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¨	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

x	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

For the transition period from October 1, 2000 to December 31, 2000

Delaware (State or other jurisdiction of incorporation or organization)

94-2844166 (I.R.S. Employer Identification Number)

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				Page
		Part I—Financial Information
Item 1.		Financial Statements		3
		Consolidated Statements of Operations		3
		Consolidated Balance Sheets		4
		Condensed Consolidated Statements of Cash Flows		5
		Notes to Condensed Consolidated Financial Statements		6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		43
		Part II—Other Information
Item 1.		Legal and Administrative Proceedings		46
Item 2.		Changes in Securities and Use of Proceeds		47
Item 3.		Defaults Upon Senior Securities		47
Item 4.		Submission of Matters to a Vote of Security Holders		47
Item 5.		Other Information		48
Item 6.		Exhibits and Reports on Form 8-K		49
Signatures				50

		Three Months Ended December 31,
		2000			1999
Revenues:
Transaction revenues		$  153,405			$152,312
Interest income		337,890			157,680
Global and institutional		37,454			38,623
Other		40,283			19,294
Gross revenues		569,032			367,909
Interest expense		(233,619	)		(94,312	)
Provision for loan losses		(1,647	)		(537	)
Net revenues		333,766			273,060
Cost of services		133,260			115,254
Operating expenses:
Selling and marketing		97,940			131,829
Technology development		29,161			37,297
General and administrative		57,901			43,405
Amortization of goodwill and other intangibles		7,811			2,164
Acquisition-related expenses		784			5,787
Total operating expenses		193,597			220,482
Total cost of services and operating expenses		326,857			335,736
Operating income (loss)		6,909			(62,676	)
Non-operating income (expense):
Corporate interest income		7,061			2,210
Corporate interest expense		(11,211	)		(32	)
Gain on sale of investments		3,582			31,316
Equity in losses of investments		(61	)		(3,889	)
Unrealized gain (loss) on venture funds		(6,158	)		25,453
Fair value adjustments of financial derivatives		4,668			—
Other		(1,561	)		163
Total non-operating income (expense)		(3,680	)		55,221
Pre-tax income (loss)		3,229			(7,455	)
Income tax expense (benefit)		1,905			(694	)
Minority interest in subsidiaries		(112	)		495
Income (loss) before cumulative effect of change in accounting principle		1,436			(7,256	)
Cumulative effect of change in accounting principle, net of tax (See Note 14)		(83	)		—
Net income (loss)		$      1,353			$  (7,256	)
Income (loss) per share before cumulative effect of change in accounting principle (See Note 10):
Basic		$        0.00			$    (0.02	)
Diluted		$        0.00			$    (0.02	)
Net income (loss) per share:
Basic		$        0.00			$    (0.02	)
Diluted		$        0.00			$    (0.02	)
Shares used in computation of per share data (See Note 10):
Basic		311,413			291,214
Diluted		321,430			291,214

		December 31, 2000			September 30, 2000
		(unaudited)
ASSETS
Cash and equivalents		$      212,430			$      175,443
Cash and investments required to be segregated under Federal or other      regulations		122,327			125,862
Brokerage receivables—net		4,639,078			6,542,508
Mortgage-backed securities		5,058,919			4,188,553
Loans receivable—net		5,039,602			4,172,754
Investments		1,350,797			985,218
Property and equipment—net		368,355			334,262
Goodwill and other intangibles		441,984			484,166
Other assets		507,618			308,671
Total assets		$17,741,110			$17,317,437
LIABILITIES AND SHAREOWNERS’ EQUITY
Liabilities:
Brokerage payables		$  4,226,124			$  6,055,530
Banking deposits		5,750,209			4,721,801
Borrowings by bank subsidiary		4,629,353			3,531,000
Convertible subordinated notes		650,000			650,000
Accounts payable, accrued and other liabilities		708,629			471,626
Total liabilities		15,964,315			15,429,957
Company-obligated manditorily redeemable preferred capital securities of      subsidiary trusts holding solely junior subordinated debentures of the Company      (redemption value $32,400)		30,747			30,647
Commitments and contingencies
Shareowners’ equity:
Preferred stock, shares authorized: 1,000,000; issued and outstanding: none                at December 31, 2000 and September 30, 2000		—			—
Shares exchangeable into common stock, $.01 par value, shares authorized:                10,644,223; issued and outstanding: 4,101,504 at December 31, 2000 and                5,619,543 at September 30, 2000		41			56
Common stock, $.01 par value, shares authorized: 600,000,000; issued and                outstanding: 308,220,126 at December 31, 2000 and 304,504,764 at                September 30, 2000		3,082			3,045
Additional paid-in capital		1,827,444			1,814,581
Unearned Employee Stock Ownership Plan shares		(1,422	)		(1,560	)
Shareowners’ notes receivable		(19,640	)		(19,103	)
Accumulated deficit		(5,555	)		(6,908	)
Accumulated other comprehensive income (loss)		(57,902	)		66,722
Total shareowners’ equity		1,746,048			1,856,833
Total liabilities and shareowners’ equity		$17,741,110			$17,317,437

