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 * CITADEL ADVISORS LLC   2. Issuer Name and Ticker or Trading Symbol E TRADE FINANCIAL Corp [ETFC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CITADEL LLC, 131 S. DEARBORN ST., 32ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 12/19/2011 (Street) CHICAGO, IL 60603 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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               4,784 D (1)   Common Stock               27,394,448 D (2)   Common Stock 12/19/2011   P   1,975 A $ 7.49 26,729 D (3) (4) (5)

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
CITADEL ADVISORS LLC C/O CITADEL LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603	X
CITADEL HOLDINGS I LP C/O CITADEL LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603	X
CITADEL HOLDINGS II LP C/O CITADEL LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603	X
CITADEL SECURITIES LLC C/O CITADEL LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603	X
CITADEL DERIVATIVES TRADING LTD C/O CITADEL LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603	X
CITADEL INVESTMENT GROUP II, L.L.C. C/O CITADEL LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603	X
CITADEL EQUITY FUND LTD C/O CITADEL LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603	X
GRIFFIN KENNETH C C/O CITADEL LLC 131 S. DEARBORN ST., 32ND FLOOR CHICAGO, IL 60603	X

Signatures

/s/ John C. Nagel, Authorized Signatory		12/21/2011
**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)	This security is owned by Citadel Derivatives Trading Ltd.
(2)	This security is owned by Citadel Equity Fund Ltd.
(3)	This security is owned by Citadel Securities LLC.
(4)	On November 10, 2011, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Initial Depositor"), gave notice to The Bank of New York Mellon ( "Trustee"), of its decision to early terminate the Internet HOLDRS Trust effective on the closing date of an Asset Purchase Agreement dated August 11, 2011 between Merrill Lynch & Co., Inc. and Van Eck Associates Corporation ("Van Eck" and, such agreement, the "Agreement"). Such notice notified the Trustee that the closing under the Agreement (the "Closing") will constitute an "early termination" under the Depositary Trust Agreement dated September 2, 1999, as amended by Amendment No. 1 dated as of August 11, 2011, governing the Internet HOLDRS Trust. The Closing was scheduled to occur on or about December 20, 2011, unless extended by Van Eck.
(5)	Citadel Securities LLC was the owner of certain Internet Holding Company Depositary Receipts ("Internet Depositary Receipts"). On December 19, 2011, because of the planned termination of the Internet HOLDRS Trust, certain of Citadel Securities LLC's Internet Depositary Receipts were redeemed in kind. As a result of that redemption, Citadel Securities LLC received 1,975 shares of Common Stock of the Issuer. The Common Stock of the Issuer was one of the many portfolio securities owned by the Internet HOLDRS Trust and distributed to Citadel Securities LLC as a result of the redemption. To the extent that the trades reported here could be deemed to generate recoverable short-swing profits beyond those resulting from the trades reported on the Form 4 filed by the Reporting Persons on November 2, 2011, the Reporting Persons intend to reimburse the issuer for any such incremental short swing profits.
Remarks: Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. Mr. Griffin serves as the deputized director of the Reporting Persons.

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