SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.    11   )*

E*TRADE Financial Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

269246104

(CUSIP Number)

Adam C. Cooper

Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 10, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  £

Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.  The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  269246104 Page 2 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent1
14	TYPE OF REPORTING PERSON PN, HC

___________________

1           See Item 5 below.

CUSIP No.  269246104 Page 3 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Investment Group, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent2
14	TYPE OF REPORTING PERSON OO, HC

___________________

2           See Item 5 below.

CUSIP No.  269246104 Page 4 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Kenneth Griffin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  £
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent3
14	TYPE OF REPORTING PERSON IN, HC

___________________ 

3           See Item 5 below.

CUSIP No.  269246104 Page 5 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Equity Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent4
14	TYPE OF REPORTING PERSON CO

___________________ 

4           See Item 5 below.

CUSIP No.  269246104 Page 6 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Securities LLC (f/k/a Citadel Derivatives Group LLC)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S                                                                                                                                                                            (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent5
14	TYPE OF REPORTING PERSON OO, BD

___________________ 

5           See Item 5 below.

CUSIP No.  269246104 Page 7 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Derivatives Trading Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S  (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent6
14	TYPE OF REPORTING PERSON CO

___________________ 

6           See Item 5 below.

CUSIP No.  269246104 Page 8 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent7
14	TYPE OF REPORTING PERSON OO, HC

___________________

7           See Item 5 below.

CUSIP No.  269246104 Page 9 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Wingate Capital Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent8
14	TYPE OF REPORTING PERSON CO

___________________ 

8           See Item 5 below.

CUSIP No.  269246104 Page 10 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Holdings I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent9
14	TYPE OF REPORTING PERSON PN, HC

___________________ 

9           See Item 5 below.

CUSIP No.  269246104 Page 11 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Holdings II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent10
14	TYPE OF REPORTING PERSON PN, HC

___________________ 

10           See Item 5 below.

CUSIP No.  269246104 Page 12 of 17 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Investment Group II, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 166,183,569 shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9 percent11
14	TYPE OF REPORTING PERSON OO, HC

___________________ 

11           See Item 5 below.

CUSIP No.  269246104 Page 13 of 17 Pages

ITEM 1.                  SECURITY AND ISSUER

This Amendment No. 11 amends the Schedule 13D filed on December 17, 2007 (the "Original Filing") by Citadel Limited Partnership ("CLP"), Citadel Investment Group, L.L.C. ("CIG"), Kenneth Griffin ("Griffin"), Citadel Equity Fund Ltd. ("CEF"), Citadel Securities LLC (f/k/a Citadel Derivatives Group LLC ("CDG")), Citadel Derivatives Trading Ltd. ("CDT"), Wingate Capital Ltd. ("Wingate"), and Citadel AC Investments Ltd. ("CAC") relating to the Common Stock, $0.01 par value, of E*TRADE Financial Corporation, as amended by Amendment No. 1 to Schedule 13D filed on January 18, 2008 ("Amendment No. 1"), Amendment No. 2 to Schedule 13D filed on February 27, 2008 ("Amendment No. 2"), Amendment No. 3 to Schedule 13D filed on March 10, 2008 ("Amendment No. 3"), Amendment No. 4 to Schedule 13D filed on April 1, 2008 ("Amendment No. 4"), Amendment No. 5 to Schedule 13D filed on April 4, 2008 ("Amendment No. 5"), Amendment No. 6 to Schedule 13D filed on May 6, 2008 ("Amendment No. 6"), Amendment No. 7 to Schedule 13D filed on May 14, 2008 ("Amendment No. 7"), Amendment No. 8 to Schedule 13D filed on May 27, 2008 ("Amendment No. 8"), Amendment No. 9 to Schedule 13D filed on June 10, 2009 ("Amendment No. 9") and Amendment No. 10 to Schedule 13D filed on June 22, 2009 (“Amendment No. 10” and, together with the Original Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9, the "Prior Filing") by CLP, CIG, Griffin, CEF, CDG, CDT, CAC, Citadel Advisors LLC ("Citadel Advisors"), Citadel Holdings I LP ("CH-I"), Citadel Holdings II LP ("CH-II"), and Citadel Investment Group II, L.L.C. ("CIG-II"). Capitalized terms not defined herein shall have the meaning given to them in the Prior Filing.

