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

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**FORM 10-Q**

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(Mark One)

**[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934**

**For the quarterly period ended **June 30, 2001** or**

**[  ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934**

**For the transition period from ________to _________**

**Commission file number    000-25621**

**E-LOAN, INC.**(Exact name of registrant as specified in its charter)



|**Delaware**                                                   | **77-0460084**                      
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number)

**5875 Arnold Road, Suite 100Dublin, California   94568**(Address of principal executive offices including zip code)

**(925) 241-2400**(Registrant's telephone number, including area code)







Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [  ]

As of August 8, 2001, 53,829,450 shares of the Registrant's Common Stock,
$0.001 par value per share, were issued and outstanding.









**E-LOAN, INC.
      QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2001
                                TABLE OF CONTENTS**



|**PART I.   FINANCIAL INFORMATION**                                                                                   | **Page No.**
|--------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                      |             
|Item 1.   Interim Financial Statements
                  (unaudited):                                                 |             
|                                                                                                                      |             
|Balance Sheets as of December 31, 2000 and June 30, 2001                                                              | **          
|                                                                                                                      |             
|Statements of Operations for the
    three and six months ended June 30, 2000 and 2001                                | **          
|                                                                                                                      |             
|Statements of Cash Flows for the
    six months ended June 30, 2000 and 2001                                          | **          
|                                                                                                                      |             
|Notes to Unaudited Financial Statements                                                                               | **          
|                                                                                                                      |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | **          
|                                                                                                                      |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                  | **          
|                                                                                                                      |             
|**PART II.  OTHER INFORMATION**                                                                                       |             
|                                                                                                                      |             
|Item 1.   Legal Proceedings                                                                                           | **          
|                                                                                                                      |             
|Item 2.   Changes in Securities and Use of Proceeds                                                                   | **          
|                                                                                                                      |             
|Item 3.   Defaults Upon Senior Securities                                                                             | **          
|                                                                                                                      |             
|Item 4.   Submission of Matters to a Vote of Security Holders                                                         | **          
|                                                                                                                      |             
|Item 5.   Other Information                                                                                           | **          
|                                                                                                                      |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | **          
|                                                                                                                      |             
|**Signature**                                                                                                         | **          

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**PART I -- FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

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**E-LOAN, INC.

                                 BALANCE SHEETS

                                 (In thousands)**

`December 31,  June 30,
                                                         2000         2001
                                                      -----------  -----------
                                                                   (unaudited)
                      ASSETS
Current assets:
  Cash and cash equivalents (includes $0 and
    $4,500 of restricted cash) ..................... $    28,459  $    23,749
  Loans held-for-sale ..............................      22,745       24,783
  Accounts receivable, prepaids and other
    current assets .................................      10,360        9,618
                                                      -----------  -----------
     Total current assets ..........................      61,564       58,150
Fixed assets, net ..................................       8,025        7,227
Deposits and other assets ..........................       2,010        2,086
Goodwill and intangible assets .....................      28,144        8,278
                                                      -----------  -----------
     Total assets .................................. $    99,743  $    75,741
                                                      ===========  ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Warehouse and other lines payable ................ $    17,678  $    21,593
  Accounts payable, accrued expenses and other
    current liabilities ............................      11,928        8,890
  Capital lease obligation .........................         396          402
  Notes payable ....................................       1,167        2,000
                                                      -----------  -----------
     Total current liabilities .....................      31,169       32,885
Capital lease obligations ..........................         213           27
Notes payable ......................................         875          --
                                                      -----------  -----------
     Total liabilities .............................      32,257       32,912
                                                      -----------  -----------

COMMITMENTS AND CONTINGENCIES (Note 9)

Stockholders' equity:
Common stock, 150,000,000 $0.001 shares
  authorized, 53,449,236 and 53,828,450
  shares issued and outstanding at
  December 31, 2000 and June 30, 2001 ..............          53           54
Less: subscription receivable ......................          (4)          (4)
Marketing services receivable.......................      (5,970)         --
Unearned compensation ..............................      (8,625)      (5,574)
Additional paid in capital .........................     259,366      258,121
Accumulated deficit ................................    (177,334)    (209,768)
                                                      -----------  -----------
     Total stockholders' equity.....................      67,486       42,829
                                                      -----------  -----------
     Total liabilities and stockholders' equity..... $    99,743  $    75,741
                                                      ===========  ===========`

The accompanying notes are an integral part of these financial statements.

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**E-LOAN, INC.

                            STATEMENTS OF OPERATIONS

                                 (IN THOUSANDS)

                                  (Unaudited)**

`Three Months Ended     Six Months Ended
                                           June 30,              June 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Revenues .......................... $   8,483  $  15,207  $  15,597  $   31,573

Operating expenses:
  Operations ......................     7,170     10,693     14,006      22,181
  Sales and marketing .............     7,596      3,978     16,730       8,809
  Technology ......................     1,707      1,680      2,829       3,463
  General and administrative ......     1,953      1,276      3,742       2,763
  Amortization of non-cash
      marketing costs .............       519      2,985        519       5,970
  Amortization of unearned
      compensation ................     2,918      1,020      6,386       1,278
  Amortization of goodwill and
      intangible assets ...........     9,933      9,933     19,867      19,867
                                     ---------  ---------  ---------  ----------
   Total operating expenses .......    31,796     31,565     64,079      64,331
                                     ---------  ---------  ---------  ----------
Loss from operations ..............   (23,313)   (16,358)   (48,482)    (32,758)
Other income, net .................       201        238        589         321
                                     ---------  ---------  ---------  ----------
Net loss .......................... $ (23,112) $ (16,120) $ (47,893) $  (32,437)
                                     =========  =========  =========  ==========

Net loss per share:
   Basic and diluted .............. $   (0.53) $   (0.30) $   (1.12) $    (0.60)
                                     =========  =========  =========  ==========
Weighed-average shares -
   Basic and diluted ..............    43,933     53,781     42,907      53,703
                                     =========  =========  =========  ==========`

The accompanying notes are an integral part of these financial statements.

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**E-LOAN, INC.

                            STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

                                  (UNAUDITED)**

`Six Months Ended
                                                                  June 30,
                                                           ------------------------
                                                              2000         2001
                                                           -----------  -----------
Cash flows from operating activities:                                              
    Net loss ............................................ $   (47,893) $   (32,437)
    Adjustments to reconcile net loss to net cash
     used in operating activities:
      Amortization of unearned compensation .............       6,386        1,278
      Amortization of goodwill and intangible assets.....      19,867       19,867
      Amortization of non-cash marketing costs...........         519        5,970
      Depreciation ......................................         967        1,925
      Changes in operating assets and liabilities:
         Loans held-for-sale ............................      21,631       (2,038)
         Accounts receivable, prepaids, deposits
           and other assets .............................      (3,613)         962
         Accounts payable, accrued expenses and other
            payables.....................................         603       (3,034)
                                                           -----------  -----------
            Net cash used in operating activities .......      (1,533)      (7,507)
                                                           -----------  -----------
Cash flows from investing activities:                                              
    Purchase of furniture and equipment .................      (3,772)      (1,210)
    Disposal of furniture and equipment .................         --            83
                                                           -----------  -----------
            Net cash used in investing activities .......      (3,772)      (1,127)
                                                           -----------  -----------
Cash flows from financing activities:                                              
    Proceeds from issuance of common stock, net .........         810          229
    Proceeds from private placement, net of offering
       costs.............................................      39,205          --
    Proceeds from warehouse lines payable ...............     411,627    1,285,387
    Repayments of warehouse lines payable ...............    (432,531)  (1,281,471)
    Proceeds from notes payable .........................         --         7,000
    Repayments of notes payable .........................        (584)      (7,060)
    Proceeds from obligations under capital lease .......         --           107
    Payments on obligations under capital lease .........        (156)        (268)
                                                           -----------  -----------
            Net cash provided by
              financing activities ......................      18,371        3,924
                                                           -----------  -----------
Net increase (decrease) in cash .........................      13,066       (4,710)
Cash and cash equivalents at beginning of period ........      37,748       28,459
                                                           -----------  -----------
Cash and cash equivalents at end of period ..............      50,814       23,749
                                                           ===========  ===========
Supplemental cash flow information:                                                
    Cash paid for interest .............................. $     1,978  $     5,554
                                                           ===========  ===========`

The accompanying notes are an integral part of these financial statements.

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**E-LOAN, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS**

1.	THE COMPANY

E-LOAN, Inc. (the "Company") was incorporated on August
26, 1996 and began marketing its services in June 1997. The Company is a
provider of first and second mortgage loans, home equity loans, auto loans, and
small business loans and credit card referrals. The Company operates as a single
operating segment.

