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                                                CONFIDENTIAL TREATMENT REQUESTED
                                               BY THE CHARLES SCHWAB CORPORATION
                                                          UNDER 17 C.F.R. 200.83

April 28, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 4-8
Washington, D.C.  20549

Attention:        Mr. Paul Cline, Senior Accountant
                  Ms. Rebekah Moore, Staff Accountant

Re:      The Charles Schwab Corporation
         Form 10-K filed on March 2, 2005
         Commission File No.  001-9700

Ladies and Gentlemen:

We have set forth  below the  response of The Charles  Schwab  Corporation  (the
Company) to the comments in the letter from Mr. Paul Cline to Mr. Christopher V.
Dodds dated April 14, 2005 with respect to the above referenced periodic report.
For your  convenience,  we have  repeated  the  comments in italics  immediately
before the  response.  The Company is requesting  confidential  treatment of the
redacted  portions of this letter (indicated by asterisks) in a separate letter
to the Freedom of Information Act Officer.

Consolidated Financial Statements
---------------------------------
Note 5. Discontinued Operations - page 41
-----------------------------------------
1.   Please  supplementally  tell us,  and  revise  your  document  to include a
     disclosure of the specific  factors you considered in determining  that the
     expected cash flows  generated  from the contract with UBS are not material
     direct cash flows of the disposed  component.  In addition,  supplementally
     tell  us the  following  related  to the  contract,  and  explain  how  you
     considered each factor in determining  that the contract did not constitute
     significant continuing involvement in the disposed component:
     o The significance of the contract or arrangement to the overall operations
       of the disposed component
     o The extent to which you are  involved in the  operations  of the disposed
       component
     o The rights conveyed to each party by the contract
     o The pricing terms of the contract or arrangement.
     Refer to paragraph 42 of SFAS 144 and EITF 03-13.

The  Company  considered  paragraph  42 of  Statement  144,  Accounting  for the
Impairment or Disposal of Long-Lived Assets, and Staff Accounting Bulletin topic
5-E, Accounting for Divestiture of a Subsidiary or Other Business Operation,  in
determining that the relevant  criteria were met for the purposes of classifying
the results of operations  of its capital  markets  businesses  as  discontinued
operations as of September 30, 2004. We also considered the EITF Working Group's
ongoing  deliberations of EITF 03-13, Applying the Conditions in Paragraph 42 of
FASB Statement No. 144 in Determining Whether to Report Discontinued Operations,
through  September  30,  2004.  We note that the final  EITF  consensus  was not
ratified by the Financial Accounting Standards Board until November 30, 2004 and
that the  consensus  of EITF 03-13 is not  required  to be applied to  disposals
until fiscal periods beginning after December 15, 2004. Nevertheless, we believe
the Company's  accounting  conclusion  is  consistent  with the final EITF 03-13
consensus for the following reasons: the Company's continuing cash flows related
to the

                                                                      CTR 000071

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED
                                               BY THE CHARLES SCHWAB CORPORATION
                                                          UNDER 17 C.F.R. 200.83

Securities and Exchange Commission
April 28, 2005
Page 2 of 7

capital markets business are considered  insignificant and the Company will have
no significant  continuing  involvement in the operations of the capital markets
business.

A  description  of the  relevant  terms of the sale  transaction  and the  order
routing and execution services agreements with UBS relevant to this analysis are
summarized below, followed by the Company's evaluation pursuant to EITF 03-13.

Background

On August 31, 2004, The Charles Schwab Corporation (the Company), along with its
indirect  subsidiaries  CS Capital  Markets & Co. and Schwab  Associates  & Co.,
entered into an agreement  (Purchase  Agreement) with UBS Securities LLC and UBS
Americas Inc.  pursuant to which the Company agreed to sell its capital  markets
business  for  $265 million  in  cash.  Concurrently  with the  closing  of that
transaction  on  October 29,  2004,  the Company and Charles  Schwab & Co., Inc.
(Schwab)  entered into order routing and execution  services  agreements  (Order
Routing  Agreements)  with UBS Securities  LLC and Schwab  Capital  Markets L.P.
(together,  UBS) for the handling of Schwab's  equity and listed  options  order
flow. Either Schwab or UBS may terminate either of the Order Routing  Agreements
for material  breach by the other and in the event of certain changes in control
of UBS. If the Order Routing  Agreements were terminated,  or UBS is not meeting
minimum service levels or is otherwise unable to provide execution services, the
Company would direct its order flow to other market centers for execution  since
the Company has eliminated its execution  capabilities  by virtue of selling and
exiting its capital markets businesses.

