FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Pizzi Michael A.   2. Issuer Name and Ticker or Trading Symbol E TRADE FINANCIAL CORP [ETFC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chief Operating Officer (Last) (First) (Middle) 11 TIMES SQUARE, 32ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/06/2019 (Street) NEW YORK, NY 10036 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/06/2019   A   6,514 (1) A $ 0 87,423 D   Common Stock 02/06/2019   F   2,968 (2) D $ 46.9825 84,455 D   Common Stock 02/06/2019   A   10,420 (3) A $ 0 94,875 D   Common Stock 02/06/2019   F   4,748 (4) D $ 46.9825 90,127 D   Common Stock 02/06/2019   A   4,213 (5) A $ 0 94,340 D   Common Stock 02/06/2019   F   1,920 (6) D $ 46.9825 92,420 D   Common Stock 02/06/2019   A   4,213 (5) A $ 0 96,633 D   Common Stock 02/06/2019   F   1,920 (6) D $ 46.9825 94,713 D   Common Stock 02/08/2019   A   29,311 (7) A $ 0 124,024 D   Common Stock 02/08/2019   A   5,427 (7) A $ 0 129,451 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pizzi Michael A. 11 TIMES SQUARE 32ND FLOOR NEW YORK, NY 10036			EVP, Chief Operating Officer

Signatures

By: Lori Sher For: Michael A. Pizzi		02/08/2019
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the number of shares of Common Stock received in settlement of performance share units previously granted to the reporting person on February 5, 2016, which vested based upon the Company's achievement of earnings per share and return on equity targets relating to 2018.
(2)	Shares reported were withheld for payment of taxes associated with the vesting of performance share units previously granted on February 5, 2016.
(3)	Represents the number of shares of Common Stock received in settlement of performance share units previously granted to the reporting person on February 3, 2017, which vested based upon the Company's achievement of earnings per share and return on equity targets relating to 2018.
(4)	Shares reported were withheld for payment of taxes associated with the vesting of performance share units previously granted on February 3, 2017.
(5)	Represents the number of shares of Common Stock received in settlement of performance share units previously granted to the reporting person on February 9, 2018, which vested based upon the Company's achievement of earnings per share and return on equity targets relating to 2018.
(6)	Shares reported were withheld for payment of taxes associated with the vesting of performance share units previously granted on February 9, 2018.
(7)	Restricted Stock Unit award that will vest over three years, with one-third vesting on February 8, 2020; one-third vesting on February 8, 2021; and the remaining one-third vesting on February 8, 2022.

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