Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  McCool James D
2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2007
3. Issuer Name and Ticker or Trading Symbol
SCHWAB CHARLES CORP [SCHW]
(Last)
(First)
(Middle)
C/O THE CHARLES SCHWAB CORPORATION, 120 KEARNY STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP - Corp. & Retirement Svcs.
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94108
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 66,932 (1)
D
 
Common Stock 4,562
I
by ESOP
Common Stock 7,832
I
by 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) 02/23/1999(2) 02/23/2008 Common Stock 4,500 $ 8.7222 D  
Non-Qualified Stock Option (right to buy) 02/25/2000(2) 02/25/2009 Common Stock 5,700 $ 23.3125 D  
Incentive Stock Option (right to buy) 02/25/2000(2) 02/25/2009 Common Stock 5,700 $ 23.3125 D  
Non-Qualified Stock Option (right to buy) 11/01/2000(2) 11/01/2009 Common Stock 2,250 $ 25.9166 D  
Incentive Stock Option (right to buy) 02/23/2001(2) 02/23/2010 Common Stock 2,850 $ 26.375 D  
Non-Qualified Stock Option (right to buy) 02/23/2001(2) 02/23/2010 Common Stock 600 $ 26.375 D  
Non-Qualified Stock Option (right to buy) 10/25/2001(2) 10/25/2010 Common Stock 1,500 $ 31.0625 D  
Non-Qualified Stock Option (right to buy) 12/13/2001(2) 12/13/2010 Common Stock 4,500 $ 30.125 D  
Incentive Stock Option (right to buy) 12/13/2001(2) 12/13/2010 Common Stock 4,500 $ 30.125 D  
Non-Qualified Stock Option (right to buy) 12/15/2003(6) 12/15/2010 Common Stock 15,000 $ 28.75 D  
Incentive Stock Option (right to buy) 02/28/2002(2) 02/28/2011 Common Stock 2,500 $ 20.9 D  
Non-Qualified Stock Option (right to buy) 02/28/2002(2) 02/28/2011 Common Stock 2,500 $ 20.9 D  
Non-Qualified Stock Option (right to buy) 05/04/2001(3) 05/04/2011 Common Stock 2,000 $ 20.68 D  
Non-Qualified Stock Option (right to buy) 07/18/2002(4) 07/18/2011 Common Stock 57,367 $ 15.02 D  
Incentive Stock Option (right to buy) 07/18/2002(4) 07/18/2011 Common Stock 2,633 $ 15.02 D  
Non-Qualified Stock Option (right to buy) 02/27/2003(4) 02/27/2012 Common Stock 6,000 $ 13.11 D  
Incentive Stock Option (right to buy) 02/27/2003(4) 02/27/2012 Common Stock 6,000 $ 13.11 D  
Non-Qualified Stock Option (right to buy) 11/08/2004(7) 11/08/2012 Common Stock 7,000 $ 9.71 D  
Non-Qualified Stock Option (right to buy) 12/15/2004(8) 09/30/2011 Common Stock 27,373 $ 9.19 D  
Non-Qualified Stock Option (right to buy) 10/30/2006(5) 10/30/2013 Common Stock 45,045 $ 19.186 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McCool James D
C/O THE CHARLES SCHWAB CORPORATION
120 KEARNY STREET
SAN FRANCISCO, CA 94108
      EVP - Corp. & Retirement Svcs.  

Signatures

James D. McCool 02/08/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Of these shares, 4,786 vest on February 25, 2007; 3,461 vest on December 15, 2007; 3,462 vest on December 15, 2008; 3,348 vest on July 25 of each of the following years: 2007, 2008, 2009 and 2010; and 3,487 vest on October 30 of each the following years: 2007, 2008, 2009 and 2010.
(2) The options were granted under the 1992 Stock Incentive Plan and vested in four equal installments beginning on the first anniversary of the grant date.
(3) The options were granted under the 1992 Stock Incentive Plan and/or the 2001 Stock Incentive Plan and vested immediately.
(4) The options were granted under the 1992 Stock Incentive Plan and/or the 2001 Stock Incentive Plan and vested in four equal installments beginning on the first anniversary of the grant date.
(5) The options were granted under the 2004 Stock Incentive Plan and vest in four equal installments beginning on the first anniversary of the grant date.
(6) Half of these options vested on the third anniversary of the grant date and the other half vested on the fourth anniversary of the grant date.
(7) The options were granted under the 1992 Stock Incentive Plan and/or 2001 Stock Incentive Plan and vested 25% on each of the second and third anniversary of the grant date and 50% on the fourth anniversary of the grant date.
(8) The options were granted under the 1992 Stock Incentive Plan and/or 2001 Stock Incentive Plan and vest in four equal annual installments beginning on December 15, 2004.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.