Order Routing
-------------

Pursuant  to the  Order  Routing  Agreements,  Schwab  has  committed  to  route
substantially  all of the orders in equity  securities and listed options to UBS
for order  handling and  execution  for a term of eight  years.  The Company has
deferred $28 million of the purchase price,  representing  the fair value of the
Order Routing  Agreements,  to be recognized as revenue over the eight-year term
of the  agreements.  Certain  orders are excluded from these  agreements and are
therefore  directed to other market centers for execution,  including orders for
the accounts of CyberTrader,  Inc.(R) and affiliates of U.S. Trust  Corporation,
and certain  orders for clients of Schwab  Institutional,  through  which Schwab
provides  custody,  trading  and  support  services  to  independent  investment
advisors.  These  excluded  orders  were  generally  not  handled by the capital
markets business prior to the sale and the Company does not receive compensation
from market-makers for these orders.

Generally,  UBS will execute  equity orders  without  commission or a commission
equivalent   and   without   pass-through   of   third-party   charges.    Under
certain circumstances,  charges  may apply  for the  execution  of  orders  that
require special handling or entail additional costs, as follows:

1.  ***

                                                                      CTR 000072

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED
                                               BY THE CHARLES SCHWAB CORPORATION
                                                          UNDER 17 C.F.R. 200.83

Securities and Exchange Commission
April 28, 2005
Page 3 of 7

2.  ***

Liquidated damages
------------------

The Order Routing  Agreements  provide for liquidated damages if Schwab breaches
its commitments to route specified orders through UBS. Schwab has the ability to
direct the order flow in accordance with the contractual terms of the agreements
and does not  anticipate  defaulting  on these  agreements.  Therefore,  we have
assumed no cash outflow for liquidated damages.

Transition services
-------------------

Pursuant to the Purchase  Agreement,  Schwab will provide  customary  transition
services  to UBS during a short  period (now  expected to end by December  2005,
although  originally  anticipated  to be a  shorter  period of time) to ensure a
smooth  transfer of the capital  markets  business  and will be  reimbursed  for
actual costs  incurred.  These  reimbursements  of costs relate  principally  to
transition  staffing and  facilities  charges.  The gross cash flows  related to
these  costs are  expected  to total less than 1% of the total  annualized  2004
expenses for the capital markets  business,  with the amounts  diminishing  over
approximately 12 months as the transition activities are completed. Amounts paid
by the Company to third parties on behalf of UBS during the  transition  period,
principally SEC fees and commission, clearance and floor brokerage fees, will be
passed through to UBS. ***

Service level standards
-----------------------

The Order Routing  Agreements  stipulate  minimum  service  level  standards for
execution of trades as well as operations and technology service levels. ***

                                                                      CTR 000073

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED
                                               BY THE CHARLES SCHWAB CORPORATION
                                                          UNDER 17 C.F.R. 200.83

Securities and Exchange Commission
April 28, 2005
Page 4 of 7

          1. Any changes to service levels are subject to mutual agreement.
          2. A  joint  advisory  committee  was  established  as  a   forum  for
             discussion regarding routing and execution practices and resolution
             of disputes. However, the committee does not have authority to bind
             either party.

***

In addition,  each of the Order Routing  Agreements  provides dispute resolution
procedures for addressing  disputes relating to the placement or execution of an
order. The contracts provide for mutual good-faith  efforts to resolve disputes,
and neither party has unilateral authority to impose a final determination.

