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. 24)*

E*TRADE Financial Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

269246104

(CUSIP Number)

John C. Nagel

Citadel LLC

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

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

July 22, 2011

(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 15 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 27,423,986 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) 9.8 percent1
14	TYPE OF REPORTING PERSON PN, HC

1 See Item 5.

CUSIP No. 269246104 Page 3 of 15 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel 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 27,423,986 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) 9.8 percent2
14	TYPE OF REPORTING PERSON OO, HC

2 See Item 5.

CUSIP No. 269246104 Page 4 of 15 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 27,423,986 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) 9.8 percent3
14	TYPE OF REPORTING PERSON IN, HC

3 See Item 5.

CUSIP No. 269246104 Page 5 of 15 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 27,423,986 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) 9.8 percent4
14	TYPE OF REPORTING PERSON CO

4 See Item 5.

CUSIP No. 269246104 Page 6 of 15 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Securities 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 27,423,986 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) 9.8 percent5
14	TYPE OF REPORTING PERSON OO, BD

5 See Item 5.

CUSIP No. 269246104 Page 7 of 15 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 27,423,986 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) 9.8 percent6
14	TYPE OF REPORTING PERSON CO

6 See Item 5.

CUSIP No. 269246104 Page 8 of 15 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 27,423,986 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) 9.8 percent7
14	TYPE OF REPORTING PERSON OO, HC, IA

7 See Item 5.

CUSIP No. 269246104 Page 9 of 15 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 27,423,986 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) 9.8 percent8
14	TYPE OF REPORTING PERSON PN, HC

8 See Item 5.

CUSIP No. 269246104 Page 10 of 15 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 27,423,986 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) 9.8 percent9
14	TYPE OF REPORTING PERSON PN, HC

9 See Item 5.

CUSIP No. 269246104 Page 11 of 15 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 27,423,986 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) 9.8 percent10
14	TYPE OF REPORTING PERSON OO, HC

10 See Item 5.

CUSIP No. 269246104 Page 12 of 15 Pages

ITEM 1.  SECURITY AND ISSUER

This Amendment No. 24 amends the Schedule 13D filed on December 17, 2007 (the “Original Filing”) by Citadel Limited Partnership (“CLP”), Citadel LLC (f/k/a Citadel Investment Group, L.L.C. (“CIG” or “CLLC”)), Kenneth Griffin (“Griffin”), Citadel Equity Fund Ltd. (“CEF”), Citadel Securities LLC (f/k/a Citadel Derivatives Group LLC (“CDG” or “Citadel Securities”)), 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”), Amendment No. 10 to Schedule 13D filed on June 22, 2009 (“Amendment No. 10”), Amendment No. 11 to Schedule 13D filed on August 13, 2009 (“Amendment No. 11”), Amendment No. 12 to Schedule 13D filed on August 21, 2009 (“Amendment No. 12”), Amendment No. 13 to Schedule 13D filed on August 31, 2009 (“Amendment No. 13”), Amendment No. 14 to Schedule 13D filed on September 17, 2009 (“Amendment No. 14”), Amendment No. 15 to Schedule 13D filed on September 24, 2009 (“Amendment No. 15”), Amendment No. 16 to Schedule 13D filed on September 30, 2009 (“Amendment No. 16”), Amendment No. 17 to Schedule 13D filed on October 2, 2009 (“Amendment No. 17”), Amendment No. 18 to Schedule 13D filed on October 7, 2009 (“Amendment No. 18”), Amendment No. 19 to Schedule 13D filed on October 13, 2009 (“Amendment No. 19”), Amendment No. 20 to Schedule 13D filed on April 30, 2010 (“Amendment No. 20”), Amendment No. 21 to Schedule 13D filed on February 28, 2011 (“Amendment No. 21”), Amendment No. 22 to Schedule 13D filed on April 27, 2011 (“Amendment No. 22”) and Amendment No. 23 to Schedule 13D filed on July 20, 2011 (“Amendment No. 23” 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, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21 and Amendment No. 22, 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 4.  PURPOSE OF TRANSACTION

Item 4 of the Prior Filing is amended by adding the following three sentences at the end of the sixth full paragraph (i.e., the paragraph beginning “In the letter, Citadel LLC stated …”):

The Issuer did not, as requested, call a special meeting of the Issuer’s shareholders by July 22, 2011.  Therefore, on July 22, 2011, Citadel sent a notice to the Issuer demanding that, in accordance with Article Sixth of the Issuer’s certificate of incorporation, the Issuer call a special meeting of shareholders no sooner than 10 days, and no later than 60 days, after delivery of notices by holders of more than 10% of the Issuer's outstanding Common Stock.  The purpose of the special meeting would be consider the three matters specified in the notice (an advisory resolution that a Special Committee of the Board, comprised of Directors who have joined the Board within the past three years, promptly retain the services of an investment banking firm to undertake a review of the Issuer’s strategic alternatives in order to maximize shareholder value, an advisory resolution to amend the Issuer’s certificate of incorporation to remove the existing staggered Board provisions, and the removal of Michael Parks and Donna Weaver as Directors of the Issuer and the election of independent director replace­ments).  On July 25, 2011, Citadel sent a further letter to Mr. Freiberg reiterating Citadel's views.

