content: <PAGE>
  
                                   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 Exchange Act of 1934
  
  
  
  Date of Report (Date of earliest event reported)  May 15, 2000
                                                    ------------------------------
  
                                E*TRADE GROUP, INC.
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                                 <C>                   <C>
            Delaware                                    1-11921                94-2844166
  -----------------------------------------------------------------------------------------------------
       (State or other jurisdiction                   (Commission             (IRS Employer
            of incorporation)                         File Number)          Identification No.)
  
                      4500 Bohannon Drive, Menlo Park, California                  94025
  -----------------------------------------------------------------------------------------------------
                        (Address of principal executive offices)                 (Zip Code)
  </TABLE>
  
  Registrant's telephone number, including area code    (650) 331-6000
                                                      ----------------------------
  
                                  Not Applicable
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 5.   Other Events
  
  
            On May 15, 2000, E*TRADE Group, Inc. and Wit Capital Group, Inc., now
  known as Wit SoundView Group, Inc., entered into a strategic alliance pursuant
  to which Wit and its controlled affiliates have agreed to provide equity and
  equity derivative securities offered to retail customers in U.S. initial public
  offerings and follow-on offerings on an exclusive basis to retail customers of
  E*TRADE and its broker-dealer affiliates. E*TRADE has agreed that Wit will be
  its exclusive provider of securities through such offerings. The exclusivity
  rights have a three year term, which can be automatically extended upon the
  satisfaction of certain performance standards by Wit. Under the strategic
  alliance, E*TRADE and Wit have agreed to cooperate in joint sales and marketing
  efforts and to share trading, customer and research products and data. As part
  of the consideration for the exclusivity rights, Wit has agreed to issue to
  E*TRADE 4,025,948 shares of common stock which are subject to a three-year
  prohibition on transfer, In addition, Wit has agreed to issue to E*TRADE a
  warrant to purchase up to 2,000,000 shares of Wit common stock for $10.25 per
  share, contingent upon maintaining the exclusivity rights for years four and
  five of the strategic alliance.
  
            In connection with the strategic alliance, E*TRADE also agreed to
  purchase 2,000,000 shares of Wit common stock for $10.25 per share, and E*TRADE
  Securities, Inc. agreed to acquire from Wit substantially all of the retail
  brokerage accounts maintained by Wit's subsidiary, Wit Capital Corporation. Wit
  granted to E*TRADE piggyback and demand registration rights with respect to the
  shares of Wit common stock to be issued to E*TRADE.
  
            The transactions contemplated by the strategic alliance are contingent
  on each other and on the closing of the merger of E*OFFERING Corp. into Wit's
  subsidiary, Wit SoundView Corporation, under a Merger Agreement dated May 15,
  2000. Each of the agreements related to the strategic alliance terminate
  immediately upon any termination of the Merger Agreement.
  
            In connection with the merger of E*OFFERING and Wit SoundView,
  E*TRADE, acting as a shareholder of E*OFFERING, agreed to vote all of the shares
  of Wit common stock beneficially owned by it (i) in favor of the approval of the
  merger, (ii) against any action or agreement that would delay or prevent the
  merger, or result in a breach in any material respect of any covenant,
  representation or warranty or other agreement of Wit under the Merger Agreement,
  and (iii) against any alternative proposal or offer to acquire all or a
  substantial part of the business, properties or capital stock of E*OFFERING.
  E*TRADE also agreed, for a period of 18 months or, if the merger is consummated,
  for a period of six years and six months after the completion of the merger, not
  to (i) acquire or beneficially own an aggregate of 19.9% or more of any class of
  voting securities of Wit; (ii) make, or in any way participate in, any
  solicitation of proxies or become a participant in any election contest of Wit;
  or (iii) acquire, or offer to acquire, all or a substantial portion of the
  assets of Wit.
  
            Certain statements in the news release announcing these transactions
  constitute "forward-looking statements" within the meaning of the Private
  Securities Litigation Reform Act of 1995. These forward-looking statements
  involve known and unknown risks, uncertainties and other factors which may cause
  E*TRADE's actual results, performance or achievements, or those of the industry
  in which it operates, to be materially different from any expected future
  results, performance, or achievements express or implied in these forward-
  looking statements. Factors that could cause or contribute to such differences
  include, but are not limited to, those economic factors that affect the market
  for capital raising, including initial public offerings and those discussed in
  periodic reports filed from time to time by E*TRADE with the Securities and
  Exchange Commission.
  
  
  Item 7.   Financial Statements and Exhibits
  
  
            (c)  Exhibits.  The following document is listed as an exhibit to this
  report:
  
                 99.1  Press Release dated May 15, 2000.
  <PAGE>
  
                                    SIGNATURES
  
            Pursuant to the requirements of the Securities Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  <TABLE>
  <S>                                                 <C>
                                                                           E*TRADE GROUP, INC.
                                                      --------------------------------------------------------------
                                                                           (Registrant)
  
  
                 June 20, 2000                         /s/ Theodore J. Theophilos
  --------------------------------------------        --------------------------------------------------------------
                     Date                              Theodore J. Theophilos
                                                       Corporate Secretary
  </TABLE>
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  
            Exhibit                                  Description
  
            99.1      Press Release dated May 15, 2000.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8K", "secsgml_size_bytes": 7190}]
metadata_filer: {"company-data": {"conformed-name": "E TRADE GROUP INC", "cik": "0001015780", "assigned-sic": "6211", "irs-number": "942844166", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11921", "film-number": "657717"}, "business-address": {"street1": "4500 BOHANNON DRIVE", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6508422500"}, "mail-address": {"street1": "4500 BOHANNON DRIVE", "city": "MENLO PARK", "state": "CA", "zip": "94025"}}
text: 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 Exchange Act of 1934
  
  Date of Report (Date of earliest event reported)  May 15, 2000
                                                    ------------------------------
  
                                E*TRADE GROUP, INC.
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  Delaware                                    1-11921                94-2844166
  -----------------------------------------------------------------------------------------------------
       (State or other jurisdiction                   (Commission             (IRS Employer
            of incorporation)                         File Number)          Identification No.)
  
