SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 8-K

                       C U R R E N T   R E P O R T

                  Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

                              July 10, 1995  
             Date of Report (Date Of Earliest Event Reported)

                          MIDLANTIC CORPORATION
     (Exact Name Of Registrant As Specified In Its Charter)

                               New Jersey                    
              (State Or Other Jurisdiction Of Incorporation)

             0-15870                        22-2699903             
     (Commission File Number)      (IRS Employer Identification No.)

                  499 Thornall Street, Metro Park Plaza
                 P.O. Box 600, Edison, New Jersey  08818
     (Address Of Principal Executive Offices)       (Zip Code)

                            (908) 321-8000                     
           (Registrant's Telephone Number, including Area Code)

                            NOT APPLICABLE                         
      (Former Name Or Former Address, If Changed Since Last Report)



     ITEM 5.  OTHER EVENTS.

               On July 10, 1995, Midlantic Corporation
     ("Midlantic"), PNC Bank Corp. ("PNC") and PNC Bancorp,
     Inc. ("PNC Sub") entered into an Agreement and Plan of
     Reorganization (the "Reorganization Agreement") and an
     Agreement and Plan of Merger (the "Merger Agreement")
     providing for, among other things, the merger (the
     "Merger") of Midlantic with and into PNC Sub, with PNC
     Sub surviving the Merger.  The Merger is expected to
     qualify as a tax-free reorganization under the Internal
     Revenue Code of 1986, as amended, and to be accounted for
     as a pooling of interests.

               Pursuant to the Merger Agreement, each share of
     the common stock, par value $3.00 per share (the
     "Midlantic Common Stock"), of Midlantic outstanding on
     the date of the Merger (excluding shares of Midlantic
     Common Stock held by Midlantic as treasury stock or
     shares held by PNC or any of its subsidiaries, but
     including shares of Midlantic Common Stock (i) held
     directly or indirectly by PNC or Midlantic or any of
     their respective subsidiaries in a fiduciary capacity
     that are beneficially owned by third parties and (ii)
     held by PNC or Midlantic or any of their respective
     subsidiaries in respect of a debt previously contracted)
     will be converted into 2.05 shares of the common stock,
     par value $5.00 per share, of PNC ("PNC Common Stock"). 
     No fractional shares of PNC Common Stock will be issued
     in the Merger, and Midlantic's stockholders who otherwise
     would be entitled to receive a fractional share of PNC
     Common Stock will receive a cash payment in lieu thereof.

               Consummation of the Merger is subject to
     certain standard conditions, including, but not limited
     to, approval of the Merger by the holders of a majority
     of the shares of the Midlantic Common Stock cast at a
     meeting of such holders, approval of the issuance of
     shares of PNC Common Stock in the Merger by the holders
     of a majority of the votes cast at a meeting of the
     holders of PNC Common Stock and the receipt of all
     required regulatory approvals without the imposition of
     any condition or requirement which, in the reasonable
     opinion of the Board of Directors of PNC or Midlantic, so
     materially and adversely affects the anticipated economic
     and business benefits to PNC or Midlantic, respectively,
     of the transactions contemplated by the Reorganization
     Agreement as to render consummation of such transactions
     inadvisable.  

               Following the Merger, PNC will increase the
     number of directors serving on the PNC Board of Directors
     by four and will elect Garry J. Scheuring, the Chairman,
     President and Chief Executive Officer of Midlantic and
     three directors of Midlantic, selected by Midlantic and
     subject to approval by PNC, to serve on the PNC Board of
     Directors.

               As a condition to the execution and delivery of
     the Merger Agreement and the Reorganization Agreement,
     Midlantic and PNC entered into reciprocal stock option
     agreements, each dated as of July 10, 1995 (collectively,
     the "Stock Option Agreements").  Pursuant to the Stock
     Option Agreements, Midlantic granted PNC an option to
     purchase up to 10,425,000 shares of Midlantic Common
     Stock at a price of $48.00 per share and PNC granted
     Midlantic an option to purchase up to 45,500,000 shares
     of PNC Common Stock at a price of $35.00 per share.  Each
     option is exercisable only upon the occurrence of certain
     events described therein, none of which has occurred as
     of the date hereof.  

               In connection with entering into the Merger
     Agreement, the Midlantic Board of Directors approved an
     amendment (the "Amendment") to the Rights Agreement,
     dated February 23, 1990, between Midlantic and Midlantic
     National Bank, as Rights Agent (the "Rights Agreement"), so
     that neither the actions to be taken by PNC in order to
     effectuate the Merger (as contemplated by the Merger
     Agreement and the Reorganization Agreement) nor the
     execution of the Stock Option Agreements will constitute
     an event which would allow exercise of the rights under
     the Rights Agreement.

               The Merger Agreement, the Reorganization
     Agreement, the Stock Option Agreements and the Amendment
     are attached hereto as exhibits and incorporated herein
     by reference in their entirety.  The foregoing summaries
     of the Merger Agreement, the Reorganization Agreement,
     the Stock Option Agreements and the Amendment do not
     purport to be complete and are qualified in their
     entirety by reference to such exhibits.

     ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.

          (c)  Exhibits

               The following Exhibits are filed with this
     Current Report on Form 8-K:

     Exhibit
     Number                   Description

       2.1          Agreement and Plan of Reorganization,
                    dated as of July 10, 1995, among Midlantic
                    Corporation, PNC Bank Corp. and PNC
                    Bancorp, Inc. 

       2.2          Agreement and Plan of Merger, dated as of
                    July 10, 1995, among Midlantic
                    Corporation, PNC Bank Corp. and PNC
                    Bancorp, Inc.

      99.1          Stock Option Agreement, dated as of July
                    10, 1995, between Midlantic Corporation
                    and PNC Bank Corp.

      99.2          Stock Option Agreement, dated as of July
                    10, 1995, between PNC Bank Corp. and
                    Midlantic Corporation.

      99.3          Amendment, dated as of July 10, 1995, to
                    the Rights Agreement, dated as of February
                    23, 1990, by and between Midlantic
                    Corporation and Midlantic National Bank, 
                    as Rights Agent.


                             SIGNATURE

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

     Dated:  July 20, 1995

                              MIDLANTIC CORPORATION

                              By: /s/ Joseph H. Kott
                                  ________________________
                              Name:  Joseph H. Kott
                              Title: Executive Vice President
                                     and General Counsel 



                           EXHIBIT INDEX

     Exhibit                        
     Number              Description                    

       2.1          Agreement and Plan of Reorganization,
                    dated as of July 10, 1995, among Midlantic
                    Corporation, PNC Bank Corp. and PNC
                    Bancorp, Inc. 

       2.2          Agreement and Plan of Merger, dated as of
                    July 10, 1995, among Midlantic
                    Corporation, PNC Bank Corp. and PNC
                    Bancorp, Inc.

       99.1         Stock Option Agreement, dated as of July
                    10, 1995, between Midlantic Corporation
                    and PNC Bank Corp.

       99.2         Stock Option Agreement, dated as of July
                    10, 1995, between PNC Bank Corp. and
                    Midlantic Corporation. 

       99.3         Amendment, dated as of July 10, 1995, to 
                    the Rights Agreement, dated as of February
                    23, 1990, by and between Midlantic
                    Corporation and Midlantic National Bank, 
                    as Rights Agent.
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{"company-data": {"conformed-name": "MIDLANTIC CORP", "cik": "0000793548", "assigned-sic": "6021", "irs-number": "222699903", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15870", "film-number": "95554995"}, "business-address": {"street1": "METRO PARK PLZ", "street2": "P O BOX 600", "city": "EDISON", "state": "NJ", "zip": "08818", "phone": "9083212000"}}
SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 8-K

                       C U R R E N T   R E P O R T

                  Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

                              July 10, 1995  
             Date of Report (Date Of Earliest Event Reported)

                          MIDLANTIC CORPORATION
     (Exact Name Of Registrant As Specified In Its Charter)

                               New Jersey                    
              (State Or Other Jurisdiction Of Incorporation)

             0-15870                        22-2699903             
     (Commission File Number)      (IRS Employer Identification No.)

                  499 Thornall Street, Metro Park Plaza
                 P.O. Box 600, Edison, New Jersey  08818
     (Address Of Principal Executive Offices)       (Zip Code)

                            (908) 321-8000                     
           (Registrant's Telephone Number, including Area Code)

                            NOT APPLICABLE                         
      (Former Name Or Former Address, If Changed Since Last Report)

     ITEM 5.  OTHER EVENTS.

               On July 10, 1995, Midlantic Corporation
     ("Midlantic"), PNC Bank Corp. ("PNC") and PNC Bancorp,
     Inc. ("PNC Sub") entered into an Agreement and Plan of
     Reorganization (the "Reorganization Agreement") and an
     Agreement and Plan of Merger (the "Merger Agreement")
     providing for, among other things, the merger (the
     "Merger") of Midlantic with and into PNC Sub, with PNC
     Sub surviving the Merger.  The Merger is expected to
     qualify as a tax-free reorganization under the Internal
     Revenue Code of 1986, as amended, and to be accounted for
     as a pooling of interests.

               Pursuant to the Merger Agreement, each share of
     the common stock, par value $3.00 per share (the
     "Midlantic Common Stock"), of Midlantic outstanding on
     the date of the Merger (excluding shares of Midlantic
     Common Stock held by Midlantic as treasury stock or
     shares held by PNC or any of its subsidiaries, but
     including shares of Midlantic Common Stock (i) held
     directly or indirectly by PNC or Midlantic or any of
     their respective subsidiaries in a fiduciary capacity
     that are beneficially owned by third parties and (ii)
     held by PNC or Midlantic or any of their respective
     subsidiaries in respect of a debt previously contracted)
     will be converted into 2.05 shares of the common stock,
     par value $5.00 per share, of PNC ("PNC Common Stock"). 
     No fractional shares of PNC Common Stock will be issued
     in the Merger, and Midlantic's stockholders who otherwise
     would be entitled to receive a fractional share of PNC
     Common Stock will receive a cash payment in lieu thereof.

