ---------                        -----                          ----

/s/ THOMAS H. O'BRIEN
-------------------------     Chairman, Chief Executive          April 25, 1997
Thomas H. O'Brien             Officer and Director
                              (Principal Executive Officer)

/s/ ROBERT L. HAUNSCHILD
-------------------------     Senior Vice President              April 25, 1997
Robert L. Haunschild          and Chief Financial Officer
                              (Principal Financial Officer)

/s/ WILLIAM J. JOHNS
-------------------------     Senior Vice President and          April 25, 1997
William J. Johns              Chief Accounting Officer
                              (Principal Accounting Officer)

      *
-------------------------     Director                           April 25, 1997
Robert N. Clay

      *
-------------------------     Director                           April 25, 1997
George A. Davidson, Jr.

      *
-------------------------     Director                           April 25, 1997
David F. Girard-diCarlo

      *
-------------------------     Director                           April 25, 1997
Dianna L. Green

                                       6
7

      *
-------------------------      Director                         April 25, 1997
C. G. Grefenstette

      *
-------------------------      Director                         April 25, 1997
Bruce Lindsay

      *
-------------------------      Director                         April 25, 1997
Thomas Marshall

      *
-------------------------      Director                         April 25, 1997
W. Craig McClelland

      *
-------------------------      Director                         April 25, 1997
Jackson H. Randolph

      *
-------------------------      President and Director           April 25, 1997
James E. Rohr

      *
-------------------------      Director                         April 25, 1997
Roderic H. Ross

      *
-------------------------      Director                         April 25, 1997
Vincent A. Sarni

      *
-------------------------      Director                         April 25, 1997
Garry J. Scheuring

      *
-------------------------      Director                         April 25, 1997
Richard P. Simmons

      *
-------------------------      Director                         April 25, 1997
Thomas J. Usher

      *
-------------------------      Director                         April 25, 1997
Milton A. Washington

                                       7
8

      *
-------------------------    Director                         April 25, 1997
Helge H. Wehmeier

                          *By: /s/ MELANIE S. CIBIK
                              ------------------------------------------------ 
                               Melanie S. Cibik, Attorney-in-Fact, pursuant to
                               Powers of Attorney filed herewith

                          Date:  April 25, 1997

                                       8
9

                               EXHIBIT INDEX

Exhibit 4.1    Articles of Incorporation, as amended, of the Corporation,
               incorporated herein by reference to Exhibits 99.1 and 99.2 of
               the Corporation's Current Report on Form 8-K dated October 7,
               1996 (Commission File No. 1-9718).

Exhibit 4.2    By-Laws, as amended, of the Corporation, incorporated by
               reference to Exhibit 4.2 of the Corporation's Registration
               Statement on Form S-8 at Registration No. 33-62311.

Exhibit 4.3    PNC Bank Corp. Employee Stock Purchase Plan, filed herewith.

Exhibit 5      Opinion of Melanie S. Cibik, Esquire, Senior Counsel to the
               Corporation, regarding validity of the Common Stock being
               registered, filed herewith.

Exhibit 23.1   Consent of Ernst & Young LLP, independent auditors of the
               Corporation, filed herewith.

Exhibit 23.2   Consent of Melanie S. Cibik, Esquire, Senior Counsel to the
               Corporation, contained in the opinion filed herewith as 
               Exhibit 5.

Exhibit 24.1   Power of Attorney of certain officers and directors of
               the Corporation, filed herewith.

Exhibit 24.2   Power of Attorney of Robert N. Clay, filed herewith.

Exhibit 24.3   Power of Attorney of Jackson H. Randolph, filed herewith.

Exhibit 24.4   Power of Attorney of Vincent A. Sarni, filed herewith.

                                       9