		Three Months Ended December 31,
		2000			1999
Net cash provided by (used in) operating activities		$      40,911			$    (75,403	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of mortgage-backed securities, available-for-sale securities, and other              investments, net of securities received in business acquisitions		(5,310,382	)		(1,159,594	)
Proceeds from sales, maturities of and principal payments on mortgage-backed securities,              available-for-sale securities, and other investments		4,061,465			632,054
Net increase in loans receivable, net of loans received in business acquisitions		(868,752	)		(271,299	)
Increase (decrease) in restricted deposits		126			(49,759	)
Cash used in business acquisitions, net of cash received in business acquisitions		(1,202	)		(26,707	)
Purchases of property and equipment, net of property and equipment received in business              acquisitions		(61,686	)		(35,177	)
Proceeds from the sale of international subsidiary		63,007			—
Other		628			189
Net cash used in investing activities		(2,116,796	)		(910,293	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in banking deposits		1,028,408			551,521
Advances from the Federal Home Loan Bank of Atlanta		2,483,500			946,000
Payments on advances from the Federal Home Loan Bank of Atlanta		(2,383,500	)		(730,000	)
Net increase in securities sold under agreements to repurchase		998,353			276,684
Issuance of loans to related parties		(30,500	)		—
Proceeds from issuance of common stock from associate stock transactions		3,206			7,214
Proceeds from bank loans and lines of credit, net of transaction costs		18,000			102,535
Payments on bank loans and lines of credit		(1,367	)		—
Repayment of capital lease obligations		(3,039	)		—
Other		(189	)		264
Net cash provided by financing activities		2,112,872			1,154,218
INCREASE IN CASH AND EQUIVALENTS		36,987			168,522
CASH AND EQUIVALENTS—Beginning of period		175,443			157,705
CASH AND EQUIVALENTS—End of period		$    212,430			$    326,227
SUPPLEMENTAL DISCLOSURES:
Non-cash investing and financing activities:
Unrealized gain (loss) on av ailable-for-sale securities		$    (56,059	)		$    325,159
Tax benefit on exercise of stock options		$        1,828			$      10,017
Assets acquired under capital lease obligations		$          —			$      31,698
Financial derivatives recorded at fair market value		$    172,918			—
Purchase acquisitions, net of cash acquired:
Common stock issued and stock options assumed		$        8,690			$    323,967
Cash paid, less acquired (including acquisition costs)		2,071			26,707
Liabilities assumed		—			6,000
Payable for purchase of international subsidiary		18,852
Carrying value of joint-venture investment		—			5,343
Fair value of assets acquired (including goodwill of $28,336 and $357,397)		$      29,613			$    362,017

		December 31, 2000		September 30, 2000
Receivable from customers and non-customers (less allowance for doubtful      accounts of $5,916 at December 31, 2000 and $3,887 at September 30, 2000)		$3,340,302		$5,173,220
Receivable from brokers, dealers and clearing organizations:
Net settlement and deposits with clearing organizations		98,619		89,031
Deposits paid for securities borrowed		1,184,195		1,267,109
Securities failed to deliver		1,713		1,970
Other		14,249		11,178
Total brokerage receivables—net		$4,639,078		$6,542,508
Payable to customers and non-customers		$1,518,533		$1,735,228
Payable to brokers, dealers and clearing organizations:
Deposits received for securities loaned		2,690,696		4,296,399
Securities failed to receive		1,734		6,266
Other		15,161		17,637
Total brokerage payables		$4,226,124		$6,055,530

