**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, 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.







**E-LOAN, INC.
                                    FORM 10-Q
               QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 1999
                                     INDEX**

**PART I.  FINANCIAL INFORMATION**

Item 1.   Financial Statements (unaudited)

> Balance Sheets as of December 31, 1998 and September 30, 1999Statements of Operations for the three months and nine months
>                 ended September 30, 1998 and September 30, 1999Statements of Cash Flows for the nine months ended September 30, 1998
>                 and September 30, 1999Notes to Unaudited Financial Statements

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

> OverviewResults of OperationsLiquidity and Capital ResourcesFactors Affecting Future Operating Results

ITEM 3.   Quantitative and Qualitative Disclosure about Market Risks

**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

**Signatures

Index to Exhibits**

**PART I -- FINANCIAL INFORMATION**

ITEM 1.  FINANCIAL STATEMENTS

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**E-LOAN, INC.

                                 BALANCE SHEETS

                                 (In thousands)**

`December 31, September 30,
                                                           1998         1999
                                                      ------------  ------------
                            ASSETS

Current assets:
  Cash and cash equivalents ........................       $9,141       $47,029
  Mortgage loans held-for-sale .....................       42,154        40,547
  Accounts receivable, net .........................          411           216
  Prepaids and other current assets ................          721        10,296
                                                      ------------  ------------
     Total current assets ..........................       52,427        98,088
Furniture and equipment, net .......................        2,366         4,037
Deposits and other assets ..........................          730         1,826
Goodwill and intangible asssets ....................         --          77,811
                                                      ------------  ------------
     Total assets ..................................      $55,523      $181,762
                                                      ============  ============

    LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE
       PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Current liabilities:
  Warehouse lines payable ..........................      $41,046       $39,096
  Accounts payable, accrued expenses and other
    current liabilities ............................        2,655        13,498
  Capital lease obligation .........................          253           253
  Notes payable ....................................           71         1,166
                                                      ------------  ------------
     Total current liabilities .....................       44,025        54,013
Capital lease obligations ..........................          719           559
Notes payable ......................................          570         2,333
                                                      ------------  ------------
     Total liabilities .............................       45,314        56,905
                                                      ------------  ------------
MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK
Series C, 4,467,912 shares authorized; 4,069,936
  and 4,269,936 shares issued, and 4,269,936 and 0
  shares outstanding at December 31, 1998 and
  September 30, 1999 (aggregate liquidation
  preference $5,245,702 and $0 at December 31,
  1998 and September 30, 1999) .....................        5,526          --
Series C-1, 4,467,912 shares authorized; 0 shares
  issued and outstanding (liquidation preference
  $1.22852 per share) ..............................         --            --
Series D, 1,950,000 shares authorized; 1,662,529
  and 1,702,529 shares issued, and 1,662,529 and
  0 shares outstanding at December 31, 1998 and
  September 30, 1999 (aggregate liquidation
  preference $15,400,006 and $0 at
  December 31, 1998 and September 30, 1999) ........       15,867          --
                                                      ------------  ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Convertible preferred stock:
  Series A, 428,635 shares authorized; 428,635
   shares issued, and 428,635 and 0 shares
   outstanding at December 31, 1998 and
   September 30, 1999 (aggregate liquidation
   preference $94,300 and $0 at December 31,
   1998 and September 30, 1999) ....................           91          --
  Series B, 450,708 shares authorized; 430,207
   shares issued, and 430,207 and 0 shares
   outstanding at December 31, 1998 and
   September 30, 1999 (aggregate liquidation
   preference $412,999 and $0 at December 31,
   1998 and September 30, 1999) ....................          411          --
  Common stock, 50,000,000 and 70,000,000 shares
   authorized at December 31, 1998 and
   September 30, 1999; 12,524,010 and 41,715,713
   shares issued and outstanding at December 31,
   1998 and September 30, 1999......................           13            42
Less: subscription receivable ......................           (4)           (4)
Unearned compensation ..............................       (4,477)      (26,374)
Additional paid in capital .........................        5,382       212,338
Accumulated deficit ................................      (12,600)      (61,145)
                                                      ------------  ------------
     Total stockholders' equity (deficit) ..........      (11,184)      124,857
                                                      ------------  ------------
     Total liabilities, mandatorily redeemable
       convertible preferred stock and
       stockholders' equity ........................      $55,523      $181,762
                                                      ============  ============`

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

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**E-LOAN, INC.

