8-K

1
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported)  February 25, 1997

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

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

Four Embarcadero Place, 2400 Geng Rd., Palo Alto, CA            94303
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code  (415) 842-2500

                                None
(Former name or former address, if changed since last report)
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Item 5.  Other Events.

E*TRADE Group, Inc. (Nasdaq: EGRP), a leading provider of online investing 
services, announced a strategic partnership with Microsoft (Nasdaq: MSFT) 
which will immediately integrate E*TRADE's online investing services into 
the Microsoft Investor online trading area (http://investor.com). E*TRADE 
also announced its support of Microsoft's Open Financial Exchange 
specification.

This new partnership will give Microsoft Investor and Microsoft Money users 
direct access to E*TRADE's online investing services where they can receive 
free value-added news, research and charts and invest online at low 
commission rates. Support for Open Financial Exchange will enable E*TRADE 
customers to seamlessly consolidate their E*TRADE portfolio information with 
personal financial software such as Microsoft Investor, Microsoft Money, and 
other Open Financial Exchange compliant software. Open Financial Exchange 
provides an open specification for the electronic exchange of financial data 
between financial service providers and personal finance applications.

E*TRADE Group, Inc. is an electronic financial services company and, through 
its subsidiary, E*TRADE Securities, Inc., is a leading provider of online 
investing services. E*TRADE offers independent investors the convenience and 
control of online access to securities markets, and access to value-added 
financial information such as news, charts, and fundamental data, along with 
low commission rates on  trades. Customers can access E*TRADE at 
http://www.etrade.com on the Internet; via direct modem connection; and via 
the touchtone telephone TELE*MASTER system. E*TRADE Securities and its 
parent company, E*TRADE Group, Inc., are headquartered in Palo Alto, 
California.

E*TRADE is a registered trademark of the Company. TELE*MASTER is a trademark 
of E*TRADE Securities, Inc. All other trademarks are properties of their 
respective owners. The statements contained in this Form-8-K that are 
forward looking are based on current expectations that are subject to a 
number of uncertainties and risks, and actual results may differ materially. 
The uncertainties and risks include, but are not limited to, the development 
of new products and services, the enhancement of existing products and 
services, competitive pressures, system failures, economic conditions and 
the introduction of competing products having technological and/or other 
advantages. Further information about these matters can be found in the risk 
factors included in the annual report filed by the company on Form 10-K.

Item 7. Exhibits.

20.1    Retraction of press release issued on Monday February 24, 1997.

20.2    Correct press release issued on Monday February 27, 1997
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SIGNATURE

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

E*TRADE GROUP, INC.  

DATE:  February __, 1997   By:  /s/ Christos M. Cotsakos
                                ------------------------
                                Name: Christos M. Cotsakos
                                Title: President and Chief Executive Officer

EX-20.1

EXHIBIT INDEX, EXHIBIT 20.1

Sequential
Exhibit                                                     Page
Number                    Document Description              Number


20.1    Retraction of press release issued on Monday, February 24, 1997.

20.2    Correct press release issued on Monday, February 27, 1997

EX-20.2

EXHIBIT 20.2

Following is a retraction of a press released issued on Monday, February 24, 
1997

PR Newswire, Monday, February 24, 1997 at 13:22

PALO ALTO, Calif., Feb. 24 /PRNewswire/ -- E*TRADE Group, Inc., (Nasdaq:
EGRP), a leading provider of online investing services, today said that a
release sent out by a newswire service regarding the filing of a secondary
offering by E*TRADE was inaccurate and sent out in error by the wire 
service. Although E*TRADE may from time to time consider going to the market 
with secondary offerings, it has no immediate plans to do so.  The correct 
release which the Company was sending out today related to the establishment 
of a strategic partnership with Microsoft.

E*TRADE Group, Inc. is an electronic financial services company and,
through its subsidiary, E*TRADE Securities, Inc., is a leading provider of
online investing services.

SOURCE  E*TRADE Group, Inc.
     -0-                             2/24/97

/CONTACT:  Kate Connelly of The Dilenschneider Group, 312-553-0700 or
connelly@mcs.net/

Companies or Securities discussed in this article:
Symbol NASDAQ:EGRP
Name E*Trade Group Inc

EX-20.3

EXHIBIT 20.3

Following is the correct press release issued on Monday, February 27, 1997.

