UNITED STATES
                       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


                                October 29, 2004
                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



     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))


                         THE CHARLES SCHWAB CORPORATION


Item 1.01       Entry into a Material Definitive Agreement

As previously reported, on August 31,  2004, The Charles Schwab Corporation (the
Company),  along with CS Capital  Markets & Co.  and  Schwab  Associates  & Co.,
entered into an agreement with UBS Securities LLC and UBS Americas Inc. pursuant
to which the Company  agreed to sell its capital market  business.  Concurrently
with the  closing of that  transaction  on  October 29,  2004,  the  Company and
Charles  Schwab & Co.,  Inc.  (Schwab)  entered into order routing and execution
services  agreements  with UBS Securities  LLC and Schwab  Capital  Markets L.P.
(together,  UBS) for the handling of Schwab's  equity and listed  options  order
flow.

Pursuant to these services agreements, Schwab has committed to route most orders
in equity securities and listed options to UBS for order handling and execution,
for a term of eight years.  Certain  orders are excluded from these  agreements,
including orders for the accounts of CyberTrader, Inc.(R) and affiliates of U.S.
Trust  Corporation,  and  certain  orders for  clients of Schwab  Institutional,
through  which  Schwab  provides  custody,   trading  and  support  services  to
independent  investment  advisors.  Order  execution  by UBS will be  subject to
stringent execution quality standards,  and to operations and technology service
levels.  Generally,  UBS will execute  equity  orders  without  commission  or a
commission  equivalent and without  pass-through of third-party  charges.  Under
certain  circumstances,  charges  may apply  for the  execution  of orders  that
require special handling or entail additional costs.

The agreements provide for liquidated damages if Schwab breaches its commitments
to route specified orders through UBS. Either Schwab or UBS may terminate either
of the services  agreements for material breach by the other and in the event of
certain changes in control of UBS.







                                     - 1 -


                         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:  November 4, 2004                            /s/ Christopher V. Dodds
       ----------------                            ----------------------------
                                                   Christopher V. Dodds
                                                   Executive Vice President and
                                                   Chief Financial Officer


























                                     - 2 -