S-8

As filed with the Securities and Exchange Commission on July 28, 2011.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Under

THE SECURITIES ACT OF 1933

THE CHARLES SCHWAB CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	94-3025021
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

211 Main Street

San Francisco, CA 94105

(Address of Principal Executive Offices)

THE CHARLES SCHWAB CORPORATION

2004 STOCK INCENTIVE PLAN

(Full Title of the Plan)

Joseph R. Martinetto

Executive Vice President and Chief Financial Officer

The Charles Schwab Corporation

211 Main Street

San Francisco, CA 94105

Telephone: (415) 667-7000

(Name and Address of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount to Be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	45,000,000	$15.30 (2)	$688,500,000 (2)	79,934.85 (3)

(1) Pursuant to Rule 416(a) of the Securities Act of 1922, this Registration Statement shall also cover any additional shares of the common stock of The Charles Schwab Corporation (the “Registrant”) that become issuable under The Charles Schwab Corporation 2004 Stock Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, based on the average of the high and low prices per share of common stock of the Registrant on the New York Stock Exchange on July 25, 2011, which was $15.30.

(3) Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the Plan.

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8 for The Charles Schwab Corporation 2004 Stock Incentive Plan, filed as a Post-Effective Amendment to Form S-8 and Amendment Number Two to Form S-3 (File Nos. 333-101992, 333-63448, 333-47107 and 33-54701), as filed with the Securities and Exchange Commission on May 19, 2004, are incorporated herein by reference, except as the same may be modified by the information set forth herein. This Registration Statement is being filed to register an additional 45,000,000 shares of Common Stock, par value $0.01 per share, of the Registrant under the 2004 Stock Incentive Plan pursuant to an amendment of such Plan authorized by the stockholders of the Registrant on May 17, 2011.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission on February 25, 2011.

(b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the Securities and Exchange Commission on May 6, 2011.

(c) The Registrant’s Current Reports on Form 8-K filed on January 18, March 21, April 15, May 9, May 23, and July 18, 2011 (excluding any portions thereof which are deemed “furnished” rather than filed with the Securities and Exchange Commission).

(d) The description of the Registrant’s common stock contained in the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 23, 2010, including any amendment or description filed for the purpose of updating such description.

All reports or other documents subsequently filed by the Registrant and the plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold hereunder, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing such reports and documents.

Any statement contained in a document incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed incorporated herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered by this Registration Statement will be passed upon for the Registrant by Howard Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation, San Francisco, California. As of the date of this Registration Statement, directors of that firm beneficially own an aggregate of less than 1% of the Registrant’s Common Stock.

Item 8. Exhibits

Exhibit Number	Exhibit
5	Opinion of Counsel.
23.1	Independent Auditor’s Consent.
23.2	Consent of Counsel (included in Exhibit 5).
24	Powers of Attorney (included as part of the signature page to this Registration Statement).
99	The Charles Schwab Corporation 2004 Stock Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.1 to a Current Report on Form 8-K filed by the Registrant on May 23, 2010).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on July 28, 2011.

THE CHARLES SCHWAB CORPORATION

        /s/ Walter W. Bettinger II

Walter W. Bettinger II

President, Chief Executive Officer and Director

(Principal Executive Officer)

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Charles R. Schwab, Walter W. Bettinger II and Joseph R. Martinetto, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign and execute on behalf of the undersigned any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any such amendments, as fully to all intents and purposes as he might or could do in person, and does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on this 28^th day of July 2011 by the following persons in the capacities indicated.

Name and Signature	Title
/s/ Walter W. Bettinger II	President, Chief Executive Officer and Director
Walter W. Bettinger II	(Principal Executive Officer)
/s/ Joseph R. Martinetto	Executive Vice President and Chief Financial Officer
Joseph R. Martinetto	(Principal Financial and Accounting Officer)
/s/ Charles R. Schwab
Charles R. Schwab	Chairman of the Board
/s/ Nancy H. Bechtle
Nancy H. Bechtle	Director

Name and Signature	Title
/s/ C. Preston Butcher
C. Preston Butcher	Director
/s/ Frank C. Herringer
Frank C. Herringer	Director
/s/ Stephen T. McLin
Stephen T. McLin	Director
/s/ Arun Sarin
Arun Sarin	Director
/s/ Paula A. Sneed
Paula A. Sneed	Director
/s/ Roger O. Walther
Roger O. Walther	Director
/s/ Robert N. Wilson
Robert N. Wilson	Director

INDEX TO EXHIBITS

Exhibit Number	Exhibit
5	Opinion of Counsel.
23.1	Independent Auditor’s Consent.
23.2	Consent of Counsel (included in Exhibit 5).
24	Powers of Attorney (included as part of the signature page to this Registration Statement).
99	The Charles Schwab Corporation 2004 Stock Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.1 to a Current Report on Form 8-K filed by the Registrant on May 23, 2010).

