<PAGE>   1


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1996

                                                REGISTRATION NO. 33-___________
===============================================================================
                       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
   (Address, including zip code, of registrant's principal executive offices)
                              ____________________

                          PNC RETIREMENT SAVINGS PLAN
                            (Full title of the Plan)
                             _____________________

                           WALTER E. GREGG, JR., ESQ.
                            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)
                             _____________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================

                                                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM
                                                         AMOUNT TO BE       AGGREGATE PRICE    AGGREGATE OFFERING  AMOUNT OF
  TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED     REGISTERED(1)(2)   PER SHARE(3)       PRICE(3)            REGISTRATION FEE
  <S>                                                   <C>                <C>                <C>                 <C>
  Common Stock, par value $5.00                          1,000,000 shares   $ 29.875           $ 29,875,000        $ 10,302  
==================================================================================================================================
</TABLE>

  (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
  "Securities Act"), this Registration Statement also covers an indeterminate
  amount of interests to be offered or sold pursuant to the employee benefit
  plan described herein.

  (2) The Common Stock offered hereby will be adjusted to reflect stock splits,
  stock dividends or similar transactions pursuant to Rule 416(a) under the
  Securities Act, without the need for any post-effective amendment.

  (3) Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(c) under the Securities Act on the basis on the average
  of the high and low reported sales prices of the registrant's Common Stock on
  the New York Stock Exchange on May 13, 1996.
================================================================================
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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: (1) Annual
Report on Form 10-K for the year ended December 31, 1995; (2) Current Report on
Form 8-K dated as of April 17, 1996; (3) Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996; and (4) 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 on September 24, 1987 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 and the PNC Retirement
Savings Plan (the "Plan") 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
securities offered hereby have been sold or which deregisters such securities
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

LEGAL OPINIONS

   A legal opinion that (a) the shares of Common Stock offered by the
Registration Statement, when issued or sold pursuant to and in accordance with
the terms of the Plan, shall be validly issued, fully paid and nonassessable
and (b) the Plan Interests being registered by the Registration Statement, when
issued pursuant to and in accordance with the terms of the Plan, shall be
validly issued, has been rendered by William F. Strome, Senior Vice President,
Deputy General Counsel and Corporate Secretary of the Corporation.  As of April
30, 1996, Mr. Strome owned 2,547 shares of the Corporation's Common Stock and
held options granted under the Corporation's stock option plan covering 29,900
shares of the Corporation's Common Stock, 23,300 of which were exercisable.

  A legal opinion that confirms compliance of the provisions of the Plan with
the requirements of ERISA pertaining to such provisions has been rendered by
the law firm Eckert Seamans Cherin & Mellott, Pittsburgh, Pennsylvania.
Certain members of the firm of Eckert Seamans Cherin & Mellott may, now or in
the future, own


                                       2
<PAGE>   3
securities of the Corporation, either individually or in a representative
capacity.  None of such securities have been or will be acquired in connection
with the Plan offering.

EXPERTS

     The consolidated financial statements of the Registrant and subsidiaries
incorporated by reference in the Annual Report on Form 10-K of the Registrant
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 incorporated herein by reference. Such financial 
statements are incorporated herein by reference in reliance upon the report of 
Ernst & Young LLP 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 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.


                                       3
<PAGE>   4
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.

     The Registrant undertakes that it will submit the Plan to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes required by
the IRS in order to qualify the Plan under Section 401 of the Internal Revenue
Code.

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;

     (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; and

     (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, each filing of the Registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and each filing
     of the Plan's annual report pursuant to 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


                                       4
<PAGE>   5
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 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

The Registrant.  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 16th day of May, 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 of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
              SIGNATURE                            TITLE                             DATE
              ---------                            -----                             ----
<S>                                        <C>                                       <C>


/s/ THOMAS H. O'BRIEN                      Chairman, Chief Executive                 May 16, 1996
- ----------------------------------------   Officer and Director
Thomas H. O'Brien                          (Principal Executive Officer)


/s/ ROBERT L. HAUNSCHILD                   Senior Vice President                     May 16, 1996
- ----------------------------------------   and Chief Financial Officer
Robert L. Haunschild                       (Principal Financial Officer)


/s/ WILLIAM J. JOHNS                       Senior Vice President and                 May 16, 1996
- ----------------------------------------   Chief Accounting Officer
William J. Johns                           (Principal Accounting Officer)


                                                   Director                          May 16, 1996
- ----------------------------------------                                                         
Paul W. Chellgren


                 *                                  Director                          May 16, 1996
- ----------------------------------------                                                         
Robert N. Clay


                 *                                 Director                          May 16, 1996
- ----------------------------------------
George A. Davidson, Jr.


