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 September 30, 2002 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.



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

5875 Arnold Road, Suite 100
Dublin, California   94568

(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 reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [  ]

As of November 1, 2002, 59,319,583 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 SEPTEMBER 30, 2002
                                TABLE OF CONTENTS



|PART I.   FINANCIAL INFORMATION                                                                                       | Page No.
|--------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                      |         
|Item 1.   Interim Financial Statements
                  (unaudited):                                                 |         
|                                                                                                                      |         
|Balance Sheets as of December 31, 2001 and September 30, 2002                                                         | **      
|                                                                                                                      |         
|Statements of Operations for the
    three and nine months ended September 30, 2001 and 2002                          | **      
|                                                                                                                      |         
|Statements of Cash Flows for the
    nine months ended September 30, 2001 and 2002                                    | **      
|                                                                                                                      |         
|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                                                  | **      
|                                                                                                                      |         
|Item 4.   Controls and Procedures                                                                                     | **      
|                                                                                                                      |         
|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, EXCEPT SHARE AMOUNTS)

---

`December 31, September 30
                                                                                   2001         2002
                                                                                -----------  -----------
                                                                                             (unaudited)
ASSETS
Current assets:
    Cash and cash equivalents (includes $4,500 and $2,500 of
       restricted cash)....................................................... $    32,538  $    32,693
    Loans held-for-sale.......................................................     162,246      269,442
    Retained interests in auto loans - trading................................         --         1,696
    Accounts receivable, prepaids and other current assets....................       8,435       16,749
                                                                                -----------  -----------
          Total current assets................................................     203,219      320,580
Fixed assets, net.............................................................       6,215        5,851
Deposits and other assets.....................................................       1,192        1,947
                                                                                -----------  -----------
           Total assets....................................................... $   210,626  $   328,378
                                                                                ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Warehouse and other lines payable......................................... $   158,148  $   264,787
    Accounts payable, accrued expenses and other current liabilities..........       7,535       12,865
    Capital lease obligation, current portion.................................         175           25
                                                                                -----------  -----------
           Total current liabilities..........................................     165,858      277,677
Notes payable, long term......................................................       5,000          --
                                                                                -----------  -----------
           Total liabilities..................................................     170,858      277,677
                                                                                -----------  -----------
Commitments and contingencies (Note 11):
Stockholders' equity:
    Preferred stock, 5,000,000 $0.001 par value shares authorized at
      December 31, 2001 and September 30, 2002; 0 shares issued and
      outstanding at December 31, 2001 and September 30, 2002.................         --           --
    Common stock, 150,000,000 $0.001 par value shares authorized at
      December 31, 2001 and September 30, 2002; 54,010,151 and
      59,023,293 shares issued and outstanding at December 31, 2001
      and September 30, 2002..................................................          54           59
Additional paid-in capital....................................................     256,578      261,869
Accumulated deficit...........................................................    (216,864)    (211,227)
                                                                                -----------  -----------
           Total stockholders' equity.........................................      39,768       50,701
                                                                                -----------  -----------
           Total liabilities and stockholders' equity......................... $   210,626  $   328,378
                                                                                ===========  ===========`

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

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E-LOAN, INC.
STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

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`Three Months Ended         Nine Months Ended
                                                               September 30,              September 30,
                                                            2001         2002          2001         2002
                                                         -----------  -----------   -----------  -----------
Revenues (Note 9)...................................... $    16,862  $    28,437   $    48,435  $    70,188

Operating expenses:
    Operations.........................................      10,181       15,283        32,361       37,462
    Sales and marketing................................       3,616        6,484        12,426       17,759
    Technology.........................................       1,461        1,436         4,924        4,105
    General and administrative.........................       1,380        1,687         4,143        4,667
    Amortization of non-cash marketing costs...........         --           --          5,970          --
    Amortization of unearned compensation..............       1,045          --          2,323          --
    Amortization of goodwill and intangible assets.....       8,278          --         28,145          --
                                                         -----------  -----------   -----------  -----------
           Total operating expenses....................      25,961       24,890        90,292       63,993
                                                         -----------  -----------   -----------  -----------
Income (loss) from  operations.........................      (9,099)       3,547       (41,857)       6,195
Other income, net......................................          88           51           409           34
                                                         -----------  -----------   -----------  -----------
Income (loss) before taxes.............................      (9,011)       3,598       (41,448)       6,229
Income taxes...........................................         --          (508)          --          (592)
                                                         -----------  -----------   -----------  -----------
Net income (loss)...................................... $    (9,011) $     3,090   $   (41,448) $     5,637
                                                         ===========  ===========   ===========  ===========

Net income (loss) per share:
    Basic.............................................. $     (0.17) $      0.05   $     (0.77) $      0.10
                                                         ===========  ===========   ===========  ===========
    Diluted............................................ $     (0.17) $      0.05   $     (0.77) $      0.10
                                                         ===========  ===========   ===========  ===========

    Weighted-average shares - basic....................      53,830       59,017        53,746       57,058
                                                         ===========  ===========   ===========  ===========
    Weighted-average shares - diluted..................      53,830       59,625        53,746       60,028
                                                         ===========  ===========   ===========  ===========`

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)

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`Nine Months Ended
                                                                       September 30,
                                                                    2001         2002
                                                                 -----------  -----------
Cash flows from  operating activities:
   Net income (loss)........................................... $   (41,448) $     5,637
   Adjustments to reconcile net income (loss) to net cash
     used in operating activities:
     Amortization of unearned compensation.....................       2,323          --
     Amortization of goodwill and intangible assets............      28,145          --
     Non-cash marketing costs..................................       5,970          --
     Depreciation and amortization of fixed assets.............       2,925        3,063
     Non-cash gain on sale of auto loans.......................         --        (1,351)
     Changes in operating assets and liabilities:
       Loans held-for-sale.....................................     (10,486)    (107,196)
       Contributed basis in loans sold to E-Loan Auto..........         --          (345)
       Accounts receivable, prepaids, deposits
         and other assets......................................        (653)      (8,818)
       Accounts payable, accrued expenses and
         other payables........................................      (2,884)       5,330
                                                                 -----------  -----------
         Net cash used in operating activities.................     (16,108)    (103,680)
                                                                 -----------  -----------
Cash flows from investing activities:
   Acquisition of fixed assets.................................      (1,613)      (2,699)
   Disposal of fixed assets....................................         164          --
                                                                 -----------  -----------
         Net cash used in investing activities                       (1,449)      (2,699)
                                                                 -----------  -----------
Cash flows from financing activities:
   Proceeds from issuance of common stock, net.................         229           45
   Proceeds from notes payable.................................       5,000          --
   Repayments of notes payable.................................      (2,060)         --
   Proceeds from warehouse and other lines payable.............   2,122,005    3,338,034
   Repayments of warehouse and other lines payable.............  (2,108,552)  (3,231,395)
   Payments on obligations under capital leases, net...........        (292)        (150)
                                                                 -----------  -----------
         Net cash provided by financing activities.............      16,330      106,534
                                                                 -----------  -----------
Net increase (decrease) in cash................................      (1,227)         155
Cash and cash equivalents, beginning of period.................      28,459       32,538
                                                                 -----------  -----------
Cash and cash equivalents, end of period....................... $    27,232  $    32,693
                                                                 ===========  ===========
Supplemental cash flow information:
   Cash paid for interest...................................... $     7,845  $     6,190
                                                                 ===========  ===========
Non-cash financing activities:
   Conversion of convertible debt into common stock............ $       --   $     5,000
                                                                 ===========  ===========`

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 direct
to consumer lender of first and second mortgage loans, home equity loans and
home equity lines of credit and auto loans.  The Company operates as a single
operating segment.

2.	BASIS OF PRESENTATION

Interim Financial Information (unaudited)

The accompanying financial statements as of September 30,
2001 and 2002 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 September 30, 2001 and
2002. 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, 2001. The results for the
three and nine months ended September 30, 2002 are not necessarily indicative of
the expected results for the year ending December 31, 2002.

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. Both cash equivalents
and short term investments are considered available-for-sale securities and are
carried at amortized cost, which approximates fair value. As more fully
described in Note 8, the Company must maintain a minimum cash and cash
equivalents balance of the higher of $15 million (including Restricted Cash,
excluding Documentary Drafts) or the highest amount required by any other lender
or agreement. The following summarizes cash and cash equivalents at December 31,
2001 and September 30, 2002 (dollars in thousands):

`December 31,  September 30,
                                                    2001         2002
                                                 -----------  -----------
Cash........................................... $     9,911  $    30,193
Commercial paper...............................      15,501          --
Documentary drafts.............................       2,626          --
Restricted cash................................       4,500        2,500
                                                 -----------  -----------
                                                $    32,538  $    32,693
                                                 ===========  ===========`

Documentary Drafts

Effective May 2002, the Company no longer uses a
documentary draft process to fund its auto loans.  The Company previously
originated auto loans directly to consumers through the use of a documentary
draft process. This process required the borrower and the auto dealer to provide
a series of supporting documents in order to complete the loan. Examples of
required supporting documentation included copies of the borrower's driver's
license, bill of sale, proof of insurance, and application for title
registration.

Documentary drafts consisted of cash allocated to satisfy
documentary drafts presented by borrowers before the required supporting
documents were received by the Company to complete the loan. If the required
documentation was not provided as agreed to by the borrower and auto dealer,
then the allocation of cash was reversed and the cash balance was restored. The
Company's documentary draft process allowed for two business days to process the
required supporting documentation prior to determining whether to reverse or
honor the original presentment by the auto dealer.

Derivative instruments

On January 1, 2001, the Company adopted Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative and
Hedging Activities" ("SFAS 133"), as subsequently amended by
Statement of Financial Accounting No. 138.  In accounting for its derivative
financial instruments, SFAS 133 requires an entity to recognize all derivative
assets or liabilities in the statement of financial condition and measure those
instruments at fair value.  The accounting for changes in fair value of the
derivative depends on the intended use of the derivative and the resulting
designation.  An entity that elects to apply hedge accounting is required to
establish at the inception of the hedge, the method it will use in assessing the
effectiveness of the hedging derivative and the measurement approach for
determining the ineffectiveness of the hedge.  These methods must be consistent
with the entity's approach to managing risk.  A transition adjustment was
recognized in the first quarter of 2001 as a cumulative effect of a change in
accounting principle.  The transition adjustment was a $0.2 million gain, which
was recorded as a component of mortgage revenue.