2.	BASIS OF PRESENTATION

Interim Financial Information (unaudited)

The accompanying financial statements as of June 30, 2000 and 2001
are unaudited. The unaudited interim financial statements have been prepared on
the same basis as the annual financial statements and, in the opinion of
management, reflect all adjustments, which include only normal recurring
adjustments, necessary to present fairly the Company's financial position,
results of operations and cash flows as of June 30, 2000 and 2001. These
financial statements and notes thereto are unaudited and should be read in
conjunction with the Company's audited financial statements included in the
Company's 10-K for the year ended December 31, 2000. The results for the three
and six months ended June 30, 2001 are not necessarily indicative of the
expected results for the year ending December 31, 2001.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid monetary instruments with an
original maturity of three months or less from the date of purchase and
documentary drafts, to be cash equivalents. Cash equivalents are carried at
amortized cost, which approximates fair value.
In accordance with financial covenants governing a warehouse line payable,
the Company must maintain a minimum cash and cash equivalents balance of the
higher of $20 million (including Restricted Cash, excluding Documentary
Drafts) or the highest amount required by any other lender or agreement.
In February 2001, the Company renewed its $200 million warehouse
line requiring the restriction of $4.5 million in cash as additional collateral.
The following summarizes cash and cash equivalents at December 31, 2000 and
June 30, 2001 ($000s):

`December 31,    June 30,
                                           2000          2001
                                       ------------  ------------
Cash................................. $     12,290  $     17,122
Commercial paper.....................        8,524           --
Documentary drafts...................        7,645         2,127
Restricted cash......................          --          4,500
                                       ------------  ------------
                                      $     28,459  $     23,749
                                       ============  ============`

Documentary Drafts

The Company originates auto loans directly to consumers through the
use of a documentary draft process. This process requires the borrower and the
auto dealer to provide a series of supporting documents in order to complete the
loan. Examples of required supporting documentation include copies of the
borrower's driver's license, bill of sale, proof of insurance, and application
for title registration.

Documentary drafts consist of cash allocated to satisfy documentary drafts
presented by borrowers before the required supporting documents are received by
the Company to complete the loan. If the required documentation is not provided
as agreed to by the borrower and auto dealer, then the allocation of cash is
reversed and the cash balance is restored. The Company's documentary draft
process allows for at least two business days to process the required supporting
documentation prior to determining whether to reverse or honor the original
presentment by the auto dealer. All documentary drafts are pledged as collateral
for borrowings under the auto line of credit at June 30, 2001 (see Note 6).

Derivative Instruments

On June 15, 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). SFAS No. 133 requires that
all derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings. The Company adopted SFAS 133 on January 1, 2001. Adoption of this
pronouncement resulted in a transition adjustment of a $0.2 million gain, which
was recorded as a component of mortgage revenue. For the three and six months
ended June 30, 2001, the Company recorded $(0.2) million as a component of
mortgage revenue related to recording changes in fair value of derivatives and
underlying hedged loans in accordance with SFAS 133. The FASB is in the process
of reviewing certain implementation guidance which could affect the transition
adjustment amounts for commitments to originate loans.

Software Development Costs

The Company expenses computer software costs as they are incurred in
the preliminary project stage in accordance with SOP 98-1 Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use. Once the
capitalization criteria of the SOP have been met, external direct costs of
materials and services consumed in developing or obtaining internal-use computer
software and payroll and payroll related costs for employees who are directly
associated with and who devote time to the internal-use computer software are
capitalized. Capitalized costs are generally amortized over one to three years
on a straight-line basis. For the six months ended June 30, 2001, the Company
had capitalized approximately $0.6 million in software development costs.

Net Loss Per Share

The Company computes net loss per share in accordance with SFAS No.
128, Earnings per Share. Under the provisions of SFAS No. 128 basic net
loss per share is computed by dividing the net loss for the period by the
weighted average number of common shares outstanding during the period. Diluted
net loss per share is computed by dividing the net loss for the period by the
weighted average number of common and potential dilutive shares outstanding
during the period, to the extent such common equivalent shares are dilutive.
Potential dilutive shares outstanding are composed of incremental common shares
issuable upon the exercise of stock options and warrants.

Recent Accounting Pronouncements

During the three months ended June 30, 2001 the
Financial Accounting Standards Board issued Financial Accounting Statements 141
and 142, Business Combinations and Goodwill and Other Intangible
Assets, respectively. The provisions of FAS 141 and FAS 142 are effective
for business combinations effective June 30, 2001 onwards and fiscal years
commencing December 15, 2001, respectively. FAS 142 can be adopted early for
companies with fiscal years beginning after March 15, 2001 provided their first
quarter financial statements have not been previously issued. The Company does
not expect adoption of either of these statements to have any impact on its
financial results.

4.	LOANS HELD-FOR-SALE

The inventory of mortgage loans consists primarily of
first and second trust deed mortgages on residential properties located
throughout the United States. As of December 31, 2000 and June 30, 2001, the
Company had net mortgage loans held-for-sale of $18.6 million and $21.4 million,
all of which are on an accrual basis. All mortgage loans held-for-sale are pledged
as collateral for borrowings at December 31, 2000 and June 30, 2001 (see Note
6).

The inventory of auto loans consists primarily of loans against new and used
automobiles located throughout the United States. As of December 31, 2000 and
June 30, 2001, the Company had loans held-for-sale of $4.1 million and $3.4
million, all of which are on an accrual basis. All of the auto loans held-for-sale
are pledged as collateral for borrowings at June 30, 2001 (see Note 6).

5.	NOTES PAYABLE

On April 2, 2001, the Company entered into a loan agreement with an
officer and stockholder of the Company that provides the Company with the
ability to draw funds up to an aggregate of $7.5 million upon demand, expiring
January 5, 2002. The borrowings have an interest rate of the lower of 12% or the
maximum legal rate allowed. Any amounts outstanding under this agreement are due
and payable no earlier than expiration of the agreement. At June 30, 2001, $2.0
million was outstanding under this agreement. In connection with the issuance of
a convertible note, the aggregate amount of funds available under this loan
agreement was reduced to $2.5 million on July 12, 2001 (see Note 10).

6.	WAREHOUSE AND OTHER LINES PAYABLE

As of June 30, 2001, the Company had a warehouse line of credit for
borrowings of up to $50 million for interim financing of mortgage loans. The
interest rate charged on borrowings against these funds is variable based on the
commercial paper rate of the lender plus various percentage rates. Borrowings
are collateralized by the mortgage loans held-for-sale. The committed line of
credit expires on September 30, 2001. Upon expiration, management believes it
will either renew its existing line or obtain sufficient additional lines. At
June 30, 2000 and 2001 approximately $9.5 million and $15.7 million was
outstanding under this line, respectively. This line of credit agreement
generally requires the Company to comply with various financial and non-financial covenants.
The Company was in compliance with these covenants at June
30, 2001.

The Company has an agreement to finance up to $200 million of mortgage loan
inventory pending sale of these loans to the ultimate mortgage loan investors.
Of this amount, $100 million is available in committed funds. This loan
inventory financing is secured by the related mortgage loans. The interest rate
charged on these borrowings against these funds is based on LIBOR plus various
percentage points. The line expires February 23, 2002. Upon expiration,
management believes it will either renew its existing line or obtain sufficient
additional lines. At June 30, 2000 and 2001, there were no outstanding amounts
under this financial commitment. This agreement includes various financial and
non-financial covenants. At June 30, 2001, the Company was in compliance with
these covenants.

On April 2, 2001, the Company entered into an agreement for a $25 million
line of credit for the interim financing of auto loans. The interest rate
charged on this line is based on LIBOR plus 2.5%. The committed line expires on
April 1, 2002. Upon expiration, management believes it will either renew its
existing line or obtain sufficient additional lines. At June 30, 2001,
approximately $2.5 million was outstanding under this line. This line includes
various financial and non-financial covenants. These covenants are no more
restrictive than those on the Company's existing credit facilities. At June 30,
2001, the Company was in compliance with these covenants.

7.	REVENUES AND OTHER INCOME, NET

The following table provides the components of revenues
($000s):

`Three Months Ended     Six Months Ended
                                           June 30,              June 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Mortgage revenues.................. $   4,190  $   8,772  $   7,329  $   15,986
Interest income on mortgage
   and home equity loans...........     1,123      3,008      1,804       6,035
Home equity line of credit.........       --         970        --        1,592
Auto revenues......................     2,962      2,095      6,107       7,376
Credit card and other..............       208        362        357         584
                                     ---------  ---------  ---------  ----------
Total revenues..................... $   8,483  $  15,207  $  15,597  $   31,573
                                     =========  =========  =========  ==========`

The following table provides the components of other income,
net ($000s):

`Three Months Ended     Six Months Ended
                                           June 30,              June 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Interest on short-term
   investments..................... $     276  $     244  $     827  $      401
Interest expense on
   non-warehouse facility
   borrowings......................       (83)        (9)      (172)        (83)
Equity investment gain (loss)......         8          2        (59)          6
Other..............................       --           1         (7)         (3)
                                     ---------  ---------  ---------  ----------
                                    $     201  $     238  $     589  $      321
                                     =========  =========  =========  ==========`

8.	OPERATING EXPENSES

The following table provides detail of the Company's
operating expenses classified by the following categories ($000s):

`Three Months Ended     Six Months Ended
                                           June 30,              June 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Compensation and benefits.......... $   5,867  $   7,093  $  11,354  $   14,125
Processing costs...................     1,135      1,663      2,418       3,304
Advertising and marketing..........     6,739      3,249     14,760       7,605
Professional services..............     1,440        633      2,690       1,773
Occupancy costs....................       875        860      1,704       1,763
Computer and internet..............       173        248        419         552
General and administrative.........     1,121      1,291      2,157       2,623
Interest expense on warehouse
  borrowings.......................     1,076      2,590      1,805       5,471
Amortization of non-cash
  marketing costs..................       519      2,985        519       5,970
Amortization of unearned
  compensation.....................     2,918      1,020      6,386       1,278
Amortization of goodwill and
  intangible assets................     9,933      9,933     19,867      19,867
                                     ---------  ---------  ---------  ----------
Total Operating Expenses........... $  31,796  $  31,565  $  64,079  $   64,331
                                     =========  =========  =========  ==========`

9.	COMMITMENTS AND CONTINGENCIES

FINANCIAL INSTRUMENT CONTINGENCIES

E-LOAN originates mortgage and home equity loans and manages the market
risk related to these loans through various hedging programs.

