AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON APRIL 20, 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 CHARLES SCHWAB CORPORATION
                          EMPLOYEE STOCK INCENTIVE 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
=========================================================================================================

Title of Securities     Amount to be          Proposed Maximum     Proposed Maxi-mum     Amount of
To be Registered        Registered (1)        Offering Price Per   Aggregate Offering    Registration Fee
                                              Share (2)            Price (2)
---------------------------------------------------------------------------------------------------------
Common Stock, $0.01
<S>                      <C>                       <C>                <C>                    <C>
par value                10,000,000                $17.75             $177,500,000           $44,375
=========================================================================================================
<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 $17.75 on the basis of the
      average of the high and low prices at which the common stock was sold on April 12, 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.
333-48335) and on Form S-8 (File No. 333-93125) as filed with the Securities and
Exchange  Commission as of March 20, 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  10,000,000
shares of the common stock of The Charles Schwab  Corporation under its Employee
Stock Incentive Plan.

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 20th day of April, 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 20th day of April, 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 account-
                                               ing 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
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 DATED APRIL 20, 2001", "secsgml_size_bytes": 9471}]
{"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": "333-59280", "film-number": "1607549"}, "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 APRIL 20, 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 CHARLES SCHWAB CORPORATION
                          EMPLOYEE STOCK INCENTIVE 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
=========================================================================================================

Title of Securities     Amount to be          Proposed Maximum     Proposed Maxi-mum     Amount of
To be Registered        Registered (1)        Offering Price Per   Aggregate Offering    Registration Fee
                                              Share (2)            Price (2)
---------------------------------------------------------------------------------------------------------
Common Stock, $0.01
par value                10,000,000                $17.75             $177,500,000           $44,375
=========================================================================================================
(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 $17.75 on the basis of the
      average of the high and low prices at which the common stock was sold on April 12, 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.
333-48335) and on Form S-8 (File No. 333-93125) as filed with the Securities and
Exchange  Commission as of March 20, 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  10,000,000
shares of the common stock of The Charles Schwab  Corporation under its Employee
Stock Incentive Plan.

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 20th day of April, 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 20th day of April, 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 account-
                                               ing 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