Statement of Changes of Beneficial Ownership

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* CITADEL L P	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 __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP LLC, 131 S. DEARBORN STREET, 32ND FL	3. Date of Earliest Transaction (MM/DD/YYYY) 6/18/2009
(Street) CHICAGO, IL 60603 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								47848	D ⁽¹⁾
Common Stock								289145	D ⁽²⁾
Common Stock	6/18/2009		P		45454546	A	$1.10	134266882	D ⁽³⁾
Common Stock	6/18/2009		P		45454545	A	$1.10	45454545	D ⁽⁴⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
CALL OPTION [short]	$1.32	6/18/2009		S/K			1	6/18/2009	6/17/2010	Common Stock	45454545	⁽⁷⁾	1	D ⁽⁵⁾
PUT OPTION [long]	$1.045	6/18/2009		P/K		1		6/18/2009	6/17/2010	Common Stock	45454545	⁽⁷⁾	1	D ⁽⁵⁾
CALL OPTION [long]	$1.32	6/18/2009		P/K		1		6/18/2009	6/17/2010	Common Stock	45454545	⁽⁷⁾	1	D ⁽⁶⁾
PUT OPTION [short]	$1.045	6/18/2009		S/K			1	6/18/2009	6/17/2010	Common Stock	45454545	⁽⁷⁾	1	D ⁽⁶⁾

Explanation of Responses:
( 1)	This security is owned by Citadel Derivatives Trading Ltd.
( 2)	This security is owned by Citadel Derivatives Group LLC.
( 3)	This security is owned by Citadel Equity Fund Ltd. ("CEF").
( 4)	This security is owned by Wingate Capital Ltd. ("Wingate").
( 5)	Wingate and CEF entered into a collar in which Wingate is short an OTC call option and is long an OTC put option. Only one of the options can be in the money on the expiration date, at which time the in-the-money option will be exercised (and settled for cash), and the other option will expire. If neither option is in the money on the expiration date, both options will expire.
( 6)	Wingate and CEF entered into a collar in which CEF is long an OTC call option and is short an OTC put option. Only one of the options can be in the money on the expiration date, at which time the in-the-money option will be exercised (and settled for cash), and the other option will expire. If neither option is in the money on the expiration date, both options will expire.
( 7)	The put and call options comprise a collar entered into between Wingate and CEF. Wingate paid an initial premium of $475,312 for the collar. The initial premium was calculated utilizing a fair market value with respect to the Common Stock of $1.10.

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 the deputized director of the Reporting Persons.

In filing this Form 4 the Reporting Persons are not conceding that the derivative transactions described above are matchable
transactions for Section 16 purposes.

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 Derivatives Group LLC, Citadel Derivatives Trading Ltd. and Citadel Investment Group II, L.L.C.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CITADEL L P C/O CITADEL INVESTMENT GROUP LLC 131 S. DEARBORN STREET, 32ND FL CHICAGO, IL 60603	X	X
CITADEL INVESTMENT GROUP LLC 131 S. DEARBON STREET, 32ND FLOOR CHICAGO, IL 60603	X	X
CITADEL EQUITY FUND LTD C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603	X	X
WINGATE CAPITAL LTD C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBON STREET, 32ND FLOOR CHICAGO, IL 60603	X	X
GRIFFIN KENNETH C C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBON STREET, 32ND FLOOR CHICAGO, IL 60603	X	X

Signatures
/s/ John C. Nagel, Authorized Signatory		6/22/2009
^** 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 control number.

Explanation of Responses

Name:	Citadel Limited Partnership

Address:	Citadel Investment Group, L.L.C. 131 S. Dearborn Street, 32 nd Floor Chicago, Illinois 60603

Issuer and Ticker Symbol:	E*TRADE Financial Corporation [ETFC]

Date of Event Requiring Statement:	6/18/2009

CITADEL LIMITED PARTNERSHIP

By: Citadel Investment Group, L.L.C.,

its General Partner

By: /s/ John C. Nagel

John C. Nagel, Authorized Signatory

JOINT FILER INFORMATION

Name:	Citadel Investment Group, L.L.C.

Address:	131 S. Dearborn Street, 32 nd Floor Chicago, Illinois 60603

Designated Filer:	Citadel Limited Partnership

Issuer and Ticker Symbol:	E*TRADE Financial Corporation [ETFC]

Date of Event Requiring Statement:	6/18/2009

CITADEL INVESTMENT GROUP, L.L.C.

By: /s/ John C. Nagel

John C. Nagel, Authorized Signatory

JOINT FILER INFORMATION

Name:	Citadel Equity Fund Ltd.

Address:	c/o Citadel Investment Group, L.L.C. 131 S. Dearborn Street, 32 nd Floor Chicago, Illinois 60603

Designated Filer:	Citadel Limited Partnership

Issuer and Ticker Symbol:	E*TRADE Financial Corporation [ETFC]

Date of Event Requiring Statement:	6/18/2009

CITADEL EQUITY FUND LTD.

By: Citadel Limited Partnership,

its Portfolio Manager

By: Citadel Investment Group, L.L.C.,

its General Partner

By: /s/ John C. Nagel

John C. Nagel, Authorized Signatory

JOINT FILER INFORMATION

Name:	Wingate Capital Ltd.

Address:	c/o Citadel Investment Group, L.L.C. 131 S. Dearborn Street, 32 nd Floor Chicago, Illinois 60603

Designated Filer:	Citadel Limited Partnership

Issuer and Ticker Symbol:	E*TRADE Financial Corporation [ETFC]

Date of Event Requiring Statement:	6/18/2009

WINGATE CAPITAL LTD.

By: Citadel Limited Partnership,

its Portfolio Manager

By: Citadel Investment Group, L.L.C.,

its General Partner

By: /s/ John C. Nagel

John C. Nagel, Authorized Signatory

JOINT FILER INFORMATION

Name:	Kenneth Griffin

Address:	c/o Citadel Investment Group, L.L.C. 131 S. Dearborn Street, 32 nd Floor Chicago, Illinois 60603

Designated Filer:	Citadel Limited Partnership

Issuer and Ticker Symbol:	E*TRADE Financial Corporation [ETFC]

Date of Event Requiring Statement:	6/18/2009

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.