Loan Commitments and Hedging Activities

Upon receiving a locked commitment from a borrower ("rate lock"), the
Company simultaneously enters into either a mandatory sell forward agreement
with certain institutional investors or a non-mandatory forward sale agreement
with the ultimate investor. At June 30, 2001, the Company was a party to
commitments to fund loans at interest rates previously agreed (locked) by both
the Company and the borrower for specified periods of time. Rate locks with the
borrowers are on a best-efforts basis, and borrowers are not obligated to enter
into the loan agreement. A rate lock, which does not result in a funded loan, is
referred to as fallout. As the Company is exposed to movements in interest rates
after entering into rate locks, the Company must estimate fallout if interest
rate risk is to be hedged with a mandatory sell forward agreement. At June 30,
2001, the Company had provided locks to originate loans amounting to
approximately $62.5 million (the "locked pipeline").

The Company originates mortgage loans and sells them primarily through whole
loan sales. The market values of mortgage loans are sensitive to changes in
market interest rates. If interest rates rise between the time the Company
enters into a rate lock with the borrower, the subsequent funding of the loan
and the time the mortgage loans are committed for sale, there may be a decline
in the market value of the mortgage loans. To protect against such possible
declines, the Company has adopted a hedging strategy.

The Company retains the services of Tuttle Risk Management Services Inc.
("TRMS"), an unaffiliated advisory firm specializing in mortgage loan pipeline
management to assist the Company in minimizing the interest rate risk associated
with the time lag between when loans are rate-locked and when they are committed
for sale or exchanged in the secondary market. Individual mortgage loan risks
are aggregated by note rate, mortgage loan type and stage in the pipeline, and
are then matched, based on duration, with the appropriate hedging instrument,
thus mitigating basis risk until closing and delivery. The Company currently
hedges its mortgage pipeline through mandatory forward sales of Fannie Mae
mortgage-backed securities and non-mandatory forward sales agreements with the
ultimate investor. The Company determines which alternative provides the best
execution in the secondary market. As a managed account of TRMS, the Company is
able to take advantage of Tuttle's reporting services, including pipeline, mark-to-market,
commitment and position reporting.

The Company believes that it has implemented a cost-effective hedging program
to provide a level of protection against changes in the market value of its
fixed-rate mortgage loans held for sale. However, an effective strategy is
complex and no hedging strategy can completely insulate the Company against such
changes.

At June 30, 2001, the Company had entered into mandatory sell forward
commitments amounting to approximately $124.0 million. The Company adjusts the
amount of mandatory sell forward commitments held to offset changes in the
locked pipeline and changes in the market. During the six months ending June 30,
2001, the Company did not designate mandatory sell forward commitments as
hedges.

At June 30, 2001, the Company had entered into non-mandatory forward loan
sale agreements amounting to approximately $81.7 million. These forward loan
sale agreements do not subject the Company to mandatory delivery and there is no
penalty if the Company does not deliver into the commitment. The Company is
exposed to the risk that these counterparties may be unable to meet the terms of
these sale agreements. The investors are well-established U.S. financial
institutions; the Company does not require collateral to support these
commitments, and there has been no failure on the part of the counterparties to
meet the terms of these agreements to date. The Company designates all non-mandatory forward
sale agreements as fair value hedges for underlying loans at
funding. The Company did not have a material gain or loss representing the
amount of hedge ineffectiveness related to non-mandatory forward sale agreements
during the quarter ended June 30, 2001.

Future Commitments

The Company has future payment commitments for leases and marketing
services agreements aggregating $1.1 million, $9.5 million, $14.0 million, $8.2
million, and $0.2 million for the years 2001 through 2005, respectively.

10. 	SUBSEQUENT EVENTS

On July 12, 2001 the Company sold a $5,000,000
convertible note to an existing shareholder, which is convertible into shares of
its common stock at a conversion price of $1.06 per share and which matures on
January 19, 2003. The convertible note bears interest at a rate of 8% per annum
and is payable quarterly. Additionally, as provided for in the loan agreement
entered into between the Company and an officer/stockholder in April of this
year, the $7.5 million commitment was reduced to $2.5 million as part of the
issuance of the convertible note.

On July 12, 2001, the Company issued a warrant to an existing
shareholder to purchase 1,389,000 shares of its common stock at an exercise
price of $5.00 per share. The warrant expires on July 25, 2003. The warrant was
in consideration for the surrender of a warrant to purchase an aggregate of
6,600,000 shares of the Company's common stock at a price of $15.00 per share
and an expiration date of July 25, 2003.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Financial
Statements and the related Notes thereto included elsewhere in this Form 10-Q.
This discussion contains, in addition to historical information, forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ materially from the results discussed in the forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed below, as well as those discussed below
under "Factors Affecting Future Operating Results." The Company disclaims any
obligation to update information contained in any forward-looking statement. See
"Forward-Looking Statements."

OVERVIEW

E-LOAN is a leading online lender whose revenues are derived primarily
from the commissions and fees earned from both brokered mortgage and auto loans
and mortgage, home equity and auto loans that it underwrites, funds and sells on
the secondary market.

Mortgage Revenues

E-LOAN's mortgage revenues are derived from the origination and sale
of self-funded loans and, to a lesser extent, from the brokering of loans.
Brokered loans are funded through lending partners and E-LOAN never takes title
to the mortgage. Brokerage revenues are comprised of the mark-up to the lending
partner's loan price, and processing and credit reporting fees. These revenues
are recognized at the time a loan is closed. Self-funded loans are funded
through E-LOAN's own warehouse lines of credit and sold to mortgage loan
purchasers. Self-funded loan revenues consist of proceeds in excess of the
carrying value of the loan, origination fees less certain direct origination
costs, other processing fees and interest paid by borrowers on loans that E-LOAN
holds for sale. These revenues are recognized at the time the loan is sold or,
for interest income, as earned during the period from funding to sale. E-LOAN
earns additional revenue from its self-funded loans as compared to brokered
loans because the sale of loans includes a service release premium.

Home Equity Revenues

In the fourth quarter of 2000, E-LOAN began home equity loan
origination and sale operations. E-LOAN's home equity revenues are derived from
the origination and sale of self-funded loans. Self-funded loans are funded
through E-LOAN's own warehouse lines of credit and sold to home equity loan
purchasers. Self-funded loan revenues consist of proceeds in excess of the
carrying value of the loan, origination fees less certain direct origination
costs, other processing fees and interest paid by borrowers on loans that E-LOAN
holds for sale. These revenues are recognized at the time the loan is sold or,
for interest income, as earned during the period from funding to sale.

Auto Revenues

E-LOAN's auto revenues are derived from the origination and sale of
self-funded loans and from the brokering of auto loans. Auto brokerage revenues
are primarily comprised of the mark-up to the lending partner's loan price or a
set origination fee. These revenues are recognized at the time a loan is closed.
In April 2001, E-LOAN began funding its auto loans prior to sale with borrowings
against an auto line of credit. Self-funded loans are funded through E-LOAN's
own auto line of credit and sold to auto loan purchasers. Self-funded loan
revenues also consist of the mark-up to the lending partner's loan price or a
set origination fee. These revenues are recognized at the time the loan is sold.

General

In generating revenues, E-LOAN relies on a number of strategic
Internet distribution partners to direct a significant number of prospective
customers to its website. E-LOAN considers its distribution partnerships with
Schwab, Yahoo!, United Mileage Plus Ò,
Kelley Blue Book and bankrate.com to be  the most critical to its ability to
generate revenues. Schwab and Yahoo! have  made equity investments in E-LOAN.

