Filed Pursuant to Rule 424(b)(3) Registration No. 333-35802 Prospectus Supplement No. 8 dated May 31, 2001 to Prospectus dated May 19, 2000, as supplemented on June 21, 2000, July 20, 2000, August 1, 2000, September 21, 2000, January 12, 2001, February 1, 2001 and April 20, 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: Percentage Shares of Principal Amount of Common Stock of Notes that Notes that May Be Name of Selling Securityholder(1) May Be Sold Outstanding Sold(2) --------------------------------- ---------------- ----------- ------------ BT Equity Strategies................................ $1,000,000 * 42,373 Other holders of notes or future transferees of such holders (3)................................... $ 0 * 0