content: <PAGE>
  
                       SECURITIES AND EXCHANGE COMMISSION
  
                             Washington, D.C. 20549
  
                                 ______________
  
                                    FORM 8-K
  
                                 CURRENT REPORT
  
  
                     Pursuant to Section 13 or 15(d) of the
  
                         Securities Exchange Act of 1934
  
  
  
  Date of Report (Date of earliest event reported)     May 31, 1999
                                                  -------------------------------
  
                               E*TRADE Group, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)
  
             Delaware                   1-11921              94-2844166
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission           (IRS Employer
       of incorporation)             File Number)        Identification No.)
  
  
  Four Embarcadereo Place, 2400 Geng Road, Palo Alto, California      94303
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip Code)
  
  
  
  Registrant's telephone number, including area code    (650) 842-2500
                                                    -----------------------------
  
                                 Not Applicable
  --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
  <PAGE>
  
  ITEM 5  OTHER EVENTS
          ------------
  
            On May 31, 1999, E*TRADE Group, Inc. ("E*TRADE") entered into an
  Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with
  Telebanc Financial Corporation, a Delaware corporation ("Telebanc"), pursuant to
  which E*TRADE has agreed to acquire Telebanc.  A copy of the Merger Agreement is
  attached hereto as Exhibit 2.1 and incorporated herein by reference.  The
                     -----------
  acquisition is to be effected through the issuance of 2.1 shares, subject to
  adjustment, of E*TRADE common stock in exchange for each share of common stock
  of Telebanc outstanding immediately prior to the consummation of the transaction
  and the assumption of Telebanc's outstanding stock options based on such
  exchange ratio.  It is expected that, after giving effect to the previously
  announced 2-for-1 stock split of Telebanc, the exchange ratio will be adjusted
  to 1.05.  The transaction is intended to qualify as a tax-free reorganization
  under the Internal Revenue Code of 1986, as amended.  The purpose of the
  transaction is to extend E*TRADE's presence in the on-line financial services
  markets to include on-line banking services.  The consummation of the
  transaction is subject to the satisfaction of certain conditions, including the
  approval of the Office of Thrift Supervision and shareholders of Telebanc and
  E*TRADE.
  
            In connection with the transaction, E*TRADE and Telebanc also entered
  into a Stock Option Agreement on May 31, 1999, pursuant to which Telebanc has
  agreed to issue and sell up to 3,369,881 newly-issued shares of its common
  stock to E*TRADE under certain circumstances. A copy of the Stock Option
  Agreement is attached hereto as Exhibit 10.1 and incorporated by reference. In
  addition, certain affiliates of Telebanc beneficially owning approximately
  9.6% of the outstanding common stock of Telebanc have agreed to vote in favor of
  approval of the Transaction.
  
            A copy of the press release announcing the Merger Agreement with
  Telebanc is attached hereto as Exhibit 99.1 and incorporated herein by
  reference.                     ------------
  
  
  Item 7      FINANCIAL STATEMENTS AND EXHIBITS
  ------      ---------------------------------
  
       (c)  Exhibits.  The following documents are filed as exhibits to this
            --------   report:
  
            2.1    Agreement and Plan of Merger and Reorganization dated as of
                   May 31, 1999 by and among E*TRADE Group, Inc., Turbo
                   Acquisition Corporation and Telebanc Financial Corporation.
  
            10.1   Stock Option Agreement dated as of May 31, 1999 by and
                   between E*TRADE Group, Inc. and Telebanc Financial
                   Corporation.
  
                                         2
  <PAGE>
  
           99.1    Press Release dated June 1, 1999.
  
  
  
                                    SIGNATURE
  
       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 thereunto duly authorized.
  
                                      E*TRADE Group, Inc.
  
  
  Date: June 9, 1999
                                      By: /s/ Thomas A. Bevilacqua
                                      ----------------------------
                                      Thomas A. Bevilacqua
                                      Executive Vice President
  
                                         3
  <PAGE>
  
                                   EXHIBIT INDEX
  
            2.1    Agreement and Plan of Merger and Reorganization dated as of
                   May 31, 1999 by and among E*TRADE Group, Inc., Turbo
                   Acquisition Corporation and Telebanc Financial Corporation.
  
            10.1   Stock Option Agreement dated as of May 31, 1999 by and
                   between E*TRADE Group, Inc. and Telebanc Financial
                   Corporation.
  
