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

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**FORM 10-Q/A**

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**Amendment No. 1**

(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, 1999** or**

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

**For the transition period from ________to _________**

**Commission file number    000-25621**

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



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

**5875 ARNOLD ROAD, SUITE 100
                         DUBLIN, CALIFORNIA   94568**(Address of principal executive offices including zip code)

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







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

As of November 1, 1999, 41,716,526 shares of the Registrant's Common Stock,
$0.001 par value per share, were issued and outstanding.







This 10-Q/A is being filed to amend Part II, Item 2 "Changes in Securities
and Use of Proceeds" and Part II, Item 6 " Exhibits and Reports on Form 8-K"
to include new Exhibits. Other than the aforementioned changes, all other
information included in the initial filing is unchanged.

PART II. OTHER INFORMATION

**Item 2. Changes in Securities and Use of Proceeds**

On July 2, 1999, E-LOAN completed an initial public offering in which
it sold 4,020,000 shares of its common stock and 5,000 shares was sold by a
selling stockholder. The managing underwriters in the offering were
Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette Securities Corporation,
Hambrecht & Quist LLC, DLJdirect Inc. and E*TRADE Securities, Inc. The
shares of common stock sold in the offering were registered under the
Securities Act of 1933, as amended, on a Registration Statement on Form S-1
(the "Registration Statement") (Reg. No. 333-74945) that was declared
effective by the Securities and Exchange Commission on June 28, 1999. All
4,025,000 shares of common stock registered under the Registration
Statement were sold at a price of $14.00 per share for gross proceeds to E-
LOAN of $56.2 million and gross proceeds to the selling stockholder of
$70,000. Offering proceeds to E-LOAN, net of underwriter discounts, were
approximately $52.3 million. Concurrent with the company's initial public
offering, the company sold 960,061 shares of its common stock for $12.5
million in net proceeds in a private placement. The private placement was
exempt from registration under Section 4(2) of the Securities Act of 1933,
as amended (the "Act") as a transaction not involving any public offerings.

From June 28, 1999, the effective date of the Registration Statement
to September 30, 1999, the Company has used approximately $14.8 million of
the initial public offering proceeds for working capital purposes,
including expenses associated with advertising campaigns, brand-name
promotions and other marketing efforts and capital expenditures.   All
amounts represent estimates of direct or indirect payments of amounts to
third parties.  No amounts were paid directly or indirectly for the above
purposes to directors or officers of the Company, to persons owning ten
percent or more of any class of equity securities of the Company, or to
affiliates of the Company.  The use of proceeds described above do not
represent a material change in the use of proceeds described in the
offering prospectus.

On September 17, 1999, E-LOAN acquired Electronic Vehicle
Remarketing, Inc., a Delaware corporation ("EVRI") through a stock exchange
effected pursuant to an Agreement and Plan of Reorganization dated August
23, 1999 (the "Reorganization Agreement"). Pursuant to the Reorganization
Agreement, the five stockholders of EVRI transferred to E-LOAN all of the
issued and outstanding shares of capital stock of EVRI and E-LOAN issued to
the five stockholders of EVRI an aggregate of 2,879,997 shares of the
common stock, par value $0.001, per share, of E-LOAN.   The shares issued
in this transaction were exempt from the registration requirements pursuant
to the  exemption from registration contained in Regulation D, Rule 506 of
the Securities Act of 1933.

**Item 6. Exhibits and Reports on Form 8-K**

(a) Exhibits

> 10.9    Bank of America Strategic Alliance Agreement
> 10.10   AutoConnect Referral Agreement
> 10.11   AutoConnect Addendum to Referral Agreement
> 10.12   Intelligent Life Corporation Agreement
> 10.13   Kelley Blue Book Agreement
> 10.14   Kelley Blue Book Amendment to Referral Agreement

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**E-LOAN, INC.**

**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.

| |             
| | ------------
| | (Registrant)

Dated: November 22, 1999



| |     |                    
| | --- | -------------------
| | By: | /s/ Frank Siskowski

| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                         
| | Frank Siskowski                                                                                                                                                         
| | Chief Financial Officer                                                                                                                                                 
| | (Principal Financial and
                                                Accounting Officer and
                                                Duly Authorized Officer)

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