UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

Date of Report: November 14, 2012
(Date of earliest event reported)


E*TRADE Financial Corporation
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (646) 521-4300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective November 14, 2012 (the “Effective Date”), the Board of Directors expanded the number of members of the Board from ten to eleven and elected Mr. James Lam as a Director.  Mr. Lam will stand for re-election at the next Annual Stockholders Meeting in May, 2013.  The Board of Directors appointed Mr. Lam to serve as a member of the Audit Committee and as a member of and Chair of its Risk Oversight Committee.

Consistent with the Company’s non-employee director compensation policy, as of the Effective Date, the Board of Directors approved the payment of a pro-rata retainer to Mr. Lam in the amount of $30,000 in cash; and a grant of restricted stock with a fair market value on the date of grant equal to $25,000, which will vest one-year from the grant date.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.