ITEM 2.                  IDENTITY AND BACKGROUND

Item 2 of the Prior Filing is amended by deleting the first paragraph and substituting in its place the following:

The persons filing this Amendment No. 11 are CLP, CIG, Griffin, CEF, Wingate, CDG, CDT, Citadel Advisors, CH-I, CH-II and CIG-II. For purposes of this Amendment No. 11, CLP, CIG, Griffin, CEF, Wingate, CDG, CDT, Capital Advisors, CH-I, CH-II and CIG-II constitute the "Reporting Persons".12

ITEM 3.                  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Prior Filing is amended by inserting the following after the eleventh paragraph:

___________________ 

12           For purposes of the Original Filing, CIG, Griffin, CEF, CDG, CDT, CAC and Wingate constituted the "Reporting Persons". As described in Item 6 of the Prior Filing, Wingate assigned all of its Common Stock and all of its rights to acquire Common Stock to CAC. As a result, Wingate ceased being the beneficial owner of any Common Stock on or about November 29, 2007; however, Wingate again became a Reporting Person in connection with Amendment No. 10.  For purposes of Amendment No. 1 through Amendment No. 9, CLP, CIG, Griffin, CEF, CAC, CDG, CDT, Citadel Advisors, CH-I, CH-II and CIG-II constituted the "Reporting Persons". As described in Item 3 of the Prior Filing, CAC distributed all of its Common Stock to CEF, its direct parent.  As a result, CAC ceased being the beneficial owner of any Common Stock on or about October 13, 2008.

CUSIP No.  269246104 Page 14 of 17 Pages

On July 1, 2009, in accordance with the terms of the Amended Exchange Agreement, the Reporting Persons tendered to the Issuer $1,000,000,000 face amount of the Springing Lien Notes and $230,450,000 face amount of the 8% Notes to be exchanged for Debentures (subject to the satisfaction of various conditions including stockholder approval).

Between July 30 and August 10, 2009, the Reporting Persons sold approximately $158,607,000 of the 7.375% Notes and approximately $200,575,000 of the tendered Springing Lien Notes.  Following these transactions, as of August 12, 2009, the Reporting Persons owned approximately $1,553,401,000 in aggregate principal amount of the Springing Lien Notes, approximately $230,245,000 in aggregate principal amount of the 8% Notes, approximately $96,600 million in aggregate principal amount of the 7.875% Notes and no 7.375% Notes.

ITEM 4.                  PURPOSE OF TRANSACTION

Item 4 of the Prior Filing is amended by deleting the third and fourth paragraphs and substituting in their place the following:

As noted in Item 6, the Reporting Persons became entitled to designate a director upon the issuance of the Final Common Stock under the Amended Investment Agreement.  On May 26, 2009, the Reporting Persons notified the Issuer of the Reporting Persons' nomination of Kenneth Griffin, President and Chief Executive Officer of CIG, to be appointed to Issuer's Board of Directors at the next scheduled meeting of Issuer's Board of Directors in accordance with the Amended Investment Agreement.  On June 8, 2009, the Issuer's Board of Directors appointed Mr. Griffin as a director of the Issuer, effective immediately.  Mr. Griffin was appointed as a Class II director and will stand for re-election at the Company's 2010 annual meeting.  Also as noted in Item 3, 5(c) and 6 of Amendment No. 11, the Reporting Persons disposed of certain notes and Common Stock of the Issuer and entered into a trading plan under Rule 10b5-1 with respect to additional shares of Common Stock of the Issuer.  CEF entered into these transactions and the 10b5-1 plan for the purpose of reducing its aggregate exposure to securities of the Issuer in an orderly manner.

The Reporting Persons may from time to time in the ordinary course of business pledge, lend, borrow, or transfer the securities of the Issuer to brokers, banks or other financial institutions ("Lenders") as collateral for loans or other obligations of the Reporting Persons pursuant to margin, prime brokerage, loan, or other financing arrangements. If the Reporting Persons enter such arrangements, the Lenders may acquire the right to vote and/or dispose of the securities of the Issuer held as collateral, subject to any transfer restrictions then applicable to the securities under the Amended Investment Agreement and applicable OTS regulations.