                            STATEMENTS OF OPERATIONS

                                 (IN THOUSANDS)

                                  (Unaudited)**

`Three Months Ended  Nine Months Ended
                                           September 30,       September 30,
                                        ------------------- -------------------
                                           1998      1999      1998      1999
                                        --------- --------- --------- ---------
Revenues ..............................   $2,051    $5,026    $3,810   $14,390
Operating expenses:
  Operations ..........................    2,292     6,470     4,315    15,744
  Sales and marketing .................    2,191     9,362     3,605    20,634
  Technology ..........................      304       972       871     2,250
  General and administrative ..........      508     1,598     1,097     5,067
  Amortization of unearned
      compensation ....................      296     5,599       551    17,938
  Amortization of goodwill.............       --     1,656       --      1,656
                                        --------- --------- --------- ---------
   Total operating expenses ...........    5,591    25,657    10,439    63,289
                                        --------- --------- --------- ---------
   Loss from operations ...............   (3,540)  (20,631)   (6,629)  (48,899)
Other income (loss), net ..............       26       387        76       356
                                        --------- --------- --------- ---------
   Net loss ...........................  ($3,514) ($20,244)  ($6,553) ($48,543)
                                        ========= ========= ========= =========
Net loss per share:
   Basic and diluted ..................   ($0.30)   ($0.52)   ($0.57)   ($2.21)
                                        ========= ========= ========= =========
Weighed-average shares -
   Basic and diluted ..................   12,422    39,248    12,371    21,924
                                        ========= ========= ========= =========`

**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)**

`Nine Months Ended
                                                               September 30,
                                                          ----------------------
                                                             1998        1999
                                                          ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss ...........................................    ($6,553)   ($48,543)
    Adjustments to reconcile net loss to net cash
     used in operating activities:
      Amortization of unearned compensation ............        551      17,938
      Charitable contribution of common stock ..........         --         900
      Amortization of goodwill and intangible costs.....         --       1,656
      Depreciation and amortization of fixed assets.....        181         826
      Change in operating assets and liabilities:
         Accounts receivable ...........................       (234)        198
         Net change in mortgage loans held-for-sale ....    (20,950)      1,607
         Prepaids, deposits and other assets ...........       (784)    (10,177)
         Accounts payable, accrued expenses and other ..      2,245      10,831
                                                          ----------  ----------
            Net cash used in operating activities ......    (25,544)    (24,764)
                                                          ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of furniture and equipment ................       (339)     (2,496)
    Net cash received in connection with acquisition
      of CarFinance.com.................................         --         813
                                                          ----------  ----------
            Net cash used in investing activities ......       (339)     (1,683)
                                                          ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Payment of issuance costs related to initial
      public offering ..................................         --        (927)
    Proceeds from issuance of common stock, net ........         22      63,664
    Payments on obligations under capital leases .......         --        (160)
    Proceeds from notes payable ........................         --       7,859
    Repayments of notes payable ........................        (79)     (5,000)
    Proceeds from warehouse lines payable ..............     83,142     825,334
    Repayments of warehouse lines payable ..............    (62,478)   (827,284)
    Proceeds from issuance of preferred stock, net .....     15,331         849
                                                          ----------  ----------
            Net cash provided by
              financing activities .....................     35,938      64,335
                                                          ----------  ----------
    Net increae in cash ................................     10,055      37,888
    Cash and cash equivalents at beginning of period ...      4,218       9,141
                                                          ----------  ----------
    Cash and cash equivalents at end of period .........    $14,273     $47,029
                                                          ==========  ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid for interest .............................        $27      $3,331
                                                          ==========  ==========
NONCASH INVESTING AND FINANCING ACTIVITIES:
    Furniture and equipment under capital leases .......       $998          --
                                                          ==========  ==========`