The Company is a party to rate lock commitments to fund loans
at interest rates previously agreed (locked) by both the Company and the
borrower for specified periods of time. When the borrower locks their interest
rate, the Company extends a put option to the borrower, whereby the borrower is
not obligated to enter into the loan agreement, but the Company must honor the
interest rate for the specified time period.  Under SFAS 133 interest rate locks
are derivatives.  The Company is exposed to interest rate risk during the
accumulation of interest rate lock commitments and loans prior to sale. The
Company utilizes either a best efforts sell forward commitment or a mandatory
sell forward commitment to economically hedge the changes in fair value of the
loan due to changes in market interest rates.  Both best efforts and mandatory
sell forward commitments are derivatives under SFAS 133.  Throughout the lock
period the changes in the market value of interest rate lock commitments, best
efforts and mandatory sell forward commitments are recorded as unrealized gains
and losses and are included in the statement of operations. These gains and
losses are substantially off-setting. Once the loan is funded the Company hedges
changes in the fair value of the loan, if not previously hedged at time of lock
through use of a best efforts sell forward agreement, by entering into a forward
delivery commitment at a specified price.

The Company's management has made complex judgments in their
application of SFAS 133.  The judgments include the identification of hedging
instruments, hedged items, nature of the risk being hedged, and how the hedging
instrument's effectiveness will be assessed.  The Company designates forward
delivery commitments, where the company intends to deliver the underlying loan
into the commitment, as a fair value SFAS 133 hedge at the commitment date.   In
addition, the Company designates all non-mandatory forward sale agreements as
fair value SFAS 133 hedges for underlying loans at funding date.  The Company
does not designate mandatory sell forward agreements as SFAS 133 hedges but does
utilize them to economically hedge the changes in fair value of rate lock
commitments with borrowers for which a non-mandatory forward sale agreement has
not been obtained.  The Company did not have a material gain or loss
representing the amount of hedge ineffectiveness related to non-mandatory
forward sale agreements or delivery commitments during the three months ended
September 30, 2002.

Sale of auto loans to qualified special purpose entity

On June 17, 2002, the Company entered into an arrangement
to sell auto loan receivables to a qualified special purpose entity (QSPE), E-Loan
Auto Fund One, LLC ("E-Loan Auto"). These transactions involve
the Company surrendering control over these assets to assure that the sold
assets have been isolated from the Company and its creditors. As E-Loan Auto has
met the appropriate tests to be considered a QSPE, the assets and liabilities of
E-Loan Auto are appropriately not consolidated in financial statements of the
Company. E-Loan Auto has obtained a secured borrowing facility from Merrill
Lynch Bank USA to finance all purchases of loans from the Company. The Company
recognizes a gain on the sale of auto loan receivables to E-Loan Auto in the
period in which the sale occurs, which represents the difference between the
sale proceeds to the Company and the Company's net carrying value of the
receivables. Included in the proceeds received by the Company from the sale of
loans is a beneficial interest related to loans owned by the QSPE, which is
reflected on the Company's balance sheet as a retained interest asset. These
retained interest assets are recorded on the balance sheet at fair value as
trading assets, and will be marked to market at each subsequent reporting
period. In order to determine the fair value management estimates future excess
cash flows to be received by the Company over the life of the loans. The Company
makes various assumptions in order to determine the fair value of the estimated
future excess cash flows to be generated by the auto loans sold to the QSPE. The
most significant assumptions are the cumulative credit losses to be incurred on
the pool of auto loan receivables sold, prepayment rates of the auto loans and
the rate at which the estimated future excess cash flows are discounted. The
assumptions used represent the Company's best estimates, and the use of
different assumptions could produce different financial results. The Company
will continue to monitor and may update its assumptions over time.

Income taxes

The Company accounts for income taxes using the liability
method in accordance with SFAS No. 109, Accounting for Income Taxes.
Under this method, deferred tax liabilities and assets are determined based on
the difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amounts expected to be realized.
Due to the uncertainty surrounding the realization of the favorable attributes
in future tax returns, the Company has recorded a full valuation allowance
against its net deferred tax assets at December 31, 2001 and September 30, 2002.
The provision for income tax expense represents taxes payable for the current
period, plus the net change in deferred tax assets and liabilities.

Net Income (Loss) Per Share

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

`Three Months Ended        Nine Months Ended
                                                       September 30,             September 30,
                                                    2001         2002         2001         2002
                                                 -----------  -----------  -----------  -----------
                                                      (In Thousands)            (In Thousands)
  Numerator:
    Net income (loss).......................... $    (9,011) $     3,090  $   (41,448) $     5,637
    Interest expense from convertible note.....         --           --           --           152
                                                 -----------  -----------  -----------  -----------
    Net income (loss) assuming dilution........ $    (9,011) $     3,090  $   (41,448) $     5,789
                                                 ===========  ===========  ===========  ===========
  Denominator:
    Weighted average shares, basic.............      53,830       59,017       53,746       57,058
    Effect of potentially dilutive securities:
      Convertible note.........................         --           --           --         1,838
      Warrants.................................         --             8          --           103
      Employee Stock Option Plan...............         --           600          --         1,029
                                                 -----------  -----------  -----------  -----------
    Weighted average number of shares
      assuming dilution........................      53,830       59,625       53,746       60,028
                                                 ===========  ===========  ===========  ===========

  Diluted net income (loss) per share.......... $     (0.17) $      0.05  $     (0.77) $      0.10
                                                 ===========  ===========  ===========  ===========`

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board
("FASB") issued SFAS No. 141, Business Combinations and SFAS
No. 142, Goodwill and Other Intangible Assets.  SFAS No. 141, among other
things, eliminates the use of the pooling of interests method of accounting for
business combinations.  Under the provisions of SFAS No. 142, goodwill will no
longer be amortized, but will be subject to a periodic test for impairment based
upon fair values.  SFAS No. 141 is effective for all business combinations
initiated after June 30, 2001.  SFAS No. 142 is effective beginning January 1,
2002.  The adoption of these statements had no effect on the Company's financial
statements.

In May 2002, the FASB issued SFAS No. 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections".  SFAS 145 rescinds the automatic treatment of gains
or losses from extinguishment of debt as extraordinary unless they meet the
criteria for extraordinary items as outlined in APB Opinion No. 30,
"Reporting the Results of Operations, Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions".  In addition, SFAS 145 also requires sale-leaseback
accounting for certain lease modifications that have economic effects
that are similar to sale-leaseback transactions and makes various technical
corrections to existing pronouncements.  The provisions of this statement
related to the rescission of FASB Statement 4 shall be applied in fiscal years
beginning after May 15, 2002.  The provisions in paragraphs 8 and 9(c) of this
Statement related to FASB Statement 13 shall be effective for transactions
occurring after May 15, 2002, with early application encouraged. All other
provisions of this Statement shall be effective for financial statements issued
on or after May 15, 2002.  The adoption of this Statement had no effect on the
Company's financial statements.

In July 2002, the FASB issued SFAS No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities"(SFAS 146). SFAS No.
146 addresses financial accounting and reporting for costs associated with exit
or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)."  This Statement requires that a liability for costs
associated with an exit or disposal activity be recognized and measured
initially at fair value only when the liability is incurred.  The provisions of
this Statement are effective for exit or disposal activities that are initiated
after December 31, 2002. The Company believes that the adoption of SFAS No. 146
will not have a material effect on its financial position or results of
operations.

4. 	Retained Interests in Auto Loans

In June 2002, the Company created  a qualified special
purpose entity, E-Loan Auto Fund One, LLC ("E-Loan Auto"), which purchases prime
auto loans from the Company and then holds the loans. For the three months ended
September 30, 2002, the Company sold $71.9 million in auto loans to E-Loan Auto
and recognized $1.4 million in related non-cash gain on sale. In exchange for
the loans sold, the Company received cash of $71.5 million from E-Loan Auto and
a retained interest valued at $1.7 million in the loans sold to E-Loan Auto. The
retained interest represents the Company's portion of the present value of the
expected excess cash flows over the life of the loans, remaining after payment
of net interest, servicing fees and credit losses. Included in the retained
interest is a contributed basis in the loans sold to E-Loan Auto of 0.5%. The
contributed basis is the difference between the loan amount and the cash sale
proceeds received from E-Loan Auto of 99.5% (of the unpaid principal balance),
which represents over collateralization in those loans. The contributed basis is
returned to the Company as part of the defined distribution of cash flows from
E-Loan Auto. Cash flows are to be distributed by E-Loan Auto in the following
manner: first to the hedge counterparty, second to the servicer, custodian and
administrator, third to the lender for interest expense, fourth to the lender
for principal payments, fifth to the Company for the contributed basis and sixth
to the lender and the Company any remaining cash flows to be distributed 15% and
85%, respectively.  The servicing fee is passed through to a sub-servicer of the
Company, and as such the Company does not capitalize a servicing asset for the
loans sold to E-Loan Auto, since the cost to sub-service equals the servicing
fee.

The following table provides a summary of activity in the
retained interests in auto loans since inception:



|Beginning Balance 07/01/02                     | $       0
|---------------------------------------------- | ---------
|Contributed basis in loans sold to E-Loan
Auto | 340      
|Non-cash gain on sale                          | 1,351    
|Accretion of present value discount            | 5        
|Ending Balance 09/30/02                        | $1,696   



At September 30, 2002, key valuation assumptions used to
value the retained interests and the sensitivity of those assumptions to
immediate 10% and 25% adverse changes in those assumptions are as
follows:

|                                                                | September 30, 2002(dollars in thousands)
|--------------------------------------------------------------- | ----------------------------------------
|Balance sheet carrying value of retained
interests - fair value | $1,696                                  
|Weighted-average life (in months)                               | 55.7                                    
|Prepayment speed assumptions (ABS)                              | 1.5                                     
|Impact on fair value of 10% adverse change
(1.65)               | ($49.1)                                 
|Impact on fair value of 25% adverse change
(1.88)               | ($123.3)                                
|Expected credit losses (life of loan loss
rate)                 | 72 bps                                  
|Impact on fair value of 10% adverse change
(79 bps)             | ($38.4)                                 
|Impact on fair value of 25% adverse change
(90 bps)             | ($96.0)                                 
|Residual cash flows discount rate (average
annual rate)         | 12.0%                                   
|Impact on fair value of 10% adverse change
(13.2%)              | ($41.6)                                 
|Impact on fair value of 25% adverse change
(15.0%)              | ($100.9)                                

These sensitivities are hypothetical and should
be used with caution.  As the figures indicate, changes in fair value of the
retained interests based on a variation in assumptions generally cannot be
extrapolated because the relationship of the change in assumption to the change
in fair value may not be linear.  Also in the above table, the effect of a
variation in a particular assumption on the fair value of the retained interest
is calculated without changing any other assumption; in reality, changes in one
factor may result in changes in another (for example, increases in market
interest rates may result in lower prepayments but increased credit losses),
which might magnify or counteract the sensitivities.