ITEM 5.                  INTEREST IN SECURITIES OF THE ISSUER

Items 5(a) and (b) of the Prior Filing are amended and restated as follows:

(a)        Number of shares:                                            166,183,569 shares

Percentage of shares:                                       14.9%13

___________________ 

13           The percentages reported in this Amendment No. 11 are based upon 1,116,821,812 shares of Common Stock outstanding as of August 3, 2009, as reported in the Form 10-Q filed by the Issuer on August 6, 2009.

CUSIP No.  269246104 Page 15 of 17 Pages

(b)	Sole power to vote or direct the vote:	0
	Shared power to vote or direct the vote:	166,183,569 shares
	Sole power to dispose or to direct the disposition:	0
	Shared power to dispose or direct the disposition:	166,183,569 shares

   (c) The table attached hereto as Exhibit 99.29 sets forth a summary of the transactions effected by the Reporting Persons in the shares of Common Stock of the Issuer since the date of Amendment No. 10. With the exception of a block trade with a broker for approximately 2.5 million shares on 8/10/09, the transactions described in Exhibit 99.29 resulted from open market transactions.

(d)         No change.

(e)         No change.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Prior Filing is amended by adding after the twenty-fifth paragraph the following:

On August 5, 2009, the OTS informed the Reporting Persons that it had approved its application to amend the Rebuttal Agreement in relation to the Debentures as had been proposed by the Reporting Persons.

On August 11, 2009, CEF entered into a Rule 10b5-1 trading plan (the “10b5-1 Plan”) with Credit Suisse Securities (USA) LLC, a registered broker-dealer (“CS”),  establishing a trading plan to effect sales of shares of the Common Stock in compliance with applicable laws including, without limitation, Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder including, without limitation, Rule 10b5-1.  Under the 10b5-1 Plan, CS has been instructed to sell, on a daily basis, Common Stock owned by the Reporting Persons in accordance with a formula specified therein.  Sales under the 10b5-1 Plan will begin on August 31, 2009 and continue in effect until the first trading day that begins no less than 48 hours after the announcement of earnings for the Issuer for the third quarter of 2009 (estimated to be October 26).  The 10b5-1 Plan provides for no sales to the extent the sale price is less than $1.20.  The formula in the 10b5-1 Plan will determine the number of shares to be sold each trading day subject to certain daily limits as set forth in the formula; a maximum number of 120 million shares will be disposed of under the 10b5-1 Plan.  A copy of the 10b5-1 Plan is attached as Exhibit 99.30 and is incorporated by reference herein.

ITEM 7.                  MATERIAL TO BE FILED AS EXHIBITS

The following documents are filed as appendices and exhibits (or incorporated by reference herein):

Exhibit 99.29	Transaction Listing Required by Item 5(c)
Exhibit 99.30	10b5-1 Plan, adopted August 11, 2009

CUSIP No.  269246104 Page 16 of 17 Pages

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 12th day of August, 2009

CITADEL LIMITED PARTNERSHIP By: Citadel Investment Group, L.L.C.,        its General Partner By: /s/ Adam C. Cooper                                   Adam C. Cooper, Authorized Signatory	CITADEL INVESTMENT GROUP, L.L.C. By: /s/ Adam C. Cooper                                   Adam C. Cooper, Authorized Signatory
CITADEL EQUITY FUND LTD. By: Citadel Advisors LLC,        its Portfolio Manager By: Citadel Holdings II LP,        its Managing Member By: Citadel Investment Group II, L.L.C.,        its General Partner By: /s/ Adam C. Cooper                                   Adam C. Cooper, Authorized Signatory	KENNETH GRIFFIN By: /s/ Adam C. Cooper                                   Adam C. Cooper, attorney-in-fact14
CITADEL SECURITIES LLC (f/k/a DERIVATIVES GROUP LLC) By: Citadel Advisors LLC,        its Managing Member By: Citadel Holdings II LP,        its Managing Member By: Citadel Investment Group II, L.L.C.,        its General Partner By: /s/ Adam C. Cooper                                   Adam C. Cooper, Authorized Signatory	CITADEL DERIVATIVES TRADING LTD. By: Citadel Advisors LLC,        its Portfolio Manager By: Citadel Holdings II LP,        its Managing Member By: Citadel Investment Group II, L.L.C.,        its General Partner By: /s/ Adam C. Cooper                                   Adam C. Cooper, Authorized Signatory

