SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                January 30, 2003
                Date of Report (Date of earliest event reported)



                         THE CHARLES SCHWAB CORPORATION
             (Exact name of registrant as specified in its charter)





             Delaware                    1-9700                94-3025021
  (State or other jurisdiction         Commission           (I.R.S. Employer
 of incorporation or organization)     File Number       Identification Number)



                   120 Kearny Street, San Francisco, CA 94108
              (Address of principal executive offices and zip code)
       Registrant's telephone number, including area code: (415) 627-7000





                         THE CHARLES SCHWAB CORPORATION

Item 5. Other Events

On January 31, 2003, The Charles Schwab Corporation (the Company) issued a press
release  announcing the  appointment of David S. Pottruck as President and Chief
Executive  Officer  of the  Company  effective  May 9,  2003,  the  date  of the
Company's annual  stockholders  meeting.  Mr. Pottruck had previously  served as
co-CEO with  founder  Charles R.  Schwab,  who remains  Chairman of the Board of
Directors.  A copy of the press  release is  attached  as  Exhibit  99.1 to this
Current  Report on Form  8-K.  On  January  30,  2003,  the  Company's  Board of
Directors  approved  amendments to the Company's bylaws,  effective May 9, 2003,
which specify the roles of the Company's  Chairman of the Board, Chief Executive
Officer,  and President.  These  amendments are attached as Exhibit 3.12 to this
Current Report on Form 8-K.



Item 7. Financial Statements and Exhibits

     (c) Exhibits

               3.12 Amendments to Bylaws approved January 30, 2003.

               99.1 Press release dated January 31, 2003.


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                         THE CHARLES SCHWAB CORPORATION

                                    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 thereunto duly authorized.


                                       THE CHARLES SCHWAB CORPORATION
                                                       (Registrant)


Date:  January 31, 2003                          /s/ Christopher V. Dodds
-----------------------                         --------------------------------
                                                     Christopher V. Dodds
                                             Executive Vice President and
                                                  Chief Financial Officer


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