SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SIMMONS ROBERT J

(Last)

(First)

(Middle)

C/O E*TRADE FINANCIAL CORPORATION

135 E. 57TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2004

3. Issuer Name and Ticker or Trading Symbol
E TRADE FINANCIAL CORP [ (ET) ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	04/23/2002	05/11/2011	Common Stock⁽²⁾	75,000	$9.175	D
Employee Stock Option (right to buy)	12/31/2001	09/24/2011	Common Stock⁽³⁾	43,750	$5.1	D
Employee Stock Option (right to buy)	09/30/2005	09/24/2011	Common Stock⁽⁴⁾	11,480	$5.1	D
Employee Stock Option (right to buy)	01/02/2003	01/02/2012	Common Stock⁽⁵⁾	4,000	$10.325	D
Employee Stock Option (right to buy)	01/31/2004	01/31/2013	Common Stock⁽⁶⁾	10,000	$4.435	D
Employee Stock Option (right to buy)	03/14/2003	03/14/2013	Common Stock⁽⁷⁾	50,000	$3.8	D
Employee Stock Option (right to buy)	03/14/2004	03/14/2013	Common Stock⁽⁸⁾	50,000	$3.8	D
Employee Stock Option (right to buy)	11/14/2004	11/14/2013	Common Stock⁽⁹⁾	300,000	$10.555	D

Explanation of Responses:

1. Grant of restricted stock issued 11/14/03. Reporting Person's right to retain shares "vests" in full on 11/14/08, provided that Reporting Person remains continuously in service for the entire period. Prior to that time, Reporting Person has no right to retain any shares.

2. Granted 04/23/2001 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments on the anniversary date of the grant.

3. Granted 09/24/2001 from 1996 Stock Incentive Plan, exercisable as follows: 6,250 shares on 12/31/2001 and the remaining shares are exercisable quarterly through 9/30/2003. Initial option grant was for 50,000 shares; 6,250 shares were exercised pursuant to a same day "exercise and sell" on 1/25/2002, leaving a balance of 43,750 options outstanding.

4. Granted 09/24/2001 from 1996 Stock Incentive Plan, exercisable monthly in equal installments through 09/30/2005. Initial option grant was for 15,000 shares; 1,020 shares were exercised pursuant to a same day "exercise and sell" on 1/25/2002, leaving a balance of 11,480 options outstanding.

5. Granted 01/02/2002 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments on the anniversary date of the grant.

6. Granted 01/31/2003 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments on the anniversary date of the grant.

7. Granted 03/14/2003 from 1996 Stock Incentive Plan, with 15,000 shares immediately exercisable and the remainder as follows: 15,000 shares on 06/30/2003 and 20,000 shares on 12/31/2003.

8. Granted 03/14/2003 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments on the anniversary date of the grant.

9. Granted 11/14/2003 from 1996 Incentive Stock Plan , exercisable in four (4) equal installments on the anniversary date of the grant.

	/s/ Russell S. Elmer, as attorney in fact for reporting person	01/02/2004
	** 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 5 (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.