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 Percentage Number of Common Common of Common
Principal Amount of 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
Beneficially for Sale Offering Offering Beneficially Hereby Offering Offering
Name of Selling Securityholder Owned Hereby (1) (1) Owned (2) (1)(2) (1)(2) (1)(2)(3)
------------------------------ ------------ ---------- --------- ---------- ------------ ---------- ---------- ----------
Deutsche Banc Alex Brown Inc. 10,000,000 10,000,000 -- * 915,332 915,332 -- *
J.P. Morgan Securities Inc. 13,890,000 13,890,000 -- * 1,271,396 1,271,396 -- *
McMahan Securities Co. L.P. 60,000 60,000 -- * 5,492 5,492 -- *
Other holders of notes or
future transferees, pledgees,
donees or successors of any
holders(4) 3,295,000 3,295,000 -- * 301,602 301,602 -- *
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 January 15, 2002