Washington D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                                February 23, 2005
                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 1.01 Entry into a Material Definitive Agreement

     On  February 23,  2005, at a meeting of the  Compensation  Committee of the
Board of  Directors  of The Charles  Schwab  Corporation  (the  Committee),  the
Committee  approved  performance  criteria under The Charles Schwab  Corporation
Executive Bonus Plan (the Plan) for 2005. These  performance  criteria are based
on revenue growth and profit  margins.  Certain  executives will be paid bonuses
based solely on overall corporate  performance,  while other executives who lead
either  an  enterprise  or  business  unit  will  be  paid  bonuses  based  on a
combination  of  overall  corporate  performance  and  the  performance  of  the
enterprise  or  business  unit  that  they  oversee.  The  application  of these
business-specific criteria is incorporated into an amendment to the Plan adopted
by  the  Committee,   which  is  subject  to  approval  at  The  Charles  Schwab
Corporation's 2005 Annual Meeting of Stockholders on May 19, 2005.

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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:  March 1, 2005                                /s/ Christopher V. Dodds
       -------------------                          ----------------------------
                                                    Christopher V. Dodds
                                                    Executive Vice President and
                                                    Chief Financial Officer

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