CUSIP No.  269246104 Page 17 of 17 Pages

CITADEL ADVISORS LLC By: Citadel Holdings II LP,        its Managing Member By: Citadel Investment Group II, L.L.C.,        its General Partner By: /s/ Adam C. Cooper                                   Adam C. Cooper, Authorized Signatory	CITADEL HOLDINGS I LP By: Citadel Investment Group II, L.L.C.,        its General Partner By: /s/ Adam C. Cooper                                   Adam C. Cooper, Authorized Signatory
CITADEL HOLDINGS II LP By: Citadel Investment Group II, L.L.C.,        its General Partner By: /s/ Adam C. Cooper                                   Adam C. Cooper, Authorized Signatory	CITADEL INVESTMENT GROUP II, L.L.C. By: /s/ Adam C. Cooper                                   Adam C. Cooper, Authorized Signatory

___________________ 

14           Adam C. Cooper 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 November 19, 2002, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.

EX-99.29

Exhibit 99.29

Trade	Account	Transaction Type	Quantity (Shares)	Symbol	Gross Proceeds Received (Paid)	Average Price per Share
8/10/09	CEF	Sale	10,889,251	ETFC	$15,250,237.35	$1.40
8/11/09	CEF	Sale	3,000,000	ETFC	$4,166,604.00	$1.39

EX-99.30

STOCK TRADING PLAN

This Stock Trading Plan (the “Plan”) is being adopted for and in the interests of Citadel Equity Fund Ltd., by its portfolio manager, Citadel Advisors LLC (collectively with Citadel Equity Fund Ltd., the “Seller”), as of the date below, to facilitate the sale of shares of the common stock (the “Shares”) of E*TRADE FINANCIAL Corporation (“Issuer”) pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

Seller desires to sell Shares.  To dispel any inference that the Seller is trading in the Shares on the basis of or when aware of material nonpublic information or that the trades in the Shares evidence Seller’s knowledge of material nonpublic information, Seller has determined to instruct Credit Suisse Securities (USA) LLC (“CSSU”) to sell a pre-determined amount of Shares pursuant to the formula described in Exhibit A.

Representations, Warranties and Covenants Regarding Compliance with Rule 10b5-1:

1.           As of the date of this Plan, the Seller is not aware of any material nonpublic information regarding the Issuer or its securities, is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent CSSU from acting upon the instructions set forth in this Plan, is not aware that the Issuer is in a “pension plan blackout period” (as defined by Regulation BTR), and is not aware of the actual or approximate beginning or ending dates of a “pension plan blackout period.”

2.           The Seller is entering into this Plan in good faith and not as part of any scheme to evade the prohibitions of the Federal Securities Laws, including Rule 10b5-1 adopted under the Exchange Act.

3.           The Seller shall not, directly or indirectly, communicate any material nonpublic information relating to the Shares or the Issuer to any employee of CSSU.

4.           The Seller shall comply with all applicable laws, rules, and regulations relating to this Plan and the transactions contemplated by this Plan.

5.           The Seller shall not attempt to exercise any influence over and may not discuss with CSSU how, when, or whether to effect sales pursuant to this Plan (other than to confirm these instructions and describe them if necessary).

6.           The Seller has not entered into, and will not enter into or alter, any corresponding or hedging transaction or position in Shares of the Issuer or derivative securities thereof.

7.           The Seller has informed the Issuer of this Plan and has furnished the Issuer with a copy.

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8.           The Seller acknowledges that CSSU may make a market in the Shares and will continue to engage in market-making activities while executing transactions on behalf of the Seller pursuant to the Plan; and

9.           The Seller agrees to inform CSSU as soon as practicable if the Seller becomes aware of any of the following:

i)           any subsequent restrictions imposed on Seller due to changes in the securities (or other) laws or of any contractual restrictions imposed on the Issuer that would prevent CSSU or Seller from complying with the Plan, and

ii)           the occurrence of any event as set forth in the Plan that would cause the Plan to be suspended or terminated under Section 16 or Section 21 of the Plan, respectively.