E*TRADE and Microsoft Forge Strategic Partnership to Integrate E*TRADE into 
the Microsoft Investor Service

PR Newswire, Monday, February 24, 1997 at 13:23

E*TRADE AND MICROSOFT FORGE STRATEGIC PARTNERSHIP
TO INTEGRATE E*TRADE INTO THE MICROSOFT INVESTOR SERVICE

Strategic Partnership Includes E*TRADE Support for Open Financial
Exchange

PALO ALTO, CA, February 24, 1997 -- E*TRADE Group, Inc., (NASDAQ: EGRP),
a leading provider of online investing services, today
announced a strategic partnership with Microsoft (NASDAQ:MSFT) which
will immediately integrate E*TRADE's online investing services into
the Microsoft Investor online trading area (http://investor.com).
E*TRADE also announced its support of Microsoft's Open Financial
Exchange specification.

This new partnership will give Microsoft Investor and Microsoft
Money users direct access to E*TRADE's online investing services where
they can receive free value-added news, research and charts and invest
online at low commission rates.  Support for Open Financial Exchange
will enable E*TRADE customers to seamlessly consolidate their E*TRADE
portfolio information with personal finance software such as Microsoft
Investor, Microsoft Money, and other Open Financial Exchange compliant
software.  Open Financial Exchange provides an open specification for
the electronic exchange of financial data between financial service
providers and personal finance applications.

"Together, Microsoft and E*TRADE are harnessing the momentum
behind online investing to give individual investors the ultimate in
online investing tools," said Christos M. Cotsakos, President and
Chief Executive Officer of E*TRADE Group, Inc.  "With the financial
information, research, market analysis, portfolio management and
trading services provided through our alliance, the gap between the
resources available to the individual investor and the institutional
investor has dramatically narrowed."

"Our new alliance with E*TRADE, including its support of Open
Financial Exchange, will benefit both the sophisticated and novice
investor interested in managing their own portfolios through Microsoft
Investor," said Lewis Levin, Vice President, Desktop Finance Division,
Microsoft.  "Our new relationship will greatly enhance and expand the
value and depth of the products and services we offer our users."
E*TRADE offers rich investment services including:

The ability to create personal market pages by selecting the
market indicators, charts, stock quotes and news links that suit the
investor's personal investing style;

E*WATCH, a sophisticated, proprietary Java-based tool for
charting and analyzing stock price performance as well as delivering
dynamically updated stock quotes;

Free news charts, market analysis and company fundamental data;
Sophisticated portfolio management features that enable users to
review and manage investment holdings and create "what if?" scenarios;
and a competitive commission structure ($14.95 for listed market
orders and $19.95 for limit, OTC and stop orders).

E*TRADE Group, Inc. is an electronic financial services company
and, through its subsidiary, E*TRADE Securities, Inc., is a leading
provider of online investing services.  E*TRADE offers independent
investors the convenience and control of online access to securities
markets, and access to value-added financial information such as news,
charts, and fundamental data, along with low commission rates on
trades.  Customers can access E*TRADE at http://www.etrade.com on the
Internet; via direct modem connection; and via the touchtone telephone
TELE*MASTER system.  E*TRADE Securities and its parent company,
E*TRADE Group, Inc., are headquartered in Palo Alto, California.

E*TRADE is a registered trademark of the Company.  TELE*MASTER is
a trademark of E*TRADE Securities, Inc.  All other trademarks are
properties of their respective owners.  The statements contained in
this news release that are forward looking are based on current
expectations that are subject to a number of uncertainties and risks,
and actual results may differ materially.  The uncertainties and risks
include, but are not limited to, the development of new products and
services, the enhancement of existing products and services,
competitive pressures, system failures, economic conditions and the
introduction of competing products having technological and/or other
advantages.  Further information about these matters can be found in
the risk factors included in the annual report filed by the company on
Form 10K.

For More Information

E*TRADE Contact:                        Microsoft Contact:
Kate Connelly                           Nikki Wiebe
The Dilenschneider Group                Waggener Edstrom
312/553-0700                            503/245-0905
connelly@mcs.net                        nikkiw@wagged.com


Companies or Securities discussed in this article:
Symbol                                                Name
NASDAQ:EGRP                              E*Trade Group Inc
NASDAQ:MSFT                                 Microsoft Corp