424B3 1 may1402_424b3.txt Filed Pursuant to Rule 424(b)(3) Registration No. 333-64102 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 24, 2001 E*TRADE GROUP, INC. $325,000,000 6.75% Convertible Subordinated Notes Due 2008 and Shares of Common Stock Issuable Upon Conversion of the Notes The information contained in the table appearing under the heading "Selling Securityholders" on pages 40-42 of the prospectus with respect to the selling securityholders named below is hereby amended as follows: Number of Number of Principal Shares of Shares of Percentage Principal Amount Percentage Number of Common Common of Common Principal Amount of of Notes of Notes Shares of Stock Stock Stock Amount of Notes Owned Owned Common Registered Owned Owned Notes Registered After After Stock for Sale After After Beneficially for Sale Offering Offering Beneficially Hereby Offering Offering Name of Selling Securityholder Owned Hereby (1) (1) Owned (2) (1)(2) (1)(2) (1)(2)(3) ------------------------------ ------------ ---------- --------- ---------- ------------ ---------- --------- ---------- Bankgesellschaft Berlin AG 2,000,000 2,000,000 -- * 183,066 183,066 -- * CRT Capital Group, LLC 2,000,000 2,000,000 -- * 183,066 183,066 -- * Tribeca Investments, LLC 25,000,000 25,000,000 -- * 2,288,330 2,288,330 -- * Other holders of notes or future transferees, pledgees, donees or successors of any holders(4) 1,295,000 1,295,000 -- * 118,535 118,535 -- * Investing in our notes and common stock involves risks. See "Risk Factors" included in the prospectus beginning on page 4 of the prospectus. ------------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. ------------------------------- =============================================================================== The date of this prospectus supplement is May 14, 2002