As filed with the Securities and Exchange Commission on May 31, 2005

Registration No. 333-100185

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     Approximate date of commencement of proposed sale of the securities to the public: Not applicable.

     If any of the securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed on continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

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     This Post-Effective Amendment No. 1 to Form S-3 shall become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, on such a date as the Commission, acting pursuant to Section 8(c), may determine.

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DEREGISTRATION OF SHARES

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, as amended (No. 333-100185), which was declared effective on November 26, 2002, is being filed to deregister unsold shares of common stock of the registrant, E*TRADE Financial Corporation. The registrant’s obligation to keep the Registration Statement effective has expired. Therefore, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the effectiveness of this post-effective amendment, all shares of common stock, the sale of which was registered under the Registration Statement, that were not sold under the Registration Statement.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 31, 2005.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Mitchell H. Caplan
Mitchell H. Caplan		Chief Executive Officer and Director (Principal
		Executive Officer)		May 31, 2005
/s/ Robert J. Simmons
Robert J. Simmons		Chief Financial Officer
		(Principal Financial and Accounting Officer)		May 31, 2005
/s/ George Hayter
George Hayter		Chairman of the Board		May 31, 2005
/s/ William A. Porter
William A. Porter		Chairman Emeritus		May 31, 2005
/s/ Ronald D. Fisher
Ronald D. Fisher		Director		May 31, 2005
/s/ Michael K. Parks
Michael K. Parks		Director		May 31, 2005

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/s/ C. Cathleen Raffaeli
C. Cathleen Raffaeli		Director		May 31, 2005
/s/ Lewis E. Randall
Lewis E. Randall		Director		May 31, 2005
Lester C. Thurow		Director
/s/ Donna L. Weaver
Donna L. Weaver		Director		May 31, 2005
/s/ Daryl G. Brewster
Daryl G. Brewster		Director		May 31, 2005
/s/ Stephen G. Willard
Stephen H. Willard		Director		May_31, 2005