RESULTS OF OPERATIONS

The following table sets forth certain items from the Company's
statements of operations as a percentage of total revenues for the periods
indicated:

`Three Months Ended     Six Months Ended
                                           June 30,              June 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Revenues ..........................       100 %      100 %      100 %       100 %

Operating expenses:
  Operations ......................        85         70         90          70
  Sales and marketing .............        90         26        107          28
  Technology ......................        20         11         18          11
  General and administrative ......        23          8         24           9
  Amortization of non-cash
      marketing costs .............         6         20          3          19
  Amortization of unearned
      compensation ................        34          7         41           4
  Amortization of goodwill and
      intangible assets ...........       117         65        128          63
                                     ---------  ---------  ---------  ----------
   Total operating expenses .......       375        207        411         204
                                     ---------  ---------  ---------  ----------
Loss from operations ..............      (275)      (107)      (311)       (104)
Other income, net .................         2          2          4           1
                                     ---------  ---------  ---------  ----------
Net loss ..........................      (273)%     (105)%     (307)%      (103)%
                                     =========  =========  =========  ==========`

PRO FORMA NET LOSS (SUPPLEMENTAL)

Pro forma net loss for the second quarter of 2001 was $2.2 million, with
a pro forma net loss per share of $0.04 on 53.8 million shares. This compares to
a pro forma net loss of $9.7 million in the second quarter of 2000, with a pro
forma net loss per share of $0.22 on 43.9 million shares. Pro forma results
exclude the effects of certain non-cash charges related to a compensation charge
associated with the Company's stock option plan, amortization of goodwill on the
acquisition of Electronic Vehicle Remarketing, Inc., and amortization of non-cash
marketing costs related to the issuance of warrants to purchase the
Company's common stock. These pro forma results are provided as supplemental
information, which are non-GAAP measures of performance.

Revenues

Revenues increased to $15.2 million for the three months ended June 30,
2001 from $8.5 million for the three months ended June 30, 2000 and increased to
$31.6 million for the six months ended June 30, 2001 from $15.6 million for the
six months ended June 30, 2000. A significant portion of this increase resulted
from growth in the number of mortgage, home equity and auto loans closed and
sold. Mortgage revenues in the three and six months ended June 30, 2001
benefited from an increase in refinance loans due to falling interest rates as
compared to the three and six months ended June 30, 2000. Revenue in the three
and six months ended June 30, 2001 also benefited from an increase in interest
income, and the addition of home equity revenue, which E-LOAN began funding in
the fourth quarter of 2000.

Operating Expenses

Total Operating Expenses. Total operating expenses decreased to
$31.6 million for the three months ended June 30, 2001 from $31.8 million for
the three months ended June 30, 2000. The decrease was primarily due to
decreases in amortization of unearned compensation, sales and marketing, and
general and administrative expenses, off-set by increases in operations
expenses and amortization of non-cash marketing costs. Total operating expenses
increased to $64.3 million for the six months ended June 30, 2001 from $64.1
million for the six months ended June 30, 2000. The increase is primarily due to
increases in amortization of non-cash marketing costs, operations expenses and
technology expenses, off-set by decreases in amortization of unearned
compensation, sales and marketing, and general and administrative
expenses.

Operations. Operations expense is comprised of both fixed and
variable expenses, including employee compensation and expenses associated with
the production and sale of loans and interest expense paid by E-LOAN under the
warehouse and line of credit facilities it uses to fund mortgage and auto loans
held for sale. Operations expense increased to $10.7 million for the three
months ended June 30, 2001 from $7.2 million for the three months ended June 30,
2000, and increased to $22.2 million for the six months ended June 30, 2001 from
$14.0 million for the six months ended June 30, 2000. Operations expense
decreased as a percentage of revenue from 85% to 70% for the three months ended
June 30, 2000 and 2001, respectively, and decreased as a percentage of revenue
from 90% to 70% for the six months ended June 30, 2000 and 2001, respectively.
The increase in absolute dollars is primarily due to greater loan volume and
interest expense related to a higher percentage of self-funded loans. E-LOAN
expects operations expenses to continue to trend lower as a percentage of
revenues going forward as it further streamlines the loan process and leverages
its fixed costs over growing loan volume.

Sales and Marketing. Sales and marketing expense is primarily
comprised of expenses (excluding non-cash marketing costs) related to
advertising, promotion and distribution partnerships and employee compensation
and other expenses related to personnel. Sales and marketing expense decreased
to $4.0 million for the three months ended June 30, 2001 from $7.6 million for
the three months ended June 30, 2000 and decreased to $8.8 million for the six
months ended June 30, 2001 from $16.7 million for the six months ended June 30,
2000. Sales and marketing expense decreased as a percentage of revenue from 90%
to 26% for the three months ended June 30, 2000 and 2001, respectively, and
decreased from 107% to 28% for the six months ended June 30, 2000 and 2001,
respectively. Sales and marketing expenses are expected to moderately increase
in absolute dollars in the upcoming quarters.

Technology. Technology expense includes
employee compensation, the introduction of new technologies and the support of
E-LOAN's existing technological infrastructure. Technology expense remained
constant at $1.7 million for the three months ended June 30, 2000 and 2001, and
increased to $3.5 million for the six months ended June 30, 2001 from $2.8
million six months ended June 30, 2000. Technology expense decreased as a
percentage of revenue from 20% to 11% for the three months ended June 30, 2000
and 2001, respectively, and decreased from 18% to 11% for the six months ended
June 30, 2000 and 2001, respectively. The increase in absolute dollars during
the six months ended June 30, 2001, was primarily the result of the growth in
engineering and management information systems personnel to support the
expansion of online operations. Technology expenses are expected to stay
relatively constant in absolute dollars in the upcoming quarters.

General and Administrative. General and administrative expense
is primarily comprised of employee compensation and professional services.
General and administrative expense decreased to $1.3 million for the three
months ended June 30, 2001 from $2.0 million for the three months ended June 30,
2000 and decreased to $2.8 million for the six months ended June 30, 2001 from
$3.7 million for the six months ended June 30, 2000. General and administrative
expense decreased as a percentage of revenue from 23% to 8% for the three months
ended June 30, 2000 and 2001, respectively, and decreased from 24% to 9% for the
six months ended June 30, 2000 and 2001, respectively. General and
administrative expenses are expected to stay relatively constant in the upcoming
quarters.

Amortization of Non-Cash Marketing Costs. In connection with a
strategic marketing agreement signed in July 2000, E-LOAN issued two warrants to
purchase a total of 13.1 million shares of common stock. The fair value of the
warrants, as determined at the date of grant using the Black-Scholes option
pricing model was $12.5 million and was recorded as a contra-equity account
called marketing services receivable. The marketing services receivable is being
amortized on a straight-line basis over a one-year term. For the three and six
months ended June 30, 2001, E-LOAN incurred $3.0 million and $6.0 million in
non-cash charges related to the amortization of the marketing services
receivable. As of June 30, 2001, the marketing services receivable is fully
amortized.

Amortization of Unearned Compensation.
Amortization of unearned compensation decreased from $2.9 million for the three
months ended June 30, 2000 to $1.0 million for the three months ended June 30,
2001, and decreased to $1.3 million for the six months ended June 30, 2001 from
$6.4 million for the six months ended June 30, 2000. The amortization of the
unearned compensation charge will continue through the first quarter of 2003 on
an accelerated basis with adjustments for cancellation of options related to
employee turnover.

Amortization of Goodwill. Amortization of goodwill was $9.9
million for the three months ended June 30, 2000 and 2001, and $19.9 million for
the six months ended June 30, 2000 and 2001. E-LOAN is amortizing the goodwill
and acquired intangible assets related to the acquisition of Electronic Vehicle
Remarketing, Inc. on September 17, 1999, on a straight-line basis over two
years. Amortization will be complete by September 30, 2001.

Other Income, net. Other income, net, remained
constant at $0.2 million for the three months ended June 30, 2000 and 2001, and
decreased to $0.3 million for the six months ended June 30, 2001 from $0.6
million for the six months ended June 30, 2000. The decrease is primarily
attributable to the decrease of interest income on investments.

Liquidity and Capital Resources

E-LOAN's sources of cash flow include cash from the sale of mortgage,
home equity and auto loans, borrowings under warehouse lines of credit and other
credit facilities, brokerage fees, interest income, credit card referrals and
the sale of equity securities in both private and public transactions. E-LOAN's
uses of cash include the funding of mortgage, home equity and auto loans,
repayment of amounts borrowed under warehouse lines of credit, operating
expenses, payment of interest, and capital expenditures primarily comprised of
furniture, fixtures, computer equipment, software and leasehold
improvements.

Net cash used in operating activities was ($1.5) million and ($7.5) million
for the six months ended June 30, 2000 and 2001, respectively. Net cash used in
operating activities during the six months ended June 30, 2001 was primarily due
to the net loss less amortization of unearned compensation, goodwill and non-cash
marketing costs, as well as additional uses of cash for other assets and
other payables. Net cash used in operating activities during the six months
ended June 30, 2000, was primarily due to an increase in net losses off-set by
cash provided by the loans held for sale.

Net cash used in investing activities was ($3.8) million and ($1.1) million
for the six months ended June 30, 2000 and 2001, respectively. Net cash used in
investing activities during these periods was primarily for the purchase of
software, furniture, equipment and leasehold improvements.

Net cash provided by financing activities was $18.4 million and $3.9 million
for the six months ended June 30, 2000 and 2001, respectively. Net cash provided
by financing activities in these periods was primarily from (repayments on)
proceeds from borrowings under E-LOAN's warehouse lines of credit and other
credit facilities, as well as proceeds from the private placement in the six
months ended June 30, 2000.

