FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CITADEL L P (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP LLC, 131 S. DEARBORN STREET, 32ND FL (Street) CHICAGO IL 60603 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol E TRADE FINANCIAL CORP [ETFC]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/05/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership 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								47,848	D (1)
Common Stock								289,145	D (2)
Common Stock								45,454,545	D (3)
Common Stock	10/05/2009		S		8,060,172	D	$ 1.73	112,310,535	D (4)
Common Stock	10/06/2009		M		8,059,961	A	$ 1.034	120,370,496	D (4)
Common Stock	10/06/2009		S		4,999,996	D	$ 1.73	115,370,500	D (4)
Common Stock	10/07/2009		M		50,000,000	A	$ 1.034	165,370,500	D (4)
Common Stock	10/07/2009		S		45,000,011	D	$ 1.71	120,370,489	D (4)

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. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

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

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

8. Price of Derivative Security (Instr. 5)

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

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Convertible Debentures due 2019

$ 1.034

10/06/2009

M

8,334,000

08/25/2009

08/25/2019

Common Stock

8,059,961

(5)

878,610,000

D (4)

Class A Convertible Debentures due 2019

$ 1.034

10/07/2009

M

51,700,000

08/25/2009

08/25/2019

Common Stock

50,000,000

(5)

826,910,000

D (4)

1. Name and Address of Reporting Person* CITADEL L P (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP LLC, 131 S. DEARBORN STREET, 32ND FL (Street) CHICAGO IL 60603 (City) (State) (Zip)

1. Name and Address of Reporting Person* CITADEL INVESTMENT GROUP LLC (Last) (First) (Middle) 131 S. DEARBON STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip)

1. Name and Address of Reporting Person* CITADEL EQUITY FUND LTD (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C., 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip)

1. Name and Address of Reporting Person* WINGATE CAPITAL LTD (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C., 131 S. DEARBON STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip)

1. Name and Address of Reporting Person* GRIFFIN KENNETH C (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP II, L.L.C., 131 S. DEARBON STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip)

Explanation of Responses:

1. This security is owned by Citadel Derivatives Trading Ltd.

2. This security is owned by Citadel Securities LLC.

3. This security is owned by Wingate Capital Ltd.

4. This security is owned by Citadel Equity Fund Ltd. The price reported in Table I, Column 4 is the weighted average sale price of the shares sold on each day. The range of sale prices on 10/05/2009 was between $1.70 and $1.75 per share. The range of sale prices on 10/06/2009 was between $1.70 and $1.76 per share. The range of sale prices on 10/07/2009 was between $1.68 and $1.74 per share. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Persons will supply the full information regarding the number of shares sold at each separate price.

5. The Class A Debentures were acquired from the Issuer in exchange for certain non-convertible 12.5% springing lien notes due 2017 and non-convertible 8% senior notes due 2011 on August 25, 2009 following approval of such transaction by the Board of Directors and stockholders of the Issuer.

Remarks: Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. Mr. Griffin serves as a director of the Issuer deputized by the Reporting Persons. The Reporting Persons are addressing with the Issuer the application of Section 16(b) of the Securities Exchange Act of 1934, as amended, to the transactions reflected on this Form 4 and prior non-exempt transactions, if any. A Form 4 is limited to a maximum of ten reporting persons. As a result, this Form 4 is one of two filed today reporting on the same securities by the following eleven joint filers: Citadel Limited Partnership, Citadel Investment Group, L.L.C., Citadel Equity Fund Ltd., Wingate Capital Ltd., Kenneth C. Griffin, Citadel Advisors LLC, Citadel Holdings I LP, Citadel Holdings II LP, Citadel Securities LLC, Citadel Derivatives Trading Ltd. and Citadel Investment Group II, L.L.C.

	/s/ John C. Nagel, Authorized Signatory	10/07/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-99.1

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JOINT FILER INFORMATION

Name:	Kenneth Griffin
Address:	c/o Citadel Investment Group, L.L.C. 131 S. Dearborn Street, 32nd Floor Chicago, Illinois 60603
Designated Filer:	Citadel Limited Partnership
Issuer and Ticker Symbol:	E*TRADE Financial Corporation [ETFC]
Date of Event Requiring Statement:	10/5/2009

KENNETH GRIFFIN

By: /s/ John C. Nagel                          

John C. Nagel, attorney-in-fact*

 

* John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.

 

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