EX-5

Exhibit 5

July 28, 2011

The Charles Schwab Corporation

211 Main Street

San Francisco, CA 94105

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing on the date hereof by The Charles Schwab Corporation, a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”) covering the offering of up to an additional 45,000,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), issuable pursuant to The Charles Schwab Corporation 2004 Stock Incentive Plan as amended and restated by the Board of Directors of the Company on May 5, 2011 and approved by the stockholders of the Company on May 17, 2011 (the “Plan”). In connection with this opinion, we have examined copies or originals of the following documents:

1. The Registration Statement;

2. The Plan;

3. The Company’s Fifth Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 7, 2001;

4. The Company’s Fourth Restated Bylaws dated December 12, 2007, as amended on July 28, 2009 and January 27, 2010;

5. Certain resolutions of the Company’s Board of Directors dated January 27, 2011 and May 5, 2011 relating to the Shares;

6. The Company’s Definitive Proxy Statement filed with the Commission on March 30, 2011, the Definitive Additional Materials with respect to the Plan filed with the Commission on May 9, 2011, and the voting results for the 2011 Annual Meeting of Stockholders as reported in the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2011;

7. A specimen certificate for the Shares; and

8. A certificate of an officer of the Company and a certificate of the Company’s transfer agent, each dated as of the date hereof.

In rendering the opinion set forth below, we have assumed the legal capacity of individuals, that the signatures on all documents not executed in our presence are genuine, that all documents submitted to us as originals are authentic, that all documents submitted to us as reproduced or certified copies conform to the original documents and that all corporate records of the Company provided to us for review and all public records obtained by us are accurate and complete. We have further assumed the due execution and delivery of all documents, where due execution and delivery are a prerequisite to the enforceability or effectiveness thereof.

As to matters of fact material to our opinion, we have relied solely upon our review of the documents referred to above. We have assumed that the recitals of fact set forth in such documents are true, complete and correct on the date hereof. We have not independently verified any factual matters or the validity of any assumptions made by us in this letter and express no opinion with respect to such factual matters or assumptions and disclaim any implication or inference as to the reasonableness of any such assumption. In rendering this opinion, we have considered only the Delaware General Corporation Law (including the statutory provisions and also all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws) and express no opinion with respect to choice of law or conflicts of law. We express no opinion whatsoever as to the compliance or noncompliance by any person with antifraud or information delivery provisions of state or federal laws, rules and regulations, and no inference regarding such compliance or noncompliance may be drawn from any opinion in this letter. In addition, we have assumed that the Shares are issued against receipt by the Company of consideration that is not less than the par value of the Common Stock and that is otherwise proper and sufficient.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued, sold and delivered in accordance with the Plan, will be validly issued, fully paid, and nonassessable.

Notwithstanding anything in this letter to the contrary, the opinion set forth above is given only as of the date hereof. We disclaim any obligation to update the opinion rendered herein and express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware.

The opinion set forth above is expressly limited to the matters stated. No opinion is implied or may be inferred beyond what is explicitly stated in this letter. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein

under Item 5 thereof. By giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,
HOWARD RICE NEMEROVSKI
CANADY FALK & RABKIN
A Professional Corporation
By:	/s/ Teresa L. Johnson
	Teresa L. Johnson
	On Behalf of the Firm

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the consolidated financial statements and financial statement schedule of The Charles Schwab Corporation and the effectiveness of The Charles Schwab Corporation’s internal control over financial reporting dated February 24, 2011, appearing in the Annual Report on Form 10-K of The Charles Schwab Corporation for the year ended December 31, 2010.

/s/ Deloitte & Touche LLP

July 28, 2011