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 * SCHWAB CHARLES R   2. Issuer Name and Ticker or Trading Symbol SCHWAB CHARLES CORP [SCHW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O THE CHARLES SCHWAB CORPORATION, 120 KEARNY STREET 3. Date of Earliest Transaction (Month/Day/Year) 08/15/2007 (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 08/15/2007   S(3)   486,984 D $ 20.5 5,470,511 (1) D   Common Stock 08/15/2007   S(3)   209,671 D $ 20.5 2,355,329 I by Family Limited Partnership (2) Common Stock 08/15/2007   S(3)   12,226,556 D $ 20.5 137,346,302 I by Trust Common Stock 08/15/2007   S(3)   3,503,017 D $ 20.5 39,350,941 I by LLC Common Stock 08/15/2007   S(3)   640,985 D $ 20.5 7,200,465 I by Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
SCHWAB CHARLES R C/O THE CHARLES SCHWAB CORPORATION 120 KEARNY STREET SAN FRANCISCO, CA 94108	X	X	Chairman and CEO

Signatures

Jane E. Fry, Attorney-in-fact		08/16/2007
**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)	As of the date of this report, in addition to the shares reported in Table I, the reporting person had an indirect beneficial ownership interest in 1,725,642 shares held by an ESOP.
(2)	The reporting person included shares held in his family limited partnership as owned directly in prior filings.
(3)	The sales were made pursuant to a Stock Purchase Agreement dated July 2, 2007. In connection with the company's plan to repurchase shares of its common stock through a modified "Dutch Auction" tender offer (the "Tender Offer"), the company entered into the Stock Purchase Agreement with Mr. Schwab and with certain additional stockholders whose shares Mr. Schwab is deemed to beneficially own. Under the Stock Purchase Agreement, Mr. Schwab and the other stockholders agreed not to participate in the Tender Offer, and instead, agreed to sell and the company agreed to purchase, after completion of the Tender Offer, a number of shares that would result in Mr. Schwab maintaining the same beneficial ownership interest in the company's outstanding common stock as before the Tender Offer (excluding outstanding options to acquire stock).

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