Representations, Warranties and Covenants Regarding Compliance with Registration Requirements

10.           Seller understands and agrees that if Seller is an affiliate or control person for purposes of Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), or if the Shares subject to the Plan are restricted securities subject to limitations under Rule 144 or eligible for resale under Rule 145, then all sales of Shares under the Plan will be made in accordance with the applicable provisions of Rule 144.  To the extent that CSSU is selling Shares of the Issuer under Rule 144, then:

i) Seller requests and authorizes CSSU to complete and file on Seller’s behalf any Forms 144 necessary to effect sales under the Plan and CSSU will complete and file such Forms 144.  CSSU will not file any Form 144 on behalf of Seller without Seller’s consent, after providing a reasonable amount of time to review and comments on the Form 144 prepared by CSSU.

ii) Seller understands and agrees that, upon its prompt execution and delivery to CSSU of Form 144, CSSU will either: (a) make one Form 144 filing at the beginning of each three-month period commencing with the date of the first sale made in connection with the Plan, (b) file a Form 144 for each sale made in connection with the Plan, or (c) file at its discretion in compliance with the rules of the Securities Act.

iii) Each Form 144 shall state the following: “This proposed sale is made pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on [ insert plan adoption date], at which time the Seller was not aware of material nonpublic information.”

iv) CSSU will conduct sales pursuant to Rule 144 or Rule 145 if appropriate, including applying Rule 144 volume limitations as if the sales under the Plan were the only sales subject to the volume limitations.

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v) Seller agrees not to take any action or to cause any other person or entity to take any action that would require Seller to aggregate sales of Shares subject to the Plan with any other sales of shares as may be required by Rule 144; and not to take any action that would cause the sales of Shares under the Plan not to comply with Rule 144 or Rule 145.

Stock Splits / Reincorporations / Reorganizations

11.           In the event of a stock split, reverse stock split, or stock dividend the quantity and price at which the Shares are to be sold will be adjusted proportionately.

12.           In the event of a reincorporation or other corporate reorganization resulting in an internal Issuer share-for-share exchange of new shares for the Shares subject to the Plan, then the new shares will automatically replace the shares originally specified in the Plan.

Representations and Covenants of CSSU

13.           CSSU shall use reasonable efforts, consistent with ordinary principles of best execution and reasonable brokerage judgment, and may exercise discretion as to price and time to sell Shares in accordance with the terms of this Plan.

14.           CSSU represents that it has implemented and will maintain reasonable policies and procedures, taking into consideration the nature of CSSU’s business, to ensure that individuals making investment decisions(including those effecting transactions under the Plan) will not violate the laws prohibiting trading on the basis of material, nonpublic information.

15.           [intentionally omitted]

Suspension

16.           Sales of Shares pursuant to the Plan shall be suspended where:

i)           trading of the Shares on the principal exchange or market on which the Shares trade is suspended for any reason;

ii)           CSSU reasonably determines that there is a legal, regulatory or contractual reason why it cannot effect a sale of Shares; or

iii)           CSSU is notified in writing by the Seller or the Issuer that a sale of Shares should not be effected due to legal, regulatory or contractual restrictions applicable to the Issuer or to the Seller (including without limitation, Regulation M).

17.           CSSU will resume sales in accordance with the Plan as promptly as practicable after (a) CSSU receives notice in writing from the Seller or the Issuer, as the case may be, that it may resume sales in accordance with the formula described in Exhibit A in the case of the occurrence of an event described in Section 16(iii) hereof or (b) CSSU determines, in its sole discretion, that it may resume sales in accordance with the formula described in Exhibit A in the case of the occurrence of an event described in Section 16(i) or 16(ii) hereof.

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18.           To the extent applicable, shares allocated under the Plan for sale during a period that has elapsed due to a suspension under Section 16 hereof will be carried forward to be sold with the next amount of shares to be sold in accordance with the formula described in Exhibit A.

19.           In the event the formula described in Exhibit A provides for an amount of Shares to be sold during a given period pursuant to a limit order, Shares that would otherwise be permitted to be sold during that period but are not sold due to a suspension under Section 16 hereof, shall, upon lapse of the suspension, nonethe­less be carried forward to be sold with the next amount of Shares to be sold in accordance with the formula described in Exhibit A.

20.           CSSU is released from all liability in connection with any suspension of sales made in accordance with Section 16 hereof.