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

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**E-LOAN, INC.**

**1.      THE COMPANY:**

E-LOAN, Inc. (the "Company") was incorporated on August 26, 1996.  Prior to that date,
the Company conducted business through a predecessor company, Palo Alto Funding Group
("PAFG") which was established in 1992 as a mortgage broker.  The Company is a provider
of first and second mortgage loans, home equity loans, auto loans, small business loans
online and credit card referrals.  The Company operates as a single operating segment.

**2.      BASIS OF PRESENTATION:**

**Interim Financial Information (unaudited)**

The accompanying financial statements as of September 30, 1999 and 1998 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,
1999 and 1998. 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 Registration Statement on Form
S-1, declared effective on June 28, 1999. The results for the three months and nine
months ended September 30, 1999 are not necessarily indicative of the expected results
for the year ending December 31, 1999.

**Use Of Estimates**

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.

**Reclassification**

Certain amounts in the fiscal 1998 and first and second quarter 1999 financial
statements have been reclassified to conform to the third quarter 1999 presentation.

**3. ACQUISITION OF CARFINANCE.COM**

On September 17, 1999, E-LOAN acquired Electronic Vehicle Remarketing, Inc.
("CarFinance.com"), a leading provider of online auto loans.  Under the terms of the
agreement, the Company issued 2.88 million shares of common stock.  As a result of the
acquisition, the Company recorded $78 million in goodwill and $1.4 million of acquired
intangible assets, which will be amortized on a straight-line basis over a two-year
period.  As of September 30, 1999, the Company incurred a $1.7 million charge related to
the amortization of goodwill and acquired intangible assets. This acquisition was
accounted for as a purchase transaction. The Company will disclose pro forma financial
information in a subsequent filing on Form 8-K.

**4.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:**

**Net Income (Loss) Per Share**

The Company computes net loss per share in accordance with SFAS No. 128, Earnings per
Share and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS
No. 128 and SAB 98, basic net loss per share is computed by dividing the net loss
available to common stockholders for the period by the weighted average number of common
shares outstanding during the period. Diluted net loss per share is computed by dividing
the net loss available to common stockholders for the period by the weighted average
number of common and common equivalent shares outstanding during the period, to the
extent such common equivalent shares are dilutive. Common equivalent shares are composed
of incremental common shares issuable upon the exercise of stock options and warrants and
upon conversion of Series A, B, C and Series D convertible preferred stock.

The following table sets forth the computation of basic and diluted net loss per share
for the periods indicated ($000's):

`Three Months Ended  Nine Months Ended
                                           September 30,       September 30,
                                        ------------------- -------------------
                                           1998      1999      1998      1999
                                        --------- --------- --------- ---------
Numerator:
   Net loss ...........................  ($3,514) ($20,244)  ($6,553) ($48,543)

   Accretion of Series C and Series D
      mandatorily redeemable
      convertible Preferred stock to
      redemption value.................     (253)      --       (503)      --
                                        --------- --------- --------- ---------
        Net loss available to common
          shareholders.................  ($3,767) ($20,244)  ($7,056) ($48,543)
                                        ========= ========= ========= =========

Denominator:
    Weighted average common
      shares-basic and diliutive.......   12,422    39,248    12,371    21,924

Net loss per share:
    Basic and dilutive.................   ($0.30)   ($0.52)   ($0.57)   ($2.21)
                                        ========= ========= ========= =========`

**5.      WAREHOUSE LINES PAYABLE**

As of September 30, 1999, the Company had a warehouse line of credit for borrowings up
to $50 million.  The interest rate charged on borrowings against the warehouse line of
credit is variable based on the commercial paper rate of the lender plus various
percentage rates. Borrowings are collateralized by the mortgage loans held-for-sale. At
September 30, 1999, approximately $29.7 million was outstanding under this line. Either
the Company or the lender can terminate the agreement at any time. This agreement expires
April 30, 2000. This line of credit agreement generally requires the Company to comply
with various financial and non-financial covenants. The Company was in compliance with
these covenants at September 30, 1999.