               Consummation of the Merger is subject to
     certain standard conditions, including, but not limited
     to, approval of the Merger by the holders of a majority
     of the shares of the Midlantic Common Stock cast at a
     meeting of such holders, approval of the issuance of
     shares of PNC Common Stock in the Merger by the holders
     of a majority of the votes cast at a meeting of the
     holders of PNC Common Stock and the receipt of all
     required regulatory approvals without the imposition of
     any condition or requirement which, in the reasonable
     opinion of the Board of Directors of PNC or Midlantic, so
     materially and adversely affects the anticipated economic
     and business benefits to PNC or Midlantic, respectively,
     of the transactions contemplated by the Reorganization
     Agreement as to render consummation of such transactions
     inadvisable.  

               Following the Merger, PNC will increase the
     number of directors serving on the PNC Board of Directors
     by four and will elect Garry J. Scheuring, the Chairman,
     President and Chief Executive Officer of Midlantic and
     three directors of Midlantic, selected by Midlantic and
     subject to approval by PNC, to serve on the PNC Board of
     Directors.

               As a condition to the execution and delivery of
     the Merger Agreement and the Reorganization Agreement,
     Midlantic and PNC entered into reciprocal stock option
     agreements, each dated as of July 10, 1995 (collectively,
     the "Stock Option Agreements").  Pursuant to the Stock
     Option Agreements, Midlantic granted PNC an option to
     purchase up to 10,425,000 shares of Midlantic Common
     Stock at a price of $48.00 per share and PNC granted
     Midlantic an option to purchase up to 45,500,000 shares
     of PNC Common Stock at a price of $35.00 per share.  Each
     option is exercisable only upon the occurrence of certain
     events described therein, none of which has occurred as
     of the date hereof.  

               In connection with entering into the Merger
     Agreement, the Midlantic Board of Directors approved an
     amendment (the "Amendment") to the Rights Agreement,
     dated February 23, 1990, between Midlantic and Midlantic
     National Bank, as Rights Agent (the "Rights Agreement"), so
     that neither the actions to be taken by PNC in order to
     effectuate the Merger (as contemplated by the Merger
     Agreement and the Reorganization Agreement) nor the
     execution of the Stock Option Agreements will constitute
     an event which would allow exercise of the rights under
     the Rights Agreement.

               The Merger Agreement, the Reorganization
     Agreement, the Stock Option Agreements and the Amendment
     are attached hereto as exhibits and incorporated herein
     by reference in their entirety.  The foregoing summaries
     of the Merger Agreement, the Reorganization Agreement,
     the Stock Option Agreements and the Amendment do not
     purport to be complete and are qualified in their
     entirety by reference to such exhibits.

     ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.

          (c)  Exhibits

               The following Exhibits are filed with this
     Current Report on Form 8-K:

     Exhibit
     Number                   Description

       2.1          Agreement and Plan of Reorganization,
                    dated as of July 10, 1995, among Midlantic
                    Corporation, PNC Bank Corp. and PNC
                    Bancorp, Inc. 

       2.2          Agreement and Plan of Merger, dated as of
                    July 10, 1995, among Midlantic
                    Corporation, PNC Bank Corp. and PNC
                    Bancorp, Inc.

      99.1          Stock Option Agreement, dated as of July
                    10, 1995, between Midlantic Corporation
                    and PNC Bank Corp.

      99.2          Stock Option Agreement, dated as of July
                    10, 1995, between PNC Bank Corp. and
                    Midlantic Corporation.

      99.3          Amendment, dated as of July 10, 1995, to
                    the Rights Agreement, dated as of February
                    23, 1990, by and between Midlantic
                    Corporation and Midlantic National Bank, 
                    as Rights Agent.

                             SIGNATURE

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

     Dated:  July 20, 1995

                              MIDLANTIC CORPORATION

                              By: /s/ Joseph H. Kott
                                  ________________________
                              Name:  Joseph H. Kott
                              Title: Executive Vice President
                                     and General Counsel 

                           EXHIBIT INDEX

     Exhibit                        
     Number              Description                    

       2.1          Agreement and Plan of Reorganization,
                    dated as of July 10, 1995, among Midlantic
                    Corporation, PNC Bank Corp. and PNC
                    Bancorp, Inc. 

       2.2          Agreement and Plan of Merger, dated as of
                    July 10, 1995, among Midlantic
                    Corporation, PNC Bank Corp. and PNC
                    Bancorp, Inc.

       99.1         Stock Option Agreement, dated as of July
                    10, 1995, between Midlantic Corporation
                    and PNC Bank Corp.

       99.2         Stock Option Agreement, dated as of July
                    10, 1995, between PNC Bank Corp. and
                    Midlantic Corporation. 

       99.3         Amendment, dated as of July 10, 1995, to 
                    the Rights Agreement, dated as of February
                    23, 1990, by and between Midlantic
                    Corporation and Midlantic National Bank, 
                    as Rights Agent.