UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
E*Trade Group, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
269246104
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the reminder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Page 2 of 9 pages
CUSIP NO. 269246104 13G
1. Name of Reporting Person General Atlantic Partners, LLC
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3. S.E.C. Use Only
4. Citizenship or Place of Organization Delaware
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 5,770,330
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 5,770,330
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,770,330
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented by Amount in Row 9 18.7%
12. Type of Reporting Person 00
<PAGE>
Page 3 of 9 pages
CUSIP NO. 269246104 13G
5. Name of Reporting Person General Atlantic Partners II,
S.S. or I.R.S. Identifica- L.P.
tion No. of Above Person
2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
7. S.E.C. Use Only
8. Citizenship or Place of Organization Delaware
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 5,770,330
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 5,770,330
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,770,330
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented by Amount in Row 9 18.7%
12. Type of Reporting Person PN
<PAGE>
Page 4 of 9 pages
CUSIP NO. 269246104 13G
1. Name of Reporting Person GAP Coinvestment
S.S. or I.R.S. Identifica- Partners, L.P.
tion No. of Above Person
2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3. S.E.C. Use Only
4. Citizenship or Place of Organization New York
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 5,770,330
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 5,770,330
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,770,330
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented by Amount in Row 9 18.7%
12. Type of Reporting Person PN
<PAGE>
Page 5 of 9 pages
CUSIP NO. 269246104 13G
1. Name of Reporting Person Richard Braddock
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3. S.E.C. Use Only
4. Citizenship or Place of Organization U.S.A.
Number of Shares (5) Sole Voting Power 345,830
Beneficially (6) Shared Voting Power 0
Owned by Each (7) Sole Dispositive Power 345,830
Reporting Person (8) Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
345,830
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented by Amount in Row 9 1.1%
12. Type of Reporting Person IN
<PAGE>
Page 6 of 9 pages
CUSIP No. 269246104
Item 1. (a) Name of Issuer
--------------
E*Trade Group, Inc.
(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
Four Embarcadero Place
2400 Geng Road
Palo Alto, CA 94303
Item 2. (a) Names of Persons Filing
-----------------------
General Atlantic Partners, LLC ("LLC")
General Atlantic Partners II, L.P. ("GAP II")
GAP Coinvestment Partners, L.P. ("GAPCO")
Richard Braddock ("Braddock" and, together with LLC, GAP II, and
GAPCO, the "Reporting Persons")
(b) Address of Principal Business Office
------------------------------------
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, CT 06830
(c) Citizenship
-----------
LLC - Delaware
GAP II -- Delaware
GAPCO -- New York
Braddock -- U.S.A.
(d) Title of Class of Securities
----------------------------
Common Stock, par value $.01 per share (the "Shares")
(e) CUSIP Number
------------
269246104
Item 3. This statement is not filed pursuant to either Rule 13d-1(b)
or 13d- 2(b).
<PAGE>
Page 7 of 9 pages
CUSIP No. 269246104
Item 4. As of July 10, 1997, LLC, GAP II, GAPCO and Braddock owned of
record no Shares, 5,058,220 Shares, 712,110 Shares and 345,830
Shares, respectively, or 0%, 16.4%, 2.3% and 1.1%, respectively,
of the issued and outstanding Shares. The general partner of GAP
II is LLC. The managing members of LLC are Steven A. Denning,
David C. Hodgson, Stephen P. Reynolds, J. Michael Cline, William
O. Grabe and William E. Ford (collectively, the "GAP Managing
Members"). Braddock is a director of E*Trade Group, Inc., and is
a consultant to LLC. The GAP Managing Members are the general
partners of GAPCO. By virtue of the fact that the GAP Managing
Members are also the general partners authorized and empowered
to vote and dispose of the securities held by GAPCO; LLC, GAP II
and GAPCO may be deemed to share voting power and the power to
direct the disposition of the Shares which each of them owns of
record. Although Braddock is a consultant to LLC, the other
Reporting Persons do not possess any voting or dispositive power
over the Shares Braddock owns of record. Braddock does not
possess any voting or dispositive power over the Shares the
other Reporting Persons own of record. However, there is an oral
agreement between Braddock and the other Reporting Persons that
Braddock will dispose of his Shares proportionately with the
other Reporting Persons. As of July 10, 1997, each of LLC, GAP
II and GAPCO may be deemed to own beneficially an aggregate of
5,770,330 Shares or 18.7% of the issued and outstanding Shares,
and Braddock may be deemed to own beneficially an aggregate of
345,830 Shares or 1.1% of the issued and outstanding Shares.
Each of LLC, GAP II and GAPCO has the shared power to direct the
vote and the shared power to direct the disposition of the
5,770,330 Shares that may be deemed to be owned beneficially by
each of them, and Braddock has the sole power to direct the vote
and the sole power to direct the disposition of the 345,830
Shares that are owned beneficially by him.
Item 5. Ownership of Five Percent or Less of a Class
--------------------------------------------
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
---------------------------------------------------------------
See Item 4.
Item 7. Identification and Classification of Subsidiary Which Acquired
--------------------------------------------------------------
the Security Being Reported on By the Parent Holding Company
------------------------------------------------------------
Not applicable.
<PAGE>
Page 8 of 9 pages
CUSIP No. 269246104
Item 8. Identification and Classification of Members of the Group
---------------------------------------------------------
See Item 4.
Item 9. Notice of Dissolution of Group
------------------------------
Not applicable.
Item 10. Certification
-------------
Not applicable.
<PAGE>
Page 9 of 9 pages
CUSIP No. 269246104
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated as of July 14, 1997.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Stephen P. Reynolds
---------------------------------
Stephen P. Reynolds,
a Managing Member
GENERAL ATLANTIC PARTNERS II, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC
its General Partner
By: /s/ Stephen P. Reynolds
---------------------------------
Stephen P. Reynolds,
a Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Stephen P. Reynolds
---------------------------------
Stephen P. Reynolds
a General Partner
/s/ Richard Braddock
---------------------------------
Richard Braddock