Washington D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                                December 8, 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

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

  |_| Written communications pursuant to Rule 425 under the Securities Act 
      (17 CFR 230.425)

  |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
      (17 CFR 240.14a-12)

  |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

  |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

                         THE CHARLES SCHWAB CORPORATION

Item 5.02     Departure of Directors or Principal Officers; Election of 
              Directors; Appointment of Principal Officers

On  December 8,   2004,  Mr.  George  P.  Shultz  notified  The  Charles  Schwab
Corporation of his decision to retire from the Board of Directors.  Mr. Shultz's
retirement will be effective as of December 31, 2004.

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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:  December 8, 2004                             /s/ Christopher V. Dodds
       -----------------                            ----------------------------
                                                    Christopher V. Dodds
                                                    Executive Vice President and
                                                    Chief Financial Officer

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