8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                       AMENDMENT NO. 2 TO CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) January 19, 2001
                                                 -------------------------------


                              E*TRADE Group, Inc.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


         Delaware                     1-11921                   94-2844166
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(State or other jurisdiction        (Commission               (IRS Employer
     of incorporation)              File Number)            Identification No.)


4500 Bohannon Drive, Menlo Park, California                       94025
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:           (650) 331-6000
- --------------------------------------------------------------------------------


                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)





The undersigned Registrant hereby amends Items 4 and 7 of its Current Report on
Form 8-K dated January 19, 2001, as amended by Form 8-K/A filed on January 23,
2001, to supplement the information in those Items with the following:

ITEM 4. CHANGES IN REGISTRANT'S INDEPENDENT ACCOUNTANTS

     On December 13, 2000, the audit committee of the Board of Directors of the
Registrant authorized the Chief Financial Officer to make a determination
whether to consolidate the audit of its books and records with one public
accounting firm. On January 16, 2001, the Chief Financial Officer determined it
was in the best interest of the Company to have all of its significant
subsidiaries audited by the parent company's accounting firm. Accordingly, the
Company formally engaged Deloitte & Touche to replace Arthur Andersen as the
auditor of E*TRADE Financial Corporation ("ETFC"), a wholly-owned subsidiary of
the Company.

     On January 22, 2001, Arthur Andersen resigned as auditor and independent
accountant of ETFC.


ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)  Exhibits.

16.2 Letter from Arthur Andersen regarding change in auditor and
     independent accountant





                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: February 9, 2001

                                           E*TRADE Group, Inc.


                                           By: /s/ Leonard C. Purkis
                                              ------------------------------
                                              Leonard C. Purkis, Chief Financial
                                              Officer (principal financial and
                                              accounting officer)

EX-16.1

                                  EXHIBIT 16.2

          [ARTHUR ANDERSEN INDEPENDENT PUBLIC ACCOUNTANTS LETTERHEAD]


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington DC 20549

February 9, 2001

Dear Sir/Madam:

We have read Item 4 in the Form 8-K/A (Amendment No. 2) of E*TRADE Group, Inc.
filed on February 9, 2001 with the Securities and Exchange Commission and are
in agreement with the statements contained therein.


Very truly yours,


/s/ Arthur Andersen LLP
Independent Public Accountants



cc: Mr. Leonard C. Purkis, Chief Financial Officer, E*Trade Group, Inc.