SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Dwyer Carrie E

(Last)

(First)

(Middle)

C/O THE CHARLES SCHWAB CORPORATION

120 KEARNY STREET

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2004

3. Issuer Name and Ticker or Trading Symbol
SCHWAB CHARLES CORP [ SCH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	228,555	D
Common Stock	58,940	I	by Trust
Common Stock	3,225	I	in Trust for Daughter
Common Stock	3,225	I	in Trust for Son
Common Stock	1,045.743	I	by ESOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options	12/11/1997⁽¹⁾	12/11/2006	Common Stock	107,131	$4.33	D
Incentive Stock Options	12/11/1997	12/11/2006	Common Stock	55,869	$4.33	D
Incentive Stock Options	02/23/1999	02/23/2008	Common Stock	23,400	$8.72	D
Non-Qualified Stock Options	02/23/1999⁽¹⁾	02/23/2008	Common Stock	30,600	$8.72	D
Incentive Stock Options	02/25/2000	02/25/2009	Common Stock	4,287	$23.31	D
Non-Qualified Stock Options	02/25/2000⁽¹⁾	02/25/2009	Common Stock	25,713	$23.31	D
Non-Qualified Stock Options	04/20/2000⁽¹⁾	04/20/2009	Common Stock	15,000	$35.58	D
Incentive Stock Options	02/23/2001	02/23/2010	Common Stock	3,791	$26.375	D
Non-Qualified Stock Options	02/23/2001⁽¹⁾	02/23/2010	Common Stock	93,710	$26.375	D
Non-Qualified Stock Options	10/25/2001⁽¹⁾	10/25/2010	Common Stock	8,000	$31.0625	D
Non-Qualified Stock Options	12/15/2003⁽³⁾	12/15/2010	Common Stock	75,000	$28.75	D
Incentive Stock Options	02/28/2005	02/28/2011	Common Stock	4,784	$20.9	D
Non-Qualified Stock Options	02/28/2002⁽¹⁾	02/28/2011	Common Stock	25,216	$20.9	D
Non-Qualified Stock Options	05/04/2001⁽⁵⁾	05/04/2011	Common Stock	6,000	$20.68	D
Non-Qualified Stock Options	07/18/2002⁽²⁾	07/18/2011	Common Stock	90,000	$15.02	D
Non-Qualified Stock Options	07/18/2002⁽²⁾	07/18/2011	Common Stock	32,000	$15.02	D
Non-Qualified Stock Options	09/24/2002⁽²⁾	09/24/2011	Common Stock	24,400	$10.2	D
Non-Qualified Stock Options	02/27/2003⁽¹⁾	02/27/2012	Common Stock	18,750	$13.11	D
Incentive Stock Options	02/27/2006	02/27/2012	Common Stock	6,250	$13.11	D
Non-Qualified Stock Options	11/08/2004⁽⁴⁾	11/08/2012	Common Stock	75,000	$9.71	D

Explanation of Responses:

1. The options were granted under the 1992 Stock Incentive Plan and/or 2001 Stock Incentive Plan and vest in four equal installments beginning on the first anniversary of the grant date.

2. The options were granted under the 1992 Stock Incentive Plan and/or 2001 Stock Incentive Plan and vest 35% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 20% on each of the third and fourth anniversary of the grant date.

3. The options were granted under the 1992 Stock Incentive Plan and/or 2001 Stock Incentive Plan and vest 50% on each of the third and fourth anniversary of the grant date.

4. The options were granted under the 1992 Stock Incentive Plan and/or 2001 Stock Incentive Plan and vest 25% on each of the second and third anniversary of the grant date and 50% on the fourth anniversary of the grant date.

5. The options were granted under the 1992 Stock Incentive Plan and/or 2001 Stock Incentive Plan and vested immediately.

Remarks:

	Carrie E. Dwyer	07/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.