                 *                                 Director                          May 16, 1996
- ----------------------------------------
David F. Girard-diCarlo
</TABLE>


                                       6
<PAGE>   7
<TABLE>
<S>                                                <C>                               <C>


                   *                               Director                          May 16, 1996
- ----------------------------------------
Dianna L. Green


                   *                               Director                          May 16, 1996
- ----------------------------------------
C. G. Grefenstette


                   *                               Director                          May 16, 1996
- ----------------------------------------
Arthur J. Kania


                                                   Director                          May 16, 1996
- ----------------------------------------
Bruce C. Lindsay


                                                   Director                          May 16, 1996
- ----------------------------------------
Thomas Marshall


                  *                                Director                          May 16, 1996
- ----------------------------------------
W. Craig McClelland


                  *                                Director                          May 16, 1996
- ----------------------------------------
Donald I. Moritz


                  *                                Director                          May 16, 1996
- ----------------------------------------
Jackson H. Randolph


                  *                                President and Director            May 16, 1996
- ----------------------------------------
James E. Rohr


                  *                                Director                          May 16, 1996
- ----------------------------------------
Roderic H. Ross


                  *                                Director                          May 16, 1996
- ----------------------------------------
Vincent A. Sarni


                  *                                Vice Chairman and Director        May 16, 1996
- ----------------------------------------
Garry J. Scheuring
</TABLE>


                                       7
<PAGE>   8
<TABLE>
<S>                                                <C>                               <C>

                 *                                 Director                          May 16, 1996
- ----------------------------------------
Richard P. Simmons


                 *                                 Director                          May 16, 1996
- ----------------------------------------
Thomas J. Usher


                                                   Director                          May 16, 1996
- ----------------------------------------
Milton A. Washington


                 *                                 Director                          May 16, 1996
- ----------------------------------------
Helge H. Wehmeier
</TABLE>


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

                                        Date:  May 16, 1996


The Plan.  Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator 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 this May 16, 1996.


                                           PNC Retirement Savings Plan


                                       By: /s/ WILLIAM E. ROSNER
                                           ------------------------------------
                                           William E. Rosner
                                           Member, PNC Retirement Savings Plan
                                           Administrative Committee


                                       8
<PAGE>   9

                                 EXHIBIT INDEX


Exhibit 5.1      Opinion of William F. Strome, Esq., regarding validity of the
                 Common Stock and Plan Interests being registered, filed
                 herewith.

Exhibit 5.2      Opinion of Eckert Seamans Cherin & Mellott, regarding ERISA
                 compliance, filed herewith.

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

Exhibit 23.2     Consent of William F. Strome, Esq., contained in the opinion
                 filed as Exhibit 5.1.

Exhibit 23.3     Consent of Eckert Seamans Cherin & Mellott, contained in the
                 opinion filed as Exhibit 5.2.

Exhibit 24       Power of Attorney of certain officers and directors of the
                 Corporation, filed herewith.


                                       9
[{"type": "S-8", "sequence": "1", "description": "PNC BANK S-8", "secsgml_size_bytes": 22630}]
{"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": "333-03901", "film-number": "96568877"}, "business-address": {"street1": "ONE PNC PLAZA", "street2": "FIFTH AVE & WOOD ST", "city": "PITTSBURGH", "state": "PA", "zip": "15265", "phone": "4127622666"}, "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 MAY 16, 1996

                                                REGISTRATION NO. 33-___________
===============================================================================
                       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
   (Address, including zip code, of registrant's principal executive offices)
                              ____________________

                          PNC RETIREMENT SAVINGS PLAN
                            (Full title of the Plan)
                             _____________________

                           WALTER E. GREGG, JR., ESQ.
                            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)
                             _____________________

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================================

                                                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM
                                                         AMOUNT TO BE       AGGREGATE PRICE    AGGREGATE OFFERING  AMOUNT OF
  TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED     REGISTERED(1)(2)   PER SHARE(3)       PRICE(3)            REGISTRATION FEE
Common Stock, par value $5.00                          1,000,000 shares   $ 29.875           $ 29,875,000        $ 10,302  
==================================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
  "Securities Act"), this Registration Statement also covers an indeterminate
  amount of interests to be offered or sold pursuant to the employee benefit
  plan described herein.

  (2) The Common Stock offered hereby will be adjusted to reflect stock splits,
  stock dividends or similar transactions pursuant to Rule 416(a) under the
  Securities Act, without the need for any post-effective amendment.

  (3) Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(c) under the Securities Act on the basis on the average
  of the high and low reported sales prices of the registrant's Common Stock on
  the New York Stock Exchange on May 13, 1996.
================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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: (1) Annual
Report on Form 10-K for the year ended December 31, 1995; (2) Current Report on
Form 8-K dated as of April 17, 1996; (3) Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996; and (4) 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 on September 24, 1987 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 and the PNC Retirement
Savings Plan (the "Plan") 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
securities offered hereby have been sold or which deregisters such securities
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

LEGAL OPINIONS

   A legal opinion that (a) the shares of Common Stock offered by the
Registration Statement, when issued or sold pursuant to and in accordance with
the terms of the Plan, shall be validly issued, fully paid and nonassessable
and (b) the Plan Interests being registered by the Registration Statement, when
issued pursuant to and in accordance with the terms of the Plan, shall be
validly issued, has been rendered by William F. Strome, Senior Vice President,
Deputy General Counsel and Corporate Secretary of the Corporation.  As of April
30, 1996, Mr. Strome owned 2,547 shares of the Corporation's Common Stock and
held options granted under the Corporation's stock option plan covering 29,900
shares of the Corporation's Common Stock, 23,300 of which were exercisable.

