Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Willard Stephen H
 2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2005		 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)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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 06/29/2001 06/28/2010 Common Stock (1) 20,000 $ 16.5 D  
Non-Statutory Stock Option 06/29/2002 08/03/2011 Common Stock (2) 5,000 $ 6.475 D  
Non-Statutory Stock Option 06/29/2003 08/23/2012 Common Stock (3) 5,000 $ 4.94 D  
Non-Statutory Stock Option 06/29/2004 07/11/2013 Common Stock (4) 5,000 $ 9.46 D  
Non-Statutory Stock Option 05/22/2005 09/19/2013 Common Stock (5) 15,000 $ 10.105 D  
Non-Statutory Stock Option 05/27/2006 05/27/2014 Common Stock (6) 20,000 $ 11.25 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Willard Stephen H
C/O E*TRADE FINANCIAL CORPORATION
135 E. 57TH STREET
NEW YORK, NY 10005		   X      

Signatures

/s/ Russell S. Elmer, as Attorney in Fact 04/28/2005
**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) Granted 6/28/2000 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments on the anniversary date of grant.
(2) Granted 8/3/2001 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments annually, with the first installment of 1,250 shares exercisable on 6/29/2002.
(3) Granted 8/23/2002 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments annually, with the first installment of 1,250 shares exercisable on 6/29/2003.
(4) Granted 7/11/2003 from 1996 Stock Incentive Plan, exercisable in four (4) equal installments annually, with the first installment of 1,250 shares exercisable on 6/29/2004.
(5) Granted 9/19/2003 from 1996 Stock Incentive Plan, fully vested and exercisable on 5/22/2005.
(6) Granted 5/27/2004 from 1996 Stock Incentive Plan, fully vested and exercisable on the second anniversary date of the grant.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.