EITF 03-13 Evaluation:

This section is formatted to mirror the examples of the  application of the EITF
consensus on Issue 03-13 shown in Exhibit 03-13B to the consensus.  The analysis
is summarized as follows:
          1. ***
          2. The $28 million  deferred  revenue  assigned  to the Order  Routing
             Agreements for accounting  purposes does not represent a continuing
             cash flow.  If this amount were  considered a prepayment  for order
             flow, the implied annual expense is not  significant  and therefore
             it would not be considered a direct cash flow.
          3. UBS will reimburse the Company for services  provided to UBS during
             a short transition period. This is not considered a continuation of
             activities and is therefore not considered a direct cash flow.
          4. ***  This  is  neither  a  revenue-producing   nor  cost-generating
             activity to the Company and is  therefore  not  considered a direct
             cash flow.
          5. The Company  does not have the ability to  significantly  influence
             the operating and (or)  financial  policies of the capital  markets
             business.

Step 1: Are continuing cash flows expected to be generated by the Company?
-------------------------------------------------------------------------

Yes.  Continuing  cash flows are being generated by the Company in the following
ways:
          1. Fees paid to UBS's capital markets business related to ***.
          2. Reimbursement  of Company  expenses  for  services  provided to UBS
             during a short transition period.

Pursuant to EITF 03-13,  continuing cash flows are cash inflows or outflows that
are  generated  by the ongoing  entity (the  Company)  and are  associated  with
activities involving a disposed component (the capital markets business).  Based
upon this  definition,  the cash  flows  related  to items 1 and 2,  above,  are
considered continuing cash flows.

                                                                      CTR 000074

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED
                                               BY THE CHARLES SCHWAB CORPORATION
                                                          UNDER 17 C.F.R. 200.83

Securities and Exchange Commission
April 28, 2005
Page 5 of 7

However,  the  $28  million  deferred  revenue  assigned  to the  Order  Routing
Agreements  for  accounting  purposes does not represent a continuing  cash flow
because the purchase price for the capital markets  business was paid in full at
the closing of the sale.  Even if this amount were  considered a prepayment  for
order flow, the implied annual expense to the capital markets  business would be
$3.4 million, representing approximately 1% of the total annualized 2004 capital
markets expenses.

***

Step 2: Do the continuing  cash flows result from a migration or continuation of
--------------------------------------------------------------------------------
activities?
----------

Yes. The Company will pay fees related to ***.  These fees  represent an expense
to the Company and are  considered a continuation  of activities,  as defined in
the next paragraph.  However,  the reimbursement of Company costs for transition
services is not considered a continuation of activities.

Pursuant to EITF 03-13, continuation of activities refers to the continuation of
any  revenue-producing  or  cost-generating  activity through active involvement
with the disposed component (i.e., the capital markets business).  The intention
of the criterion in paragraph 42(a) [of Statement 144] is to determine  whether,
in  substance,   the  ongoing  entity  continues  either  the  revenue-producing
activities or the cost-generating activities of the disposed component after the
disposal  transaction.  The  reimbursement  of transition  services costs is not
considered a continuation of activities because it is a passive activity that is
neither revenue-producing nor cost-generating to the Company.

Pursuant to EITF 03-13,  migration  refers to the ongoing  entity (the  Company)
generating  revenues or incurring  expenses from the sale of similar products or
services to specific customers of the disposed  component.  The cash inflows and
outflows  related to the unique  activities of the capital markets business have
been  eliminated for the Company,  including  commissions  earned on trades from
institutional  clients,  principal transaction revenues on OTC listed and NASDAQ
market-making  operations,  commission  expense and  floor-brokerage  expense on
institutional  client  trading  activity,   and  compensation  and  benefits  to
institutional business employees. Therefore, there will be no "migration" of the
capital market business' revenues to the Company or Schwab following the sale.

                                                                      CTR 000075

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED
                                               BY THE CHARLES SCHWAB CORPORATION
                                                          UNDER 17 C.F.R. 200.83

Securities and Exchange Commission
April 28, 2005
Page 6 of 7

Step 3: Are the continuing cash flows significant?
-------------------------------------------------

No.  ***

Step 4: Does Schwab have significant continuing involvement in the operations of
--------------------------------------------------------------------------------
the capital markets business?
----------------------------

No. The Order Routing Agreements do not result in the Company having the ability
to  significantly  influence the operating  and (or)  financial  policies of the
capital markets business of UBS after the sale based on the following:
          1. The Order Routing Agreements are not significant. The fair value of
             the agreements was determined to be approximately $28 million. Over