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 * Curcio Michael John   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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Managing Director (Last) (First) (Middle) C/O E*TRADE FINANCIAL CORPORATION, 135 E. 57TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/06/2009 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 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 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 02/06/2009 02/06/2009 F(1)   10,976 D $ 1.215 207,094 D   Common Stock 02/10/2009 02/10/2009 F(2)   297 D $ 1.265 206,797 D   Common Stock 02/10/2009 02/10/2009 F(3)   1,307 D $ 1.265 205,490 D   Common Stock 02/11/2009 02/11/2009 F(4)   5,125 D $ 1.205 200,365 D   Common Stock 02/13/2009 02/13/2009 F(5)   960 D $ 1.165 199,405 D   Common Stock 02/13/2009 02/13/2009 F(6)   51 D $ 1.165 199,354 D   Common Stock 02/16/2009 02/16/2009 F(7)   350 D $ 1.165 199,004 D

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Curcio Michael John C/O E*TRADE FINANCIAL CORPORATION 135 E. 57TH STREET NEW YORK, NY 10022			Managing Director

Signatures

/s/ Russell S. Elmer, Attorney-in-Fact		02/17/2009
**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)	Amount reported reflects shares withheld to pay tax obligation associated with the vesting of 100% of a grant of restricted stock originally awarded on February 6, 2004.
(2)	Amount reported reflects shares withheld to pay tax obligation associated with the vesting of 25% of a grant of restricted stock originally awarded on February 10, 2006.
(3)	Amount reported reflects shares withheld to pay tax obligation associated with the vesting of 25% of a grant of restricted stock originally awarded on February 10, 2006.
(4)	Amount reported reflects shares withheld to pay tax obligation as a result of the issuance on February 11, 2009 of shares under RSUs originally awarded on February 11, 2008, which vested on February 11, 2009.
(5)	Amount reported reflects shares withheld to pay tax obligation associated with the vesting of 25% of a grant of restricted stock originally awarded on February 13, 2007.
(6)	Amount reported reflects shares withheld to pay tax obligation associated with the vesting of 25% of a grant of restricted stock originally awarded on February 13, 2007.
(7)	Amount reported reflects shares withheld to pay tax obligation associated with the vesting of 25% of a grant of restricted stock originally awarded on February 16, 2005.

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