Exhibit 3.12

                         THE CHARLES SCHWAB CORPORATION
                                January 30, 2003


                              Amendments to Bylaws

     RESOLVED,  that the Board of  Directors of The Charles  Schwab  Corporation
(the "Corporation") has determined that it is advisable and in the best interest
of the Corporation to amend the Second  Restated Bylaws of the Corporation  (the
"Bylaws") as follows:

          1. By revising  the first  sentence  of Section  4.01 of the Bylaws to
     read in full as follows:

     Section 4.01.  Number.  The officers of the Corporation shall be a Chairman
     of the Board,  a Chief  Executive  Officer,  a President,  one or more Vice
     Presidents, a Secretary and a Treasurer.

          2. By revising Section 4.06 of the Bylaws to read in full as follows:

     Section 4.06.  Chairman of the Board. The Chairman of the Board shall be an
     officer of the Corporation,  subject to the control of the Board, and shall
     report  directly  to the Board.  The  Chairman  of the Board  shall play an
     active role in helping to build and lead the  Corporation,  working closely
     with the Chief Executive  Officer to set the  Corporation's  strategy,  and
     shall  be the  co-spokesman  for  the  Corporation  along  with  the  Chief
     Executive Officer.  The Chairman of the Board shall preside at all meetings
     of the  stockholders  and of the Board and shall have such other powers and
     duties as may be prescribed by the Board or by applicable law.

          3. By revising Section 4.07 of the Bylaws to read in full as follows:

     Section 4.07. Chief Executive Officer. The Chief Executive Officer shall be
     an  officer  of the  Corporation  and shall have  general  supervision  and
     direction over the business and affairs of the Corporation,  subject to the
     control of the Board and the provisions of Section 4.06 of

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     this  Article  IV,  and  shall  report  directly  to the  Board.  The Chief
     Executive  Officer shall see that all orders and  resolutions  of the Board
     are  carried  into  effect;  shall,  if present  and in the  absence of the
     Chairman of the Board,  preside at meetings of the  stockholders and of the
     Board;  and in general shall  exercise all powers and perform all duties as
     may from time to time be  assigned  to the Chief  Executive  Officer by the
     Board or as may be prescribed in these Bylaws.

          4. By  changing  the  following  Section  numbering  of the  Bylaws as
     follows:  current Section 4.08 (The Vice Presidents) shall be Section 4.09;
     current  Section 4.09 (The  Secretary  and  Assistant  Secretary)  shall be
     Section 4.10;  current Section 4.10 (The Treasurer)  shall be Section 4.11;
     and current Section 4.11 (The Assistant Treasurer) shall be Section 4.12.

          5. By  adding  a new  Section  4.08 to the  Bylaws  to read in full as
     follows:

     Section 4.08. The President. The President shall perform such senior duties
     in connection with the operations of the Corporation as the Chief Executive
     Officer of the  Corporation,  or, if the President and the Chief  Executive
     Officer are the same person,  the Board, shall from time to time determine.
     The President shall report  directly to the Chief Executive  Officer unless
     the President and the Chief Executive Officer are the same person, in which
     case the President  shall report  directly to the Board.  In the absence of
     the Chief Executive  Officer or in the event of his inability or refusal to
     act, the President shall perform the duties of the Chief Executive  Officer
     and, when so acting, shall have all the powers of and be subject to all the
     restrictions upon the Chief Executive Officer.

          6. By changing all references  from  "President"  to "Chief  Executive
     Officer" in Section 3.10 and in newly-renumbered  Sections 4.10 and 4.11 of
     the Bylaws.

          7. By changing all references  from  "President"  to "Chief  Executive
     Officer or President" in Sections 5.02, 6.01 and 8.05 of the Bylaws.

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     RESOLVED FURTHER,  that these amendments to the Corporation's  Bylaws shall
become  effective  on May 9, 2003,  the date of the  Corporation's  2003  annual
meeting of stockholders; and

     RESOLVED  FURTHER,  that upon the effective  date of such  amendments,  the
Corporation's Bylaws shall be restated,  in such form as the Corporate Secretary
or any  Assistant  Corporate  Secretary of the  Corporation  deems  necessary or
appropriate to integrate such amendments into the Bylaws; and

     RESOLVED  FURTHER,   that  the  officers  of  the  Corporation  are  hereby
authorized and directed to execute and file any and all agreements, certificates
and other instruments and documents, and to do any and all things which they may
deem necessary and appropriate, to effectuate the purposes of these resolutions.

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