As of December 31, 2000 and June 30, 2001, the Company had a warehouse line
of credit for borrowings of up to $50 million for the interim financing of
mortgage loans. The interest rate charged on borrowings against these funds is
variable based on the commercial paper rate of the lender plus various
percentage rates. Borrowings are collateralized by the mortgage loans held-for-sale. The
committed line of credit expires on September 30, 2001. Upon
expiration, management believes it will either renew its existing line or obtain
sufficient additional lines. This line of credit agreement generally requires E-LOAN to comply
with various financial and non-financial covenants. In
particular, E-LOAN must maintain a minimum unrestricted cash balance of $15
million (excluding Documentary Drafts) in addition to the requirement that E-LOAN maintain at least one other
warehouse facility of no less than $100 million. Failure to comply with these,
or any other covenants, could result in the obligation to repay all amounts then
outstanding at the time of termination. E-LOAN was in compliance with these
covenants during the year ended and at December 31, 2000 and June 30, 2001.

The Company has an agreement to finance up to $200 million of mortgage loan
inventory pending sale of these loans to the ultimate mortgage loan investors.
Of this amount, $100 million is available in committed funds. This loan
inventory financing is secured by the related mortgage loans. The interest rate
charged on borrowings against these funds is based on LIBOR plus various
percentage points. The line expires February 23, 2002. This agreement includes
various financial and non-financial covenants.
In particular, the Company must maintain a minimum cash and cash equivalents
balance of the higher of $20 million (including Restricted Cash, excluding
Documentary Drafts) or the highest amount required by any other
lender or agreement. In February 2001, the Company renewed its $200 million
warehouse line requiring the restriction of $4.5 million in cash as additional
collateral. Additionally, the Company is required to maintain at least one other
warehouse facility of no less than $50 million. Failure to comply with these, or
any other covenants, could result in the obligation to repay all amounts then
outstanding at the time of termination. The Company was not in compliance with
certain of these covenants during the year ended December 31, 2000 and
subsequently obtained a waiver from the lender. E-LOAN was in compliance with
these covenants at December 31, 2000 and June 30, 2001.

On April 2, 2001, the Company entered into an agreement for a $25 million
line of credit for the interim financing of auto loans. The interest rate
charged on this line is based on LIBOR plus 2.5%. The committed line expires on
April 1, 2002. This line includes various financial and non-financial covenants.
These covenants are no more restrictive than those on the Company's existing
credit facilities. The Company was in compliance with these covenants at June
30, 2001.

On April 2, 2001, the Company entered into a loan agreement with an officer
and stockholder of the Company that provides the Company with the ability to
draw funds up to an aggregate of $7.5 million upon demand. The borrowings have
an interest rate of the lower of 12% or the maximum legal rate allowed. Any
amounts outstanding under this agreement are due and payable no earlier than
January 5, 2002. Additionally, as provided for in the loan agreement, the $7.5
million commitment was reduced to $2.5 million as part of the issuance of the
convertible note.

On July 12, 2001 the Company sold a $5.0 million convertible note to an
existing shareholder, which is convertible into shares of its common stock at a
conversion price of $1.06 per share and which matures on January 19, 2003. The
convertible note bears interest at a rate of 8% per annum and is payable
quarterly.

E-LOAN believes that its existing cash and cash equivalents as of June 30,
2001 and subsequent financing obtained through July 12, 2001, will be sufficient
to fund its operating activities, capital expenditures and other obligations
through the remainder of the year.

FORWARD LOOKING STATEMENTS

The statements contained in this Report that are not historical facts are
"forward-looking statements" (as such term is defined in Section 27A of the
Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934),
which can be identified by the use of forward-looking terminology such as
"estimated," "projects," "anticipated," "expects," "intends," "believes," or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. These forward-looking
statements, such as the Company's plans to increase the number of
purchase loans, the relative importance of loans E-LOAN originates and sells and
growth in the number of applications received, statements regarding development
of E-LOAN's business, future operating results, anticipated capital
expenditures, the expectations as to the use of the capital resource and the
availability of additional financing, and other statements contain in this
Report regarding matters that are not historical facts, are only estimates or
predictions and cannot be relied upon. No assurance can be given that future
results will be achieved; actual events or results may differ materially as a
result of risks facing the company or actual results differing from the
assumption underlying such statements. Such risks and assumptions include, but
are not limited to, E-LOAN's ability to successfully promote and market its
brand to current and new customers, generate customer demand for its products in
regions of the country other than California, access additional debt or equity
financing in the future, achieve acceptable pricing for its services, respond to
increasing competition, manage growth of E-LOAN's operations, as well as
regulatory, legislative, and judicial developments that could cause actual
results to vary materially from the future results indicated, expressed or
implied in such forward-looking statements. All written and oral forward-looking
statements made in connection with this Report which are attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the "Factors Affecting Future Operating Results" and other
cautionary statements included herein. The Company disclaims any obligation to
update information contained in any forward-looking statement.

FACTORS AFFECTING FUTURE OPERATING RESULTS

The following important factors, among others, could cause actual results
to differ materially from those contained in forward-looking statements made in
this report or presented elsewhere by management from time to time.

We Have a History of Losses, We May Continue to Incur Losses and We May Not
Achieve or Maintain Profitability

We have not achieved profitability and may continue to incur operating
losses. We incurred net losses of $23.1 million and
$16.1 million for the three months ended June 30, 2000 and 2001, respectively.
As of June 30, 2001, our accumulated deficit was $209.8 million. Because we
expect our operating costs will increase to accommodate expected growth in loan
applications, we will need to generate significant revenues to achieve and
maintain profitability. Even if we achieve profitability, we may not sustain or
increase profitability on a quarterly or annual basis in the future. If revenues
grow slower than we anticipate, or if operating expenses exceed our expectations
or cannot be adjusted accordingly, our business, results of operations and
financial condition will be adversely affected.

We have a Limited Operating History and Consequently Face
Significant Risks and Challenges in Building Our Business

We were incorporated in August 1996, initiated our online mortgage
operations in June 1997 and acquired our online auto operations in September
1999. We cannot assure you that we will be able to operate successfully if a
downturn in the mortgage business occurs. As a result of our limited operating
history, our recent growth and our reporting responsibilities as a public
company, we may need to expand operational, financial and administrative systems
and control procedures to enable us to further train and manage our employees
and coordinate the efforts of our underwriting, accounting, finance, marketing,
and operations departments.

Our Quarterly Financial Results Are Vulnerable to Significant Fluctuations
and Seasonality, Which Could Adversely Affect Our Stock Price

Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors. Certain months or quarters have historically
experienced a greater volume of purchase money mortgage and auto loan
applications and funded loans. As a result, we believe that quarter-to-quarter
comparisons of our operating results are not a good indication of our future
performance. It is possible that in some future periods our operating results
may be below the expectations of public market analysts and investors. In this
event, the price of our common stock may fall.

Interest Rate Fluctuations Could Adversely Affect Our Business in Several
Ways, Including Customers' Incentive to Refinance Existing Mortgage Loans

A significant percentage of our mortgage customers use our services to
refinance existing mortgages and they are motivated to do so primarily when
interest rates fall below the rates of their existing mortgages. In the event
interest rates significantly increase, consumers' incentive to refinance will be
greatly reduced and the number of loans that we originate could significantly
decline.

Our Ability to Engage in Profitable Secondary Sales of Loans May Also Be
Adversely Affected by Increases in Interest Rates

The mortgage loan purchase commitments we obtain are contingent upon our
delivery of the relevant loans to the purchasers within specified periods. To
the extent that we are unable to deliver the loans within the specified periods
and interest rates increase during those periods, we may experience no gain or
even a loss on the sale of these loans. In addition, any increase in interest
rates will increase the cost of maintaining our warehouse and repurchase lines
of credit on which we depend to fund the loans we originate. We have implemented
a hedging program to manage the risk of loss due to fluctuations in interest
rates, but our hedging efforts may not be successful, and no hedging strategy
can completely eliminate interest rate risk. A sharp decrease in interest rates
over a short period may cause customers who have interest rates on mortgages
committed through us to either delay closing their loans or refinance with
another lender. If this occurs in significant numbers, it may have an adverse
effect on our business or quarterly results of operations.

Our Hedging Strategy May Not Succeed in Reducing Our Exposure to Losses
Caused by Fluctuations in Interest Rates

We attempt to manage our interest rate risk exposure through hedging
transactions using a combination of forward sales of mortgage-backed securities
and forward whole-loan sales to fix the sales price of loans we expect to fund.
An effective hedging strategy is complex, and we have limited experience
administering a hedging program. A successful hedging program depends in part on
our ability to properly estimate the number of loans that will actually close
and is subject to fluctuations in the prices of mortgage-backed securities,
which do not necessarily move in tandem with the prices of loans we originate
and close. To the extent that we implement a hedging strategy but are unable to
effectively match our purchases and sales of mortgage-backed securities with the
sale of the closed loans we have originated, our gains on sales of mortgage
loans will be reduced, or we will experience a net loss on those sales.

