Filed Pursuant to Rule 424(b)(3) Registration No. 333-35802 Prospectus Supplement No. 6 dated February 1, 2001 to Prospectus dated May 19, 2000, as supplemented on June 21, 2000, July 20, 2000, August 1, 2000, September 21, 2000 and January 12, 2001 E*TRADE Group, Inc. $650,000,000 6% Convertible Subordinated Notes due February 1, 2007 and 27,542,373 Shares of Common Stock Issuable upon Conversion of the Notes The information contained in the table appearing under the heading "Selling Securityholders" on pages 43-44 of the prospectus with respect to the Selling Securityholders named below is hereby deleted and restated with the following information: Shares of Principal Amount Percentage Common Stock of Notes that of Notes that May Be Name of Selling Securityholder(1) May Be Sold Outstanding Sold(2) ---------------------------------- ---------------- ----------- ------------ Lakeshore International, Ltd....................... $1,500,000 * 63,559 Other holders of notes or future transferees of such holders (3)................................... $4,291,000 * 181,822