AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON OCTOBER 10, 2001               FILE NO. 333-
________________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                      FORM
                                       S-8
                             REGISTRATION STATEMENT
                                      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                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)


                                120 KEARNY STREET
                         SAN FRANCISCO, CALIFORNIA 94108
                    (Address of Principal Executive Offices)


              THE SCHWABPLAN RETIREMENT SAVINGS AND INVESTMENT PLAN
                            (Full Title of the Plan)


                              CHRISTOPHER V. DODDS
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                         THE CHARLES SCHWAB CORPORATION
                                120 KEARNY STREET
                         SAN FRANCISCO, CALIFORNIA 94108
                             TELEPHONE: 415/627-7000
            (Name, Address and Telephone Number, Including Area Code,
                              of Agent for Service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                             Proposed          Proposed
Title of Securities    Amount to be          Maximum           Maximum               Amount of
to be Registered       Registered (1)        Offering Price    Aggregate             Registration Fee
                                             Per Share (2)     Offering Price (2)
_________________________________________________________________________________________________________
<S>                      <C>                   <C>               <C>                   <C>

Common Stock,
$0.01 par value          1,275,000             $10.71            $13,655,250           $3,414
=========================================================================================================

<FN>

(1)   Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement also covers an
      additional indeterminate number of shares which by reason of certain events specified in the plan
      may become subject to the plan.

(2)   Pursuant to Rule 457(h), the maximum offering price was calculated to be $10.71 on the basis of the
      average of the high and low prices at which the common stock was sold on October 9, 2001.

</FN>
</TABLE>


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
         _______________________________________________

         Pursuant to General Instruction E to Form S-8, the contents of The
Charles Schwab Corporation's Registration Statement on Form S-8 (File No.
333-44793) as filed with the Securities and Exchange Commission as of January
23, 1998 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 1,275,000 shares of the common stock of
The Charles Schwab Corporation under the Employee Stock Ownership Plan part of
The SchwabPlan Retirement Savings and Investment Plan, formerly The Charles
Schwab Profit Sharing and Employee Stock Ownership Plan (the "Plan").

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         ______________________________________

         Counsel who provided the opinion set forth in Exhibit 5 is an Assistant
Corporate Secretary of the Registrant.

Item 8.  EXHIBITS.
         ________

Exhibit
Number            Exhibit Description
_______           ___________________

5                 Opinion of Counsel

23.1              Independent Auditors' 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)









                                      II-1


<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, 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 and County of San Francisco, and the State of
California, on this 10th day of October, 2001.


                                           THE CHARLES SCHWAB CORPORATION
                                           (Registrant)


                                           By: /s/ CHARLES R. SCHWAB
                                           _______________________________
                                               Charles R. Schwab
                                               Chairman and
                                               Co-Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Charles R. Schwab, David S.
Pottruck and Christopher V. Dodds, 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 10th day of October, 2001
by the following persons in the capacities indicated.


             Signature                                    Title
                                                          _____


/s/ CHARLES R. SCHWAB
____________________________________
         Charles R. Schwab                 Chairman, Co-Chief Executive Officer
                                           and Director (principal executive
                                           officer)
/s/ DAVID S. POTTRUCK
____________________________________
         David S. Pottruck                 President, Co-Chief Executive Officer
                                           and Director (principal executive
                                           officer)
/s/ CHRISTOPHER V. DODDS
____________________________________
        Christopher V. Dodds               Executive Vice President and Chief
                                           Financial Officer (principal
                                           financial and accounting officer)


                                      II-2


<PAGE>




/s/ NANCY H. BECHTLE
____________________________________       Director
          Nancy H. Bechtle


/s/ C. PRESTON BUTCHER
____________________________________       Director
         C. Preston Butcher


/s/ DONALD G. FISHER
____________________________________       Director
          Donald G. Fisher


/s/ ANTHONY M. FRANK
____________________________________       Director
          Anthony M. Frank


/s/ FRANK C. HERRINGER
____________________________________       Director
         Frank C. Herringer


/s/ JEFFREY S. MAURER
____________________________________       Director
         Jeffrey S. Maurer


/s/ STEPHEN T. MCLIN
____________________________________       Director
          Stephen T. McLin


/s/ ARUN SARIN
____________________________________       Director
             Arun Sarin


/s/ H. MARSHALL SCHWARZ
____________________________________       Director
        H. Marshall Schwarz


/s/ GEORGE P. SHULTZ
____________________________________       Director
          George P. Shultz


/s/ ROGER O. WALTHER
____________________________________       Director
          Roger O. Walther


                                      II-3


<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number            Exhibit Description
_______           ___________________