Uncertainty With Respect to the Time It Takes to Close Mortgage Loans Can
Lead to Unpredictable Revenue and Profitability

The time between the date an application for a mortgage loan is received
from a customer on our website and the date the loan closes can be lengthy and
unpredictable. The loan application and approval process is often delayed due to
factors over which we have little or no control, including the timing of the
customer's decision to commit to an available interest rate, the close of escrow
date for purchase loans, the timeliness of appraisals and the adequacy of the
customer's own disclosure documentation. Purchase mortgage loans generally take
longer to close than refinance loans as they are tied to the close of the
property sale escrow date. This uncertain timetable can have a direct impact on
our revenue and profitability for any given period. We may expend substantial
funds and management resources supporting the loan completion process and never
generate revenue from closed loans. Therefore, our results of operations for a
particular period may be adversely affected if the mortgage loans applied for
during that period do not close in a timely manner or at all.

We Have Recently Experienced Significant Growth in Our Business, and If We
Are Unable to Manage this Growth, Our Business Will Be Adversely Affected

Over the past two years we have experienced significant growth, which has
placed a strain on our resources and will continue to do so in the future. Our
failure to manage this growth effectively could adversely affect our business.
We may not be successful in managing or expanding our operations or maintaining
adequate management, financial and operating systems and controls. Our headcount
has grown substantially. At June 30, 1999 and 2001, we had 274 and 385 full-time
employees, respectively.

If Online Lending and Our Service Offerings Do Not Achieve Widespread
Consumer Acceptance, Our Business Will Be Adversely Affected

Our success will depend in large part on widespread consumer acceptance of
obtaining mortgage and auto loans online. The development of an online market
for mortgage and auto loans has only recently begun, is rapidly evolving and
likely will be characterized by an increasing number of market entrants. Our
future growth, if any, will depend on the following critical factors:

- the growth of the Internet as a commerce medium generally, and as a market
for consumer financial products and services, specifically;
- our ability to successfully and cost-effectively market our services to a
sufficiently large number of customers; and
- our ability to overcome a perception among many real estate market
participants that obtaining mortgages online is risky for consumers.

We cannot assure you that the market for our services will develop, that our
services will be adopted or that consumers will significantly increase their use
of the Internet for obtaining mortgage or auto loans. If the online market for
mortgage and auto loans fails to develop, or develops more slowly than expected,
or if our services do not achieve widespread market acceptance, our business,
results of operations and financial condition would be adversely affected.

The Loss of One or More of Our Significant Distribution Partners Would
Adversely Affect Our Business

We rely on Internet distribution partners to direct a significant number
of prospective customers to our website. If we lose any of our significant
distribution partners, we will likely fail to meet our growth objectives, both
in terms of additional borrowers and increased brand awareness. In the
aggregate, approximately 42% and 59% of our mortgage and auto loan applications,
respectively, were derived from the websites of our distribution partners during
the three months ended June 30, 2001. Our agreements with our distribution
partners are typically short-term, from one to four years in length, and most
can be terminated for any reason upon 30 to 60 days prior written notice. We
cannot assure you that any or all of these agreements will not be terminated or
will be renewed or extended past their current expiration dates. If any of these
agreements were to be terminated or were to lapse without extension, we could
lose a considerable number of loan applications and our business would be
adversely affected.

The Termination of One or More of Our Mortgage Funding
Sources Would Adversely Affect Our Business

We depend on GE Capital Mortgage Services, Inc. ("GE Capital") to finance
our self-funded mortgage loan activities through the warehouse credit facility
they provide. We also depend on Greenwich Capital Financial Products, Inc.
("Greenwich Capital") to finance portions of our mortgage loan inventory pending
ultimate sale to mortgage loan purchasers. If either of these warehouse credit
facilities becomes unavailable, our business would be adversely affected. Under
our agreements with each of these lenders, we make extensive representations,
warranties and various operating and financial covenants. A material breach of
these representations, warranties or covenants on either or both lines could
result in the termination of our agreements and an obligation to repay all
amounts outstanding at the time of termination. In the past, we have had to
obtain waivers from Greenwich Capital and GE Capital as a result of our failure
to comply with covenants regarding the issuance of capital stock, excess asset
purchases and the breach of financial ratios. Our agreement with Greenwich
Capital expires in February 2002 and our agreement with GE Capital expires in
September 2001.
Upon expiration of these agreements management intends to renew or extend
the warehouse credit facilities. However, we cannot assure you that these
agreements will be renewed or extended past their current expiration dates,
and additional sources of funding for our mortgage loans may not be
available on favorable terms or at all.

The Termination of Our Auto Line of Credit Would Adversely Affect Our
Business

We have obtained a line of credit from Bank One, NA, to finance the
funding of our auto loans, and it is our sole facility for auto loan fundings.
If this credit facility becomes unavailable, our business would be adversely
affected. Under our line of credit agreement, we make extensive representations,
warranties and various operating and financial covenants. A material breach of
these representations, warranties or covenants could result in the termination
of the facility and an obligation to repay all amounts outstanding at the time
of termination. In the past, with respect to our mortgage warehouse lines, we
have had to obtain waivers from Greenwich Capital and GE Capital as a result of
our failure to comply with covenants regarding the issuance of capital stock,
excess asset purchases and the breach of financial ratios. Our line of credit
with Bank One, NA expires April 1, 2002.

We Are Dependent on Primarily One Lending Source for All of Our Home
Equity Business

Currently, the majority of our home equity loans are funded through Wells
Fargo Bank pursuant to a Home Equity Loan/Line Purchase Agreement. We currently
rely on Wells Fargo Bank's underwriting system for the processing of the
majority of our home equity loans. If Wells Fargo Bank is unable to underwrite
or fund our home equity loans, we may experience delays in processing loans or
an inability to accept or process home equity loan applications until we are
able to secure new sources of funding. Sufficient additional sources of funding
for our home equity loans may not be available on favorable terms or at all.

If We Do Not Increase the Number of Auto Loan Lenders Who Fund Through Our
Site Our Auto Loan Business Will Not Grow

To grow our auto loan business, we must broaden our offering of auto
loans to a wide range of credit profiles. In order to fund auto loans to
applicants throughout the credit spectrum, we must increase the number of
lenders who make their loan products available through our site. We cannot
assure you that we will be able to enter into arrangements with sufficient other
auto loan lenders on favorable terms or at all.

We Depend on the Timely and Competent Services of Various Companies
Involved in the Mortgage Process; If These Companies Fail to Timely and
Competently Deliver These Services, Our Business and Reputation Will be Directly
and Adversely Affected

We rely on other companies to perform services related to the loan
underwriting process, including appraisals, credit reporting and title searches.
Any interruptions or delays in the provision of these services may cause delays
in the processing and closing of loans for our customers. If we are unsuccessful
in managing the timely delivery of these services we will likely experience
increased customer dissatisfaction and our business and reputation could be
adversely affected.

The Loss of Our Relationship with Any of Our Significant
Providers of Automated Underwriting Would Have an Adverse Effect on Our
Business

We depend on automated underwriting and other services offered by
government sponsored and other mortgage investors, including Fannie Mae and
Freddie Mac ("Agencies"), to help ensure that our mortgage services can be
offered efficiently and on a timely basis. We currently have an agreement with
the Agencies that authorizes our use of their automated underwriting services
and enables us to sell qualified first mortgages to these Agencies. We cannot
assure you that we will remain in good standing with the Agencies or that the
Agencies will not terminate our relationship. We expect to continue to process a
significant portion of our conforming mortgage loans using the Agencies' systems
until we are able to obtain automated underwriting services from other
providers. Our agreement with the Agencies can be terminated by either party. We
utilize an automated underwriting system provided by ZOOTTM for our home
equity loan business. The termination of our agreements with the Agencies or
ZOOTTM would adversely affect our business by reducing our ability to
streamline the mortgage origination process.

We May Incur Losses on Loans if We Breach Representations or Warranties to
Mortgage or Auto Loan Purchasers

In connection with the sale of mortgage and auto loans, we make customary
representations and warranties to loan purchasers relating to, among other
things, compliance with laws and origination practices. In the event we breach
any of these representations and warranties, we may be required to repurchase or
substitute these loans and bear any subsequent losses on the repurchased loans.
We may also be required to indemnify mortgage and auto loan purchasers for these
losses and claims with respect to loans for which there was a breach of
representations and warranties. In addition, many of our agreements with
mortgage and auto loan purchasers prohibit our solicitation of borrowers with
respect to the refinancing of loans we originate and sell. The loan purchasers
under our mortgage loan purchase agreements may construe our continuing mortgage
monitoring service as violating these non-solicitation provisions, in which case
they may elect to terminate their agreements with us or may seek recovery from
us for damages sustained by them. Many of our agreements with mortgage and auto
loan purchasers prohibit us from refinancing mortgage and auto loans for
specified time periods, unless we pay penalties to the loan purchasers or obtain
their consent. Many of these agreements also require us to return any premiums
paid by a mortgage or auto loan purchaser if the loans purchased are prepaid in
full during periods of up to 12 months following the date the loan is
purchased.

