FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Pottruck, David S.

2. Issuer Name and Ticker or Trading Symbol
The Charles Schwab Corporation ("SCH")

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

President and Co-Chief Executive Officer          

(Last)      (First)     (Middle)

c/o The Charles Schwab Corporation
120 Kearny Street

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

San Francisco, CA 94108

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

3/14/03

A⁽¹⁾

365,498

A

$6.84

440,827.00

D

Common Stock

179,528.63

I

By 401(k)

Common Stock

963,859.68

I

By ESOP

Common Stock

1,315.00

I

By Management Trust

Common Stock

4,181,706.79

I

By Revocable Trust

Common Stock

23,362.00

I

By Spouse

Common Stock

1,315.00

I

By Spouse in Trust

Common Stock

137,198.97

I

By Trust B

Common Stock

137,198.97

I

By Trust C

Common Stock

3,199.96

I

By Trust D

Common Stock

16,281.00

I

GRAT 1

Common Stock

10,065.00

I

GRAT 2

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:

(1) The shares were granted pursuant to the Company's 2001 Stock Incentive Plan and will fully vest on the fifth anniversary of the grant date. However, if certain performance goals are met or exceeded on either the third or fourth anniversary of the grant date, the vesting of the shares will accelerate and the shares will then fully vest.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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