		December 31, 2000		September 30, 2000
Trading securities		$    172,118		$    3,867
Available-for-sale investment securities(1)		1,058,142		861,334
Equity method and other investments:
Joint ventures		38,471		30,492
Venture capital funds		47,816		50,974
Other investments		34,250		38,551
Total investments		$1,350,797		$985,218

(1)	Includes investments in the E*TRADE Russell 2000 Index Fund, E*TRADE Global Titan Fund and the E*TRADE S&P 500 Fund.

		Three Months Ended December 31,
		2000			1999
Net income (loss)		$      1,353			$  (7,256	)
Changes in other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities, net of tax		(45,108	)		192,236
Unrealized loss on derivative instruments, net of tax (see Note 14)		(79,723	)		—
Cumulative translation adjustments		207			67
Total comprehensive income (loss)		$(123,271	)		$185,047

		Three Months Ended December 31,
		2000						1999
		Basic income per share			Diluted income per share			Basic and diluted loss per share
Numerator:
Income (loss) before cumulative effect of change in accounting                principle		$    1,436			$    1,436			$  (7,256	)
Cumulative effect of change in accounting principle, net of tax		(83	)		(83	)		—
Net income (loss)		$    1,353			$    1,353			$  (7,256	)
Denominator:
Weighted average shares outstanding		311,413			311,413			291,214
Dilutive effect of options outstanding		—			9,559			—
Dilutive effect of warrants outstanding		—			458			—
		311,413			321,430			291,214

		Three Months Ended December 31,
		2000		1999
Options excluded from computation of diluted net income (loss) per share		19,280		1,096
Exercise price ranges:
High		$  58.75		$58.75
Low		$  11.78		$29.25

		December 31, 2000			September 30, 2000
Net capital		$419,730			$479,036
Percentage of aggregate debit balances		12.5	%		9.2	%
Required net capital		$  67,398			$103,747
Excess net capital		$352,332			$375,289

		December 31, 2000						September 30, 2000
		Required Net Capital		Net Capital		Excess Net Capital		Required Net Capital		Net Capital		Excess Net Capital
E*TRADE Institutional Securities, Inc.		$250		$  2,236		$  1,986		$250		$  1,161		$    911
E*TRADE Investor Select, Inc.		$    5		$    233		$    228		$    5		$    351		$    346
Marquette Securities, Inc.		$250		$    486		$    236		$250		$    536		$    286
E*TRADE Capital Markets, Inc.		$151		$12,708		$12,557		$113		$21,774		$21,661
E*TRADE Canada Securities Corporation		$  67		$    149		$      82		$100		$    233		$    133

		Actual					Required for Capital Adequacy Purposes					Required to be Well Capitalized Under Prompt Corrective Action Provisions
		Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2000:
Core Capital (to adjusted tangible                assets)		$616,261		5.4	%		>$453,291		> 4.0	%		>$566,614		> 5.0	%
Tangible Capital (to tangible assets)		$616,261		5.4	%		>$169,984		> 1.5	%		N/A		N/A
Tier I Capital (to risk weighted                assets)		$616,261		13.5	%		N/A		N/A			>$273,409		> 6.0	%
Total Capital (to risk weighted assets)		$628,728		13.8	%		>$364,545		> 8.0	%		>$455,681		> 10.0	%
As of September 30, 2000:
Core Capital (to adjusted tangible                assets)		$582,058		6.5	%		>$359,874		> 4.0	%		>$449,843		> 5.0	%
Tangible Capital (to tangible assets)		$582,058		6.5	%		>$134,953		> 1.5	%		N/A		N/A
Tier I Capital (to risk weighted                assets)		$582,058		16.8	%		N/A		N/A			>$207,890		> 6.0	%
Total Capital (to risk weighted assets)		$592,597		17.1	%		>$277,186		> 8.0	%		>$346,483		> 10.0	%