The Consumer Lending Industry is Intensely Competitive, and if We Fail to
Successfully Compete in this Industry, Our Market Share and Business Will be
Adversely Affected

To compete successfully, we must respond promptly and effectively to the
challenges of technological change, evolving standards and our competitors'
innovations by continuing to enhance and expand our services, as well as our
sales and marketing channels. Increased competition, particularly online
competition, could result in price reductions, reduced margins or loss of market
share, any of which could adversely affect our business. Auto manufacturer's
subsidy of rates of interest and finance charge could adversely affect our
ability to offer competitive interest rates for our auto loans, and the number
of loans that we originate could significantly decline. We may not be able to
compete successfully in our market environment and our failure to do so could
have an adverse effect on our business, results of operations and financial
condition.

If We Fail to Comply with the Numerous Laws and Regulations that Govern
Our Industry, Our Business Could be Adversely Affected

Our business must comply with all applicable state and federal laws, and
with extensive and complex rules and regulations of, and licensing and
examination by, various federal, state and local government authorities. These
rules impose obligations and restrictions on our mortgage and auto loan
brokering and lending activities. In particular, these rules limit the broker
fees, interest rates, finance charges and other fees we may assess, require
extensive disclosure to our customers, prohibit discrimination and impose on us
multiple qualification and licensing obligations. We may not always have been
and may not always be in compliance with these requirements. Failure to comply
with these requirements may result in, among other things, revocation of
required licenses or registrations, loss of approved status, voiding of loan
contracts or security interests, indemnification liability or the obligation to
repurchase loans sold to loan purchasers, rescission of mortgage loans, class
action lawsuits, administrative enforcement actions and civil and criminal
liability.

Any Acquisitions that We Undertake Could be Difficult to Integrate and
Could Disrupt Our Business, Dilute Stockholder Value and Adversely Affect Our
Operating Results

In September 1999, we acquired Electronic Vehicle Remarketing, Inc., and
we may acquire or make investments in other complementary businesses,
technologies, services or products in the future. These acquisitions and
investments could disrupt our ongoing business, distract our management and
employees and increase our expenses. In the past, we have had discussions with
companies regarding our acquiring, or investing in, their businesses, products,
services, or technologies, and we expect to have additional discussions in the
future. If we acquire a company, we could have difficulty in assimilating that
company's personnel, operations, technology, and software. In addition, the key
personnel of the acquired company may decide not to work for us. We could also
have difficulty in integrating the acquired products, services or technologies
into our operations, and we may incur indebtedness or issue equity securities to
pay for any future acquisitions. The issuance of equity securities could be
dilutive to our existing stockholders.

The Loss of Any of Our Executive Officers or Key Personnel Would Likely
Have an Adverse Effect on Our Business

Our future success depends to a significant extent on the continued
services of our senior management and other key personnel, particularly co-founder
Chris Larsen, Chief Executive Officer and Chairman of the Board of
Directors, as well as Joseph Kennedy, President and Chief Operating Officer.
The  loss of the services of Mr. Larsen and Mr. Kennedy or other key
employees, would also likely have an  adverse effect on our business, results
of operations and financial condition.  We have not entered into employment
agreements with any of our executives,  except Mr. Kennedy, and we do not
maintain "key person" life insurance for any  of our personnel.

We May Not be Able to Recruit and Retain the Personnel We Need to
Succeed

Competition for personnel throughout our industry is intense. We may be
unable to retain our key employees or attract, assimilate or retain other highly
qualified employees in the future. Our future success depends on our continuing
to attract, retain and motivate highly skilled employees, particularly with
respect to our loan processing functions. We have in the past experienced, and
we expect to continue to experience in the future, difficulty in hiring and
retaining employees with appropriate qualifications. If we do not succeed in
attracting new personnel or retaining and motivating our current personnel, our
business will be adversely affected.

Our Business Will be Impaired if Consumers Do Not Continue to Use the
Internet

Our business will be adversely affected if Internet usage does not
continue to grow, particularly by home and auto buyers. A number of factors may
inhibit Internet usage by consumers, including inadequate network
infrastructure, security concerns, inconsistent quality of service, and lack of
availability of cost-effective, high-speed service. If Internet usage grows, the
Internet infrastructure may not be able to support the demands placed on it by
this growth and its performance and reliability may decline. In addition, many
websites have experienced service interruptions as a result of outages and other
delays occurring throughout the Internet infrastructure. If these outages or
delays frequently occur in the future, Internet usage, as well as the usage of
our website, could grow more slowly or decline.

Our Business Will Suffer if We Are Unable to Expand and
Promote Our Brand Recognition

Establishing and maintaining our brand is critical to attracting and
expanding our customer base, solidifying our business relationships and
successfully implementing our business strategy. We cannot ensure that our brand
will be positively accepted by the market or that our reputation will be strong.
Promotion and enhancement of our brand will also depend, in part, on our success
in providing a high-quality customer experience. We cannot ensure that we will
be successful in achieving this goal. To date, we have received customer
complaints regarding the quality of our service. If these complaints persist,
they may significantly damage our reputation and offset the efforts we make in
promoting and enhancing our brand and could have an adverse effect on our
business, results of operations and financial condition. If visitors to our
website do not perceive our existing services to be of high quality or if we
alter or modify our brand image, introduce new services or enter into new
business ventures that are not favorably received, the value of our brand could
be diluted, thereby decreasing the attractiveness of our service to potential
customers.

Our Business Will Suffer if We Are Unable to Adopt to the Rapid
Technological Change that Characterizes Our Industry

Our future success will depend on our ability to adapt to rapidly
changing technologies by continually improving the performance features and
reliability of our services. We rely on third party software products and
services, including software related to automated underwriting functions, which
will enable us to realize processing efficiencies that are central to our
operations. If we are unable to integrate this software in a fully functional
manner, we may experience difficulties that could delay or prevent the
successful development, introduction or marketing of new products and services.
In addition, enhancements of our products and services must meet the
requirements of our current and prospective customers and must achieve
significant market acceptance. We could also incur substantial costs if we need
to modify our services or infrastructure to adapt to these changes.

Any Outages, Delays or Other Difficulties Experienced by the Internet
Service Providers, Online Service Providers or Other Website Operators on Which
Our Users Depend Could Adversely Affect Our Business

Our website has in the past and may in the future experience slower
response times or decreased traffic for a variety of reasons. In addition, our
users depend on Internet service providers, online service providers and other
website operators for access to our websites. Many of them have experienced
significant outages in the past, and could experience outages, delays and other
difficulties due to system failures unrelated to our systems. Additionally, the
Internet infrastructure may not be able to support continued growth in its use.
Any of these problems could adversely affect our business.

Our Business Will be Adversely Affected if We Are Unable to Safeguard the
Security and Privacy of Our Customers' Financial Data

Internet usage could decline if any well-publicized compromise of
security occurred. We may incur significant costs to protect against the threat
of security breaches or to alleviate problems caused by any breaches that occur.
We also retain on our premises personal financial documents that we receive from
prospective borrowers in connection with their loan applications. These
documents are highly sensitive and if a third party were to misappropriate our
customers' personal information, customers could possibly bring legal claims
against us. We cannot assure you that our privacy policy will be deemed
sufficient by our prospective customers or any federal or state laws governing
privacy, which may be adopted in the future.

Our Business Will be Adversely Affected if We Are Unable to Protect Our
Intellectual Property Rights from Third Party Challenges or if We Are Involved
in Litigation

Trademarks and other proprietary rights are important to our success and
our competitive position. Although we seek to protect our trademarks and other
proprietary rights through a variety of means, we cannot assure you that the
actions we have taken are adequate to protect these rights. We may also license
content from third parties in the future, and it is possible that we could face
infringement actions based upon the content licensed from these third parties.
Trademark or propriety rights claims against us, regardless of their merit,
could result in costly litigation and the diversion of our financial resources
and technical and management personnel. Further, if any of these claims are
proved valid, through litigation or otherwise, we may be required to change our
trademarks and pay financial damages, which could adversely affect our
business.

Competition

The market for the origination of consumer loans is rapidly evolving,
both online and through traditional channels, and competition for borrowers is
intense and is expected to increase significantly in the future. E-LOAN faces
competition from offline mortgage brokers and auto dealers, who as a group
provide the majority of mortgage loans, HELOCs, and auto loans, respectively. In
addition, E-LOAN competes directly with companies offering mortgage and auto
loans over the Internet. Principal among these competitors are E-Trade Mortgage,
Intuit QuickenLoans, LendingTree, and PeopleFirst. Traditional lenders,
including Countrywide, Norwest, Wells Fargo and Bank of America, also provide
access to their loan offerings over the Internet. Increased competition,
particularly online competition, could result in price reductions, reduced
margins or loss of market share, any of which could adversely affect our
business. Further, we cannot assure you that E-LOAN's competitors and potential
competitors will not develop services and products that are equal or superior to
those of E-LOAN or that achieve greater market acceptance than its products and
services.

