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


                                  July 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 July 28,  2005, at a meeting of the Compensation  Committee of the Board
of  Directors  (the  Board)  of  The  Charles  Schwab   Corporation  (CSC),  the
Compensation  Committee  approved  a  performance  goal  under  CSC's  Long-Term
Incentive Plan. This performance goal is based on cumulative  earnings per share
over a period of three and one-half years starting on July 1, 2005.



Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers

     On July 28, 2005, on the  recommendation  of the  Nominating  and Corporate
Governance  Committee,  the Board of CSC  appointed  William F.  Aldinger to the
Board to serve as a member of the class of  directors  whose term expires at the
annual meeting of stockholders  in 2007. The Board  determined that Mr. Aldinger
is  independent  under  its own  independence  standards  and  the  independence
standards of the New York Stock Exchange and The Nasdaq Stock Market.  The Board
appointed Mr.  Aldinger to serve on the Audit  Committee and the  Nominating and
Corporate Governance Committee.
     On August 1, 2005,  CSC issued a press release  announcing  Mr.  Aldinger's
appointment  to the Board.  A copy of the press  release is  included as Exhibit
99.1 to this report.

                                     - 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:  August 1, 2005                            /s/ Christopher V. Dodds
       --------------------                      ------------------------------
                                                 Christopher V. Dodds
                                                 Executive Vice President and
                                                 Chief Financial Officer

                                     - 2 -


                         THE CHARLES SCHWAB CORPORATION


Exhibit Index

99.1  Press Release  dated August 1, 2005  ("Schwab Names William F. Aldinger to
      Board of Directors")

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