AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON JUNE 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
                            2001 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)
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                          <C>                       <C>          <C>                      <C>
Common Stock, $0.01
par value                    70,000,000                $15.51       $1,085,700,000           $271,425
======================= ===================== ==================== ===================== ====================
<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
      $15.51 on the basis of the  average  of the high and low prices at which the
      common stock was sold on June 15, 2001.
</FN>
</TABLE>


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         ------------------------------------------------

         The following  documents filed by The Charles Schwab  Corporation  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:

         (a)  The Registrant's  Annual  Report on Form  10-K for the year  ended
              December 31, 2000.

         (b)  The  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
              ended March 31, 2001.

         (c)  The description of the Registrant's  common stock contained in the
              Registration  Statement on Form 8-A filed with the  Commission  on
              September 22, 1987,  under Section 12 of the  Securities  Exchange
              Act of 1934,  as  amended  (the  "Exchange  Act"),  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 4.  Description of Securities.
         --------------------------

         Not applicable.

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 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         The Registrant's Fifth Restated  Certificate of Incorporation  provides
that,  pursuant  to  Delaware  law,  no  director  of the  Registrant  shall  be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, with specific exceptions. The exceptions
relate to (i) any breach of a director's  duty of loyalty to the  Registrant  or
its  stockholders,  (ii) acts or  omissions  not in good faith or which  involve
intentional  misconduct  or a knowing  violation  of law,  (iii)  approval  by a
director  of  certain  unlawful  dividend   payments,   distributions  or  stock
redemptions  or  repurchases  or (iv)  engaging  in a  transaction  from which a
director derives an improper personal  benefit.  Among the types of breaches for
which directors will not be liable are those resulting from negligent or grossly
negligent behavior.

         The   Registrant's   Second   Restated  Bylaws  also  provide  for  the
indemnification  of both the  Registrant's  directors  and  officers  within the
limitations  permitted  by Delaware  law.  Section 145 of the  Delaware  General
Corporation Law authorizes indemnification of directors and officers for actions
taken in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the


                                      II-1

<PAGE>

corporation.  This  provision is  sufficiently  broad to permit  indemnification
under certain  circumstances  for liabilities (and for reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended (the "Act").  The
Registrant has entered into indemnity agreements with its directors that contain
provisions that are in some respects broader than the specified  indemnification
provisions contained in Delaware law.

         The  Registrant  has obtained  directors'  and officers'  liability and
corporate  reimbursement  insurance  covering all officers and  directors of the
Registrant and its subsidiaries  and providing for the  reimbursement of amounts
paid by the Registrant or its subsidiaries to directors and officers pursuant to
indemnification  arrangements,  subject to certain  deductibles  and coinsurance
provisions.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not applicable.

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)

99                The Charles Schwab Corporation 2001 Stock Incentive Plan

Item 9.  Undertakings.
         -------------

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
 Act;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

             (iii) To include any material information with respect to the  plan
of distribution not previously  disclosed in this Registration  Statement or any
material change to such information in this Registration Statement;

PROVIDED,  HOWEVER,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

                                      II-2

<PAGE>

         (2) That, for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  BONA FIDE  offering
thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That, for purposes of determining any liability under the Act, each
filing of the  Registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and each filing of an employee  benefit  plan's  annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  BONA FIDE  offering
thereof.

         (5) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.











                                      II-3

<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 June, 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 June,  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-4

<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-5

<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)

99                The Charles Schwab Corporation 2001 Stock Incentive Plan








                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "description": "FORM S-8 2001 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 17867}]
{"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": "333-63448", "film-number": "1664158"}, "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 JUNE 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
                            2001 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                    70,000,000                $15.51       $1,085,700,000           $271,425
======================= ===================== ==================== ===================== ====================
(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
      $15.51 on the basis of the  average  of the high and low prices at which the
      common stock was sold on June 15, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         ------------------------------------------------

         The following  documents filed by The Charles Schwab  Corporation  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:

         (a)  The Registrant's  Annual  Report on Form  10-K for the year  ended
              December 31, 2000.

         (b)  The  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
              ended March 31, 2001.

         (c)  The description of the Registrant's  common stock contained in the
              Registration  Statement on Form 8-A filed with the  Commission  on
              September 22, 1987,  under Section 12 of the  Securities  Exchange
              Act of 1934,  as  amended  (the  "Exchange  Act"),  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 4.  Description of Securities.
         --------------------------

         Not applicable.

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 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         The Registrant's Fifth Restated  Certificate of Incorporation  provides
that,  pursuant  to  Delaware  law,  no  director  of the  Registrant  shall  be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, with specific exceptions. The exceptions
relate to (i) any breach of a director's  duty of loyalty to the  Registrant  or
its  stockholders,  (ii) acts or  omissions  not in good faith or which  involve
intentional  misconduct  or a knowing  violation  of law,  (iii)  approval  by a
director  of  certain  unlawful  dividend   payments,   distributions  or  stock
redemptions  or  repurchases  or (iv)  engaging  in a  transaction  from which a
director derives an improper personal  benefit.  Among the types of breaches for
which directors will not be liable are those resulting from negligent or grossly
negligent behavior.

         The   Registrant's   Second   Restated  Bylaws  also  provide  for  the
indemnification  of both the  Registrant's  directors  and  officers  within the
limitations  permitted  by Delaware  law.  Section 145 of the  Delaware  General
Corporation Law authorizes indemnification of directors and officers for actions
taken in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the

                                      II-1
corporation.  This  provision is  sufficiently  broad to permit  indemnification
under certain  circumstances  for liabilities (and for reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended (the "Act").  The
Registrant has entered into indemnity agreements with its directors that contain
provisions that are in some respects broader than the specified  indemnification
provisions contained in Delaware law.

         The  Registrant  has obtained  directors'  and officers'  liability and
corporate  reimbursement  insurance  covering all officers and  directors of the
Registrant and its subsidiaries  and providing for the  reimbursement of amounts
paid by the Registrant or its subsidiaries to directors and officers pursuant to
indemnification  arrangements,  subject to certain  deductibles  and coinsurance
provisions.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not applicable.

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)

99                The Charles Schwab Corporation 2001 Stock Incentive Plan

Item 9.  Undertakings.
         -------------

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
 Act;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

             (iii) To include any material information with respect to the  plan
of distribution not previously  disclosed in this Registration  Statement or any
material change to such information in this Registration Statement;

PROVIDED,  HOWEVER,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

                                      II-2
(2) That, for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  BONA FIDE  offering
thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That, for purposes of determining any liability under the Act, each
filing of the  Registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and each filing of an employee  benefit  plan's  annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  BONA FIDE  offering
thereof.

         (5) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-3
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 June, 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 June,  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-4
/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-5
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)

99                The Charles Schwab Corporation 2001 Stock Incentive Plan

                                      II-6