                      4500 Bohannon Drive, Menlo Park, California                  94025
  -----------------------------------------------------------------------------------------------------
                        (Address of principal executive offices)                 (Zip Code)
  Registrant's telephone number, including area code    (650) 331-6000
                                                      ----------------------------
  
                                  Not Applicable
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  Item 5.   Other Events
  
            On May 15, 2000, E*TRADE Group, Inc. and Wit Capital Group, Inc., now
  known as Wit SoundView Group, Inc., entered into a strategic alliance pursuant
  to which Wit and its controlled affiliates have agreed to provide equity and
  equity derivative securities offered to retail customers in U.S. initial public
  offerings and follow-on offerings on an exclusive basis to retail customers of
  E*TRADE and its broker-dealer affiliates. E*TRADE has agreed that Wit will be
  its exclusive provider of securities through such offerings. The exclusivity
  rights have a three year term, which can be automatically extended upon the
  satisfaction of certain performance standards by Wit. Under the strategic
  alliance, E*TRADE and Wit have agreed to cooperate in joint sales and marketing
  efforts and to share trading, customer and research products and data. As part
  of the consideration for the exclusivity rights, Wit has agreed to issue to
  E*TRADE 4,025,948 shares of common stock which are subject to a three-year
  prohibition on transfer, In addition, Wit has agreed to issue to E*TRADE a
  warrant to purchase up to 2,000,000 shares of Wit common stock for $10.25 per
  share, contingent upon maintaining the exclusivity rights for years four and
  five of the strategic alliance.
  
            In connection with the strategic alliance, E*TRADE also agreed to
  purchase 2,000,000 shares of Wit common stock for $10.25 per share, and E*TRADE
  Securities, Inc. agreed to acquire from Wit substantially all of the retail
  brokerage accounts maintained by Wit's subsidiary, Wit Capital Corporation. Wit
  granted to E*TRADE piggyback and demand registration rights with respect to the
  shares of Wit common stock to be issued to E*TRADE.
  
            The transactions contemplated by the strategic alliance are contingent
  on each other and on the closing of the merger of E*OFFERING Corp. into Wit's
  subsidiary, Wit SoundView Corporation, under a Merger Agreement dated May 15,
  2000. Each of the agreements related to the strategic alliance terminate
  immediately upon any termination of the Merger Agreement.
  
            In connection with the merger of E*OFFERING and Wit SoundView,
  E*TRADE, acting as a shareholder of E*OFFERING, agreed to vote all of the shares
  of Wit common stock beneficially owned by it (i) in favor of the approval of the
  merger, (ii) against any action or agreement that would delay or prevent the
  merger, or result in a breach in any material respect of any covenant,
  representation or warranty or other agreement of Wit under the Merger Agreement,
  and (iii) against any alternative proposal or offer to acquire all or a
  substantial part of the business, properties or capital stock of E*OFFERING.
  E*TRADE also agreed, for a period of 18 months or, if the merger is consummated,
  for a period of six years and six months after the completion of the merger, not
  to (i) acquire or beneficially own an aggregate of 19.9% or more of any class of
  voting securities of Wit; (ii) make, or in any way participate in, any
  solicitation of proxies or become a participant in any election contest of Wit;
  or (iii) acquire, or offer to acquire, all or a substantial portion of the
  assets of Wit.
  
            Certain statements in the news release announcing these transactions
  constitute "forward-looking statements" within the meaning of the Private
  Securities Litigation Reform Act of 1995. These forward-looking statements
  involve known and unknown risks, uncertainties and other factors which may cause
  E*TRADE's actual results, performance or achievements, or those of the industry
  in which it operates, to be materially different from any expected future
  results, performance, or achievements express or implied in these forward-
  looking statements. Factors that could cause or contribute to such differences
  include, but are not limited to, those economic factors that affect the market
  for capital raising, including initial public offerings and those discussed in
  periodic reports filed from time to time by E*TRADE with the Securities and
  Exchange Commission.
  
  Item 7.   Financial Statements and Exhibits
  
            (c)  Exhibits.  The following document is listed as an exhibit to this
  report:
  
                 99.1  Press Release dated May 15, 2000.
  SIGNATURES
  
            Pursuant to the requirements of the Securities 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.
                                                      --------------------------------------------------------------
                                                                           (Registrant)
  
                 June 20, 2000                         /s/ Theodore J. Theophilos
  --------------------------------------------        --------------------------------------------------------------
                     Date                              Theodore J. Theophilos
                                                       Corporate Secretary
  EXHIBIT INDEX
  
            Exhibit                                  Description
  
            99.1      Press Release dated May 15, 2000.