Form 3

FORM 3

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

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INITIAL STATEMENT OF 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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Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

McLeod, Mary S.

2. Date of Event
Requiring Statement
Month/Day/Year
January 1, 2003

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

(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)

 

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

Executive Vice President - Human Resources        

6. If Amendment,
Date of Original
(Month/Day/Year)
 

(Street)

San Francisco, CA 94108

7. 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 Beneficially Owned

1. Title of Security
(Instr. 4)

2. Amount of
Securities
Beneficially
Owned
(Instr. 4)

3. Ownership Form:
Direct (D)
or Indirect (I)
(Instr. 5)

4. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Common Stock

25,000.00

D

 
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FORM 3 (continued)

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 4)

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

3. Title and Amount of Securities
Underlying Derivative Security
(Instr. 4)

4. Conversion or
Exercise Price of
Derivative Security

5. Ownership Form
of Derivative
Security:
Direct (D)
or Indirect (I)
(Instr. 5)

6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date
Exercisable

Expiration
Date

Title          

Amount or
Number of
Shares

Incentive Stock Option (right to buy)

7/16/03(1)

7/16/12

Common Stock

1,728.00

$10.4700

D

 

Incentive Stock Option (right to buy)

2/27/03(1)

2/27/12

Common Stock

6,250.00

$13.1100

D

 

Incentive Stock Option (right to buy)

10/25/02(1)

10/25/11

Common Stock

29,648.00

$13.4900

D

 

Non-Qualified Stock Option (right to buy)

11/8/04(2)

11/8/12

Common Stock

125,000.00

$9.7100

D

 

Non-Qualified Stock Option (right to buy)

7/16/03(1)

7/16/12

Common Stock

23,272.00

$10.4700

D

 

Non-Qualified Stock Option (right to buy)

2/27/03(1)

2/27/12

Common Stock

18,750.00

$13.1100

D

 

Non-Qualified Stock Option (right to buy)

10/25/02(1)

10/25/11

Common Stock

45,352.00

$13.4900

D

 

Explanation of Responses:

(1) The options were granted pursuant to the Company's 1992 Stock Incentive Plan and/or 2001 Stock Incentive Plan and vest in four equal installments beginning on the first anniversary of the date of grant.
(2) The options were granted pursuant to the Company's 1992 Stock Incentive Plan and/or 2001 Stock Incentive Plan and vest 25% on each of the second and third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant.
  By: /s/ Mary S. McLeod
             Mary S. McLeod
**Signature of Reporting Person		 1/9/03
Date

**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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