FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Webb Dennis 2. Date of Event Requiring Statement (Month/Day/Year) 01/03/2005 3. Issuer Name and Ticker or Trading Symbol E TRADE FINANCIAL CORP [(ET)] (Last) (First) (Middle) C/O E*TRADE FINANCIAL CORPORATION, 135 E.57TH STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Capital Markets Div 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10005 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 1,788 D   Common Stock 25,000 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Statutory Stock Option	05/30/2001	08/04/2010	Common Stock (2)	10,000	$ 14.875	D	Â
Non-Statutory Stock Option	12/21/2000	12/21/2010	Common Stock (3)	40,000	$ 7.0938	D	Â
Non-Statutory Stock Option	10/01/2005	09/24/2011	Common Stock (4)	5,000	$ 5.1	D	Â
Non-Statutory Stock Option	01/02/2003	01/02/2012	Common Stock (5)	4,000	$ 10.325	D	Â
Non-Statutory Stock Option	02/14/2008	02/14/2013	Common Stock (6)	560,000	$ 3.805	D	Â
Non-Statutory Stock Option	11/24/2004	11/24/2013	Common Stock (7)	25,000	$ 10.395	D	Â
Non-Statutory Stock Option	02/02/2005	02/06/2014	Common Stock (8)	75,000	$ 13.89	D	Â
Non-Statutory Stock Option	02/20/2005	02/20/2014	Common Stock (9)	150,000	$ 14.435	D	Â
Non-Statutory Stock Option	12/31/2005	12/31/2014	Common Stock (10)	144,733	$ 14.97	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Webb Dennis C/O E*TRADE FINANCIAL CORPORATION 135 E.57TH STREET NEW YORK, NY 10005	Â	Â	  President, Capital Markets Div	Â

Signatures

/s/ Russell S. Elmer, as attorney in fact		01/10/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 grant of restricted stock issued on 02/06/2004 pursuant to the E*TRADE Financial Corporation 1996 Stock Incentive Plan. The individual's right to retain these shares vests in four (4) equal annual installments beginning on the first anniversary of the date of grant.
(2)	Granted 08/04/2000 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments on the anniversary date of grant.
(3)	Granted 12/21/2000 from 1996 Stock Incentive Plan, exercisable as follows: 8,000 shares immediately exercisable on 12/21/2000 and the remaining 32,000 shares are exercisable in four equal annual installments on the anniversary date of the grant.
(4)	Granted 09/24/2001 from 1996 Stock Incentive Plan, exercisable in sixteen quarterly installments.
(5)	Granted 01/02/2002 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments on the anniversary date of the grant.
(6)	Granted 02/14/2003 from 1996 Stock Incentive Plan, exercisable as follows: 168,000 shares immediately exercisable; 168,000 shares exercisable on 06/30/2003 and the remaining 224,000 shares exercisable on 12/31/2003.
(7)	Granted 11/24/2003 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments on the anniversary date of the grant.
(8)	Granted 02/06/2004 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments on the anniversary date of the grant.
(9)	Granted 02/20/2004 from 1996 Incentive Stock Plan , exercisable in four (4) equal installments on the anniversary date of the grant.
(10)	Granted 12/31/2004 from 1996 Incentive Stock Plan , exercisable in four (4) equal installments on the anniversary date of the grant.

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