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                                                                 EXHIBIT 2.3

                           SECOND AMENDMENT AGREEMENT

     THIS SECOND AMENDMENT AGREEMENT ("Second Amendment") is entered into as of
November 17, 1995, by and among MIDLANTIC CORPORATION ("MC"), a New jersey
corporation having its principal executive office at Metro Park Plaza, P.O. Box
600, Edison, New Jersey 08818, PNC BANK CORP. ("PNC"), a Pennsylvania
corporation having its principal executive office at One PNC Plaza, Pittsburgh,
Pennsylvania 15265, and PNC BANCORP, INC. ("Bancorp"), a Delaware corporation
and a wholly owned subsidiary of PNC, having its principal executive office at
222 Delaware Avenue, Wilmington, Delaware 19899.

                                   WITNESSETH

     WHEREAS, MC, PNC and Bancorp previously have entered into an Agreement and
Plan or Reorganization dated as of July 10, 1995, and amended as of August 16,
1995 (as amended, the "Reorganization Agreement"); and

     WHEREAS, MC, PNC and Bancorp wish to further amend the Reorganization
Agreement in certain respects;

     NOW, THEREFORE, MC, PNC and Bancorp agree as follows:

     1.  Section 4.8 of the Reorganization Agreement is amended by:

         (a)  Changing the location of the Closing from the executive offices of
         PNC to the offices of Arnold & Porter at 399 Park Avenue, New York, New
         York 10022-4690; and

         (b)  Specifying December 29, 1995, as the Closing Date, it being the
         intention of the parties that December 31, 1995, will be the Effective
         Date specified in the respective certificates of merger to be delivered
         to the New Jersey and Delaware Secretaries of State.

     2.  From the date hereof, this Second Amendment shall be read and construed
     along with the Reorganization Agreement and such agreement shall, along 
     with all the terms, covenants and conditions thereof, be and continue to 
     be in full force and effect, save as hereby amended.

     3.  This Second Amendment shall be governed by and construed in accordance
     with the laws of the Commonwealth of Pennsylvania applicable to agreements
     made and entirely to be performed within such jurisdiction, except to the
     extent federal law may be applicable.

     4.  This Second Amendment may be executed in any number of counterparts,
     each of which shall constitute an original and all of which when taken
     together shall constitute one instrument.

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     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
caused this Second Amendment to be executed in counterparts by their duly
authorized officers thereunto duly authorized, all as of the day and year first
above written.


PNC BANK CORP.

By: /s/ WALTER E. GREGG, JR.
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    Walter E. Gregg, Jr.
    Executive Vice President


PNC BANCORP, INC.

By: /s/ WALTER E. GREGG, JR.
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    Walter E. Gregg, Jr.
    Executive Vice President


MIDLANTIC CORPORATION

By: /s/ HOWARD I. ATKINS
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    Howard I. Atkins
    Executive Vice President and
    Chief Financial Officer