T-3/A

As filed with the Securities and Exchange Commission on July 21, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

AMENDMENT NO. 1

to

FORM T-3

APPLICATION FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

E*TRADE Financial Corporation

(Name of Applicant)

135 East 57th Street

New York, New York 10022

(Address of Principal Executive Offices)

SECURITIES TO BE ISSUED UNDER THE

INDENTURE TO BE QUALIFIED

Title of Class	Amount
Class A Senior Convertible Debentures due 2019 Class B Senior Convertible Debentures due 2019	Up to $1,745,515,000 aggregate principal amount Up to $1,745,515,000 aggregate principal amount

Approximate date of proposed public offering:

June 22, 2009

Name and address of agent for service:

Karl A. Roessner

General Counsel and Corporate Secretary

E*TRADE Financial Corporation

135 East 57th Street

New York, New York 10022

(212) 583-0604

With copies to:

Bruce K. Dallas

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

(650) 752-2022

The Applicant hereby amends this Application for qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of a further amendment which specifically states that it shall supersede this Application, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Act, may determine upon the written request of the Applicant.

EXPLANATORY NOTE

This Amendment No. 1 to Application for Qualification of Indentures on Form T-3 (File No. 022-28896) filed by E*TRADE Financial Corporation (the “Applicant”), with the Securities and Exchange Commission on June 22, 2009 (the “Application”), is being filed solely to include Exhibits T3E.5 to the Application. All other information in the Application is unchanged and has been omitted.

Contents of application for qualification. This application for qualification comprises:

(a)  Pages numbered 1 to 11, consecutively.

(b)  The statement of eligibility and qualification on Form T−1 of The Bank of New York Mellon, as Trustee under the Indenture to be qualified (included as Exhibit 25.1 hereto).

(c)  The following Exhibits in addition to those filed as part of the Form T−1 statement of eligibility and qualification of the Trustee:

Exhibit T3A.1	Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed May 22, 2008).
Exhibit T3B.1	Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed November 9, 2000 and Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 22, 2008).
Exhibit T3C*	Form of Indenture between the Company and The Bank of New York Mellon, as Trustee
Exhibit T3D	Not applicable.
Exhibit T3E.1*	Offering Memorandum and Consent Solicitation Statement dated June 22, 2009
Exhibit T3E.2*	Letter of Transmittal dated June 22, 2009
Exhibit T3E.3*	Notice of Guaranteed Delivery dated June 22, 2009
Exhibit T3E.4	Press Release of the Company dated June 17, 2009 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed June 17, 2009)
Exhibit T3E.5**	Supplemental Offering Memorandum and Consent Solicitation dated July 21, 2009
Exhibit T3F	Cross−reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 is not filed herein since none of the provisions of the Form of Indenture between the Company and the Bank of New York Mellon, as Trustee were inserted pursuant to Sections 310 through 318(a) of the Trust Indenture Act of 1939, as amended because those provisions have not required such insertion since the effective date of the Trust Indenture Reform Act of 1990.
Exhibit 25.1*	Statement of eligibility and qualification of the Trustee on Form T−1.
Exhibit 99.1*	Wholly-owned direct or indirect domestic subsidiaries of the Company as of June 9, 2009.
Exhibit 99.2*	Wholly-owned direct or indirect foreign subsidiaries of the Company as of December 31, 2008.
*	Filed previously with the Form T-3 filed on June 22, 2009.
**	Filed herewith.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant, E*TRADE Financial Corporation, a corporation organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of New York and State of New York, on the 21st day of July, 2009.

