United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
The Charles Schwab Corporation
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
808513-10-5
(CUSIP Number)
Cynthia Holbrook, Assistant Secretary
The Charles Schwab Corporation
101 Montgomery Street
San Francisco, CA 94104
415/627-7533
(Name, Address and Telephone Number of
Person Authorized to Receive
Notices and Communications)
August 12, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ].<PAGE>
808513-10-5 Schedule 13D Page 2 of 6 pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles R. Schwab
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ]
b [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF SHARES 4,398,738
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 30,513,372
9 SOLE DISPOSITIVE POWER
4,398,738
10 SHARED DISPOSITIVE POWER
30,513,372
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
34,912,110
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
14 TYPE OF REPORTING PERSON
IN<PAGE>
808513-10-5 Schedule 13D Page 3 of 6 pages
Item 1. Security and Issuer
Security: Common Stock ($.01 par value)
Issuer: The Charles Schwab Corporation
101 Montgomery Street
San Francisco, CA 94104
Item 2. Identity and Background
a) Charles R. Schwab
b) The Charles Schwab Corporation
101 Montgomery Street
San Francisco, CA 94104
c) Chairman, Chief Executive Officer and Director,
The Charles Schwab Corporation
101 Montgomery Street
San Francisco, CA 94104
d) Inapplicable
e) Inapplicable
f) United States of America
Item 3. Source and Amount of Funds
Inapplicable.
Item 4. Purpose of Transaction
The shares of Common Stock are held for personal investment,
except as noted in Item 5 below.
Item 5. Interest in Securities of Issuer
a) 34,912,110 shares of Common Stock (including 1,137,499
shares which may be acquired within sixty days upon exercise
of options) representing 19.7% of the Common Stock
outstanding.
b) The 34,912,110 shares of Common Stock referred to in
Item 5(a) above consist of (i) 4,398,738 shares of Common
Stock as to which Mr. Schwab has sole voting and dispositive
power (including 245,509 shares held by the Trustee of the
Charles Schwab Profit Sharing and Employee Stock Ownership
Plan and allocated to Mr. Schwab's individual ESOP account;
and 3,482 shares held by Mr. Schwab as custodian for his<PAGE>
808513-10-5 Schedule 13D Page 4 of 6 pages
children); and (ii) 30,513,372 shares of Common Stock as to
which Mr. Schwab has shared voting power and shared
dispositive power (including 1,382,398 shares held by The
Charles and Helen Schwab Foundation, a nonprofit public
benefit corporation as to which Mr. and Mrs. Schwab, as two
of three directors, have shared voting and dispositive power
but disclaim beneficial ownership; 4,320,000 shares held by
Mr. and Mrs. Schwab as trustees of The Charles and Helen
Schwab Living Trust; 1,002,000 shares held by The Charles
and Helen Schwab Family Foundation, a nonprofit public
benefit corporation as to which Mr. and Mrs. Schwab, as two
of three directors, have shared voting and dispositive power
but disclaim beneficial ownership; 22,566,794 shares held
by Mr. and Mrs. Schwab as community property; 21,402 shares
held by Mr. and Mrs. Schwab as joint tenants; and 1,220,778
shares held by Mrs. Schwab).
c) The following transactions in Common Stock were effected by
Mr. Schwab in the sixty days prior to the filing of this
Amendment No. 10:
Date of # of Shares Nature of Price Per Where and
Transaction of Common Stock Transaction Per Share How Effected
8/1/97 83,000 Sale $46.3203 Open Market
8/4/97 42,600 Sale $45.8621 Open Market
8/5/97 56,100 Sale $45.3533 Open Market
8/6/97 41,600 Sale $45.3266 Open Market
8/7/97 55,700 Sale $45.9528 Open Market
8/8/97 22,300 Sale $44.2567 Open Market
8/11/97 31,200 Sale $44.0638 Open Market
8/12/97 17,500 Sale $44.6241 Open Market
d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by Mr.
Schwab, except for The Charles and Helen Schwab Foundation and
The Charles and Helen Schwab Family Foundation, as noted in
Item 5(b) above.
e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of the
Issuer
1. Registration Rights and Stock Restriction Agreement, dated
as of March 31, 1987 between Charles Schwab and
CL Acquisition Corporation requires that share transfers be<PAGE>
808513-10-5 Schedule 13D Page 5 of 6 pages
made in accordance with state and Federal securities laws
and subject to protection of the issuer's rights and further
provides for registration rights in certain circumstances.
2. Non-Qualified Stock Option Agreement, dated as of
September 16, 1992 between The Charles Schwab Corporation
and Charles R. Schwab pursuant to the 1992 Stock Incentive
Plan.
3. On February 25, 1993, Charles R. Schwab and Helen O. Schwab,
grantors of The Charles and Helen Schwab Living Trust (the
"Living Trust"), transferred 4,500,000 shares of Common
Stock into the Living Trust. (This number has been adjusted
for all splits that occurred before September 3, 1996.)
Section 8.2.1 of the Living Trust provides that if neither
Mr. nor Mrs. Schwab is serving as trustee, three designated
individuals will receive a general proxy to vote all shares
of Common Stock held pursuant to the Living Trust.
Item 7. Exhibits
1. Registration Rights and Stock Restriction Agreement, dated
as of March 31, 1987, between Charles R. Schwab and
CL Acquisition Corporation (now named The Charles Schwab
Corporation).*
2. Form of Non-Qualified Stock Option Agreement, dated as of
September 16, 1992, between The Charles Schwab Corporation
and Charles R. Schwab.**
3. Section 8.2.1 of The Charles and Helen Schwab Living
Trust.**
* Incorporated by reference to Exhibit 1 to Amendment No. 8 to
Mr. Schwab's Schedule 13D dated July 31, 1995.
** Incorporated by reference to Exhibits 4 and 5, respectively,
to Amendment No. 5 to Mr. Schwab's Schedule 13D dated May 6,
1994.<PAGE>
808513-10-5 Schedule 13D Page 6 of 6 pages
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: August 22, 1997
/s/ CHARLES R. SCHWAB
____________________________
Charles R. Schwab<PAGE>
