FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * WILSON ROBERT N   2. Issuer Name and Ticker or Trading Symbol SCHWAB CHARLES CORP [SCH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE CHARLES SCHWAB CORPORATION, 120 KEARNY STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/19/2005 (Street) SAN FRANCISCO, CA 94108 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/19/2005   A   2,640 (1) A $ 0 77,681 D   Common Stock 05/19/2005   A   2,620 (2) A $ 0 80,301 (3) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Options (right to buy)

$ 11.58

05/19/2005

A

2,900 (4)

05/19/2005

05/19/2015

Common Stock

2,900

$ 0

2,900

D

Non-Qualified Stock Options (right to buy)

$ 11.58

05/19/2005

A

3,050 (5)

05/19/2005

05/19/2015

Common Stock

3,050

$ 0

3,050

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WILSON ROBERT N C/O THE CHARLES SCHWAB CORPORATION 120 KEARNY STREET SAN FRANCISCO, CA 94108	X

Signatures

Gwendolyn M. Ely, Attorney-in-fact		05/20/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The shares were granted under the Company's 2004 Stock Incentive Plan and vest 50% on May 19, 2005 and 50% on the first anniversary of the date of grant.
(2)	The shares were granted under the Company's 2004 Stock Incentive Plan and vest 25% on May 19, 2005, 25% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant.
(3)	The reporting person also has an indirect beneficial ownership interest in 1,300 shares held by his spouse as custodian.
(4)	The options were granted under the Company's 2004 Stock Incentive Plan and vest 50% on May 19, 2005 and 50% on the first anniversary of the date of grant.
(5)	The options were granted under the Company's 2004 Stock Incentive Plan and vest 25% on May 19, 2005, 25% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant.

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