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 ADVISORS LLC (Last) (First) (Middle) C/O CITADEL LLC 131 S. DEARBORN STREET, 32ND FLOOR (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) 02/28/2011
	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								4,784	D(1)
Common Stock								24,754	D(2)
Common Stock	02/28/2011		M		20,927,947	A	$10.34	24,520,467	D(3)

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
Class A Convertible Debentures due 2019	$10.34	02/28/2011		M			$216,395,000	08/25/2009	08/25/2019	Common Stock	20,927,947	(4)	$314,067,000	D(3)

1. Name and Address of Reporting Person* CITADEL ADVISORS LLC (Last) (First) (Middle) C/O CITADEL LLC 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL HOLDINGS I LP (Last) (First) (Middle) C/O CITADEL LLC 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL HOLDINGS II LP (Last) (First) (Middle) C/O CITADEL LLC 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL SECURITIES LLC (Last) (First) (Middle) C/O CITADEL LLC 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL DERIVATIVES TRADING LTD (Last) (First) (Middle) C/O CITADEL LLC 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL INVESTMENT GROUP II, L.L.C. (Last) (First) (Middle) C/O CITADEL LLC 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 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 LLC 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 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 LLC 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 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 Securities LLC.

3. This security is owned by Citadel Equity Fund Ltd. ("CEF").

4. The Class A Debentures were converted into Common Stock of the Issuer in accordance with the terms of the indenture governing such Debentures.

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.

	/s/ John C. Nagel, Authorized Signatory	03/01/2011
	** 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).
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