Ownership Submission
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 *
Dwyer Carrie E
  2. Issuer Name and Ticker or Trading Symbol
SCHWAB CHARLES CORP [SCHW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and General Counsel
(Last)
(First)
(Middle)
C/O THE CHARLES SCHWAB CORPORATION, 120 KEARNY STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2008
(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 02/15/2008   S(1)   100 D $ 20.2025 298,633 D  
Common Stock 02/15/2008   S   300 D $ 20.21 298,333 D  
Common Stock 02/15/2008   S   500 D $ 20.22 297,833 D  
Common Stock 02/15/2008   S   300 D $ 20.23 297,533 D  
Common Stock 02/15/2008   S   285 D $ 20.24 297,248 D  
Common Stock 02/15/2008   S   100 D $ 20.25 297,148 D  
Common Stock 02/15/2008   S   33 D $ 20.255 297,115 D  
Common Stock 02/15/2008   S   367 D $ 20.26 296,748 D  
Common Stock 02/15/2008   S   215 D $ 20.27 296,533 D  
Common Stock 02/15/2008   S   100 D $ 20.28 296,433 D  
Common Stock 02/15/2008   S   300 D $ 20.29 296,133 D  
Common Stock 02/15/2008   S   100 D $ 20.295 296,033 D  
Common Stock 02/15/2008   S   300 D $ 20.3 295,733 D  
Common Stock 02/15/2008   S   900 D $ 20.32 294,833 D  
Common Stock 02/15/2008   S   100 D $ 20.33 294,733 D  
Common Stock 02/15/2008   S   100 D $ 20.34 294,633 D  
Common Stock 02/15/2008   S   300 D $ 20.35 294,333 D  
Common Stock 02/15/2008   S   100 D $ 20.36 294,233 D  
Common Stock 02/15/2008   S   100 D $ 20.37 294,133 (2) 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dwyer Carrie E
C/O THE CHARLES SCHWAB CORPORATION
120 KEARNY STREET
SAN FRANCISCO, CA 94108
      EVP and General Counsel  

Signatures

 Carrie E. Dwyer   02/19/2008
**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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 28, 2007.
(2) As of the date of this report, the reporting person also had an indirect beneficial ownership interest in 5,705 shares held in a trust for her daughter, 5,705 shares held in a trust for her son, and 1,129 shares held by an ESOP.

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