           99.1    Press Release dated June 1, 1999.
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text: SECURITIES AND EXCHANGE COMMISSION
  
                             Washington, D.C. 20549
  
                                 ______________
  
                                    FORM 8-K
  
                                 CURRENT REPORT
  
                     Pursuant to Section 13 or 15(d) of the
  
                         Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported)     May 31, 1999
                                                  -------------------------------
  
                               E*TRADE Group, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)
  
             Delaware                   1-11921              94-2844166
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission           (IRS Employer
       of incorporation)             File Number)        Identification No.)
  
  Four Embarcadereo Place, 2400 Geng Road, Palo Alto, California      94303
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip Code)
  
  Registrant's telephone number, including area code    (650) 842-2500
                                                    -----------------------------
  
                                 Not Applicable
  --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
  ITEM 5  OTHER EVENTS
          ------------
  
            On May 31, 1999, E*TRADE Group, Inc. ("E*TRADE") entered into an
  Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with
  Telebanc Financial Corporation, a Delaware corporation ("Telebanc"), pursuant to
  which E*TRADE has agreed to acquire Telebanc.  A copy of the Merger Agreement is
  attached hereto as Exhibit 2.1 and incorporated herein by reference.  The
                     -----------
  acquisition is to be effected through the issuance of 2.1 shares, subject to
  adjustment, of E*TRADE common stock in exchange for each share of common stock
  of Telebanc outstanding immediately prior to the consummation of the transaction
  and the assumption of Telebanc's outstanding stock options based on such
  exchange ratio.  It is expected that, after giving effect to the previously
  announced 2-for-1 stock split of Telebanc, the exchange ratio will be adjusted
  to 1.05.  The transaction is intended to qualify as a tax-free reorganization
  under the Internal Revenue Code of 1986, as amended.  The purpose of the
  transaction is to extend E*TRADE's presence in the on-line financial services
  markets to include on-line banking services.  The consummation of the
  transaction is subject to the satisfaction of certain conditions, including the
  approval of the Office of Thrift Supervision and shareholders of Telebanc and
  E*TRADE.
  
            In connection with the transaction, E*TRADE and Telebanc also entered
  into a Stock Option Agreement on May 31, 1999, pursuant to which Telebanc has
  agreed to issue and sell up to 3,369,881 newly-issued shares of its common
  stock to E*TRADE under certain circumstances. A copy of the Stock Option
  Agreement is attached hereto as Exhibit 10.1 and incorporated by reference. In
  addition, certain affiliates of Telebanc beneficially owning approximately
  9.6% of the outstanding common stock of Telebanc have agreed to vote in favor of
  approval of the Transaction.
  
            A copy of the press release announcing the Merger Agreement with
  Telebanc is attached hereto as Exhibit 99.1 and incorporated herein by
  reference.                     ------------
  
  Item 7      FINANCIAL STATEMENTS AND EXHIBITS
  ------      ---------------------------------
  
       (c)  Exhibits.  The following documents are filed as exhibits to this
            --------   report:
  
            2.1    Agreement and Plan of Merger and Reorganization dated as of
                   May 31, 1999 by and among E*TRADE Group, Inc., Turbo
                   Acquisition Corporation and Telebanc Financial Corporation.
  
            10.1   Stock Option Agreement dated as of May 31, 1999 by and
                   between E*TRADE Group, Inc. and Telebanc Financial
                   Corporation.
  
                                         2
  99.1    Press Release dated June 1, 1999.
  
                                    SIGNATURE
  
       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 thereunto duly authorized.
  
                                      E*TRADE Group, Inc.
  
  Date: June 9, 1999
                                      By: /s/ Thomas A. Bevilacqua
                                      ----------------------------
                                      Thomas A. Bevilacqua
                                      Executive Vice President
  
                                         3
  EXHIBIT INDEX
  
            2.1    Agreement and Plan of Merger and Reorganization dated as of
                   May 31, 1999 by and among E*TRADE Group, Inc., Turbo
                   Acquisition Corporation and Telebanc Financial Corporation.
  
            10.1   Stock Option Agreement dated as of May 31, 1999 by and
                   between E*TRADE Group, Inc. and Telebanc Financial
                   Corporation.
  
           99.1    Press Release dated June 1, 1999.