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


                                 April 28, 2005
                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

     On April 28,  2005, at a meeting of the Compensation  Committee (Committee)
of the Board of  Directors  of The  Charles  Schwab  Corporation  (Schwab),  the
Committee approved  discretionary  bonuses for two executive officers of Schwab,
William L. Atwell and Walter  Bettinger,  in the amount of $47,004 and  $35,262,
respectively. These awards are in addition to amounts paid under the criteria of
their  respective  performance  matrices  for the  first  quarter  of 2005.  The
Committee also approved a supplemental  compensation  arrangement for Mr. Atwell
in connection with his assumption of management of Schwab's  Individual Investor
Enterprise and Schwab's  reclassification  of Mr. Atwell's expenses during 2003,
2004 and the first quarter of 2005 for travel  between  residences he maintained
on the East Coast and certain business  locations  (including  travel on company
aircraft),  as personal,  rather than  business,  expenses.  The  arrangement is
composed  of (1) a one-time  tax  reimbursement  of up to  $327,957;  and (2) an
ongoing,  annual  reimbursement  allowance  of up to  $155,000  and  related tax
reimbursement of up to $125,000,  in addition to Mr. Atwell's salary, for travel
and related  expenses  between  his  residences  on the East Coast and  Schwab's
various business  locations.  The annual allowance and related tax reimbursement
will continue so long as Mr. Atwell manages the Individual  Investor  Enterprise
or until the Committee approves a change to the arrangement.


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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:  May 4, 2005                                  /s/ Christopher V. Dodds
       -----------------                            ----------------------------
                                                    Christopher V. Dodds
                                                    Executive Vice President and
                                                    Chief Financial Officer


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