The discount rate was determined by assessing the risk
related to the asset to account for the present value of the cash flows to be
received over the life of the loans. As a result, the retained interest asset is
an interest earning asset, and the difference between the discounted cash flows
and the actual cash flows received over time will be accreted and included as
interest income in Other Income, net. The loss rates were determined by
researching existing data on losses obtained from credit rating agencies and
analyzed by credit tiers (i.e. FICO ranges) to determine loss rates specific to
credit tiers, as opposed to an averaged rate. The Company then compared these
rates to those of two major national banks to ensure our loss rates are within a
range of what other market participants would estimate. The prepayment speed
projects prepayments on a monthly percentage of the original loan balance. All
assumptions will be monitored over time and may be updated to reflect actual
performance.

5. 	ACCOUNTS RECEIVABLE, PREPAIDS AND OTHER CURRENT ASSETS

Accounts Receivable, Prepaids and Other Current Assets as
of December 31, 2001 and September 30, 2002, was $8.4 million and $16.8 million,
respectively. This balance includes the receivable due to the Company from sales
of mortgage loans on its sale agreement with Greenwich Capital Financial
Products, Inc. ("Greenwich Capital") in the amounts of $3.1 million
and $6.3 million at December 31, 2001 and September 30, 2002, respectively (see
Note 8).

6.	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, 2001 and September 30, 2002,
the Company had net mortgage loans held-for-sale of $159.7 million and $261.1
million, all of which are on accrual basis. All mortgage loans held-for-sale are
pledged as collateral for borrowings at December 31, 2001 and September 30, 2002
(see Note 8).

The inventory of auto loans consists primarily of loans
against new and used automobiles located throughout the United States. As of
December 31, 2001 and September 30, 2002, the Company had loans held-for-sale of
$2.5 and $8.3 million, all of which are on accrual basis. All of the auto loans
held-for-sale were pledged as collateral for borrowings at December 31, 2001 and
September 30, 2002 (see Note 8).

7.	NOTES PAYABLE

On July 12, 2001, the Company sold a $5 million
convertible note to The Charles Schwab Corporation, which was convertible into
shares of its common stock at a conversion price of $1.06 per share and which
was scheduled to mature on January 19, 2003 (see Note 12). The convertible note
bore interest at a rate of 8% per annum and was payable quarterly. On March 14,
2002, the Company elected to redeem the note prior to its maturity date. On
April 12, 2002, The Charles Schwab Corporation exercised its option to convert
the amount due to 4,716,981 shares of common stock, in lieu of repayment.  The
convertible note was converted and no amounts are owing thereunder.

8.	WAREHOUSE AND OTHER LINES PAYABLE

As of September 30, 2002, the Company had a warehouse
line of credit for borrowings of up to $150 million for the interim financing of
mortgage loans with GMAC Bank. The interest rate charged on borrowings against
these funds is variable based on LIBOR plus various percentage rates. Borrowings
are collateralized by the related mortgage loans held-for-sale. At December 31,
2001 and September 30, 2002 approximately $47.8 million and $127.1 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.  In particular, the Company must maintain a minimum
unrestricted cash balance of $12.5 million (excluding Documentary Drafts). The
Company was in compliance with these covenants during the three and nine months
ended and at September 30, 2002. The committed line of credit  expires on March
31, 2003.

As of September 30, 2002, the Company had an agreement to
finance up to $425 million of mortgage loan inventory pending sale of these
loans to the ultimate mortgage loan investors with Greenwich Capital through
November 26, 2002. As of November 27, 2002 and through the expiration date, the
Company will have the ability to finance up to $300 million of mortgage loan
inventory. Of this amount, $150 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. At December 31, 2001 and September 30, 2002 there was $104.9
million and $129.5 million outstanding under this financial commitment. This
agreement includes various financial and non-financial covenants. In particular,
the Company must maintain a minimum cash and cash equivalents balance of $15
million (including Restricted cash, excluding Documentary drafts) and the
highest amount required by any other lender or agreement. The Company was in
compliance with these covenants during the three and nine months ended and at
September 30, 2002. The line expires on March 21, 2003.

In addition, the Company has an uncommitted mortgage loan
purchase and sale agreement with Greenwich Capital. Under the terms of this
agreement, mortgage loans which are subject to a mandatory sell forward
commitment between the Company and an investor, but have not yet been purchased,
may be sold to Greenwich Capital with the accompanying trade assignment.  This
allows the Company to accelerate turnover and provide additional liquidity to
fund additional mortgage loans.  Revenue derived from sales under this agreement
are included as a receivable on the balance sheet (see Note 5). The balance of
loans sold related to these receivables was $126.9 million and $164.4 million as
of December 31, 2001 and September 30, 2002, respectively.

On June 14, 2002, the Company secured a $10 million line of
credit facility with Merrill Lynch Mortgage Capital, Inc. to support the interim
funding of auto loans prior to their sale to the ultimate auto loan purchaser.
The interest rate charged on this line is based on LIBOR plus various percentage
points.  This facility expires on June 14, 2003. At September 30, 2002, $8.2
million was outstanding under this line. This line includes various financial
and non-financial covenants. The Company was in compliance with these covenants
during the three months ended and at September 30, 2002.

9.	REVENUES AND OTHER INCOME, NET

The following table provides the components of revenues
(in thousands):

`Three Months Ended     Nine Months Ended
                                                  September 30,          September 30,
                                                 2001       2002        2001       2002
                                               ---------  ---------   ---------  ---------
Revenues:
   Mortgage.................................. $  10,243  $  16,773   $  26,229  $  41,326
   Interest income on mortgage loans.........     2,523      4,548       8,359      9,766
   Home equity...............................     1,681      3,129       3,273      8,680
   Interest income on home equity loans......       458        705         657      2,219
   Auto......................................     1,720      3,036       9,096      7,576
   Other.....................................       237        246         821        621
                                               ---------  ---------   ---------  ---------
         Total revenues...................... $  16,862  $  28,437   $  48,435  $  70,188
                                               =========  =========   =========  =========`

The following table provides the components of other income,
net (in thousands):

`Three Months Ended     Nine Months Ended
                                                  September 30,          September 30,
                                                 2001       2002        2001       2002
                                               ---------  ---------   ---------  ---------
Interest on short-term  investments.......... $     208  $      52   $     609  $     193
Interest expense on non-warehouse
   facility borrowings.......................      (123)        (1)       (207)      (159)
Equity investment gain/(loss)................         3        --           10        --
Other........................................       --         --           (3)       --
                                               ---------  ---------   ---------  ---------
                                              $      88  $      51   $     409  $      34
                                               =========  =========   =========  =========`

10.	OPERATING EXPENSES

The following table provides the components of operating
expenses (in thousands):

`Three Months Ended     Nine Months Ended
                                                    September 30,          September 30,
                                                 2001       2002        2001       2002
                                               ---------  ---------   ---------  ---------
Compensation and benefits.................... $   7,444  $  11,152   $  21,569  $  29,832
Processing costs.............................     1,189      1,729       4,602      3,175
Advertising and marketing....................     2,880      5,129      10,485     14,283
Professional services........................       686      1,069       2,459      2,452
Occupancy costs..............................       840      1,166       2,603      3,085
Computer and internet........................       276        306         828        813
General and administrative...................     1,213      1,613       3,835      4,319
Interest expense on warehouse borrowings.....     2,110      2,726       7,473      6,034
Amortization of unearned compensation........     1,045        --        2,323        --
Amortization of goodwill and intangible
   assets....................................     8,278        --       28,145        --
Non-cash marketing costs.....................       --         --        5,970        --
                                               ---------  ---------   ---------  ---------
         Total operating expenses............ $  25,961  $  24,890   $  90,292  $  63,993
                                               =========  =========   =========  =========`

The following table provides detail of the operations
component of total operating expenses classified by the following revenue-related
categories (in thousands):

`Three Months Ended       Nine months Ended
                                               September 30,           September 30,
                                              2001        2002        2001        2002
                                           ----------  ----------  ----------  ----------
Mortgage ................................ $    4,907  $    7,822  $   15,172  $   19,638
Interest expense on mortgage loans.......      1,871       2,289       6,860       5,102
Home equity..............................        984       2,333       2,140       5,508
Interest expense on home equity loans....        239         392         612         743
Auto.....................................      2,135       2,430       7,453       6,383
Other....................................         45          17         124          88
                                           ----------  ----------  ----------  ----------
Total operations......................... $   10,181  $   15,283  $   32,361  $   37,462
                                           ==========  ==========  ==========  ==========`

11.	COMMITMENTS AND CONTINGENCIES

Loan Commitments, Hedging Activities and Derivative
Instruments

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 an economic 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 sale 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 TRMS' reporting services, including pipeline,
mark-to-market, commitment and position reporting.

The Company believes that it has implemented a cost-effective
economic hedging program to provide a high level of protection against changes
in the market value of rate-lock commitments. However, an effective strategy is
complex and no hedging strategy can completely insulate the Company against such
changes.

At September 30, 2002, the Company had provided locks to
originate loans amounting to approximately $425.7 million (the "locked
pipeline"). At September 30, 2002, the Company had entered into non-mandatory
forward loan sale agreements amounting to approximately $321.2 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.

At September 30, 2002, the Company had entered into mandatory
sell forward commitments amounting to approximately $121.6 million. The Company
adjusts the amount of mandatory sell forward commitments held to offset changes
in the locked pipeline and changes in the market value of unsold loans. At
September 30, 2002, the Company had entered into $113.1 million of commitments
with third party investors to deliver loans related to funded loans held for
sale.

