E5-416. Issuer Delisting; Notice of Application of The Charles Schwab Corporation To Withdraw Its Common Stock, $.01 par value, From Listing and Registration on the Pacific Exchange, Inc.; File No. 1-9700

January 28, 2005.

On January 12, 2005, The Charles Schwab Corporation, a Delaware corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its common stock, $.01 par value (“Security”), from listing and registration on the Pacific Exchange, Inc. (“PCX”).

The Board of Directors (“Board”) of the Issuer unanimously approved resolutions on January 20, 2004 to withdraw the Issuer's Security from listing on the PCX. The Issuer stated the following reasons factored into the Board's decision to withdraw the Security from listing on the PCX: (1) The Security is currently traded on the New York Stock Exchange, Inc. (“NYSE”) and The Nasdaq Stock Market; and (2) the low volume of trading in the Security on the PCX does not justify the expense and administrative time associated with remaining listed on the PCX.

The Issuer stated that it has complied with PCX Rule 5.4(b) by complying with all applicable laws in effect in Delaware, in which it is incorporated, and by providing the PCX with the required documents governing the withdrawal of securities from listing and registration on the PCX.

The Issuer's application relates solely to the withdrawal of the Security from listing on the PCX and shall not affect its continued listing on the NYSE or its obligation to be registered under Section 12(b) of the Act.^[3]

Any interested person may, on or before February 22, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of the PCX, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to [e-mail]. Please include the File Number 1-9700 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-9700. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[4]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 1 (b).

4.  17 CFR 200.30-3(a)(1).