Termination

21.           The Plan shall terminate on the earliest to occur of the following:

i)           the termination date specified in Exhibit A;

ii)           the completion of all sales in Exhibit A;

iii)           CSSU’s reasonable determination that: (a) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; (b) Seller has not complied with the Plan, Rule 10b5-1 or other applicable securities laws relevant to the Plan; or (c) Seller has made misstatements in his representations or warranties in Sections 1-9 above that are false or materially inaccurate and has notified Seller thereof;

iv)           receipt by CSSU of written notice from the Issuer or Seller of: (a) the filing of a bankruptcy petition by the Issuer; (b)  a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Shares of the Issuer into shares of a company other than the Issuer; or (c) the conversion of the Shares into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part); or

v)           receipt by CSSU of written notice of termination of the Plan from Seller where such termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws.

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Execution, Average Pricing and Pro Rata Allocation of Sales

22.           Seller agrees and acknowledges that:

i)           If Seller’s order to sell Shares pursuant to the Plan, whether market or limit, is handled by a CSSU trading desk, Seller’s order shall be handled as “not held”.  A “not held” or “working order” permits a CSSU trader to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order.

ii)           CSSU may execute Seller’s order: (a) in a single transaction or multiple transactions during the course of the trading day, or (b) it may aggregate Seller’s order with other orders for other sellers of the Issuer’s securities that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them as block or in multiple smaller transactions, and allocate an average price to each seller.

Indemnification and Limitation on Liability

23.           Seller agrees to indemnify and hold harmless CSSU and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities, including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such claim, arising out of or attributable to CSSU’s actions taken in compliance with the Plan because of any breach by Seller of the Plan or any violation by Seller of applicable federal or state laws or regulations.  This indemnification shall survive the termination of the Plan.

24.           Notwithstanding any other provisions hereof, neither party shall be liable for: (a) any claims, losses, damages and liabilities arising from the gross negligence, bad faith or willful misconduct of the other party or any of its directors, officers, employees and affiliates; or (b) to the extent the exclusion is permitted by law, special, indirect, punitive, exemplary or consequential damages, or incidental losses or incidental damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen.

If Seller or its shareholders are subject to the reporting requirements of Section 16 of the Exchange Act of 1934, CSSU will provide information regarding open market transactions under the Plan to a designated third party in accordance with the instructions provided below.

25.           Seller authorizes CSSU to transmit information via facsimile and/or email regarding open market transactions under the Plan to:

Eric Markus

Wilmer Cutler Pickering Hale and Dorr LLP

Tel:  202-663-6733

Fax:  202-663-6363

e-mail:  eric.markus@wilmerhale.com

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i)           Seller understands that reasonable efforts will be made to transmit transaction information for open market transactions under the Plan (purchase or sale) by close of business on the day of the purchase or sale, but no later than the close of business on the first trading day following the purchase or sale.

ii)           Seller acknowledges that CSSU (a) has no obligation to confirm receipt of any email or faxed information by the designated contact and (b) has no responsibility or liability for filing a Form 4 with the SEC or for compliance with Section 16 of the Exchange Act.

iii)           If any of the above contact information changes, or Seller wishes to terminate this authorization, Seller will promptly notify CSSU in writing.

Commissions

26.           Seller shall pay CSSU up to $0.01 per Share sold, with such amounts to be deducted by CSSU from the proceeds of sales under this Plan.

General

27.           This Plan shall be governed by and construed in accordance with the laws of the State of New York.

28.           This Plan may be modified or amended only by a writing signed by the parties hereto.

29.           The parties intend that Plan comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934 and that the Plan be construed and applied accordingly.  If any provision of this Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation.  All other provisions of this Plan will continue and remain in full force and effect.

30.           This Plan may be executed in one or more counterparts (including via facsimile or other electronic scan transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

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Seller authorizes and directs Issuer’s insider trading personnel to take all necessary steps to effect the instructions described in this Plan.

Citadel Equity Fund Ltd.

By:  Citadel Advisors LLC, its Portfolio Manager

By:          /s/ Adam C. Cooper

Name:     Adam C. Cooper

Title:       Authorized Signatory

Acknowledged and Agreed

this 11th day of August:

Credit Suisse Securities (USA) LLC

By: /s/ Anthony Kontoleon

Name: Anthony Kontoleon

Title: Managing Director

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EXHIBIT A

Share Trading Formula

This Exhibit A may not be amended except in accordance with the Plan.