12.	RELATED PARTY TRANSACTIONS

Agreements With The Charles Schwab Corporation

Common Stock Purchase

On April 25, 2000, the Company sold 2,666,666 shares of
its common stock to The Charles Schwab Corporation (Schwab) at a purchase price
of $3.75 per share.  The sale was part of a $40 million private placement sale
of the Company's common stock.  Following the purchase of shares, Schwab
beneficially owned approximately 5% of the Company's outstanding shares of
common stock.

Marketing Agreement

On April 25, 2000, the Company entered into a four-year
Marketing Agreement with Schwab to become the exclusive provider of mortgage
loans to the Schwab customer base through a co-branded website at
http://schwab.eloan.com. In consideration, the
Company agreed to pay Schwab cash marketing fee payments and to issue to Schwab
warrants to purchase shares of its common stock.  As part of the Marketing
Agreement, Daniel O. Leemon, a member of Schwab's management committee, was
nominated to the Company's board of directors, and served from July 2000 until
his resignation on October 11, 2002. On October 21, 2002, we formally notified
Schwab of our intention to terminate the Marketing Agreement.  The Marketing
Agreement is being terminated effective November 11, 2002 because the loan
business that is generated through the co-branded website is weighted heavily
toward refinance loans which does not fit within our plan of continuing to
diversify our revenue components by increasing the percentage of loans made for
the purchase of houses, equity lines of credit and auto loans.  In addition,
Schwab is in the process of obtaining its own bank charter and has indicated
that, upon completion of that process, it would like to originate loans in its
own name, which we consider to be outside of our strategic focus.

The Company recorded revenue earned from the sale of loans
attributable to the marketing agreement of $373,000, $5,435,000 and $5,018,000
for the twelve months ended December 31, 2000 and 2001 and the nine months ended
September 30, 2002, respectively. The volume of loans sold associated with the
above revenue was $40.9 million, $305.3 million and $253.2 million for the
twelve months ended December 31, 2000 and 2001 and the nine months ended
September 30, 2002, respectively.

Cash Marketing Costs

The original agreement stipulated that Schwab would
receive cash marketing fees in the amount of $929,000, $3,547,000, $11,100,000
and $13,284,000 for each of the four years of the agreement, respectively. The
escalating payments correlated to the anticipated future benefit from the
marketing agreement as of April 2000.  Through an amendment to the agreement,
the Company obtained a unilateral right to cancel the agreement on or before
June 30, 2001, which if exercised, no marketing fees would be owed for years 2
through 4 of the agreement. Also as an amendment to the agreement, the first
year payment of $929,000 was reduced to $779,000. Based on the Company's ability
to cancel, the first year's cash marketing fee payment of $779,000 was amortized
ratably over the first year of the agreement.

Through a series of subsequent amendments, the marketing fees
payable to Schwab were reduced to better match the then anticipated future
benefit from the marketing agreement. The Company recorded cash marketing costs
of $465,000, $1,100,000 and $918,000 for the twelve months ended December 31,
2000 and 2001 and the nine months ended September 30, 2002, respectively. On May
30, 2002 the Company and Schwab mutually amended the agreement to change the
total cash marketing costs owing for the third and fourth years of the agreement
to an aggregate of $1,061,160 payable in equal monthly installments of $44,215.
In addition, the amendment allows either party to cancel the agreement at any
time with thirty days notice.  In October 2002, the Company elected to terminate
the Marketing Agreement effective in November 2002.

In addition to marketing fees paid to Schwab, the Company
incurs other advertising expense directed toward the Schwab customer base known
as co-op marketing costs.  The co-op marketing costs cover such items as direct
mail pieces sent to Schwab customers.  There is no minimum co-op marketing
expense required under the agreement.  The co-op marketing costs are a pass
through of expenses and do not represent revenue for Schwab. The Company
recorded co-op marketing costs of $195,000, $475,000 and $91,000 for the twelve
months ended December 31, 2000 and 2001 and the nine months ended September 30,
2002, respectively.

Non-cash Marketing Costs

In addition to the cash compensation under the Marketing
Agreement, the Company issued two warrants to purchase 13.1 million shares of
common stock to Schwab.  The first warrant to purchase 6,500,000 shares of
common stock at an exercise price of $3.75, has a three year term and expires on
April 25, 2003.  Half of the 6,500,000 shares under the warrant are exercisable
following the one year anniversary of the date of grant, and all of the shares
are exercisable following the two year anniversary, if immediately prior to
exercise the Company's stock has traded at $5.75 for five consecutive days.
Once exercised, the shares are subject to a one-year holding period before they
are saleable.  The second warrant to purchase 6,600,000 shares of common stock
at an exercise price of $15.00, had a three and a quarter year term and an
expiration date of July 25, 2003.  The second warrant does not contain the same
restrictions included in the first warrant, and may be exercised by Schwab at
any time.  The warrants, like those issued by the Company previously to other
parties, contain a net exercise provision which allows Schwab to pay for the
warrant shares without delivering any cash to the Company.  Instead, Schwab
would pay for the shares by relinquishing some of the shares that Schwab would
have acquired had Schwab paid cash for the shares.  Both warrants may only be
transferred to a third party by Schwab, following delivery of notice to the
Company, and only in accordance with an exemption from registration under the
Securities Act of 1933, as amended.  The termination of the Marketing Agreement
in November 2002, will have no impact on the terms of exercisability of the
warrants.  The average of the high and low price of the Company's common stock
as reported by the Nasdaq National Market on April 24, 2000 (prior to date of
issuance), and April 25, 2000 (the date of issuance of the warrants and the
public announcement of the agreement) was $4.16 and $7.60 per share,
respectively.  Following the issuance of the warrants on April 25, 2000 (and
shares acquired in the private placement), Schwab beneficially owned
approximately 16% of the Company's outstanding shares of common stock.
Beneficial ownership includes shares directly held and those issuable under
warrants that are exercisable within sixty days of April 25, 2000, regardless of
whether the warrants exercise price is less than the market price.

The total valuation of both of these warrants was determined
to be $12,460,000.  The first warrant was valued using the Black-Scholes option
pricing model with the following assumptions: risk-free interest rate of 6.0%,
term of three years and volatility of 80%.  The second warrant was also
valued using the Black-Scholes option pricing model with the following
assumptions: risk-free interest rate of 6.0%, term of three and 1/4 years and
volatility of 70%.  The difference between the total valuation of the warrants
and the Black-Scholes option pricing model output is primarily attributable to
discounts relating to both the dilution impact from the potential issuance of
the shares of common stock underlying the warrants and the restrictions upon the
exercise of the first warrant and the ability to sell the shares issuable upon
exercise of that warrant.  The total valuation was recorded as a contra-equity
item called marketing services receivable and was expensed over a one-year term,
consistent with the treatment of the first year cash payment due to the
unilateral cancellation right.

The Company recorded $6.5 million and $6.0 million in non-cash
marketing costs in the years ended December 31, 2000 and 2001,
respectively, related to the issuance of these warrants.  As of December 31,
2001, the warrants were fully amortized.

Convertible Debt

On July 12, 2001, the Company sold a $5 million
convertible note to The Charles Schwab Corporation, which was convertible into
shares of its common stock at a conversion price of $1.06 per share and which
was scheduled to mature on January 19, 2003. The Company issued the note for
general corporate purposes and in order to obtain adequate excess cash reserves
above its minimum cash covenant requirements under its warehouse lines of
credit. As the convertible feature was issuable in the Company's stock, no value
was ascribed to the convertible feature of the note at the time it was issued
(in accordance with APB 14 and SFAS 133). The convertible note bore interest at
a rate of 8% per annum and was payable quarterly. Schwab beneficially owned
approximately 19% of the Company's outstanding shares at the time the note was
issued on July 12, 2001 (after giving effect to the warrant exchange described
below).  Beneficial ownership includes shares directly held and those issuable
under warrants that are exercisable within sixty days of July 12, 2001,
regardless of whether the warrants exercise price is less than the market price.
Schwab received a total of $183,000 and $113,000 in interest payments on this
note for the year ended December 31, 2001 and the nine months ended September
30, 2002, respectively.

On March 14, 2002, the Company elected to redeem the
convertible note prior to its maturity date. The Company elected to redeem the
note because the borrowings were no longer necessary to obtain adequate excess
cash reserves above its minimum cash covenant requirements under its warehouse
lines of credit.  Under the terms of the note, the Company notified Schwab of
its intent to redeem the note on April 15, 2002 by payment of $5,250,000 (105%
of the unpaid principal as of the date of redemption).  The average of the high
and low price of the Company's common stock as reported by the Nasdaq National
Market on April 15, 2002 was $1.92 per share. On April 12, 2002, The Charles
Schwab Corporation exercised its option to convert the amount due under the note
into 4,716,981 shares of the Company's common stock, in lieu of repayment, and
therefore the note was converted, rather than redeemed.