(Seal)

E*TRADE Financial Corporation
By:	/s/ Donald H. Layton
	Name:	Donald H. Layton
	Title:	Chairman & CEO

Attest:

By:	/s/ Karl A. Roessner
	Name:	Karl A. Roessner
	Title:	EVP & General Counsel

EX-99.T3E.5

Exhibit T3E.5

SUPPLEMENTAL OFFERING MEMORANDUM AND CONSENT SOLICITATION STATEMENT

E*TRADE Financial Corporation

Offer to Exchange

Any and All Outstanding 8% Senior Notes due 2011

for Class A Senior Convertible Debentures due 2019 or Class B Senior Convertible Debentures due 2019

and

Up to $1,000,000,000 Aggregate Principal Amount of 12.5% Springing Lien Notes due 2017 Held By Citadel Equity Fund Ltd. and Up to $310,000,000 Aggregate Principal Amount of 12.5% Springing Lien Notes due 2017 Not Held By Citadel Equity Fund Ltd.

for Class A Senior Convertible Debentures due 2019 or Class B Senior Convertible Debentures due 2019

and

Consent Solicitation

This Supplemental Offering Memorandum and Consent Solicitation Statement (the “Supplemental Offering Memorandum”) is supplemental to and should be read in conjunction with the Offering Memorandum and Consent Solicitation Statement dated June 22, 2009 (the “Offering Memorandum”).  Terms defined in the Offering Memorandum shall bear the same meanings in this Supplemental Offering Memorandum.

The exchange offer for the Notes will expire at 12:00 midnight, New York City time (the “Expiration Time”), on the date of the vote at the Special Meeting (the “Expiration Date”).  The Company has set August 19, 2009 as the date of the Special Meeting.  Therefore, unless the Special Meeting is adjourned, postponed or continued to another date, August 19, 2009 will be the Expiration Date.  In the event the Expiration Date is changed, the Company will promptly notify holders of the Notes.  Holders who have tendered their Notes after the Early Tender Deadline but prior to the Expiration Time and have their Notes accepted will receive Class B Debentures.  The initial conversion price for the Class B Debentures will be $1.5510, or 150% of the initial conversion price of $1.0340 applicable to the Class A Debentures.  You may withdraw Notes tendered after the Early Tender Date at any time prior to the Expiration Time, but you may not do so after that deadline.  Because the maximum number of 2017 Notes subject to the exchange offer were tendered during the Early Tender Period, the exchange offer effectively remains open only with respect to the 2011 Notes not tendered during the Early Tender Period.

As of the Early Tender Deadline, approximately $429,616,000 of 2011 Notes and approximately $1,407,178,248 of 2017 Notes had been validly tendered, including $230,245,000 of 2011 Notes and $1 billion of 2017 Notes tendered by affiliates of Citadel.  The 2011 Notes tendered represent Citadel’s total holdings and approximately 97 percent of non-Citadel holdings, and the 2017 Notes tendered represent the maximum of Citadel’s commitment to participate in the exchange offer and approximately 99 percent of non-Citadel holdings. Because the aggregate principal amount of 2017 Notes tendered by holders other than Citadel exceeds $310,000,000, acceptance of the 2017 Notes tendered by such holders for exchange will be pro-rated as described in the Offering Memorandum.

E*TRADE Financial Corporation accepts responsibility for the information contained in this Supplemental Offering Memorandum.

July 21, 2009

The Letter of Transmittal and Consent and any other required documents should be sent or delivered by each Holder or such Holder’s broker, dealer, commercial bank, trust company or other nominee to the Exchange Agent at its address or facsimile number set forth below.

The Information Agent and Exchange Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

BY MAIL: P.O. Box 859208 Braintree, MA 02185-9208 Attention: Corporate Actions; E*TRADE BY OVERNIGHT COURIER: 161 Bay State Drive Briantree, MA 02184 Attention: Corporate Actions; E*TRADE

By Facsimile:

(For Eligible Institutions only)

(781) 930-4942

Attention: E*TRADE

Confirmation by Telephone:

(781) 930-4900

Questions and requests for assistance or for additional copies of the Offer Documents may be directed to the Information Agent at its respective telephone numbers and mailing and delivery address listed above.  You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.