On May 21, 1999 the Company entered into an agreement with a lender for a $100 million
committed line of credit. Concurrent with the Company's initial public offering, the
agreement was increased to include an additional $100 million in uncommitted funds.
Interest accrued on these funds at LIBOR plus .95%. Either the Company or the lender can
terminate the agreement at any time. At September 30, 1999 there was no outstanding
balance under this financial commitment. The line expires May 20, 2000.  This agreement
includes various non-financial negative and affirmative covenants. The Company was in
compliance with these covenants at September 30, 1999.

On January 15, 1999, the Company entered into a warehouse line of credit agreement for
borrowings of up to $40 million for interim financing of mortgage loans. The interest
rate charged on borrowings against the line is equal to LIBOR plus 1.85%. The line of
credit expires on February 2, 2000. At September 30, 1999, approximately $ 8.3 million
was outstanding under this line. Either the Company or the lender can terminate the
agreement at anytime.  This line of credit agreement generally requires the Company to
comply with various financial and non-financial covenants. The Company was in compliance
with these covenants as of September 30, 1999.

Upon expiration of any of these lines, management believes it will either renew its
existing lines or obtain sufficient additional lines.

**6. NOTES PAYABLE**

In December 1998, the Company entered into two-credit facilities in the aggregate
principal amount $5 million for working capital and equipment financing.  At September
30, 1999, $3.5 million was outstanding under these two credit facilities.

**7. REVENUES AND OTHER INCOME, NET**

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

`Three Months Ended  Nine Months Ended
                                    September 30,       September 30,
                                 ------------------- -------------------
                                    1998      1999      1998      1999
                                 --------- --------- --------- ---------
Mortgage Revenues:
  Brokerage/Gain on sale.......    $1,917    $2,532    $3,676   $10,086
  Interest Income on Loans.....       134     1,616       134     3,426
Auto Revenues..................        --       458        --       458
Credit Card and Other..........        --       420        --       420
                                 --------- --------- --------- ---------
      Total Revenues...........    $2,051    $5,026    $3,810   $14,390
                                 ========= ========= ========= =========`

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

`Three Months Ended  Nine Months Ended
                                    September 30,       September 30,
                                 ------------------- -------------------
                                    1998      1999      1998      1999
                                 --------- --------- --------- ---------
Interest on short-term
   investments.................       $42      $550      $103      $635
Interest expense on
   non-warehouse facilities
   borrowings..................       (16)     (163)      (27)     (279)
                                 --------- --------- --------- ---------
                                      $26      $387       $76      $356
                                 ========= ========= ========= =========`

**8.      OPERATING EXPENSES**

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

`Three Months Ended  Nine Months Ended
                                    September 30,       September 30,
                                 ------------------- -------------------
                                    1998      1999      1998      1999
                                 --------- --------- --------- ---------
Compensation and benefits......    $1,684    $4,555    $3,378   $12,439
Processing costs...............       532       916     1,089     1,555
Advertising and marketing......     2,036     8,541     3,214    18,182
Professional services..........       238     1,053       733     2,770
Occupancy costs................       198       781       458     1,956
Computer and internet..........       108       205       220       478
General and administrative.....       309       686       609     2,614
Interest expense on warehouse
  borrowings...................       190     1,665       187     3,701
Amortization of unearned
  compensation.................       296     5,599       551    17,938
Amortization of Goodwill.......       --      1,656       --      1,656
                                 --------- --------- --------- ---------
Total Operating Expenses.......    $5,591   $25,657   $10,439   $63,289
                                 ========= ========= ========= =========`

