<PAGE>   1
                   As filed with the Securities and Exchange
                        Commission on December 17, 1996

                                                    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                                  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)

                          PNC Bank Corp. Supplemental
                             Incentive Savings Plan
                         PNC Bank Corp. and Affiliates
                           Deferred Compensation Plan
                           --------------------------                     
                           (Full title of the Plans)

                         Walter E. Gregg, Jr., Esquire
                            Executive Vice President
                                 PNC Bank Corp.
                                 One PNC Plaza
                                249 Fifth Avenue
                      Pittsburgh, Pennsylvania 15222-2707
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (412) 762-2281
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Steven Kaplan, Esquire
                                Arnold & Porter
                            555 Twelfth Street, N.W.
                             Washington, D.C. 20004
                                  202-942-5998


<PAGE>   2

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                                  Proposed     Proposed
                                  Maximum      Maximum
Title Of           Amount         Offering     Aggregate     Amount of
Securities To      To be          Price        Offering      Registration
Be Registered      Registered(1)  Per Share    Price(1)      Fee
<S>               <C>               <C>       <C>           <C>
Deferred           $25,000,000       N/A       $25,000,000   $ 7,575.76
Compensation
Obligations(2)

Deferred           $25,000,000       N/A       $25,000,000   $ 7,575.76
Compensation
Obligations(3)

Total Registration Fee                                       $15,151.52
</TABLE>

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the PNC Bank Corp. Supplemental Incentive
Savings Plan, as amended (the "Supplemental Incentive Plan") and the PNC Bank
Corp. and Affiliates Deferred Compensation Plan (the "Deferred Compensation
Plan").

-------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h).

(2) The Deferred Compensation Obligations are unsecured obligations of PNC Bank
Corp. to pay deferred compensation in the future in accordance with the terms
of the Supplemental Incentive Plan.

(3) The Deferred Compensation Obligations are unsecured obligations of PNC Bank
Corp. to pay deferred compensation in the future in accordance with the terms
of the Deferred Compensation Plan.


<PAGE>   3


                                  INTRODUCTION

     PNC Bank Corp. (the "Corporation" or the "Registrant") is filing this
Registration Statement because of the uncertainty as to whether the Deferred
Compensation Obligations would or should be considered "securities" or be
subject to registration under the Securities Act of 1933, as amended
("Securities Act"). The filing of this Registration Statement is not an
admission by the Registrant that the Deferred Compensation Obligations are
securities or are subject to the registration requirements of the Securities
Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated herein by
reference:

         (i)   Annual Report on Form 10-K for the year ended December 31, 1995;

         (ii)  Quarterly Reports on Form 10-Q for the quarterly periods ended
               March 31, 1996, June 30, 1996, and September 30, 1996;

         (iii) Current Reports on Form 8-K dated April 17, 1996, July 15, 1996,
               October 7, 1996, and October 10, 1996; and

         (iv)  The description of the Corporation's Common Stock contained in
               the Corporation's Registration Statement on Form 8-A filed on
               September 24, 1987, pursuant to Section 12 of the Securities
               Exchange Act of 1934, as amended ("Exchange Act"), and any
               amendment or report filed for the purpose of updating such
               description.

     All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
of the securities offered hereby has been sold or which withdraws from
registration such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or


<PAGE>   4


supersedes such statement. Any such statement 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.

     Set forth below is a summary of the $25,000,000 of deferred compensation
obligations ("Deferred Compensation Obligations") created pursuant to the PNC
Bank Corp. Supplemental Incentive Savings Plan, as amended, effective November
21, 1996 (the "Supplemental Incentive Plan") and $25,000,000 of Deferred
Compensation Obligations created pursuant to the PNC Bank Corp. and Affiliates
Deferred Compensation Plan, effective November 21, 1996 (the "Deferred
Compensation Plan"), and registered under this Registration Statement. This
summary is qualified in its entirety by reference to the terms of the
Supplemental Incentive Plan and the Deferred Compensation Plan, filed as
Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and incorporated herein by
reference.

     Certain members of management and other highly compensated employees of
the Corporation and its subsidiaries are permitted to defer certain
compensation pursuant to the Supplemental Incentive Plan and to defer certain
annual incentive awards pursuant to the Deferred Compensation Plan. The
Supplemental Incentive Plan and the Deferred Compensation Plan are referred to
herein collectively as the "Plans."