		Domestic Retail Brokerage & Other			Banking		Global and Institutional			Total
Three Months Ended December 31, 2000:
Interest income-net of interest expense		$      62,620			$        39,560		$    2,091			$      104,271
Non-interest revenue-net of provision for loan                losses		172,266			14,118		43,111			229,495
Net revenues		$    234,886			$        53,678		$  45,202			$      333,766
Operating income (loss)		$        4,093			$          9,995		$  (7,179	)		$          6,909
Three Months Ended December 31, 1999:
Interest income-net of interest expense		$      41,399			$        21,332		$      637			$        63,368
Non-interest revenue-net of provision for loan                losses		169,378			2,091		38,223			209,692
Net revenues		$    210,777			$        23,423		$  38,860			$      273,060
Operating income (loss)		$    (64,149	)		$          2,202		$      (729	)		$      (62,676	)
As of December 31, 2000:
Segment assets		$6,030,304			$11,299,867		$410,939			$17,741,110
As of September 30, 2000:
Segment assets		$7,805,843			$  9,027,185		$484,409			$17,317,437

		Cumulative Effect at October 1, 2000			Income (Expense) for the Three Months Ended December 31, 2000			Total
Cash Flow Hedges:
Ineffectiveness on interest rate caps/floors		$(125	)		$    —			$    (125	)
Fair Value Hedges:
Ineffectiveness on interest rate swaps		—			(1,536	)		(1,536	)
Ineffectiveness on interest rate caps/floors		—			(56	)		(56	)
Other Financial Derivatives:
Fair value adjustment for warrants		—			6,260			6,260
Total pre-tax		$(125	)		$  4,668			$  4,543
Total after-tax		$  (83	)		$  3,750			$  3,667

		Three Months Ended December 31,				Percentage Change
		2000		1999
Active domestic brokerage accounts		3,112,368		1,875,903		66	%
Active banking accounts		362,617		130,635		178	%
Active global and institutional accounts		84,024		21,872		284	%
Total active accounts at period end		3,559,009		2,028,410		75	%
Net new domestic brokerage accounts		160,422		325,269		(51	)%
Net new banking accounts		74,544		33,233		124	%
Net new global and institutional accounts		8,608		5,113		68	%
Total net new accounts		243,574		363,615		(33	)%
Cost per new account		$            302		$            300		1	%
Total assets in domestic brokerage accounts		$45,723,078		$44,077,713		4	%
Total deposits in banking accounts		5,657,156		2,622,331		116	%
Total assets in global and institutional accounts		1,220,981		629,164		94	%
Total assets/deposits in customer accounts		$52,601,215		$47,329,208		11	%
Total domestic brokerage transactions		9,101,409		8,470,409		7	%
Daily average domestic brokerage transactions		144,467		132,350		9	%
Average commission per domestic brokerage transaction		$          14.42		$          16.14		(11	)%

		Three Months Ended December 31,						Percentage Change
		2000			1999
Transaction revenues:
Commission		$131,259			$136,739			(4	)%
Order flow		22,146			15,573			42	%
Total transaction revenues		153,405			152,312			1	%
Interest income:
Brokerage-related activities		130,365			75,662			72	%
Banking-related activities		207,525			82,018			153	%
Total interest income		337,890			157,680			114	%
Global and institutional		37,454			38,623			(3	)%
Other		40,283			19,294			109	%
Gross revenues		569,032			367,909			55	%
Interest expense:
Brokerage-related activities		(65,654	)		(33,626	)		95	%
Banking-related activities		(167,965	)		(60,686	)		177	%
Total interest expense		(233,619	)		(94,312	)		148	%
Provision for loan losses		(1,647	)		(537	)		207	%
Net revenues		$333,766			$273,060			22	%

		Three Months Ended December 31,				Percentage Change
		2000		1999
Average customer margin balances		$4,325		$2,890		50	%
Average customer money market fund balances		$7,990		$5,278		51	%
Average customer credit balances (margin & credit)		$1,358		$1,114		22	%
Average stock loan balances (includes conduit)		$3,805		$2,515		51	%

