Washington D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                  July 20, 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

                         THE CHARLES SCHWAB CORPORATION

Item 5.  Other Events and Regulation FD Disclosure

Effective  July 20,  2004,  David  S.  Pottruck  resigned  as  President,  Chief
Executive Officer, and Director of The Charles Schwab Corporation (the Company).
Also  effective  July 20, 2004,  the  Company's  Board of Directors  reappointed
Charles R. Schwab as Chief Executive Officer;  Mr. Schwab will continue to serve
as Chairman of the Board of Directors.

Item 12. Results of Operations and Financial Condition

On  July 20,  2004,  The  Charles  Schwab  Corporation  issued  a press  release
announcing its financial results for the quarter ended June 30,  2004. A copy of
the press release is furnished as Exhibit 99.1 to this report.

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                         THE CHARLES SCHWAB CORPORATION


     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

Date:  July 20, 2004                                /s/ Christopher V. Dodds
       -----------------                            ----------------------------
                                                    Christopher V. Dodds
                                                    Executive Vice President and
                                                    Chief Financial Officer

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                         THE CHARLES SCHWAB CORPORATION

Exhibit Index

99.1 Press Release dated  July 20,  2004  ("Schwab  Announces CEO  Resignation -
     Reports Quarterly Results - Posts Record Non-Trading Revenues")

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