     When an employee makes a deferral election under either Plan, the
Corporation retains the amount deferred and credits the value of such amount by
book entry to an account maintained under the appropriate Plan for the employee
by the Corporation. The Corporation then assumes a general, unsecured obligation
to pay the employee (a "Participant") in the future the deferred amount in
accordance with the terms of the Plan under which compensation or awards were
deferred, as adjusted during the deferred period in accordance with applicable
investment measures as selected by the Participant.

     Both Plans are unfunded, and payments of the Deferred Compensation
Obligations are made from the general assets of the Corporation. Each
Participant is a general unsecured creditor of the Corporation with a claim
against the Corporation for the amount he or she has deferred, as adjusted
during the deferral period in accordance with applicable investment measures as
selected by the Participant. The Deferred Compensation Obligations are
unsecured general obligations of the Corporation and rank pari passu with other
unsecured and unsubordinated indebtedness of the Corporation from time to time
outstanding. There are various legal limitations on the extent to which the
Corporation's banking subsidiaries may extend credit, pay dividends or
otherwise supply funds to the Corporation.

     Participant accounts are valued each quarter (and at such other times as
determined by the Corporation) to reflect the performance during the quarter,
whether positive or negative, of selected investment measures. The

                                      II-2


<PAGE>   5


Corporation in its sole discretion determines the investment measures available
under the Plans. Each Participant may elect to allocate his or her account
among the available measures and may change the allocation in accordance with
the terms of the Plans. Account balances are adjusted as though actually
invested in the investments used as measures, but no investment of funds
outside the Corporation occurs.

     Participants may not assign or transfer the Deferred Compensation
Obligations, other than by designating a beneficiary or beneficiaries to
receive payment if a Participant dies before receiving full payment of the
amount credited to his or her account, and the Deferred Compensation
Obligations shall not be subject to alienation, encumbrance, garnishment,
attachment, execution or levy of any kind, voluntary or involuntary, except
when, where and if compelled by applicable law.

     Payment of Deferred Compensation Obligations generally is made at the time
and in the manner elected by Participants at the time of the deferral election
as permitted by the Plans. Payment elections may not be changed. If a
Participant terminates employment with the Corporation other than by reason of
death, disability or retirement, the value of such Participant's account
ordinarily will be distributed to the Participant in accordance with the terms
of the applicable Plan. In limited circumstances of severe financial hardship,
at the discretion of the respective Plan Committees (as defined below), all or
a portion of the value of a Participant's account may be distributed earlier
than originally elected.

     The Deferred Compensation Obligations are not convertible into securities
of the Corporation, and Participants have no voting rights with respect to the
Deferred Compensation Obligations. The Deferred Compensation Obligations will
not have the benefit of a negative pledge or any other affirmative or negative
covenant on the part of the Corporation. No trustee has been appointed having
authority to take action with respect to the Deferred Compensation Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any request for
consents, waivers or amendments pertaining to the Deferred Compensation
Obligations, enforcing covenants and taking action upon a default.

     The Plans require that the Corporation shall be obligated to require any
successor-in-interest to all or substantially all of the business or assets of
the Corporation to expressly assume and agree to perform the Plans in the same
manner and to the same extent that the Corporation would be required to perform
in the event no such succession had taken place.

     The Supplemental Incentive Plan is administered by the Administrative
Committee, consisting of at least three persons appointed by the Corporation's
Chief Executive Officer. The Deferred Compensation Plan is administered by the
Personnel and Compensation Committee of the Corporation's Board of Directors.
Each Plan also has a Plan Manager.

                                      II-3


<PAGE>   6



     The Corporation has full discretionary authority to interpret the Plans,
to establish rules and regulations relating to the Plans, and to make all other
determinations and take all other actions necessary or appropriate for the
proper administration of the Plans. The Plans may be amended or terminated at
any time and from time to time, except that no such amendment may adversely
affect a Participant's rights with respect to outstanding Deferred Compensation
Obligations credited to a Participant's account as of the date of such
amendment or termination without prior consent by the Participant. After a
change in control of the Corporation, the Plans may not be amended in any
manner that adversely effects the administration of payment of a Participant's
benefits under the Plans without the consent of the Participant.

Item 5. Interests of Named Experts and Counsel.

