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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8 )*
THE CHARLES SCHWAB CORPORATION
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(Name of Issuer)
COMMON STOCK ($0.01 par value)
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(Title of Class of Securities)
808513 10 5
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 5
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CUSIP NO. 808513 10 5 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Schwab Profit Sharing and Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California, USA
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5 SOLE VOTING POWER 0
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6 SHARED VOTING POWER As of December 31, 1997, 23,123,837
shares of the Common Stock, each of which carries one
vote per share. Under the terms of the Plan, the Plan
participants are entitled to instruct how to vote shares
allocated to their accounts. In accordance with the
terms of the Plan, the Purchasing Agent votes the
NUMBER OF unallocated shares and allocated shares for which no
SHARES instructions are received in the same proportion as the
BENEFICIALLY participants' instructions with respect to the allocated
OWNED BY shares.
EACH -----------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER As of December 31, 1997,
23,123,837 shares of Common Stock, each of which carries
one vote per share. Under the terms of the Plan, Plan
participants are entitled to direct the disposition of
shares allocated to their accounts. In accordance with
the terms of the Plan, the Purchasing Agent directs the
disposition of the unallocated shares in the same
proportion as the participants' instructions with respect
to the allocated shares, subject to the obligation to
determine that directing the disposition of the shares in
such manner is consistent with the fiduciary
responsibilities under ERISA.
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,123,837
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
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SCHEDULE 13G
Item 1(a) - Name of Issuer: The Charles Schwab Corporation
Item 1(b) - Address of Issuer's Principal Executive Offices:
101 Montgomery Street, San Francisco, CA 94104
Item 2(a) - Name of Person Filing: Charles Schwab Profit Sharing and
Employee Stock Ownership Plan
Item 2(b) - Address of Principal Business Office:
101 Montgomery Street, San Francisco, CA 94014
Item 2(c) - Citizenship:
The Trust is organized under the laws of the United States;
its offices are located in the State of California.
Item 2(d) - Title of Class of Securities:
The Charles Schwab Corporation Common Stock
Item 2(e) - CUSIP Number: 808513 10 5
Item 3 - If this statement is filed pursuant to Rules 13d-1(b), of
13d-2(b), check whether the person filing is a:
(f) x Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974
Item 4 - Ownership:
(a) Amount of Beneficially Owned: As of December 31, 1997,
23,123,837 shares of the Common Stock, which carries one vote per
share
(b) Percent of Class: 8.6% (Rounded to nearest tenth)
(c) Number of shares as to which such person has:
(i) Sole Power to Vote or to Direct the Vote: 0
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Page 4 of 5 Pages
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(ii) Shared Voting Power: As of December 31, 1997, 23,123,837
shares of the Common Stock, each of which carries one vote
per share. Under the terms of the Plan, the Plan
participants are entitled to instruct how to vote shares
allocated to their accounts. In accordance with the terms
of the Plan, the Purchasing Agent votes the unallocated
shares and allocated shares for which no instructions are
received in the same proportion as the participants'
instructions with respect to the allocated shares.
(iii) Sole Power to Dispose or to Direct the Disposition: 0
(iv) Shared Dispositive Power: As of December 31, 1997,
23,123,837 shares of Common Stock, each of which carries
one vote per share. Under the terms of the Plan, Plan
participants are entitled to direct the disposition of
shares allocated to their accounts. In accordance with
the terms of the Plan, the Purchasing Agent directs the
disposition of the unallocated shares in the same
proportion as the participants' instructions with respect
to the allocated shares, subject to the obligation to
determine that directing the disposition of the shares in
such manner is consistent with the fiduciary
responsibilities under ERISA.
Item 5 - Ownership of Five Percent or Less of a Class: Not Applicable
Item 6 - Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7 - Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: Not Applicable
Item 8 - Identification and Classification of Members of the Group: Not
Applicable
Item 9 - Notice of Dissolution of Group: Not Applicable
Item 10 - Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
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Page 5 of 5 Pages
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SIGNATURE
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.
The filing of this statement shall not be construed as an admission that such
person named in Item 2(a) is, for the purposes of Section 13(d), or 13(g) of the
Securities Exchange Act or any other section of such Act, the beneficial owner
of any securities covered by the statement.
Charles Schwab Profit Sharing
and Employee Stock Ownership Plan
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Date Luis E. Valencia, Chairman
Administrative Committee
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Date Evelyn S. Dilsaver
Administrative Committee
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Date Wayne W. Fieldsa
Administrative Committee
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Date Thomas N. Lawrie,
Administrative Committee
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Date Susanne D. Lyons,
Administrative Committee
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Date Thomas W. Matchett, Jr.,
Administrative Committee