CUSIP No. 269246104 Page 13 of 15 Pages

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Prior Filing is amended and restated in its entirety as follows:

(a) Number of shares: 27,423,986 shares

Percentage of shares: 9.8%15

(b) Sole power to vote or direct the vote: 0 shares

Shared power to vote or direct the vote: 27,423,986 shares

Sole power to dispose or to direct the disposition: 0 shares

Shared power to dispose or direct the disposition: 27,423,986 shares

(c)  There have been no transactions effected by the Reporting Persons
in the shares of Common Stock of the Issuer since the date of
Amendment No. 23.

(d)  Not applicable.

(e)  Not applicable.

ITEM 7.MATERIAL TO BE FILED AS EXHIBITS

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

Exhibit 99.47  July 22, 2011 notice from Citadel Equity Fund Ltd., Citadel Derivatives Trading Ltd. and Citadel Securities LLC to the Issuer in accordance with Article Sixth of the Issuer’s certificate of incorporation.

Exhibit 99.48  July 25, 2011 letter from Citadel LLC to Stephen J. Freiberg.

15 The percentages reported in this Amendment No. 24 are based upon 279,700,971 shares of Common Stock outstanding as of May 2, 2011 (as reported in the Form 10-Q filed by the Issuer on May 4, 2011).

CUSIP No. 269246104 Page 14 of 15 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 25th day of July, 2011

CITADEL LIMITED PARTNERSHIP		CITADEL LLC
By:	Citadel LLC,	By:	/s/ John C. Nagel
	its General Partner		John C. Nagel, Authorized Signatory
By:	/s/ John C. Nagel
	John C. Nagel, Authorized Signatory
CITADEL EQUITY FUND LTD.		CITADEL DERIVATIVES TRADING LTD.
By:	Citadel Advisors LLC,	By:	Citadel Advisors LLC,
	its Portfolio Manager		its Portfolio Manager
By:	Citadel Holdings II LP, its Managing Member	By:	Citadel Holdings II LP, its Managing Member
By:	Citadel Investment Group II, L.L.C.,	By:	Citadel Investment Group II, L.L.C.,
	its General Partner		its General Partner
By:	/s/ John C. Nagel	By:	/s/ John C. Nagel
	John C. Nagel, Authorized Signatory		John C. Nagel, Authorized Signatory
KENNETH GRIFFIN		CITADEL SECURITIES LLC
By:	/s/ John C. Nagel	By:	Citadel Advisors LLC,
	John C. Nagel, attorney-in-fact*		its Managing Member
		By:	Citadel Holdings II LP, its Managing Member
		By:	Citadel Investment Group II, L.L.C.,
			its General Partner
		By:	/s/ John C. Nagel
			John C. Nagel, Authorized Signatory

* 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.

CUSIP No. 269246104 Page 15 of 15 Pages

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

EX-99.47

Exhibit 99.47

Citadel LLC

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

July 22, 2011

By Overnight Mail

Steven J. Freiberg Interim Chairman E*TRADE Financial Corporation 1271 Avenue of the Americas, 14th Floor New York, New York 10020-1302 Karl A. Roessner Corporate Secretary E*TRADE Financial Corporation 1271 Avenue of the Americas, 14th Floor New York, New York 10020-1302

Gentlemen:

The undersigned stockholders of E*TRADE Financial Corporation (the “Company”) hereby provide written notice to the Company that, collectively, as holders of 27,423,986 shares of the Company’s common stock and pursuant to (i) Article SIXTH of the Amended and Restated Certificate of Incorporation of the Company and (ii) Section 1.03 of the Amended and Restated Bylaws of the Company, they hereby request that the Company call a Special Meeting of its stockholders to take place on a date that is no less than 10 days, nor more than sixty days, after the date of delivery of notices by holders of more than 10% of E*TRADE’s outstanding common stock for the following purposes:

1. To vote on an advisory stockholder resolution that a Special Committee of the board of directors of the Company (the “Board”), comprised of Directors who have joined the Board within the past three years, promptly retain the services of a nationally recognized investment banking firm that has not previously advised the Company or the Board to undertake a review of its strategic alternatives in order to maximize shareholder value, including a possible sale of the Company.

2. To vote on an advisory resolution that the Company approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the existing staggered Board provisions contained in Article SEVENTH therein and provide that the entire Board be elected each year.

3. To vote on the removal of Michael Parks and Donna Weaver as Directors of the Company and the election in their place of qualified independent Directors.

Respectfully submitted,

Citadel Equity Fund. Ltd.

By:  /s/ Adam C. Cooper

Title:  Authorized Signatory

Citadel Derivatives Trading Ltd.