     The validity of the securities of the Corporation being registered hereby
has been passed upon by Melanie S. Cibik, Esq., Senior Counsel to the
Corporation. As of September 30, 1996, Miss Cibik beneficially owned 693 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, 1995 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference therein and
herein. Such financial statements are incorporated herein by reference in
reliance upon the report of Ernst & Young LLP pertaining to such financial
statements 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 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

                                      II-4


<PAGE>   7


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
foregoing descriptions are general summaries only. Reference is made to the
full text of the Corporation's By-laws incorporated herein by reference.

     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.

     Section 9(c) of the Deferred Compensation Plan provides that the Board of
Directors of the Corporation shall not be liable to any person for any action
taken or admitted in connection with the administration, interpretation,
construction or variance of the Deferred Compensation Plan.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

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

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

                                      II-5


<PAGE>   8



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

         (i)   To include any prospectus required by Section 10(a)(3) of the
               Securities Act.

         (ii)  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.

         (iii) 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 (i) and (ii) 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,
     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; and

                                      II-6


<PAGE>   9


5.   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 foregoing provisions, 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 proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                      II-7


<PAGE>   10


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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, Commonwealth of Pennsylvania, on
December 17, 1996.

                                                 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, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 17, 1996.

Signature                                Title
---------                                -----


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

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

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

           *
--------------------------
     Paul W. Chellgren                   Director


                                      II-8


<PAGE>   11

--------------------------
Robert N. Clay                           Director

            *
--------------------------
George A. Davidson, Jr.                  Director

            *
--------------------------
David F. Giard-diCarlo                   Director

            *
--------------------------
Dianna L. Green                          Director

            *
--------------------------
C.G. Grefenstette                        Director

            *
--------------------------
Arthur J. Kania                          Director

            *
--------------------------
Bruce Lindsay                            Director

            *
--------------------------
Thomas Marshall                          Director

            *
--------------------------
W. Craig McClelland                      Director

            *
--------------------------
Donald I. Moritz                         Director

                                      II-9


<PAGE>   12


            *
--------------------------
Jackson H. Randolph                      Director

            *
--------------------------
James E. Rohr                            Director

            *
--------------------------
Roderic H. Ross                          Director


--------------------------
Vincent A. Sarni                         Director

            *
--------------------------
Garry J. Scheuring                       Vice Chairman and Director

            *
--------------------------
Richard P. Simmons                       Director

            *
--------------------------
Thomas J. Usher                          Director

            *                           
--------------------------
Milton A. Washington                     Director 

            *
--------------------------
Helge H. Wehmeier                        Director



*By /s/ MELANIE S. CIBIK
    ----------------------   
    Melanie S. Cibik
    (Attorney-in-Fact)

                                     II-10


<PAGE>   13


     Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the PNC Bank Corp. Supplemental Incentive Savings Plan, as
amended, has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania on December 17, 1996.

                                            PNC BANK CORP. SUPPLEMENTAL
                                            INCENTIVE SAVINGS PLAN


                                            By: /s/ WILLIAM E. ROSNER
                                               ------------------------
                                               William E. Rosner
                                               Member, Administrative
                                               Committee


     Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the PNC Bank Corp. and Affiliates Deferred Compensation Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth
of Pennsylvania on December 17, 1996.


                                            PNC BANK CORP. AND AFFILIATES
                                            DEFERRED COMPENSATION PLAN


                                            By: /s/ JAMES S. GEHLKE
                                               ------------------------
                                               James S. Gehlke
                                               Plan Manager


                                     II-11


<PAGE>   14


                               INDEX OF EXHIBITS
                               -----------------

Exhibit 4.1       PNC Bank Corp. Supplemental Incentive Savings Plan, as
                  amended, filed herewith.

Exhibit 4.2       PNC Bank Corp. and Affiliates Deferred Compensation Plan,
                  filed herewith.

Exhibit 5         Opinion of Melanie S. Cibik, Esq., Senior Counsel to the
                  Corporation, with respect to the legality of the Deferred
                  Compensation Obligations being registered, filed herewith.

Exhibit 23.1      Consent of Ernst & Young LLP, Independent Auditors, filed
                  herewith.

Exhibit 23.2      Consent of Melanie S. Cibik, Esq., contained in her opinion
                  filed as Exhibit 5 hereto.

Exhibit 24.1      Power of Attorney (Supplemental Incentive Plan) of certain
                  officers and directors of the Corporation, filed herewith.

