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

                                December 24, 1997
                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                  (Commission                 (I.R.S. Employer
jurisdiction of                  File Number)                Identification No.)
incorporation)

             101 Montgomery Street, San Francisco, California 94104
               (Address of principal executive offices)    (Zip Code)


       (Registrant's telephone number, including area code): (415) 627-7000














         Item 5.     Other Events.

         On December 24, 1997, The Charles Schwab  Corporation  (the  "Company")
issued the press release attached as Exhibit 99.1 hereto, relating to (i) fourth
quarter and year-end  expected  earnings and (ii) announcing the settlement of a
class-action litigation.

         Item 7(c).  Exhibits.

               99.1    Press Release of The Charles Schwab Corporation
                       dated December 24, 1997.






                                    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 hereunto duly authorized.


                                            THE CHARLES SCHWAB CORPORATION
                                                     (Registrant)



                                            By:  /s/ CHRISTOPHER V. DODDS 
                                                --------------------------
                                            Name:  Christopher V. Dodds
                                            Title: Senior Vice President -
                                                   Corporate Controller


Dated:  December 24, 1997





                                  EXHIBIT INDEX
                                  -------------

Exhibit No.                     Description of Exhibit
- -----------                     ----------------------

99.1                            Press Release of The Charles Schwab Corporation,
                                dated December 24, 1997.






                                  Exhibit 99.1
                                  ------------

FOR IMMEDIATE RELEASE

CONTACTS:    Media                     Kate Rohrbach (415) 627-7810
             Investors/Analysts        Rich Fowler (415) 636-9869


          SCHWAB ESTIMATES FOURTH QUARTER AND FULL-YEAR RESULTS
                   FOLLOWING LITIGATION SETTLEMENT



     SAN FRANCISCO,  December 24, 1997 - The Charles Schwab Corporation  expects
to report fourth quarter 1997 net income of $60 to $66 million,  or $.22 to $.24
per share, on revenues of about $620 million.  The Company's fourth quarter 1997
results will reflect  charges  associated  with its  agreement  yesterday to pay
approximately  $46  million  pre-tax,  or $27  million  after-tax,  to  settle a
class-action  lawsuit involving its Mayer & Schweitzer,  Inc.  subsidiary and 36
other firms engaged in making markets in Nasdaq securities.  The lawsuit alleged
that these firms in the past followed quotation patterns in some securities that
resulted in spreads being wider than they otherwise  would have been during some
months.  The Company  believes that these  allegations  are unfounded and denies
that  Mayer  &  Schweitzer  engaged  in  any  wrongdoing,  but  feels  that  the
settlement,  which  includes  virtually all of the remaining  firms named in the
suit, is in the best interests of its customers and stockholders. The settlement
is expected to be filed today with U.S.  District  Judge  Robert W. Sweet and is
contingent upon court approval and other conditions.
     
     Under the terms of the agreement, approximately 3% of the settlement amount
will be paid in December 1997 and the remainder  will be due in September  1998.
The  Company  does not expect to incur any charges  relating to this  settlement
beyond the fourth  quarter of 1997.  Excluding  these charges,  expected  fourth
quarter net income  would equal $77 to $83  million,  or $.28 to $.30 per share.
During the fourth quarter of 1996, the Company earned $59.7 million, or $.22 per
share, on revenues of $482.3 million. 

     For full-year  1997, the Company expects to report earnings of $267 to $273
million, or $.98 to $1.00 per share, on revenues of $2.3 billion.  Excluding the
expenses  recognized  in the fourth  quarter and other  charges  during the year
relating to this litigation, expected full-year 1997 net income would total $290
to $296  million,  or $1.06 to $1.08 per  share.  Net income for 1996 was $233.8
million, or $.87 per share, on revenues of $1,850.9 million.

     Through December 22,  month-to-date  daily average revenue trades by Schwab
customers  were  approximately  73,000.  The  Company's  complete  operating and
financial   results  will  be  reported  in  mid-January.   The  Charles  Schwab
Corporation  (NYSE:SCH),  through its principal  operating  subsidiary,  Charles
Schwab & Co., Inc.,  provides financial services for 4.8 million active accounts
with $348 billion in assets through 272 branch offices.