E-LOAN believes that the primary competitive factors in
creating a financial services resource on the Internet are functionality, brand
recognition, customer loyalty, ease-of-use, quality of service, reliability and
critical mass. Competition is likely to increase significantly as new companies
enter the market and current competitors expand their services. Many of these
potential competitors are likely to enjoy substantial competitive advantages,
including:

- longer operating histories;
- greater name recognition;
- larger, established customer bases; and
- substantially greater financial, marketing, technical and other resources.

Intellectual Property

Trademarks and other proprietary rights are important to our success and
our competitive position. Although we seek to protect our trademarks and other
proprietary rights through a variety of means, we cannot assure you that the
actions we have taken are adequate to protect these rights. We may also license
content from third parties in the future and it is possible that we could face
infringement actions based upon the content licensed from these third parties.
Claims brought against us, regardless of their merit, could result in costly
litigation and the diversion of our financial resources and technical and
management personnel. Further, if any of these claims are proved valid, through
litigation or otherwise, we may be required to change our trademarks and pay
financial damages, which could adversely affect our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate movements significantly impact E-LOAN'S volume of closed
loans and represent the primary component of market risk to E-LOAN. In a higher
interest rate environment, consumer demand for mortgage loans, particularly
refinancing of existing mortgages, declines. Interest rate movements affect the
interest income earned on loans held for sale, interest expense on the warehouse
lines payable, the value of mortgage loans held for sale and ultimately the gain
on sale of mortgage loans.

E-LOAN attempts to minimize the interest rate risk associated with the time
lag between when loans are rate-locked and when they are committed for sale or
exchanged in the secondary market, through its hedging activities. Individual
mortgage loan risks are aggregated by note rate, mortgage loan type and stage in
the pipeline, and are then matched, based on duration, with the appropriate
hedging instrument, thus mitigating basis risk until closing and delivery. E-
LOAN currently hedges its mortgage pipeline through mandatory forward sales of
Fannie Mae mortgage-backed securities and non-mandatory forward sale agreements
with the ultimate investor. E-LOAN determines which alternative provides the
best execution in the secondary market.

E-LOAN believes that it has implemented a cost-effective hedging program to
provide a level of protection against changes in the market value of its fixed-
rate mortgage loans held for sale. However, an effective strategy is complex and
no hedging strategy can completely insulate the Company against such
changes.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject to various other legal proceedings and claims,
either asserted or unasserted, which arise in the ordinary course of business.
While the outcome of these claims cannot be predicted with certainty, management
does not believe that the outcome of any of these legal matters will have a
material adverse effect on the Company's results of operations or financial
position.

Item 2. Changes in Securities and Use of Proceeds

(c) Recent Sales of Unregistered Shares. On July 12, 2001 the Company
sold a $5,000,000 convertible note to The Charles Schwab Corporation which is
convertible into shares of its common stock at a conversion price of $1.06 per
share and which matures on January 19, 2003, and a warrant to purchase 1,389,000
shares of its common stock at an exercise price of $5.00 per share until July
25, 2003. The warrant was in consideration for the surrender of warrants
expiring July 25, 2003, to purchase an aggregate of 6,600,000 shares of the
Company's common stock at a price of $15.00 per share. The convertible note is
secured by a security interest in certain of the Company's assets. The sale was
exempt from the registration requirements of the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

At the Registrant's Annual Meeting of Stockholders held on May 8, 2001 the
following proposals were adopted by the margins indicated:

|                                                                                                                                                                                    | Number of Shares
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                                                                    | Voted For       
|1.	To elect a two Class II Directors to hold office until the
Annual Meeting of Stockholders to be held in 2004 or until their respective
successors have been elected or appointed |                 
|Joseph J. Kennedy                                                                                                                                                                   | 36,298,968      
|Robert C. Kagle                                                                                                                                                                     | 36,302,577      
|                                                                                                                                                                                    |                 
|The following directors continued in office: Christian A.
Larsen, Daniel O. Leemon, Ira M. Ehrenpreis and Wade Randlett.                                                           
|                                                                                                                                                                                    | Number of Shares
|                                                                                                                                                                                    | Voted For       
|2. 	To ratify the appointment of the accounting firm of
PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending
December 31, 2001                             | 36,406,903      

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a)    Exhibits:

|3.1(1) | Restated Certificate of Incorporation of E-LOAN dated July 2, 1999                                                                                                                            
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2(2) | Corrected Certificate of Amendment of  Restated Certificate of
Incorporation of E-LOAN, Inc. dated February 15, 2001                                                                          
|3.3(3) | Amended and Restated Bylaws of E-LOAN, Inc. dated March 16,
2001                                                                                                                              
|4.1    | Promissory Note made by The Charles Schwab Corporation in
favor of E-LOAN, Inc., dated as of March 31, 2001, in the amount of
$2,000,000                                                      
|4.2    | Promissory Note made by Christian A. Larsen in favor of
E-LOAN, Inc., dated as of March 31, 2001, in the amount of
$3,000,000                                                                 
|4.3    | Stock Purchase Warrant dated as of July 12, 2001 granting
Charles Schwab & Co., Inc. the right to purchase 1,389,000 shares of E-LOAN's
common stock                                          
|4.4    | 8% Convertible Note made by The Charles Schwab
Corporation in favor of E-LOAN, Inc., dated as of July 12, 2001, in the amount
of $5,000,000                                                   
|10.1   | Loan Agreement between E-LOAN, Inc. and Christian A. Larsen
dated as of April 2, 2001                                                                                                         
|10.2   | Security Agreement between E-LOAN, Inc. and Christian A. Larsen
dated as of March 30, 2001                                                                                                    
|10.3   | Security Agreement between E-LOAN, Inc. and The Charles Schwab
Corporation dated as of March 31, 2001                                                                                         
|10.4   | Intercreditor Agreement between E-LOAN, Inc., The Charles
Schwab Corporation and Christian A. Larsen, and acknowledged and agreed to by E-LOAN,
Inc. as of March 31, 2001                     
|10.5   | Second Amendment to Auto Loan Purchase and Sale Agreement with Wells Fargo Bank, N.A.
- Auto Finance Group dated March 15, 2001*                                                              
|10.6   | Systems and Marketing Agreement with H&R Block Mortgage Corporation dated April 1,
2001*                                                                                                      
|10.7   | Amendment #5 to License Agreement with Yahoo! Inc. dated April 4, 2001*                                                                                                                       
|10.8   | Tri-Party Enhanced AOT Agreement with Wells Fargo Home Mortgage, Inc. and Federal
Home Loan Mortgage Corporation dated May 22, 2001*                                                          
|10.9   | Originator Master Commitment for Enhanced AOT with Federal Home Loan Mortgage
Corporation dated June 11, 2001*                                                                                
|10.10  | Master Agreement with Federal Home Loan Mortgage Corporation dated June 18, 2001*                                                                                                             
|10.11  | Eleventh Modification Agreement with Cooper River Funding Inc. and GE Capital
Mortgage Services, Inc. dated June 29, 2001                                                                     
|10.12  | Note Purchase Agreement between E-LOAN, Inc. and The Charles Schwab Corporation dated
as of July 12, 2001                                                                                     
|10.13  | Amended and Restated Loan Agreement between E-LOAN, Inc. and Christian A. Larsen
dated as of July 12, 2001                                                                                    
|10.14  | Registration Rights Agreement between E-LOAN, Inc. and The Charles Schwab Corporation
dated as of July 12, 2001                                                                               
|10.15  | Amended and Restated Security Agreement between E-LOAN, Inc. and Christian A. Larsen
dated as of July 12, 2001*                                                                               
|10.16  | Security Agreement between E-LOAN, Inc. and The Charles Schwab Corporation dated as
of July 12, 2001*                                                                                         
|10.17  | Amended and Restated Security Agreement between E-LOAN, Inc. and Bank One, N.A.,
dated as of July 12, 2001*                                                                                   
|10.18  | Amended and Restated Intercreditor Agreement between E-LOAN, Inc., The Charles Schwab
Corporation and Christian A. Larsen, and acknowledged and agreed to by E-LOAN, Inc.
as of July 12, 2001*
|10.19  | Subordination and Intercreditor Agreement between Bank One, N.A., The Charles Schwab
Corporation and Christian A. Larsen, and acknowledged and agreed to by E-LOAN, Inc.
as of July 12, 2001  

(1)Incorporated by reference
to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 6, 2000, filed on August 14, 2000.

(2) Incorporated by reference to Exhibit 3.02 of the Company's Amendment to
its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2000,
filed on April 23, 2001.

(3) Incorporated by reference to Exhibit 3.03 of the
Company's Amendment to its Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2000, filed on April 23, 2001.

*Confidential Treatment Requested

(b)    Reports on Form 8-K

There were no reports on Form 8-K filed during the three months ended June
30, 2001.

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**SIGNATURES**

Pursuant to the requirement of the Security Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



| |             
| | ------------
| | E-LOAN, INC.

Dated: August 14, 2001



| |     |                 
| | --- | ----------------
| | By: | /s/ Matt Roberts

| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| |                                                                                                                 
| | Matt Roberts                                                                                                    
| | Chief Financial Officer                                                                                         
| | (Principal Financial and Accounting
                                        Officer and Duly Authorized Officer)

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