Exhibit 24.2      Power of Attorney (Deferred Compensation Plan) of certain
                  officers and directors of the Corporation, filed herewith.


                                     II-12
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1
                   As filed with the Securities and Exchange
                        Commission on December 17, 1996

                                                    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                                  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)

                          PNC Bank Corp. Supplemental
                             Incentive Savings Plan
                         PNC Bank Corp. and Affiliates
                           Deferred Compensation Plan
                           --------------------------                     
                           (Full title of the Plans)

                         Walter E. Gregg, Jr., Esquire
                            Executive Vice President
                                 PNC Bank Corp.
                                 One PNC Plaza
                                249 Fifth Avenue
                      Pittsburgh, Pennsylvania 15222-2707
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (412) 762-2281
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Steven Kaplan, Esquire
                                Arnold & Porter
                            555 Twelfth Street, N.W.
                             Washington, D.C. 20004
                                  202-942-5998
2

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                  Proposed     Proposed
                                  Maximum      Maximum
Title Of           Amount         Offering     Aggregate     Amount of
Securities To      To be          Price        Offering      Registration
Be Registered      Registered(1)  Per Share    Price(1)      Fee
Deferred           $25,000,000       N/A       $25,000,000   $ 7,575.76
Compensation
Obligations(2)

Deferred           $25,000,000       N/A       $25,000,000   $ 7,575.76
Compensation
Obligations(3)

Total Registration Fee                                       $15,151.52
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the PNC Bank Corp. Supplemental Incentive
Savings Plan, as amended (the "Supplemental Incentive Plan") and the PNC Bank
Corp. and Affiliates Deferred Compensation Plan (the "Deferred Compensation
Plan").

-------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h).

(2) The Deferred Compensation Obligations are unsecured obligations of PNC Bank
Corp. to pay deferred compensation in the future in accordance with the terms
of the Supplemental Incentive Plan.

(3) The Deferred Compensation Obligations are unsecured obligations of PNC Bank
Corp. to pay deferred compensation in the future in accordance with the terms
of the Deferred Compensation Plan.
3

                                  INTRODUCTION

     PNC Bank Corp. (the "Corporation" or the "Registrant") is filing this
Registration Statement because of the uncertainty as to whether the Deferred
Compensation Obligations would or should be considered "securities" or be
subject to registration under the Securities Act of 1933, as amended
("Securities Act"). The filing of this Registration Statement is not an
admission by the Registrant that the Deferred Compensation Obligations are
securities or are subject to the registration requirements of the Securities
Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated herein by
reference:

         (i)   Annual Report on Form 10-K for the year ended December 31, 1995;

         (ii)  Quarterly Reports on Form 10-Q for the quarterly periods ended
               March 31, 1996, June 30, 1996, and September 30, 1996;

         (iii) Current Reports on Form 8-K dated April 17, 1996, July 15, 1996,
               October 7, 1996, and October 10, 1996; and

         (iv)  The description of the Corporation's Common Stock contained in
               the Corporation's Registration Statement on Form 8-A filed on
               September 24, 1987, pursuant to Section 12 of the Securities
               Exchange Act of 1934, as amended ("Exchange Act"), and any
               amendment or report filed for the purpose of updating such
               description.

     All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
of the securities offered hereby has been sold or which withdraws from
registration such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or
4

supersedes such statement. Any such statement 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.

     Set forth below is a summary of the $25,000,000 of deferred compensation
obligations ("Deferred Compensation Obligations") created pursuant to the PNC
Bank Corp. Supplemental Incentive Savings Plan, as amended, effective November
21, 1996 (the "Supplemental Incentive Plan") and $25,000,000 of Deferred
Compensation Obligations created pursuant to the PNC Bank Corp. and Affiliates
Deferred Compensation Plan, effective November 21, 1996 (the "Deferred
Compensation Plan"), and registered under this Registration Statement. This
summary is qualified in its entirety by reference to the terms of the
Supplemental Incentive Plan and the Deferred Compensation Plan, filed as
Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and incorporated herein by
reference.

     Certain members of management and other highly compensated employees of
the Corporation and its subsidiaries are permitted to defer certain
compensation pursuant to the Supplemental Incentive Plan and to defer certain
annual incentive awards pursuant to the Deferred Compensation Plan. The
Supplemental Incentive Plan and the Deferred Compensation Plan are referred to
herein collectively as the "Plans."