Warrant Exchange

On July 12, 2001, the Company issued a $5.0 million
convertible note to Schwab, convertible into shares of the Company's common
stock at a conversion price of $1.06 per share. In addition, for no additional
cost to Schwab, as a condition to Schwab's willingness to purchase the
convertible note and in order to maintain a fully diluted percent ownership in
the Company equal to less than 25% so that its investment in the Company would
not be governed by the Bank Holding Act of 1956, on July 12, 2001 Schwab
surrendered its warrant to purchase 6,600,000 shares of common stock at an
exercise price of $15.00 ("surrendered warrant") and the Company issued Schwab a
new warrant to purchase 1,389,000 shares of common stock at an exercise price of
$5.00 and with an expiration date of July 25, 2003 ("exchange warrant").  At the
time of the exchange, the Company determined the value of the surrendered
warrant and the exchange warrant to each be approximately $240,000.  The
surrendered warrant was valued using the Black-Scholes option pricing model with
the following assumptions: risk-free interest rate of 3.95%, remaining term of 2
years and volatility of 98%.   The exchange warrant was also valued using
the Black-Scholes option pricing model with the following assumptions: risk-free
interest rate of 3.95%, remaining term of 2 years and volatility of 98%. 
The difference between the valuation of each warrant and its respective Black-
Scholes option pricing model output is primarily attributable to discounts which
were applied to reflect liquidity and dilution.  A liquidity discount was
applied to both warrants to estimate the discount to market that would be
required for the holder to try and recognize the value through open market
sales.  A second discount was applied to the surrendered warrant to reflect the
dilution impact from the potential issuance of the shares of common stock
underlying the warrant.  This dilution discount was not applied to the exchange
warrant because of the smaller number of shares it represented.  In valuing
the surrendered warrant as part of the warrant exchange, we updated assumptions
that change over time (e.g. risk-free interest rate, volatility, remaining term
of set expiration date) from those used in its original valuation in April 2000.
As each warrant was determined to be of approximate equal value, no additional
value was recorded at the time of exchange.  The Company will incur additional
costs related to legal, accounting and filing fees to register the shares
underlying the exchange warrant.  The Company derived a benefit in the warrant
exchange, since the exchange enabled Schwab to participate in the convertible
note issuance.  As a result of the exchange, Schwab reduced the number of shares
it was entitled to purchase, but increased the likelihood that at some point in
the future the exercise price would be less than the market price of the
Company's common stock.  The exchange warrant may be exercised by Schwab at any
time. The termination of the Marketing Agreement in November 2002, will have no
impact on the terms of exercisability of the warrants. The exchange warrant like
the surrendered warrant contains a net exercise provision.  The exchange warrant
may only be transferred to a third party by Schwab following delivery of notice
to the Company, and only in accordance with an exemption from registration under
the Securities Act of 1933, as amended. The average of the high and low price of
the Company's common stock as reported by the Nasdaq National Market on July 12,
2001 (the date of issuance of the exchange warrant) was $1.02 per share.



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

The Company is an online lender whose revenues are
derived primarily from the gain on sale and fees earned from mortgage, home
equity and auto loans that it underwrites, funds and sells on the secondary
market, or in the case of prime auto loans that it sells to a qualified special
purpose entity.

Mortgage Revenues

The Company's mortgage revenues are derived from the
origination and sale of self-funded loans and, to a minor extent (less than one
percent), from the brokering of loans. Brokered loans are funded through lending
partners and the Company never takes title to the mortgage. Brokerage revenues
are comprised of the mark-up to the lending partner's loan price and processing
fees. These revenues are recognized at the time a loan is closed. In October
1998, the Company began funding its mortgage loans using warehouse lines of
credit. Self-funded loans are funded through the Company's own warehouse lines
of credit and sold to mortgage loan purchasers typically within thirty days.
Self-funded loan revenues consist of proceeds in excess of the carrying value of
the loan, origination fees less certain direct origination costs and other
processing fees. These revenues are recognized at the time the loan is sold. The
Company earns additional revenue from its self-funded loans as compared to
brokered loans because the sale of loans includes a service release premium.
Self-funded loans generated 99% of mortgage revenues in the three months ended
September 30, 2002.

Interest Income on Mortgage and Home Equity Loans

The Company generates revenues from interest income on
self-funded mortgage and home equity loans.  The revenues realized are based on
the loan amount multiplied by the contractual interest rate from the time of
funding by the Company through time of sale.  These revenues are recognized as
earned during the period from funding to sale.

Home Equity Revenues

In the fourth quarter of 2000, the Company began self-funding
home equity loans and selling them to home equity loan purchasers. The Company's
home equity revenues are derived from the origination and sale of self-funded
loans. Self-funded loans are funded through the Company's own warehouse lines of
credit and sold to home equity loan purchasers typically within thirty days.
Self-funded loan revenues consist of proceeds in excess of the carrying value of
the loan, origination fees less certain direct origination costs and other
processing fees. These revenues are recognized at the time the loan is sold.
Self-funded loans generated 98% of home equity revenues in the three months
ended September 30, 2002.

Auto Revenues

The Company's auto revenues on sub-prime loans 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 lending
partner's loan price or a set origination fee. These revenues are recognized at
the time a loan is closed. Self-funded loans are funded through an auto line of
credit and sold to auto loan purchasers typically within ten business days. In
April 2001, the Company began funding its auto loans prior to sale with
borrowings against an auto line of credit. Self-funded loan revenues consist 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 sold.

In July 2002, the Company began selling self-funded prime
auto loans to a qualified special purpose entity (see "Critical Accounting
Policies").  Revenues from these sales consist of the discounted cash flows
net of interest, servicing fees and credit losses. Revenues on prime auto loan
sales are recognized when the loan is sold to the qualified special purpose
entity.

Self-funded loans generated 89% of auto revenues in the three
months ended September 30, 2002.

Other Revenues

The Company generates revenues from referral fees paid by
various partners in exchange for consumer loan referrals generated by
advertising such partners' products on the Company's website.  The current
consumer loan referral programs offered include credit cards, unsecured personal
loans and education loans.  Other revenues generated approximately 1% of total
revenue in the three months ended September 30, 2002.

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         Nine Months Ended
                                                              September 30,               September 30,
                                                            2001         2002          2001         2002
                                                         -----------  -----------   -----------  -----------
Revenues ..............................................         100%         100%          100%         100%

Operating expenses:
    Operations.........................................          60%          54%           67%          53%
    Sales and marketing................................          21%          23%           26%          25%
    Technology.........................................           9%           5%           10%           6%
    General and administrative.........................           8%           5%            9%           7%
    Amortization of non-cash marketing costs...........         --           --             12%         --
    Amortization of unearned compensation..............           6%         --              5%         --
    Amortization of goodwill and intangible assets.....          50%         --             57%         --
                                                         -----------  -----------   -----------  -----------
           Total operating expenses....................         154%          87%          186%          91%
                                                         -----------  -----------   -----------  -----------
Income (loss) from  operations.........................         -54%          13%          -86%           9%
Other income, net......................................           1%         --            --           --
                                                         -----------  -----------   -----------  -----------
Income (loss) before taxes.............................         -53%          13%          -86%           9%
Income taxes...........................................         --            -2%          --            -1%
                                                         -----------  -----------   -----------  -----------
Net income (loss)......................................         -53%          11%          -86%           8%
                                                         ===========  ===========   ===========  ===========`

Revenues

The following table provides the components of revenue
shown as a percentage of total revenues:

`Three Months Ended     Nine Months Ended
                                                   September 30,          September 30,
                                                 2001       2002        2001       2002
                                               ---------  ---------   ---------  ---------
Revenues:
   Mortgage..................................        61 %       59 %        54 %       59 %
   Interest income on mortgage loans.........        15 %       16 %        17 %       14 %
   Home equity...............................        10 %       11 %         7 %       12 %
   Interest income on home equity loans......         3 %        2 %         1 %        3 %
   Auto......................................        10 %       11 %        19 %       11 %
   Other.....................................         1 %        1 %         2 %        1 %
                                               ---------  ---------   ---------  ---------
         Total revenues......................       100 %      100 %       100 %      100 %
                                               =========  =========   =========  =========`

Revenues increased $11.5 million to $28.4 million for the
three months ended September 30, 2002 from $16.9 million for the three months
ended September 30, 2001. Revenues increased $21.8 million to $70.2 million for
the nine months ended September 30, 2002 from $48.4 million for the nine months
ended September 30, 2001. A significant portion of these increases resulted from
growth in the dollar volume of mortgage and home equity loans closed and sold,
as well as an increase in the average revenue per loan. Mortgage revenues
increased from $10.2 million for the three months ended September 30, 2001 to
$16.8 million for the three months ended September 30, 2002 and increased from
$26.2 million for the nine months ended September 30, 2001 to $41.3 million for
the nine months ended September 30, 2002.  Refinance mortgage accounted for 81%
of mortgage closed loan volume in the three months ended September 30, 2002 as
compared to 78% in the three months ended September 30, 2001. Refinance mortgage
accounted for 81% of mortgage closed loan volume in the nine months ended
September 30, 2002 as compared to 82% in the nine months ended September 30,
2001.  The Company expects mortgage revenues to remain constant in the short
term, partially as a result of the increase in refinance activity, then slightly
decreasing into the first half of 2003, and declining more significantly in the
second half of 2003. Home equity revenues increased from $1.7 million for the
three months ended September 30, 2001 to $3.1 million for the three months ended
September 30, 2002 and increased from $3.3 million for the nine months ended
September 30, 2001 to $8.7 million for the nine months ended September 30, 2002.
The Company also expects that home equity revenues will consistently grow on a
quarterly basis into 2003 as volumes increase. Auto revenues increased from $1.7
million for the three months ended September 30, 2001 to $3.0 million for the
three months ended September 30, 2002 and decreased from $9.1 million for the
nine months ended September 30, 2001 to $7.6 million for the nine months ended
September 30, 2002.  The decline over the nine months is largely attributed to
strong competition from the auto manufacturers in the form of widely available
incentive financing rates, such as 0% interest rate specials.  The Company
lowered interest rates on auto loans starting in the second quarter of 2001, to
try and remain competitive.  However, since the Company cannot compete with 0%
interest rate specials, the Company experienced a significant decline in volume
of auto loans funded from the nine months ended September 30, 2001 to the nine
months ended September 30, 2002. We expect auto revenues to increase
consistently into 2003.

The following table summarizes dollar volume of loans closed and sold and the
revenue in both dollars and average basis points ("BPS") (dollars in
thousands except BPS):

`Three Months Ended      Nine Months Ended
                                               September 30,           September 30,
                                              2001        2002        2001        2002
                                           ----------  ----------  ----------  ----------
Mortgage
$ Volume                                  $  702,324  $  944,538  $1,955,004  $2,627,833
Revenue                                   $   10,243  $   16,773  $   26,229  $   41,326
BPS                                              146         178         134         157

Home Equity
$ Volume                                  $   87,439  $  123,879  $  181,998  $  345,652
Revenue                                   $    1,681  $    3,129  $    3,273  $    8,680
BPS                                              192         253         180         251

Auto
$ Volume                                  $  117,295  $  169,305  $  551,695  $  460,502
Revenue                                   $    1,720  $    3,036  $    9,096  $    7,576
BPS                                              147         179         165         165`

The following table illustrates the percentages of the
Company's mortgage closed loan volume from purchase and refinance loans as
compared to the total market (according to Mortgage Bankers Association of
America) through September 30, 2002. The Mortgage Bankers Association of America
data for the third quarter of 2002 below represents their estimate as of October
23, 2002:



|E-LOAN
   Purchase
   Refinance       | 1999
32%
68% | 2000
61%
39% | 2001
16%
84% | Q1 02
15%
85% | Q2 02
25%
75% | Q3 02
19%
 81%
|------------------------------------- | ------------ | ------------ | ------------ | ------------- | ------------- | --------------
|Total Market
   Purchase
   Refinance | 1999
66%
34% | 2000
81%
19% | 2001
41%
59% | Q1 02
40%
60% | Q2 02
57%
43% | Q3 02
40%
60% 

Operating Expenses

Total Operating 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 under the warehouse and line of credit facilities used to fund mortgage,
home equity and auto loans held-for-sale.