		Three Months Ended December 31, 2000							Three Months Ended December 31, 1999
		Average Balance		Interest Income/ Expense		Average Annualized Yield/Cost			Average Balance		Interest Income/ Expense		Average Annualized Yield/Cost
Interest-earning banking assets:
Loans receivable, net		$  4,783,055		$  94,622		7.92	%		$2,337,629		$43,698		7.48	%
Interest-bearing deposits		47,788		766		6.38	%		45,524		581		5.06	%
Mortgage-backed and related available-             for-sale securities		5,159,007		100,278		7.77	%		1,887,358		33,369		7.07	%
Available-for-sale investment             securities		489,575		9,376		7.75	%		187,998		3,163		6.96	%
Investment in FHLB stock		96,684		1,883		7.75	%		37,837		740		7.75	%
Trading securities		31,686		600		7.58	%		23,823		467		7.84	%
Total interest-earning banking                     assets		10,607,795		$207,525		7.83	%		4,520,169		$82,018		7.27	%
Non-interest-earning banking assets		200,004							166,762
Total banking assets		$10,807,799							$4,686,931
Interest-bearing banking liabilities:
Retail deposits		$  4,971,208		$  81,571		6.52	%		$2,304,878		$33,379		5.74	%
Brokered callable certificates of             deposit		91,732		1,422		6.15	%		79,180		1,305		6.54	%
FHLB advances		1,881,571		32,438		6.74	%		739,185		10,903		5.77	%
Other borrowings		3,074,119		52,534		6.69	%		990,692		15,099		5.96	%
Total interest-bearing banking                     liabilities		10,018,630		$167,965		6.67	%		4,113,935		$60,686		5.85	%
Non-interest bearing banking liabilities		133,254							66,564
Total banking liabilities		10,151,884							4,180,499
Total banking shareowner’s                     equity		655,915							506,432
Total banking liabilities and shareowner’s     equity		$10,807,799							$4,686,931
Excess of interest-earning banking assets over     interest-bearing banking liabilities/net     interest income		$      589,165		$  39,560					$    406,234		$21,332
Net interest spread						1.16	%						1.42	%
Net interest margin (net yield on interest- earning banking assets)						1.50	%						1.90	%
Ratio of interest-earning banking assets to     interest-bearing banking liabilities						105.88	%						109.87	%
Return on average total banking assets						0.19	%*						0.10	%*
Return on average net banking assets						3.19	%*						0.95	%*
Equity to total banking assets						6.07	%						10.81	%

*	Ratios calculated by excluding Employee Stock Ownership Plan and merger related costs of $0.2 million and $0.3 million in the three months ended December 31, 2000 and 1999.

		Three Months Ended December 31,						Percentage Change
		2000			1999
Cost of services		$133,260			$115,254			16	%
Cost of services as a percentage of net revenues		40	%		42	%
Operating expenses:
Selling and marketing		97,940			131,829			(26	)%
Technology development		29,161			37,297			(22	)%
General and administrative		57,901			43,405			33	%
Amortization of goodwill and other intangibles		7,811			2,164			261	%
Acquisition-related expenses		784			5,787			(86	)%
Total operating expenses		$193,597			$220,482			(12	)%

Ÿ

American Express;

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America Online, Inc.;

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Ameritrade, Inc.;

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Bank of America;

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Charles Schwab & Co., Inc.;

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CSFBdirect (formerly DLJ direct);

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J.P. Morgan Chase;

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Citigroup, Inc.;

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Datek Online Holdings Corporation;

Ÿ

Fidelity Investments;

Ÿ

FleetBoston Financial;

Ÿ

Intuit Inc.;

Ÿ

Merrill Lynch, Pierce, Fenner & Smith Incorporated;

Ÿ

Microsoft Money;

Ÿ

Morgan Stanley Dean Witter;

Ÿ

National Discount Brokers (which is owned by Deutsche Bank);

Ÿ

Net.B@nk, Inc.;

Ÿ

PaineWebber Group, Inc. (which is owned by UBS AG);

Ÿ

Salomon Smith Barney, Inc. (which is owned by Citigroup);

Ÿ

TD Waterhouse Securities, Inc.;

Ÿ

Wells Fargo & Company;

Ÿ

WingspanBank.com;

Ÿ

Yahoo! Inc.

Ÿ

undetected errors in software programs or computer systems;

Ÿ

our inability to effectively resolve any error in our internal software programs or computer systems once they are detected; or

Ÿ

heavy stress placed on systems in the transaction process during certain peak trading times.

