SEC Form 4

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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/18/2009
	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	06/18/2009		P		45,454,546	A	$1.1	134,266,882	D(3)
Common Stock	06/18/2009		P		45,454,545	A	$1.1	45,454,545	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 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: 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
CALL OPTION [short]	$1.32	06/18/2009		S/K			1	06/18/2009	06/17/2010	Common Stock	45,454,545	(7)	1	D(5)
PUT OPTION [long]	$1.045	06/18/2009		P/K		1		06/18/2009	06/17/2010	Common Stock	45,454,545	(7)	1	D(5)
CALL OPTION [long]	$1.32	06/18/2009		P/K		1		06/18/2009	06/17/2010	Common Stock	45,454,545	(7)	1	D(6)
PUT OPTION [short]	$1.045	06/18/2009		S/K			1	06/18/2009	06/17/2010	Common Stock	45,454,545	(7)	1	D(6)

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

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

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

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

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

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.

	/s/ John C. Nagel, Authorized Signatory	06/22/2009
	** Signature of Reporting Person	Date
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