     When an employee makes a deferral election under either Plan, the
Corporation retains the amount deferred and credits the value of such amount by
book entry to an account maintained under the appropriate Plan for the employee
by the Corporation. The Corporation then assumes a general, unsecured obligation
to pay the employee (a "Participant") in the future the deferred amount in
accordance with the terms of the Plan under which compensation or awards were
deferred, as adjusted during the deferred period in accordance with applicable
investment measures as selected by the Participant.

     Both Plans are unfunded, and payments of the Deferred Compensation
Obligations are made from the general assets of the Corporation. Each
Participant is a general unsecured creditor of the Corporation with a claim
against the Corporation for the amount he or she has deferred, as adjusted
during the deferral period in accordance with applicable investment measures as
selected by the Participant. The Deferred Compensation Obligations are
unsecured general obligations of the Corporation and rank pari passu with other
unsecured and unsubordinated indebtedness of the Corporation from time to time
outstanding. There are various legal limitations on the extent to which the
Corporation's banking subsidiaries may extend credit, pay dividends or
otherwise supply funds to the Corporation.

     Participant accounts are valued each quarter (and at such other times as
determined by the Corporation) to reflect the performance during the quarter,
whether positive or negative, of selected investment measures. The

                                      II-2
5

Corporation in its sole discretion determines the investment measures available
under the Plans. Each Participant may elect to allocate his or her account
among the available measures and may change the allocation in accordance with
the terms of the Plans. Account balances are adjusted as though actually
invested in the investments used as measures, but no investment of funds
outside the Corporation occurs.

     Participants may not assign or transfer the Deferred Compensation
Obligations, other than by designating a beneficiary or beneficiaries to
receive payment if a Participant dies before receiving full payment of the
amount credited to his or her account, and the Deferred Compensation
Obligations shall not be subject to alienation, encumbrance, garnishment,
attachment, execution or levy of any kind, voluntary or involuntary, except
when, where and if compelled by applicable law.

     Payment of Deferred Compensation Obligations generally is made at the time
and in the manner elected by Participants at the time of the deferral election
as permitted by the Plans. Payment elections may not be changed. If a
Participant terminates employment with the Corporation other than by reason of
death, disability or retirement, the value of such Participant's account
ordinarily will be distributed to the Participant in accordance with the terms
of the applicable Plan. In limited circumstances of severe financial hardship,
at the discretion of the respective Plan Committees (as defined below), all or
a portion of the value of a Participant's account may be distributed earlier
than originally elected.

     The Deferred Compensation Obligations are not convertible into securities
of the Corporation, and Participants have no voting rights with respect to the
Deferred Compensation Obligations. The Deferred Compensation Obligations will
not have the benefit of a negative pledge or any other affirmative or negative
covenant on the part of the Corporation. No trustee has been appointed having
authority to take action with respect to the Deferred Compensation Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any request for
consents, waivers or amendments pertaining to the Deferred Compensation
Obligations, enforcing covenants and taking action upon a default.

     The Plans require that the Corporation shall be obligated to require any
successor-in-interest to all or substantially all of the business or assets of
the Corporation to expressly assume and agree to perform the Plans in the same
manner and to the same extent that the Corporation would be required to perform
in the event no such succession had taken place.

     The Supplemental Incentive Plan is administered by the Administrative
Committee, consisting of at least three persons appointed by the Corporation's
Chief Executive Officer. The Deferred Compensation Plan is administered by the
Personnel and Compensation Committee of the Corporation's Board of Directors.
Each Plan also has a Plan Manager.

                                      II-3
6

     The Corporation has full discretionary authority to interpret the Plans,
to establish rules and regulations relating to the Plans, and to make all other
determinations and take all other actions necessary or appropriate for the
proper administration of the Plans. The Plans may be amended or terminated at
any time and from time to time, except that no such amendment may adversely
affect a Participant's rights with respect to outstanding Deferred Compensation
Obligations credited to a Participant's account as of the date of such
amendment or termination without prior consent by the Participant. After a
change in control of the Corporation, the Plans may not be amended in any
manner that adversely effects the administration of payment of a Participant's
benefits under the Plans without the consent of the Participant.

Item 5. Interests of Named Experts and Counsel.

