Securities Exchange Act of 1934
Rule 14a-8

February 11, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

The proposal amends the bylaws to require that E*TRADE include in its proxy materials the name, along with certain disclosures and statements, of any person nominated for election to the board by a stockholder who has beneficially owned 3% or more of E*TRADE's outstanding common stock for at least two years.

There appears to be some basis for your view that E*TRADE may exclude the proposal under rule 14a-8(i)(8). Accordingly, we will not recommend enforcement action to the Commission if E*TRADE omits the proposal from its proxy materials in reliance on rule 14a-8(i)(8).

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/etrade021108-14a8.htm