  A legal opinion that confirms compliance of the provisions of the Plan with
the requirements of ERISA pertaining to such provisions has been rendered by
the law firm Eckert Seamans Cherin & Mellott, Pittsburgh, Pennsylvania.
Certain members of the firm of Eckert Seamans Cherin & Mellott may, now or in
the future, own

                                       2
3
securities of the Corporation, either individually or in a representative
capacity.  None of such securities have been or will be acquired in connection
with the Plan offering.

EXPERTS

     The consolidated financial statements of the Registrant and subsidiaries
incorporated by reference in the Annual Report on Form 10-K of the Registrant
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 incorporated herein by reference. Such financial 
statements are incorporated herein by reference in reliance upon the report of 
Ernst & Young LLP 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 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.

                                       3
4
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.

     The Registrant undertakes that it will submit the Plan to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes required by
the IRS in order to qualify the Plan under Section 401 of the Internal Revenue
Code.

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;

     (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; and

     (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, each filing of the Registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and each filing
     of the Plan's annual report pursuant to 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

                                       4
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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 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

The Registrant.  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 16th day of May, 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 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                 May 16, 1996
- ----------------------------------------   Officer and Director
Thomas H. O'Brien                          (Principal Executive Officer)

/s/ ROBERT L. HAUNSCHILD                   Senior Vice President                     May 16, 1996
- ----------------------------------------   and Chief Financial Officer
Robert L. Haunschild                       (Principal Financial Officer)

/s/ WILLIAM J. JOHNS                       Senior Vice President and                 May 16, 1996
- ----------------------------------------   Chief Accounting Officer
William J. Johns                           (Principal Accounting Officer)

                                                   Director                          May 16, 1996
- ----------------------------------------                                                         
Paul W. Chellgren

                 *                                  Director                          May 16, 1996
- ----------------------------------------                                                         
Robert N. Clay

                 *                                 Director                          May 16, 1996
- ----------------------------------------
George A. Davidson, Jr.

                 *                                 Director                          May 16, 1996
- ----------------------------------------
David F. Girard-diCarlo
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*                               Director                          May 16, 1996
- ----------------------------------------
Dianna L. Green

                   *                               Director                          May 16, 1996
- ----------------------------------------
C. G. Grefenstette

                   *                               Director                          May 16, 1996
- ----------------------------------------
Arthur J. Kania

                                                   Director                          May 16, 1996
- ----------------------------------------
Bruce C. Lindsay

                                                   Director                          May 16, 1996
- ----------------------------------------
Thomas Marshall

                  *                                Director                          May 16, 1996
- ----------------------------------------
W. Craig McClelland

                  *                                Director                          May 16, 1996
- ----------------------------------------
Donald I. Moritz

                  *                                Director                          May 16, 1996
- ----------------------------------------
Jackson H. Randolph

                  *                                President and Director            May 16, 1996
- ----------------------------------------
James E. Rohr

                  *                                Director                          May 16, 1996
- ----------------------------------------
Roderic H. Ross

                  *                                Director                          May 16, 1996
- ----------------------------------------
Vincent A. Sarni

                  *                                Vice Chairman and Director        May 16, 1996
- ----------------------------------------
Garry J. Scheuring
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*                                 Director                          May 16, 1996
- ----------------------------------------
Richard P. Simmons

                 *                                 Director                          May 16, 1996
- ----------------------------------------
Thomas J. Usher

                                                   Director                          May 16, 1996
- ----------------------------------------
Milton A. Washington

                 *                                 Director                          May 16, 1996
- ----------------------------------------
Helge H. Wehmeier
*By /s/ MELANIE S. CIBIK
                                            -----------------------------------
                                            Melanie S. Cibik, Attorney-in-Fact, 
                                            pursuant to Power of Attorney filed
                                            herewith

                                        Date:  May 16, 1996

The Plan.  Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator 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 this May 16, 1996.

                                           PNC Retirement Savings Plan

                                       By: /s/ WILLIAM E. ROSNER
                                           ------------------------------------
                                           William E. Rosner
                                           Member, PNC Retirement Savings Plan
                                           Administrative Committee

                                       8
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                                 EXHIBIT INDEX

Exhibit 5.1      Opinion of William F. Strome, Esq., regarding validity of the
                 Common Stock and Plan Interests being registered, filed
                 herewith.

Exhibit 5.2      Opinion of Eckert Seamans Cherin & Mellott, regarding ERISA
                 compliance, filed herewith.

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

Exhibit 23.2     Consent of William F. Strome, Esq., contained in the opinion
                 filed as Exhibit 5.1.

Exhibit 23.3     Consent of Eckert Seamans Cherin & Mellott, contained in the
                 opinion filed as Exhibit 5.2.

Exhibit 24       Power of Attorney of certain officers and directors of the
                 Corporation, filed herewith.

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