The following table provides detail of the Company's
operations expenses classified by the following revenue-related categories
(dollars in thousands):

`Three Months Ended      Nine months Ended
                                                September 30,           September 30,
                                              2001        2002        2001        2002
                                           ----------  ----------  ----------  ----------
Mortgage ................................ $    4,907  $    7,822  $   15,172  $   19,638
Interest expense on mortgage loans.......      1,871       2,289       6,860       5,102
Home equity..............................        984       2,333       2,140       5,508
Interest expense on home equity loans....        239         392         612         743
Auto.....................................      2,135       2,430       7,453       6,383
Other....................................         45          17         124          88
                                           ----------  ----------  ----------  ----------
Total operations......................... $   10,181  $   15,283  $   32,361  $   37,462
                                           ==========  ==========  ==========  ==========`

Operations expense increased $5.2 million to $15.3 million
for the three months ended September 30, 2002 from $10.2 million for the three
months ended September 30, 2001.  Operations expense decreased as a percentage
of revenue from 60% to 54% for the three months ended September 30, 2001 and
2002, respectively.  The increase in absolute dollars is primarily due to an
increase in mortgage and home equity operations expenses related to higher loan
volumes. In the near term, operations expenses as a percentage of revenues are
expected to moderately decrease while mortgage volume remains high from
refinance activity, and then return to third quarter 2002 levels by the second
half of 2003 as the volume shifts away from mortgage refinance products.

Direct Margin. Direct margin is defined as
revenue minus operations expense, which includes variable and fixed
expenses.

The following table provides detail of the Company's direct
margin classified by the following revenue-related categories (dollars in
thousands):

`Three Months Ended      Nine months Ended
                                                September 30,           September 30,
                                              2001        2002        2001        2002
                                           ----------  ----------  ----------  ----------
Mortgage................................. $    5,336  $    8,951  $   11,057  $   21,687
Mortgage interest margin.................        652       2,253       1,499       4,658
Home equity..............................        697         796       1,133       3,172
Home equity interest margin..............        219         313          45       1,476
Auto.....................................       (415)        612       1,643       1,199
Other....................................        192         229         697         534
                                           ----------  ----------  ----------  ----------
Total direct margin...................... $    6,681  $   13,154  $   16,074  $   32,726
                                           ==========  ==========  ==========  ==========`

Direct margin increased $6.5 million to $13.2 million for the
three months ended September 30, 2002 from $6.7 million for the three months
ended September 30, 2001.  The growth in direct margin is due largely to the
contribution from mortgage and home equity volume and strong revenue per loan
coupled with technology and process improvements.  Additionally, the increase in
direct margin is due to the significant positive spread of interest income over
interest expense.  For the nine months ended September 30, 2002, auto direct
margin decreased compared to the nine months ended September 30, 2001, as loan
volume declined due to the industry's broad use of low interest rate financing
incentives, which began in the second quarter of 2001. The Company was unable to
lower interest rates on auto loans to a competitive level in the heavy interest
rate incentive environment and therefore sustained sharp decreases in overall
volume and the resulting revenue from that volume. The decline in auto loan
volume and revenue was greater than the Company's ability to lower related auto
operations expenses and resulted in negative direct margins in the third quarter
of 2001. Auto direct margins recently returned to positive levels, and we expect
these margins to further improve when the use of these incentives returns to
normal levels.

Sales and Marketing. Sales and marketing
expense is primarily comprised of expenses (excluding non-cash marketing costs)
related to advertising, promotion and marketing agreements and employee
compensation and other expenses related to personnel. Sales and marketing
expense increased $2.9 million to $6.5 million for the three months ended
September 30, 2002 from $3.6 million for the three months ended September 30,
2001.  Sales and marketing expense increased moderately as a percentage of
revenue from 21% to 23% for the three months ended September 30, 2001 and 2002,
respectively.  Sales and marketing expenses are expected to be approximately 25%
of total revenues in upcoming quarters.

Technology. Technology expense includes
employee compensation, the introduction of new technologies and the support of
the Company's existing technological infrastructure. Technology expense
decreased $0.1 million to $1.4 million for the three months ended September 30,
2002 from $1.5 million for the three months ended September 30, 2001.
Technology expense decreased as a percentage of revenue from 9% to 5% for the
three months ended September 30, 2001 and 2002, respectively. Technology
expenses are expected to be approximately 6% of total revenues in the upcoming
quarters.

General and Administrative. General and
administrative expense is primarily comprised of employee compensation and
professional services. General and administrative expense increased $0.3 million
to $1.7 million for the three months ended September 30, 2002 from $1.4 million
for the three months ended September 30, 2001.  General and administrative
expense decreased as a percentage of revenue from 8% to 5% for the three months
ended September 30, 2001 and 2002, respectively.  General and administrative
expenses are expected to be approximately 7% of total revenues in the upcoming
quarters.

Amortization of Non-Cash Marketing Costs.  On April
25, 2000, the Company issued two warrants to purchase up to 13.1 million shares
of common stock to The Charles Schwab Corporation pursuant to a marketing
agreement with Schwab.  The total valuation of both of these warrants was
determined to be $12.5 million.  The assumptions used to value the warrants are
detailed in Note 11 to the Financial Statements.  The amount was recorded as a
contra-equity item called marketing services receivable and was expensed over a
one-year term based on the Company's unilateral cancellation right on or before
the end of the agreement's first year. The marketing receivable concluded
amortization on June 30, 2001 (see Note 11 to the financial statements).

Amortization of Unearned Compensation.  Certain
stock options granted in the years ended December 31, 1998 and 1999 were
considered to be compensatory. Additionally, an issuance of Series D preferred
stock to Harold "Pete" Bonnikson, Senior Vice President of Mortgage
Operations, in 1999 was considered to be compensatory.  Management accelerated
the vesting of compensatory options in the fourth quarter of 2001 resulting in
the full amortization of unearned compensation in 2001.

Amortization of Goodwill.  Amortization of
goodwill was a result of the acquisition of Electronic Vehicle Remarketing, Inc.
("CarFinance.com") in September of 1999.  Goodwill was fully amortized
in 2001.

Other Income, net.  Other income, net, remained
constant at $0.1 million for the three months ended September 30, 2001 and 2002,
and decreased $0.4 million from $0.4 million for the nine months ended September
30, 2001 to $0 million for the nine months ended September 30, 2002.  The
decrease over the nine-month period is primarily attributable to the decrease of
interest income on investments.

Critical Accounting Policies

The consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the U.S., which
require the Company to make estimates and assumptions (see Note 2 to the
financial statements). The Company believes that of its significant accounting
policies (see Note 3 to the financial statements), the following may involve a
higher degree of judgment and complexity.

Sale of auto loans to qualified special purpose
entity. On June 17, 2002, the Company entered into an arrangement to sell
auto loan receivables to a qualified special purpose entity (QSPE), E-Loan Auto
Fund One, LLC ("E-Loan Auto"). These transactions involve the Company
surrendering control over these assets to assure that the sold assets have been
isolated from the Company and its creditors. As E-Loan Auto has met the
appropriate tests to be considered a QSPE the assets and liabilities of E-Loan
Auto are appropriately not consolidated in financial statements of the Company.
E-Loan Auto has obtained a secured borrowing facility from Merrill Lynch Bank
USA to finance all purchases of loans from the Company. The Company recognizes a
gain on the sale of auto loan receivables to E-Loan Auto in the period in which
the sale occurs, which represents the difference between the sale proceeds to
the Company and the Company's net carrying value of the receivables. Included in
the proceeds received by the Company from the sale of loans is a beneficial
interest related to loans owned by the QSPE, which is reflected on the Company's
balance sheet as a retained interest asset. These retained interest assets are
recorded on the balance sheet at fair value as trading assets, and will be
marked to market at each subsequent reporting period.  In order to determine the
fair value management estimates future excess cash flows to be received by the
Company over the life of the loans. The Company makes various assumptions in
order to determine the fair value of the estimated future excess cash flows to
be generated by the auto loans sold to the QSPE. The most significant
assumptions are the cumulative credit losses to be incurred on the pool of auto
loan receivables sold, prepayment rates of the auto loans and the rate at which
the estimated future excess cash flows are discounted. The assumptions used
represent the Company's best estimates, and the use of different assumptions
could produce different financial results. The Company will continue to monitor
and may update its assumptions over time.

Loans held-for-sale. Loans held-for-sale are recorded
at the lower of cost or aggregate market value. Cost generally consists of loan
principal balance adjusted for net deferred fees and costs. No valuation
adjustment was required at December 31, 2001 or September 30, 2002.

Capitalized Software.  In 1999, the Company adopted
SOP 98-1,Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use, which requires that the Company expense computer software
costs as they are incurred in the preliminary project stage. 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. As of September 30, 2002, the Company had capitalized
approximately $4.2 million in internally developed software costs of which $2.0
million had been amortized.

Derivative Instruments. On January
1, 2001, the Company adopted Statement of Financial Accounting Standards No.
133, "Accounting for Derivative and Hedging Activities" ("SFAS
133"), as subsequently amended by Statement of Financial Accounting No.
138.  In accounting for its derivative financial instruments, SFAS 133 requires
an entity to recognize all derivative assets or liabilities in the statement of
financial condition and measure those instruments at fair value.  The accounting
for changes in fair value of the derivative depends on the intended use of the
derivative and the resulting designation.  An entity that elects to apply hedge
accounting is required to establish at the inception of the hedge, the method it
will use in assessing the effectiveness of the hedging derivative and the
measurement approach for determining the ineffectiveness of the hedge.  These
methods must be consistent with the entity's approach to managing risk.  A
transition adjustment was recognized in the first quarter of 2001 as a
cumulative effect of a change in accounting principle.  The transition
adjustment was a $0.2 million gain, which was recorded as a component of
mortgage revenue.