5                 Opinion of Counsel

23.1              Independent Auditors' 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)









                                      II-4
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{"company-data": {"conformed-name": "SCHWAB CHARLES CORP", "cik": "0000316709", "assigned-sic": "6211", "irs-number": "943025021", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71322", "film-number": "1756106"}, "business-address": {"street1": "120 KEARNY STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4156277000"}, "mail-address": {"street1": "101 MONTGOMERY ST", "street2": "(SF120KNY-9)", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON OCTOBER 10, 2001               FILE NO. 333-
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                      FORM
                                       S-8
                             REGISTRATION STATEMENT
                                      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                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                                120 KEARNY STREET
                         SAN FRANCISCO, CALIFORNIA 94108
                    (Address of Principal Executive Offices)

              THE SCHWABPLAN RETIREMENT SAVINGS AND INVESTMENT PLAN
                            (Full Title of the Plan)

                              CHRISTOPHER V. DODDS
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                         THE CHARLES SCHWAB CORPORATION
                                120 KEARNY STREET
                         SAN FRANCISCO, CALIFORNIA 94108
                             TELEPHONE: 415/627-7000
            (Name, Address and Telephone Number, Including Area Code,
                              of Agent for Service)
CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                             Proposed          Proposed
Title of Securities    Amount to be          Maximum           Maximum               Amount of
to be Registered       Registered (1)        Offering Price    Aggregate             Registration Fee
                                             Per Share (2)     Offering Price (2)
_________________________________________________________________________________________________________
Common Stock,
$0.01 par value          1,275,000             $10.71            $13,655,250           $3,414
=========================================================================================================
(1)   Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement also covers an
      additional indeterminate number of shares which by reason of certain events specified in the plan
      may become subject to the plan.

(2)   Pursuant to Rule 457(h), the maximum offering price was calculated to be $10.71 on the basis of the
      average of the high and low prices at which the common stock was sold on October 9, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
         _______________________________________________

         Pursuant to General Instruction E to Form S-8, the contents of The
Charles Schwab Corporation's Registration Statement on Form S-8 (File No.
333-44793) as filed with the Securities and Exchange Commission as of January
23, 1998 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 1,275,000 shares of the common stock of
The Charles Schwab Corporation under the Employee Stock Ownership Plan part of
The SchwabPlan Retirement Savings and Investment Plan, formerly The Charles
Schwab Profit Sharing and Employee Stock Ownership Plan (the "Plan").

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         ______________________________________

         Counsel who provided the opinion set forth in Exhibit 5 is an Assistant
Corporate Secretary of the Registrant.

Item 8.  EXHIBITS.
         ________

Exhibit
Number            Exhibit Description
_______           ___________________

5                 Opinion of Counsel

23.1              Independent Auditors' 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)

                                      II-1
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 and County of San Francisco, and the State of
California, on this 10th day of October, 2001.

                                           THE CHARLES SCHWAB CORPORATION
                                           (Registrant)

                                           By: /s/ CHARLES R. SCHWAB
                                           _______________________________
                                               Charles R. Schwab
                                               Chairman and
                                               Co-Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Charles R. Schwab, David S.
Pottruck and Christopher V. Dodds, 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 10th day of October, 2001
by the following persons in the capacities indicated.

             Signature                                    Title
                                                          _____

/s/ CHARLES R. SCHWAB
____________________________________
         Charles R. Schwab                 Chairman, Co-Chief Executive Officer
                                           and Director (principal executive
                                           officer)
/s/ DAVID S. POTTRUCK
____________________________________
         David S. Pottruck                 President, Co-Chief Executive Officer
                                           and Director (principal executive
                                           officer)
/s/ CHRISTOPHER V. DODDS
____________________________________
        Christopher V. Dodds               Executive Vice President and Chief
                                           Financial Officer (principal
                                           financial and accounting officer)

                                      II-2
/s/ NANCY H. BECHTLE
____________________________________       Director
          Nancy H. Bechtle

/s/ C. PRESTON BUTCHER
____________________________________       Director
         C. Preston Butcher

/s/ DONALD G. FISHER
____________________________________       Director
          Donald G. Fisher

/s/ ANTHONY M. FRANK
____________________________________       Director
          Anthony M. Frank

/s/ FRANK C. HERRINGER
____________________________________       Director
         Frank C. Herringer

/s/ JEFFREY S. MAURER
____________________________________       Director
         Jeffrey S. Maurer

/s/ STEPHEN T. MCLIN
____________________________________       Director
          Stephen T. McLin

/s/ ARUN SARIN
____________________________________       Director
             Arun Sarin

/s/ H. MARSHALL SCHWARZ
____________________________________       Director
        H. Marshall Schwarz

/s/ GEORGE P. SHULTZ
____________________________________       Director
          George P. Shultz

/s/ ROGER O. WALTHER
____________________________________       Director
          Roger O. Walther

                                      II-3
INDEX TO EXHIBITS

Exhibit
Number            Exhibit Description
_______           ___________________

5                 Opinion of Counsel

23.1              Independent Auditors' 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)

                                      II-4