Ÿ

effectively using new technologies;

Ÿ

adapting our services and products to meet emerging industry standards;

Ÿ

developing, introducing and marketing service and product enhancements; or

Ÿ

developing, introducing and marketing new services and products.

Ÿ

unexpected changes in regulatory requirements, tariffs and other trade barriers;

Ÿ

difficulties in staffing and managing foreign operations;

Ÿ

the level of investor interest in cross-border trading;

Ÿ

authentication of online customers;

Ÿ

increased regulation of the use of customer data;

Ÿ

political instability;

Ÿ

fluctuations in currency exchange rates;

Ÿ

reduced protection for intellectual property rights in some countries;

Ÿ

seasonal reductions in business activity during the summer months in Europe and certain other parts of the world;

Ÿ

the level of adoption of the Internet in international markets; and

Ÿ

potentially adverse tax consequences.

Ÿ

difficulties in the assimilation of acquired operations and products;

Ÿ

diversion of management’s attention from other business concerns;

Ÿ

amortization of acquired intangible assets, with the effect of reducing our reported earnings; and

Ÿ

potential loss of key associates of acquired companies.

Ÿ

enforce our intellectual property rights;

Ÿ

protect our trade secrets;

Ÿ

determine the validity and scope of the proprietary rights of others; or

Ÿ

defend against claims of infringement or invalidity.

Ÿ

sales methods;

Ÿ

trading practices among broker-dealers;

Ÿ

execution of customers’ orders;

Ÿ

use and safekeeping of customers’ funds and securities;

Ÿ

capital structure;

Ÿ

record keeping;

Ÿ

advertising;

Ÿ

conduct of directors, officers and employees; and

Ÿ

supervision.

		Required Net Capital		Net Capital		Excess Net Capital
E*TRADE Securities, Inc.		$67,398		$419,730		$352,332
E*TRADE Institutional Securities, Inc.		$     250		$    2,236		$    1,986
E*TRADE Investor Select, Inc.		$         5		$       233		$       228
Marquette Securities, Inc.		$     250		$       486		$       236
E*TRADE Capital Markets, Inc.		$     151		$  12,708		$  12,557
E*TRADE Canada Securities Corporation		$       67		$       149		$         82

		Actual					To Be Well Capitalized Under Prompt Corrective Action Provisions
		Amount		Ratio			Amount		Ratio
Core Capital (to adjusted tangible assets)		$616,261		5.4	%		>$566,614		> 5.0	%
Tier 1 Capital (to risk weighted assets)		$616,261		13.5	%		>$273,409		> 6.0	%
Total Capital (to risk weighted assets)		$628,728		13.8	%		>$455,681		> 10.0	%

Ÿ

censures or fines;

Ÿ

suspension of all advertising;

Ÿ

the issuance of cease-and-desist orders; or

Ÿ

the suspension or expulsion of a broker-dealer or any of its officers or employees.

Ÿ

fluctuations in the fair market value of our equity investments in other companies, including through existing or future private investment funds managed by us;

Ÿ

fluctuations in interest rates, which will impact our investment and loan portfolios;

Ÿ

changes in trading volume in securities markets;

Ÿ

the success of, or costs associated with, acquisitions, joint ventures or other strategic relationships;

Ÿ

changes in key personnel;

Ÿ

seasonal trends;

Ÿ

customer acquisition costs, which may be affected by competitive conditions in the marketplace;

Ÿ

the timing of introductions or enhancements to online financial services and products by us or our competitors;

Ÿ

market acceptance of online financial services and products;

Ÿ

domestic and international regulation of the brokerage, banking and Internet industries;

Ÿ

accounting for derivative instruments and hedging activities;

Ÿ

changes in domestic or international tax rates;

Ÿ

changes in pricing policies by us or our competitors;

Ÿ

fluctuation in foreign exchange rates; and

Ÿ

changes in the level of operating expenses to support projected growth.

Ÿ

quarterly variations in operating results;

Ÿ

volatility in the stock market;

Ÿ

volatility in the general economy;

Ÿ

changes in interest rates;

Ÿ

announcements of acquisitions, technological innovations or new software, services or products by us or our competitors; and

Ÿ

changes in financial estimates and recommendations by securities analysts.