     The validity of the securities of the Corporation being registered hereby
has been passed upon by Melanie S. Cibik, Esq., Senior Counsel to the
Corporation. As of September 30, 1996, Miss Cibik beneficially owned 693 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, 1995 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference therein and
herein. Such financial statements are incorporated herein by reference in
reliance upon the report of Ernst & Young LLP pertaining to such financial
statements 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 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

                                      II-4
7

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
foregoing descriptions are general summaries only. Reference is made to the
full text of the Corporation's By-laws incorporated herein by reference.

     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.

     Section 9(c) of the Deferred Compensation Plan provides that the Board of
Directors of the Corporation shall not be liable to any person for any action
taken or admitted in connection with the administration, interpretation,
construction or variance of the Deferred Compensation Plan.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

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

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

                                      II-5
8

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

         (i)   To include any prospectus required by Section 10(a)(3) of the
               Securities Act.

         (ii)  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.

         (iii) 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 (i) and (ii) 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,
     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; and

                                      II-6
9

5.   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 foregoing provisions, 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 proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                      II-7
10

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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, Commonwealth of Pennsylvania, on
December 17, 1996.

                                                 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, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 17, 1996.

Signature                                Title
---------                                -----

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

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

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

           *
--------------------------
     Paul W. Chellgren                   Director

                                      II-8
11

--------------------------
Robert N. Clay                           Director

            *
--------------------------
George A. Davidson, Jr.                  Director

            *
--------------------------
David F. Giard-diCarlo                   Director

            *
--------------------------
Dianna L. Green                          Director

            *
--------------------------
C.G. Grefenstette                        Director

            *
--------------------------
Arthur J. Kania                          Director

            *
--------------------------
Bruce Lindsay                            Director

            *
--------------------------
Thomas Marshall                          Director

            *
--------------------------
W. Craig McClelland                      Director

            *
--------------------------
Donald I. Moritz                         Director

                                      II-9
12

            *
--------------------------
Jackson H. Randolph                      Director

            *
--------------------------
James E. Rohr                            Director

            *
--------------------------
Roderic H. Ross                          Director

--------------------------
Vincent A. Sarni                         Director

            *
--------------------------
Garry J. Scheuring                       Vice Chairman and Director

            *
--------------------------
Richard P. Simmons                       Director

            *
--------------------------
Thomas J. Usher                          Director

            *                           
--------------------------
Milton A. Washington                     Director 

            *
--------------------------
Helge H. Wehmeier                        Director

*By /s/ MELANIE S. CIBIK
    ----------------------   
    Melanie S. Cibik
    (Attorney-in-Fact)

                                     II-10
13

     Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the PNC Bank Corp. Supplemental Incentive Savings Plan, as
amended, has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania on December 17, 1996.

                                            PNC BANK CORP. SUPPLEMENTAL
                                            INCENTIVE SAVINGS PLAN

                                            By: /s/ WILLIAM E. ROSNER
                                               ------------------------
                                               William E. Rosner
                                               Member, Administrative
                                               Committee

     Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the PNC Bank Corp. and Affiliates Deferred Compensation Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth
of Pennsylvania on December 17, 1996.

                                            PNC BANK CORP. AND AFFILIATES
                                            DEFERRED COMPENSATION PLAN

                                            By: /s/ JAMES S. GEHLKE
                                               ------------------------
                                               James S. Gehlke
                                               Plan Manager

                                     II-11
14

                               INDEX OF EXHIBITS
                               -----------------

Exhibit 4.1       PNC Bank Corp. Supplemental Incentive Savings Plan, as
                  amended, filed herewith.

Exhibit 4.2       PNC Bank Corp. and Affiliates Deferred Compensation Plan,
                  filed herewith.

Exhibit 5         Opinion of Melanie S. Cibik, Esq., Senior Counsel to the
                  Corporation, with respect to the legality of the Deferred
                  Compensation Obligations being registered, filed herewith.

Exhibit 23.1      Consent of Ernst & Young LLP, Independent Auditors, filed
                  herewith.

Exhibit 23.2      Consent of Melanie S. Cibik, Esq., contained in her opinion
                  filed as Exhibit 5 hereto.

Exhibit 24.1      Power of Attorney (Supplemental Incentive Plan) of certain
                  officers and directors of the Corporation, filed herewith.

Exhibit 24.2      Power of Attorney (Deferred Compensation Plan) of certain
                  officers and directors of the Corporation, filed herewith.

                                     II-12