FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * CITADEL L P   2. Issuer Name and Ticker or Trading Symbol E TRADE FINANCIAL CORP [ETFC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C., 131 S. DEARBORN STREET, 32ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 01/15/2009 (Street) CHICAGO, IL 60603 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/15/2009   X   200 A $ 5 3,813 D (1)   Common Stock 01/16/2009   X   5,100 A $ 5 8,913 D (1)   Common Stock 01/16/2009   X   500 D $ 10 8,413 D (1)   Common Stock 01/16/2009   X   6,000 D $ 7.5 2,413 D (1)   Common Stock 01/16/2009   X   1,000 D $ 40 1,413 D (1)   Common Stock 01/16/2009   X   10,000 D $ 20 0 D (1) (8)   Common Stock 01/16/2009   X   16,700 D $ 15 0 D (1) (8)   Common Stock 01/16/2009   X   600 A $ 20 556,445 D (2) (4)   Common Stock 01/16/2009   X   125,500 D $ 5 430,945 D (2)   Common Stock 01/16/2009   X   31,100 D $ 10 399,845 D (2)   Common Stock 01/16/2009   X   36,600 D $ 15 363,245 D (2)   Common Stock 01/16/2009   X   32,600 D $ 7.5 330,645 D (2)   Common Stock 01/16/2009   X   13,000 D $ 12.5 317,645 D (2)   Common Stock 01/16/2009   X   31,200 D $ 2.5 286,445 D (2)   Common Stock               88,812,336 D (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
PUT OPTION: EUSMA [OBLIGATION TO BUY]	$ 5	01/15/2009		X			2	(5)	01/17/2009	Common Stock	200	$ 0	51	D (1) (6)
PUT OPTION: EUSMA [OBLIGATION TO BUY]	$ 5	01/16/2009		X			51	(5)	01/17/2009	Common Stock	5,100	$ 0	0	D (1)
PUT OPTION: EUSMB [RIGHT TO SELL]	$ 10	01/16/2009		X			5	(5)	01/17/2009	Common Stock	500	$ 0	0	D (1)
PUT OPTION: EUSMU [RIGHT TO SELL]	$ 7.5	01/16/2009		X			60	(5)	01/17/2009	Common Stock	6,000	$ 0	0	D (1)
PUT OPTION: EUSMY [RIGHT TO SELL]	$ 40	01/16/2009		X			10	(5)	01/17/2009	Common Stock	1,000	$ 0	0	D (1)
PUT OPTION: EUSMD [RIGHT TO SELL]	$ 20	01/16/2009		X			100	(5)	01/17/2009	Common Stock	10,000	$ 0	0	D (1)
PUT OPTION: EUSMC [RIGHT TO SELL]	$ 15	01/16/2009		X			167	(5)	01/17/2009	Common Stock	16,700	$ 0	0	D (1)
PUT OPTION: EUSMD [OBLIGATION TO BUY]	$ 20	01/16/2009		X			6	(5)	01/17/2009	Common Stock	600	$ 0	0	D (2) (7)
PUT OPTION: EUSMA [RIGHT TO SELL]	$ 5	01/16/2009		X			1,255	(5)	01/17/2009	Common Stock	125,500	$ 0	0	D (2)
PUT OPTION: EUSMB [RIGHT TO SELL]	$ 10	01/16/2009		X			311	(5)	01/17/2009	Common Stock	31,100	$ 0	0	D (2)
PUT OPTION: EUSMC [RIGHT TO SELL]	$ 15	01/16/2009		X			366	(5)	01/17/2009	Common Stock	36,600	$ 0	0	D (2)
PUT OPTION: EUSMU [RIGHT TO SELL]	$ 7.5	01/16/2009		X			326	(5)	01/17/2009	Common Stock	32,600	$ 0	0	D (2)
PUT OPTION: EUSMV [RIGHT TO SELL]	$ 12.5	01/16/2009		X			130	(5)	01/17/2009	Common Stock	13,000	$ 0	0	D (2)
PUT OPTION: EUSMZ [RIGHT TO SELL]	$ 2.5	01/16/2009		X			312	(5)	01/17/2009	Common Stock	31,200	$ 0	0	D (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CITADEL L P C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603		X
CITADEL INVESTMENT GROUP LLC 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603		X
CITADEL EQUITY FUND LTD C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603		X
GRIFFIN KENNETH C C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603		X
CITADEL ADVISORS LLC C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603		X
CITADEL HOLDINGS I LP C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603		X
CITADEL HOLDINGS II LP C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603		X
Citadel Derivatives Group, LLC C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603		X
CITADEL DERIVATIVES TRADING LTD C/O CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603		X
CITADEL INVESTMENT GROUP II, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, IL 60603		X

Signatures

/s/ John C. Nagel, Authorized Signatory		01/21/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This security is owned by Citadel Derivatives Trading Ltd.
(2)	This security is owned by Citadel Derivatives Group LLC.
(3)	This security is owned by Citadel Equity Fund Ltd.
(4)	The holdings of Citadel Derivatives Group LLC prior to execution of the buy transaction described in this Form 4 reflects a transfer of 248 shares of Common Stock that occurred on November 18, 2008 and was inadvertently omitted from the Reporting Persons' prior Form 4 filings. These 248 shares of Common Stock were transferred on November 18, 2008, for no consideration, to satisfy the Reporting Persons' delivery obligation resulting from an open short position with respect to 179 units of the Issuer's Corporate Units (as defined in the prospectus supplement filed by the Issuer on November 18, 2005), which short position had been established before the Reporting Persons became beneficial owners of more than 10% of the Issuer's common stock.
(5)	The securities listed are exchange-traded option contracts. Exchange-traded options are immediately exercisable and remain exercisable until expiration. The transactions shown resulted from the exercise of in-the-money option contract by a third party or by the Reporting Persons
(6)	The Form 4 filed by the Reporting Persons regarding option exercises on January 5, 2009 erroneously reported in column 9 of Table II that, following the exercise reported on such Form 4, the Reporting Persons beneficially owned no EUSMA Put Options contracts [Obligation to Buy]. It should have reported that, following the exercise reported on that Form 4, the Reporting Persons beneficially owned 53 EUSMA Put Options contracts [Obligation to Buy].
(7)	The Form 4 filed by the Reporting Persons regarding option exercises on October 9, 2008 erroneously reported in column 9 of Table II that, following the exercise reported on such Form 4, the Reporting Persons beneficially owned no EUSMD Put Options contracts [Obligation to Buy]. It should have reported that, following the exercise reported on that Form 4, the Reporting Persons beneficially owned 6 EUSMD Put Options contracts [Obligation to Buy].
(8)	The Reporting Persons borrowed shares to cover the sales resulting from the exercise of this option.
Remarks: Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the  extent of such person's pecuniary interest therein.

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