The Company is a party to rate lock commitments to fund loans
at interest rates previously agreed (locked) by both the Company and the
borrower for specified periods of time. When the borrower locks their interest
rate, the Company extends a put option to the borrower, whereby the borrower is
not obligated to enter into the loan agreement, but the Company must honor the
interest rate for the specified time period.  Under SFAS 133 interest rate locks
are derivatives.  The Company is exposed to interest rate risk during the
accumulation of interest rate lock commitments and loans prior to sale. The
Company utilizes either a best efforts sell forward commitment or a mandatory
sell forward commitment to economically hedge the changes in fair value of the
loan due to changes in market interest rates.  Both best efforts and mandatory
sell forward commitments are derivatives under SFAS 133.  Throughout the lock
period the changes in the market value of interest rate lock commitments, best
efforts and mandatory sell forward commitments are recorded as unrealized gains
and losses and are included in the statement of operations. These gains and
losses are substantially off-setting. Once the loan is funded the Company hedges
changes in the fair value of the loan, if not previously hedged at time of lock
through use of a best efforts sell forward agreement, by entering into a forward
delivery commitment at a specified price.

The Company's management has made complex judgments in their
application of SFAS 133.  The judgments include the identification of hedging
instruments, hedged items, nature of the risk being hedged, and how the hedging
instrument's effectiveness will be assessed.  The Company designates forward
delivery commitments, where the company intends to deliver the underlying loan
into the commitment, as a fair value SFAS 133 hedge at the commitment date.   In
addition, the Company designates all non-mandatory forward sale agreements as
fair value SFAS 133 hedges for underlying loans at funding date.  The Company
does not designate mandatory sell forward agreements as SFAS 133 hedges but does
utilize them to economically hedge the changes in fair value of rate lock
commitments with borrowers for which a non-mandatory forward sale agreement has
not been obtained.  The Company did not have a material gain or loss
representing the amount of hedge ineffectiveness related to non-mandatory
forward sale agreements or delivery commitments during the three months ended
September 30, 2002.

Liquidity and Capital Resources

The Company'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 debt and equity securities in both private and
public transactions. The Company'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 $16.1 million and
$103.7 million for the nine months ended September 30, 2001 and 2002,
respectively.  Net cash used in operating activities during the nine months
ended September 30, 2001 was primarily due to the net loss, off-set by goodwill
and non-cash marketing costs, and cash used by an increase in loans held-for-sale.
Net cash used by operating activities during the nine months ended
September 30, 2002, was primarily due to the cash used from the increase in
loans held-for-sale and other assets, off-set by cash provided from net income.
The increase in loans held-for-sale as of September 30, 2002 is due to the
amount of loan fundings for the nine-month period exceeding the amount of loans
sold.  A funded loan remains held-for-sale until it is sold.  As the Company
recognizes revenue on the sale of loans, rather than the funding of loans, the
growth in loans held-for-sale had a negative impact on revenues for the nine-months
ended September 30, 2002.

Net cash used in investing activities was $1.4 million and
$2.7 million for the nine months ended September 30, 2001 and 2002,
respectively.  Net cash used in investing activities was primarily for the
purchase of software, furniture, equipment and leasehold improvements.

Net cash provided by financing activities was $16.3
million and $106.5 million for the nine months ended September 30, 2001 and
2002, respectively.  Net cash provided by financing activities during the nine
months ended September 30, 2001 and 2002 was primarily from net proceeds from
borrowings under the Company's warehouse lines of credit and other credit
facilities. This corresponds with the changes in loans held-for-sale described
in operating activities above.
The ongoing funding of loans is facilitated through the use of warehouse and
other lines of credit.  Each of these facilities requires significant cash
balances to satisfy debt covenants.  The convertible debt raised from The
Charles Schwab Corporation in July 2001 reflects the Company's cash management
position of maintaining cash reserves well in excess of those required by its
warehouse facilities.  From a long-term standpoint, access to committed
warehouse facilities is critical in maintaining funding liquidity in order to
operate the Company's business model.

The Company has a warehouse line of credit for
borrowings of up to $150 million for the interim financing of mortgage loans
with GMAC Bank. The interest rate charged on borrowings against these funds is
variable based on LIBOR plus various percentage rates. Borrowings are
collateralized by the related mortgage loans held-for-sale. The committed line
of credit expires on March 31, 2003. Upon expiration, management believes it
will either renew its existing line or obtain sufficient additional lines. This
line of credit agreement generally requires the Company to comply with various
financial and non-financial covenants. In particular, the Company must maintain
a minimum unrestricted cash balance of $12.5 million (excluding Documentary
Drafts) in addition to the requirement that the Company 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. The Company was in compliance with all covenants for
this agreement during the three and nine months ended and at September 30,
2002.

The Company has an agreement to finance up to $425 million of
mortgage loan inventory pending sale of these loans to the ultimate mortgage
loan investors with Greenwich Capital through November 26, 2002. As of November
27, 2002 and through the expiration date, the Company will have the ability to
finance up to $300 million of mortgage loan inventory. Of this amount, $150
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
requires the restriction of $2.5 million in cash as additional collateral.  The
line expires March 21, 2003. Upon expiration, management believes it will either
renew its existing line or obtain sufficient additional lines. 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 $15 million (including Restricted Cash, excluding Documentary Drafts) or the
highest amount required by any other lender or agreement. 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.  The Company was
in compliance with all debt covenants for this agreement during the three and
nine months ended and at September 30, 2002. In addition, the Company has an
uncommitted mortgage loan purchase and sale agreement with Greenwich Capital.
Under the terms of this agreement, mortgage loans which are subject to a
mandatory sell forward commitment between the Company and an investor, but have
not yet been purchased, may be sold to Greenwich Capital with the accompanying
trade assignment.  This allows the Company to accelerate turnover and provide
additional liquidity to fund additional mortgage loans.  Revenues derived from
sales under this agreement are included as a receivable on the Company's balance
sheet.

On July 12, 2001 the Company issued a $5.0 million
convertible note to The Charles Schwab Corporation, which was convertible into
shares of its common stock at a conversion price of $1.06 per share and which
was scheduled to mature on January 19, 2003. The convertible note bore interest
at a rate of 8% per annum and was payable quarterly.  On March 14, 2002, the
Company elected to redeem the note prior to its maturity date.  On April 12,
2002, The Charles Schwab Corporation exercised its option to convert the amount
due to 4,716,981 shares of common stock, in lieu of repayment.

On June 14, 2002, the Company secured a $10 million line of
credit facility with Merrill Lynch Mortgage Capital, Inc. to support the interim
funding of auto loans prior to the sale to the ultimate auto loan purchaser. The
interest rate charged on this line is based on LIBOR plus various percentage
points. This facility expires on June 14, 2003. Upon expiration, management
believes it will either renew its existing line or obtain sufficient additional
lines.  The Company was in compliance with all debt covenants for this agreement
during the three months ended and at September 30, 2002.

The Company believes that its existing cash and cash
equivalents as of September 30, 2002 will be sufficient to fund its operating
activities, capital expenditures and other obligations for the next twelve
months.  However, if during that period or thereafter the Company is not
successful in generating sufficient cash flow from operations, or in raising
additional funds when required in sufficient amounts and on terms acceptable to
the Company, it could have a material adverse effect on the Company's business,
results of operations and financial condition. If additional funds are raised
through  the issuance of equity securities, the percentage ownership of its
then-current stockholders would be reduced.

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 its revenue diversification among its three primary products, the
relative importance of streamlining its operations processes and related costs
and growth in the consumer adoption of online lending, 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 contained 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 access additional debt or equity
financing in the future, secure replacement lines of credit for mortgage and
auto loans, respond to increasing competition, secure additional loan
purchasers, 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 and While We Achieved Our
Fourth Consecutive Quarter of Profitability In the Third Quarter of 2002, We
Incurred A Substantial Net Loss for the Year Ended December 31, 2001, and We May
Not Be Able to Maintain Profitability

As of September 30, 2002, our accumulated deficit was
$211.2 million.  While we achieved our fourth consecutive quarter of
profitability in the third quarter of 2002, we incurred a substantial net loss
for the year ended December 31, 2001. During the fiscal quarter ended December
31, 2001 we sold our entire interest in E-LOAN Japan, which resulted in a one-time
$3.2 million gain.  Without this one-time gain of $3.2 million, we would
have reported a net loss as opposed to the net income that was reported for such
quarter.  Because we expect our operating costs will increase to accommodate
expected growth in loan applications, we will need to generate significant
revenues to maintain profitability. We may not sustain or increase profitability
on a quarterly or annual basis in the future.  If revenues grow more slowly 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 or auto 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 Significantly Reduce
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.  We significantly benefited from the spread between
long-term and short-term interest rates during 2001 and to date in 2002.  Based
on historical trends, we would not expect the same level of benefit from
interest rate spreads in a normal market.

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 September 30, 2001 and 2002,
we had 386 and 601 full-time employees, respectively.

Our Future Success is Dependent Upon Increased Acceptance
of the Internet by Consumers and Lenders as a Medium for Lending

Our success will depend in large part on widespread
consumer acceptance of obtaining mortgage and auto loans online. Increased
consumer use of the Internet to provide for their lending needs is subject to
uncertainty. 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. If consumer acceptance of the Internet as
a source for mortgage, auto, and home equity loans does not increase, our
business, results of operations and financial condition will be adversely
affected. A number of factors may inhibit Internet usage by consumers, including
privacy and security concerns regarding their personal information.  The
adoption of online lending requires the acceptance of a new way of conducting
business, exchanging information and applying for credit by consumers that have
historically relied upon traditional lending methods.  As a result, we cannot be
sure that we will be able to compete effectively with traditional borrowing and
lending methods.

The Loss of One or More of Our Significant Marketing
Agreements Could Adversely Affect Our Business

We rely on Internet marketing agreements to direct a
significant number of prospective customers to our website. If we lose any of
our significant marketing agreements, we could fail to meet our growth
objectives, both in terms of additional borrowers and increased brand awareness.
In the aggregate, approximately 33% and 75% of our mortgage and auto loan
applications, respectively, were derived from the websites of our online
marketing agreements during the three months ended September 30, 2002. Our
marketing agreements 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 could be adversely affected.