		Balance at December 31, 2000		Percent of Total			Repricing Within 0-3 Months			Repricing Within 4-12 Months			Repricing Within 1-5 Years			Repricing in More Than 5 Years
Interest-earning banking assets:
Loans receivable, net		$  5,039,602		45.74	%		$    206,421			$    940,031			$2,961,730			$    931,420
Mortgage-backed securities,              available-for-sale and              trading		5,230,794		47.48			274,690			1,370,906			2,490,818			1,094,380
Investment securities, available- for-sale and FHLB stock		695,491		6.31			185,212			141,565			158,903			209,811
Federal funds sold and interest              bearing deposits		51,632		0.47			—			10,326			41,306			—
Total interest-earning                       banking assets		11,017,519		100.00	%		$    666,323			$2,462,828			$5,652,757			$2,235,611
Non-interest-earning banking     assets		273,401
Total banking assets		$11,290,920
Interest-bearing banking liabilities:
Savings deposits		$      684,229		6.59	%		$          —			$        —			$    684,229			$          —
Time deposits		5,065,980		48.81			116,787			3,534,193			1,332,482			82,518
FHLB advances		1,737,000		16.73			1,337,000			—			350,000			50,000
Other borrowings		2,892,353		27.87			2,892,353			—			—			—
Total interest-bearing                       banking liabilities		10,379,562		100.00	%		$4,346,140			$3,534,193			$2,366,711			$    132,518
Non-interest-bearing banking     liabilities		261,792
Total banking liabilities		$10,641,354
Periodic gap							$(3,679,817	)		$(1,071,365	)		$3,286,046			$2,103,093
Cumulative gap							$(3,679,817	)		$(4,751,182	)		$(1,465,136	)		$    637,957
Cumulative gap to total assets							(32.6	)%		(42.1	)%		(13.0	)%		5.7	%
Cumulative gap to total assets hedge     affected							(1.1	)%		(4.0	)%		(11.2	)%		5.7	%
As of September 30, 2000:
Cumulative gap to total              assets							(36.9	)%		(49.1	)%		(24.0	)%		6.5	%
Cumulative gap to total assets              hedge affected							1.1	%		(12.8	)%		(21.5	)%		6.5	%

Election of Directors		For		Withhold
Ronald D. Fisher		249,604,186		5,283,003
William E. Ford		248,787,892		6,099,297
George Hayter		248,415,039		6,472,150

		For		Against		Abstain		Broker Non- Votes		Total
Votes		125,238,528		41,752,302		570,673		87,325,686		254,887,189

		For		Against		Abstain		BrokerNon- Votes		Total
Votes		123,640,113		43,382,622		538,768		87,325,686		254,887,189

		For		Against		Abstain		Total
Votes		209,160,568		45,150,203		576,418		254,887,189

		For		Against		Abstain		Total
Votes		241,585,705		12,289,735		1,011,749		254,887,189

		For		Against		Abstain		Total
Votes		252,633,955		1,759,749		493,485		254,887,189

Exhibit Number		Description
*10.1		Form of Stock Pledge Agreement by and between the Company and Jerry Gramaglia dated December 20, 2000
*10.2		Form of Note Secured by Stock Pledge Agreement by and between the Company and Jerry Gramaglia dated December 20, 2000
*10.3		Form of Note Secured by a Deed of Trust dated November 30, 2000, by and between the Company and Christos M. Cotsakos and Hannah B. Cotsakos
*10.4		Form of Note, Loan Agreement and Unit Pledge Agreement dated November 30, 2000 by and between the Company and William A. Porter
*10.5		Supplemental Executive Retirement Plan dated January 1, 2001
*10.6		Form of Note and Loan Agreement dated December 1, 2000 by and between the Company and Brigitte VanBaelen.

*	Filed herewith.

E*TRADE Group, Inc.

(Registrant)

Dated: February 14, 2001

/s/    CHRISTOS M. COTSAKOS

By:

Christos M. Cotsakos

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

/s/    LEONARD C. PURKIS

By:

Leonard C. Purkis

Chief Financial Officer

(Principal Financial and Accounting Officer)