Disposition Program

Subject to the conditions and limitations set forth in this Exhibit A, on each trading day during the disposition period, CSSU shall sell a number of Shares of the Issuer’s Common Stock on a best efforts basis equal to the number "T" for such day calculated as set forth herein.

Defined Variables

Beginning of Disposition Period will be August 31, 2009

End of Disposition Period will be the first trading day that begins no less than 48 hours after the announcement of earnings for the Issuer for the third quarter (estimated to be October 26).

Estimated End of Disposition Period will be the first trading day that begins no less than two days after (a) the “ANN DATE” for PER 09:3 as provided by Bloomberg on the “Earnings Summary” page for ETFC (ETFC equity ERN) or (b) any other reliable source for the estimated announcement date for earnings by the company for its third quarter as determined by CSSU.

N equals number of days remaining in the disposition program defined as the number of trading days between the trade date and (a) the End of Disposition Period (if known) or (b) the Estimated End of Disposition Period.

S equals the number of shares remaining to divest. S shall initially be 120 million shares of ETFC common stock.

ADV equals the average daily trading share volume as reported by Bloomberg for the prior 20 trading days, using the equity Historical Table function (ETFC equity HP) (for example, for the period beginning 7/15/2009 and ending 8/11/2009, this value is 67,202,221)

ER(t) equals return(ETFC) / 7% - 0.25 * return(SCHW) / 3.5% - 0.25 * return(AMTD) / 3.5% - 0.3 * return(SPY) / 2% - 0.3 * return(XLF) / 3.5%

Where return equals close price (t) / close price (t-1) - 1;  in each case, as appropriately adjusted by CSSU for stock splits, reverse splits, stock dividends, rights offerings, spin-offs and cash dividends.

5DAY_WEIGHTED_ER equals( 0.22 * ER(t-1) + 0.21 * ER(t-2) + 0.2 * ER(t-3) + 0.19 * ER(t-4) + 0.18 *ER(t-5) ) where t refers to the current day of trading (and t-1 means the immediately prior day of trading as described below under “NOTES”)

ADV_ADJUSTMENT equals 5DAY_WEIGHTED_ER  multiplied by (1 + RAND() ) / 1.5  where RAND() is the excel random number function, and such random number is generated by CSSU.

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X equals the value from the lookup table below. 

Value of X	Value of ADV_ADJUSTMENT
2.5	+1	< ADV_ADJUSTMENT	< Infinity
2.0	0	< ADV_ADJUSTMENT	< +1
1.0	-1	< ADV_ADJUSTMENT	< 0
0.5	-2	< ADV_ADJUSTMENT	< -1
0.0	-Infinity	< ADV_ADJUSTMENT	< -2

Day Indicator equals If RAND() > 0.9, then zero else one, where RAND() is the excel random number function, and such random number is generated by CSSU. ( RAND() >0.90 ) will be true (causing the traded amount to be zero) approximately 10% of all trading days

T, for each trading day, equals the number of shares to be sold on a best efforts basis. T is equal to the min( 1 / N * S * X, 15% * ADV, 30% * ADV minus the aggregate number of shares sold in the prior two trading days, S ) * Day Indicator. Min() is the excel minimum function. For the avoidance of doubt, if T is negative, no shares shall be bought

Notes

For the avoidance of doubt, each trading day, each of the variables are to be recomputed to the extent called for. Furthermore, any reference to t-N (such as t-1 or t-2) shall mean that number of trading days immediately preceding the time t. For example, t shall mean today, if such day is a trading day and t-1 shall mean the immediately preceding trading day. A trading day is any day on which NASDAQ is open for regular trading.

Other Limitations on Dispositions

Notwithstanding any other provision of this program, no sales of Issuer Common Stock are to be made below $1.20 per share.

For the period beginning on August 31, 2009 and ending September 15, no more than 31,565,295 shares of ETFC common stock shall be sold under this program; provided, however, that the restriction imposed by this paragraph shall not have any force or effect if the underwriters waive the restrictions in that certain lock-up letter dated June 17, 2009.

Copyright Citadel Securities LLC

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