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

We depend on GMAC Bank, formerly 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 agreements with Greenwich Capital and GMAC Bank expire
in March 2003. 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 Merrill Lynch
Mortgage Capital Inc. to finance the funding of our auto loans, and this 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, we
have had to obtain waivers from our previous auto line of credit provider (Bank
One, N.A.) as a result of our failure to comply with a covenant regarding a debt
to tangible net worth ratio.  Our line of credit with Merrill Lynch Mortgage
Capital Inc. expires June 14, 2003.  Upon expiration, management believes it
will either renew its existing line or obtain sufficient additional lines.
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
auto loans may not be available on favorable terms or at all.

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

Currently, the majority of our home equity loans are
purchased by Wells Fargo Bank pursuant to a Home Equity Loan/Line Purchase
Agreement. If Wells Fargo Bank is unable or unwilling to purchase our home
equity loans, we may experience delays in our ability to accept or process home
equity loan applications until we are able to secure new sources of loan
purchasers. Sufficient additional sources of loan purchasers for our home equity
loans may not be available on favorable terms or at all.

We Are Dependent on Primarily Three Auto Loan Purchasers
for the Majority of Our Sub-Prime Auto Loan Business

During the third quarter of 2002, the majority of our
sub-prime auto loans were sold to three auto loan purchasers.  If any of them
are unable or unwilling to purchase our auto loans, we may experience delays in
our ability to accept or process auto loan applications until we are able to
secure new auto loan purchasers. In October 2002, we terminated our agreement
with our largest sub-prime auto loan purchaser. While we are actively seeking
additional replacements, sufficient additional purchasers for our sub-prime auto
loans may not be available on favorable terms or at all, and could adversely
affect our auto lending business.

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. The termination of our agreements with the Agencies would
adversely affect our business by reducing our ability to streamline the mortgage
origination process.

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 Internet
users 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 compliant with any federal
or state laws governing privacy, which may be adopted in the future.



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.

For 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.  In addition, E-LOAN does not believe its net interest income would be
materially affected as a result of concurrent changes in long-term and short-term
interest rates due to the short duration of time loans are held on the
balance sheet prior to being sold to capital market loan purchasers (on average
under thirty days).

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.

For prime auto loans, E-LOAN is subject to interest rate risk
from the time an approval is extended to the borrower, until such time that the
loan is sold to E-Loan Auto. E-LOAN extends a 45-day approval to prime auto loan
borrowers, which commits E-LOAN to fund an auto loan at a fixed interest rate.
At the time of sale to E-Loan Auto, the spread is locked between the fixed
interest rate of the loan and the interest rate of the debt (which is LIBOR plus
1%). E-LOAN does not hedge the interest rate risk associated with these
approvals, as it believes the that risk of significant changes in LIBOR during
the period between approval and sale to E-Loan Auto to be minimal. However, if
significant changes in LIBOR did occur after approval, but prior to sale, the
value of the non-cash gain on sale to be recognized on these loans would be
different than the value anticipated at the time of approval.



ITEM 4.   CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14.  Based upon that evaluation, the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company that is required to be included in
the Company's periodic filings with the Securities and Exchange Commission.
There have been no significant changes in the Company's internal controls or, to
the Company's knowledge, in other factors that could significantly affect those
internal controls subsequent to the date the Company carried out its evaluation,
and there have been no corrective actions with respect to significant
deficiencies and material weaknesses.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject to various
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, financial position or liquidity.

Please refer to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, filed on April 1, 2002, which discloses claims
which have been filed against the Company. There have been no material
developments with respect to these claims since the previously filed Annual
Report.



Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None



Item 6. Exhibits and Reports on Form 8-K

(a)    Exhibits:

|3.1   | Restated Certificate of Incorporation of E-LOAN dated July 2,
1999 (1)                                                          
|----- | --------------------------------------------------------------------------------------------------------------------------------
|3.2   | Corrected Certificate of Amendment of Restated Certificate of
Incorporation if E-LOAN, Inc. dated February 15, 2001 (2)         
|3.3   | Amended and Restated Bylaws of E-LOAN, Inc. dated March 16, 2001
(2)                                                            
|10.26 | Mortgage Loan Purchase and Interim Servicing Agreement with
Countrywide Home Loans, Inc. dated February 5, 2002*                
|10.27 | Third Amendment to Master Commitment with GMAC Residential
Funding dated February 7, 2002*                                      
|10.28 | Letter of Agreement with CitiMortgage, Inc. dated March 1,
2002*                                                                
|10.29 | CMI Select Addendum with CitiMortgage, Inc. dated March 11,
2002                                                                
|10.30 | Fourth Amendment to Master Commitment with GMAC Residential
Funding dated April 24, 2002*                                       
|10.31 | Seventh Modification Agreement with GMAC Bank dated May 29,
2002                                                                
|10.32 | Mortgage Loan Purchase and Interim Servicing Agreement with
Countrywide Home Loans, Inc. dated June 18, 2002*                   
|10.33 | Amendment Number One to Master Loan and Security Agreement with
Greenwich Capital Financial Products, Inc. dated July 1, 2002   
|10.34 | Eighth Modification Agreement with GMAC Bank dated July 31,
2002                                                                
|10.35 | Second Amended and Restated Note with GMAC Bank dated August 21,
2002                                                           
|10.36 | Ninth Modification Agreement with GMAC Bank dated August 21,
2002                                                               
|10.37 | Amendment Number Two to Master Loan and Security Agreement with
Greenwich Capital Financial Products, Inc. dated August 26, 2002
|10.38 | Promissory Note in the amount of $425,000,000 with Greenwich
Capital Financial Products, Inc dated August 26, 2002              
|10.39 | Fifth Amendment to Master Commitment with GMAC Residential
Funding dated September 9, 2002*                                     
|10.40 | Mortgage Loan Purchase Agreement with Countrywide Home Loans,
Inc. dated September 11, 2002                                     
|10.41 | Tenth Modification Agreement with GMAC Bank dated September 30,
2002                                                            
|10.42 | Notice of Termination Letter to Charles Schwab & Co., Inc.
dated October 21, 2002                                               
|10.43 | Notice of Termination Letter from AmeriCredit Financial
Services, Inc. dated  October 25, 2002                                  
|99.1  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          
|99.2  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          

__________

(1) Filed with Quarterly Report on Form 10-Q (FQE 6/30/00) on August
14, 2000.

(2) Filed with Annual Report on Form 10-K/A (FYE 12/31/00) on April
23, 2001.



*Confidential Treatment Requested

(b)    Reports on Form 8-K

The Company filed two reports on Form 8-K during the three
months ended September 30, 2002.  The first filed on July 26, 2002 for the
purpose of reporting under Item 5 thereof the results of its second quarter
financial results, and the second filed on September 5, 2002 for the purpose of
reporting under Item 5 thereof the confirmation of its financial guidance for
the third quarter of 2002.

---



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: November 14, 2002

| |                                                                          |                    
| | ------------------------------------------------------------------------ | -------------------
| | By:                                                                      | /s/ Matthew Roberts
| | Matthew Roberts                                                         
| | Chief Financial Officer                                                 
| | (Principal Financial and Accounting Officer and Duly
Authorized Officer)

---

OFFICER CERTIFICATIONS

I, Christian A. Larsen, certify that:

1.	I have reviewed this quarterly report on Form 10-Q
of E-LOAN, Inc.;

2.	Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

3.	Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly
report;

4.	The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

(a)	designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

(b)	evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

(c)	presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.	The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):

(a)	all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and

(b)	any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6.	The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: November 14, 2002

/s/ Christian A. Larsen 	Chairman and Chief Executive Officer

---

I, Matthew Roberts, certify that:

1.	I have reviewed this quarterly report on Form 10-Q
of E-LOAN, Inc.;

2.	Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

3.	Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly
report;

4.	The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

(a)	designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

(b)	evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

(c)	presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.	The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):

(a)	all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and

(b)	any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6.	The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: November 14, 2002

/s/ Matthew Roberts	Chief Financial Officer

---

EXHIBITS

|10.26 |  | Mortgage Loan Purchase and Interim Servicing Agreement with
Countrywide Home Loans, Inc. dated February 5, 2002*                
|----- |  | --------------------------------------------------------------------------------------------------------------------------------
|10.27 |  | Third Amendment to Master Commitment with GMAC Residential
Funding dated February 7, 2002*                                      
|10.28 |  | Letter of Agreement with CitiMortgage, Inc. dated March 1,
2002*                                                                
|10.29 |  | CMI Select Addendum with CitiMortgage, Inc. dated March 11,
2002                                                                
|10.30 |  | Fourth Amendment to Master Commitment with GMAC Residential
Funding dated April 24, 2002*                                       
|10.31 |  | Seventh Modification Agreement with GMAC Bank dated May 29,
2002                                                                
|10.32 |  | Mortgage Loan Purchase and Interim Servicing Agreement with
Countrywide Home Loans, Inc. dated June 18, 2002*                   
|10.33 |  | Amendment Number One to Master Loan and Security Agreement with
Greenwich Capital Financial Products, Inc. dated July 1, 2002   
|10.34 |  | Eighth Modification Agreement with GMAC Bank dated July 31,
2002                                                                
|10.35 |  | Second Amended and Restated Note with GMAC Bank dated August 21,
2002                                                           
|10.36 |  | Ninth Modification Agreement with GMAC Bank dated August 21,
2002                                                               
|10.37 |  | Amendment Number Two to Master Loan and Security Agreement with
Greenwich Capital Financial Products, Inc. dated August 26, 2002
|10.38 |  | Promissory Note in the amount of $425,000,000 with Greenwich
Capital Financial Products, Inc dated August 26, 2002              
|10.39 |  | Fifth Amendment to Master Commitment with GMAC Residential
Funding dated September 9, 2002*                                     
|10.40 |  | Mortgage Loan Purchase Agreement with Countrywide Home Loans,
Inc. dated September 11, 2002                                     
|10.41 |  | Tenth Modification Agreement with GMAC Bank dated September 30,
2002                                                            
|10.42 |  | Notice of Termination Letter to Charles Schwab & Co., Inc.
dated October 21, 2002                                               
|10.43 |  | Notice of Termination Letter from AmeriCredit Financial
Services, Inc. dated  October 25, 2002                                  
|99.1  |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          
|99.2  |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          

*Confidential Treatment Requested

---