UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 1
                                       ON
                                   FORM 10-Q/A

              [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

                        Commission File Number: 000-25621

                                  E-LOAN, INC.
                                  ------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                             77-0460084
             --------                                             ----------
   (State or other jurisdiction                                (I.R.S. Employer
of Incorporation or organization)                            Identification No.)

              5875 ARNOLD ROAD, SUITE 100, DUBLIN CALIFORNIA 94568
              ----------------------------------------------------
              (Address of principal executive offices) (Zip Code)

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

     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 such 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.

<PAGE>


                                  E-LOAN, INC.
                                   FORM 10-Q/A
                       FOR THE QUARTER ENDED JUNE 30, 2001


                                    CONTENTS


                          PART I. FINANCIAL INFORMATION

Item 2.      Management's Discussion and Analysis of
             Financial Condition and Results of Operations                     3

SIGNATURES                                                                     9

                                       2
<PAGE>


                                EXPLANATORY NOTE

The Company is filing this Amendment No. 1 on Form 10-Q/A for the fiscal quarter
ended June 30, 2001 to move the pro forma net loss discussion under Item 2
(Management's Discussion and Analysis of Financial Condition and Results of
Operations) to the end of such Item and to include a table within Item 2 which
reconciles net income with pro forma results. This Amendment does not restate
any of the financial statements contained in the Company's initial filing. Other
than the aforementioned change, all other information included in the initial
filing is unchanged.

                                     PART I

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.

                                       3
<PAGE>


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 (R), 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%
                                       =======    =======    =======    =======


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.

                                       4
<PAGE>


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.

                                       5
<PAGE>


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.

PRO FORMA NET LOSS (SUPPLEMENTAL)

E-LOAN provides pro forma net income and pro forma net income per share data as
an alternative for understanding its operating results. These measures are not
in accordance with, or an alternative for, generally accepted accounting
principles and may be different from pro forma measures used by other companies.
Pro forma results exclude the effects of certain non-cash charges related to a
compensation charge associated with E-LOAN'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 E-LOAN's common stock. Pro forma net income and pro forma net income
per share are calculated as follows ($000s except per share amounts):

                                       6
<PAGE>


                                    THREE MONTHS ENDED       SIX MONTHS ENDED
                                         JUNE 30,                JUNE 30,
                                   --------------------    --------------------
                                     2000        2001        2000        2001
                                   --------    --------    --------    --------
Numerator:
  Net loss ......................  $(23,112)   $(16,120)   $(47,893)   $(32,437)
  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
                                   --------    --------    --------    --------
  Pro forma net loss ............  $ (9,742)   $ (2,182)   $(21,121)   $ (5,322)
                                   ========    ========    ========    ========
Denominator:
  Weighted average common shares
    basic and diluted ...........    43,933      53,781      42,907      53,703

Pro forma net loss per share:
  Basic and diluted .............  $  (0.22)   $  (0.04)   $  (0.49)   $  (0.10)
                                   ========    ========    ========    ========


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

                                       7
<PAGE>


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

                                       8
<PAGE>


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.

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

                                        E-LOAN, Inc.


Date: January 31, 2002                  /s/ Matthew Roberts
                                        ----------------------------------------
                                        Matthew Roberts
                                        Chief Financial Officer
                                        (Principal Financial and Accounting
                                        Officer and Duly Authorized Officer)

                                       9