Filed Pursuant to Rule 424(b)(3)
Registration No. 333-64102
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED SEPTEMBER 24, 2001
E*TRADE GROUP, INC.
$325,000,000 6.75% Convertible Subordinated Notes Due 2008
and
Shares of Common Stock Issuable Upon Conversion of the Notes
The information contained in the table appearing under the heading
"Selling Securityholders" on pages 40-42 of the prospectus with respect to the
selling securityholders named below is hereby amended as follows:
Number of Number of
Principal Shares of Shares of Percentage
Principal Amount of Percentage Number of Common Common of Common
Principal Amount of Notes of Notes Shares of Stock Stock Stock
Amount of Notes Owned Owned Common Registered Owned Owned
Notes Registered After After Stock for Sale After After
Name of Selling Beneficially for Sale Offering Offering Beneficially Hereby Offering Offering
Securityholder Owned Hereby (1) (1) Owned (2) (1)(2) (1)(2) (1)(2)(3)
------------------------------ ------------ ---------- --------- ---------- ------------ ---------- --------- ----------
Marathon Asset Management, LLC 5,000,000 5,000,000 -- * 457,666 457,666 -- *
Other holders of notes or
future transferees, pledgees,
donees or successors of any
holders(4) 4,355,000 4,355,000 -- * 398,627 398,627 -- *
Investing in our notes and common stock involves risks. See "Risk Factors"
included in the prospectus beginning on page 4 of the prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
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The date of this prospectus supplement is December 20, 2001