By:  /s/ Adam C. Cooper

Title:  Authorized Signatory

Citadel Securities LLC

By:  /s/ Adam C. Cooper

Title:  Authorized Signatory

EX-99.48

Exhibit 99.48

Citadel LLC

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

July 25, 2011

By Overnight Mail and Electronic Mail

Steven J. Freiberg

Chief Executive Officer and Interim Chairman

E*TRADE Financial Corporation

1271 Avenue of the Americas, 14th Floor

New York, New York 10020-1302

Dear Steve:

Once again, E*TRADE’s Board has failed to act in shareholders’ best interests.

Your response to our July 20 letter further demonstrates the Board’s entrenchment and the lengths to which members of the Board will go to maintain the status quo to the detriment of shareholders.

In light of your response, on Friday we filed our notice for a Special Meeting of Shareholders to consider three critical issues.

Removal of Two Directors

The Board’s response to our request to permit shareholders the opportunity to vote on the removal of Mr. Parks and Ms. Weaver is baffling. Your press release states: “…E*TRADE believes that Citadel’s proposal to call a meeting to remove two highly qualified independent Directors is inappropriate, and contrary to Delaware law.”

We laid out clearly in our prior letter the track record of the legacy Directors and the destructive impact of their decisions. Mr. Parks and Ms. Weaver, far from being “highly qualified” in our opinion, share noteworthy track records of poor performance.

The removal of directors by special shareholder vote is consistent with Delaware law. The Company’s charter expressly permits such an action. E*TRADE’s recent public disclosure states:  “A director or the entire board may be removed by stockholders, with or without cause, by the affirmative vote of two-thirds of the outstanding voting stock.”1

Our request is in accordance with law, it is appropriate and the shareholders have the right to be heard now.

Elimination of the Staggered Board

We believe that the shareholders' best interests are served by promptly eliminating the staggered Board in such a way so as to provide for election of all Directors for one year terms beginning with the 2012 Annual Meeting. Given the Company’s poor performance, the time for E*TRADE to eliminate its staggered Board is now. Waiting almost another year for a vote, and then an unspecified period to implement the declassification if it is approved, illustrates the Board’s lack of urgency. It appears the Board would rather talk about accountability to shareholders than take steps to actually create it.

1 See E*TRADE’s Form S-3 ASR filed April 14, 2009 at page 7.

Let the shareholders be heard on this important issue now.

Creation of a Special Committee to Review and Recommend Strategic Options

The Board’s response to this request, though addressed last in this letter, is far and away the strongest evidence of the Board’s entrenchment.  The process you have announced is awash in conflicts and fails to protect the shareholders' best interests. Integrity in process is the cornerstone of sound corporate governance.

We believe it is manifestly inappropriate for Morgan Stanley to report to the Board’s Finance and Risk Oversight Committee (“FROC”). Mr. Parks, whom we believe should be removed from the Board, is the Chairman of the FROC. The majority of the members of the FROC are either Company management or legacy Directors. How can shareholders trust in a process that is overseen by the same people who have failed them in the past?

Mr. Parks joined the Board of the Company in April 2003 and he served as Chair of the Audit Committee from July 2003 until May 2009. During the period leading up to the 2007 crisis, the responsibilities of the Audit Committee included (from the Audit Committee Charter):

“The Committee shall review the Company’s policies and practices with respect to risk assessment and risk management, including discussing with management and the internal auditors the Company’s major financial risk exposures and the steps that have been taken to monitor and control such exposures.” (emphasis added)

Arguably no other Board member, and certainly not any current Board member, is more accountable than Mr. Parks for the catastrophic losses experienced by E*TRADE shareholders from the Company’s stunning failure in strategy and risk management during his tenure.

We believe the process announced Friday, replete with conflicts, will assure continuation of the status quo to the ongoing detriment of shareholders.

In fact, your own press release foreshadows this result. Discussing the engagement of JP Morgan during the fourth quarter last year, you revealed that the Board concluded to pursue a strategy of status quo because, “…the continued execution of the company’s business plan was the best alternative for increasing shareholder value and … a sale of the company, at that time, would not maximize shareholder value.” Over the course of this year, your strategy to “maximize shareholder value” resulted in an approximate 22% decline in the price of E*TRADE’s shares through the beginning of last week.

Seeking to deprive all the shareholders of the right to be heard on the formation and composition of the Special Committee illustrates the entrenchment of management and the Board, and the blatant disregard for what is in the best interests of the shareholders. Given the Board’s historical performance, this important exercise must be undertaken in a credible manner where there is no foregone conclusion.

Let the shareholders be heard on this important issue now.

We remind you that E*TRADE’s certificate of incorporation requires the Company to call a Special Meeting once holders of more than 10% of E*TRADE’s outstanding common stock request such a meeting.  We call on the Company to disclose publicly when it receives such notices, so that all shareholders will know when the 10% threshold to call the Special Meeting has been met.

As always, we remain available for further discussion.

Very truly yours,

Citadel LLC

By:  /s/ Adam C. Cooper

Name:  Adam C. Cooper

Title:  Senior Managing Director and Chief Legal Officer