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PROSPECTUS SUPPLEMENT DATED NOVEMBER 6, 2000
(TO PROSPECTUS DATED AUGUST 31, 2000)
Filed Pursuant to
Rule 424(b)(3) and (c)
Commission File No. 333-44538
230,447 Shares
E*TRADE GROUP, INC.
Common Stock
This Prospectus Supplement supplements the Prospectus dated August 31,
2000 (the "Prospectus") of E*TRADE Group, Inc. ("E*TRADE" or the "Company")
relating to the public offering, which is not being underwritten, and sale by
certain shareholders of the Company or by pledgees, donees, transferees or other
successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer (the "Selling Shareholders") of
up to 230,447 shares of E*TRADE's Common Stock, par value $0.01 per share (the
"Common Stock"). All of the Shares were originally issued by the Company in
connection with the merger of Electronic Investing Corporation ("EIC"), a
Delaware corporation, with and into Canopy Acquisition Corp. ("Canopy
Acquisition"), a wholly-owned subsidiary of the Company, with Canopy Acquisition
being the surviving corporation (the "Merger"). This Prospectus Supplement
should be read in conjunction with the Prospectus, and this Prospectus
Supplement is qualified by reference to the Prospectus except to the extent that
information herein contained supersedes the information contained in the
Prospectus. Capitalized terms used in this Prospectus Supplement and not
otherwise defined herein have the meanings specified in the Prospectus.
SELLING STOCKHOLDERS
Recently, Ryan Randall and Kevin Carter each transferred 13,601 shares
of Common Stock to Frank Martinez. The following table provides certain
information with respect to the number of shares of Common Stock beneficially
owned by a stockholder of the Company, the percentage of outstanding shares of
Common Stock of the Company this represents and the number of shares of Common
Stock to be registered for sale hereby. The table of Selling Stockholders in
the Prospectus is hereby amended to increase the number of shares of Common
Stock beneficially owned by Frank Martinez and the number of shares of Common
Stock registered for sale hereby, and to decrease the number of shares of Common
Stock beneficially owned by each of Ryan Randall and Kevin Carter and the number
of shares of Common Stock registered for sale hereby.
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned(1) Shares Sale Hereby(1)
--------------------------- ------------ ----------- --------------
Frank Martinez 40,477 * 40,477
Kevin Carter 36,580 * 36,580
Ryan Randall 29,258 * 29,258
___________________________
* Represents beneficial ownership of less than 1%.
(1) The registration statement to which the Prospectus and this Prospectus
Supplement relate shall also cover any additional shares of Common Stock
that become issuable in connection with the Shares registered for sale
hereby by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
that results in an increase in the number of the Company's outstanding
shares of Common Stock.