**9.      COMMITMENTS AND CONTINGENCIES**

**FINANCIAL INSTRUMENT CONTINGENCIES**

Upon receiving a locked commitment from a borrower, the Company simultaneously enters
into a forward sale with the ultimate investor. At September 30, 1999, the Company was a
party to commitments to fund loans at interest rates previously agreed (locked) by both
the ultimate lender and the borrower for specified periods of time. Prior to originating
loans under these commitments, the Company evaluates each customer's credit and
collateral worthiness. The Company uses its best efforts to fund these locked loans
within the agreed-upon locked period. If the loan cannot be funded within this period, or
if the Company is unable to secure a rate lock from the ultimate lender equal to or less
than the rate lock extended to the borrower, the Company will earn less revenue than it
anticipated at the time it locked with the borrower. At September 30, 1999, the Company
had provided locks to originate loans amounting to approximately $145.3 million (the
"locked pipeline"). In addition, the Company had commitments at September 30, 1999, in
its capacity as a broker, amounting to approximately $4.1 million.

At September 30, 1999, the Company had entered into non-mandatory forward loan sale
agreements, including commitments with lenders for brokered loans, amounting to
approximately $190 million (this includes the mortgage loans held-for-sale at September
30, 1999, of approximately $40.6 million). The 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.

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

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

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

**Mortgage Revenues**

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

**Auto Revenues**

E-LOAN's auto revenues are derived from the brokering of auto loans.  Auto brokerage
revenues are primarily comprised of the mark-up to the lending partner's loan price.
These revenues are recognized at the time a loan is closed.  All loans were brokered to
Bank of America in the quarter ended September 30, 1999. In the first half of the year
2000, E-LOAN expects to fund auto loans using a warehouse line of credit and then sell
them to auto loan purchasers in a manner similar to its approach with mortgage loans.

**General**

In generating revenues, E-LOAN relies on a number of strategic Internet distribution
partners to direct a significant number of prospective customers to its website. E-LOAN
considers its distribution partnerships with Yahoo!, E*Trade, Wingspanbank.com, CBS
MarketWatch, Kelley Blue Book, AutoTrader.com and Bankrate.com to be the most critical to
its ability to generate revenues. Both Yahoo! and E*Trade have made equity investments in
E-LOAN.

As a result of E-LOAN's limited operating history and its recent growth, it will be
necessary to implement new and expanded operational, financial and administrative systems
and control procedures to enable it to expand, train and manage its employees and
coordinate the efforts of its underwriting, accounting, finance, marketing, and
operations departments. For example, E-LOAN has implemented a new financial reporting
system and is currently implementing a loan production system, which will be completed in
the near future.

**AMORTIZATION OF UNEARNED COMPENSATION**

As of December 31, 1998, E-LOAN had recorded unearned compensation in the amount of
$5.7 million in connection with certain stock issuances and option grants, which were
considered to be compensatory.  The Company recorded an additional $134,000 and $38.2
million in unearned compensation in the three and nine months ended September 30, 1999,
respectively.

The amounts of unearned compensation related to options are being amortized on an
accelerated basis over the four-year vesting period associated with these options. E-LOAN
amortized $5.6 million and $17.9 for the three and nine months ended September 30, 1999,
respectively, compared to $0.3 million and $0.6 million for the three and nine months
ended September 30, 1998, respectively.

**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,
                                        ------------------- -------------------
                                           1998      1999      1998      1999
                                        --------- --------- --------- ---------
Revenues ..............................      100%      100%      100%      100%

Operating expenses:
  Operations ..........................      112       129       113       109
  Sales and marketing .................      107       186        95       143
  Technology ..........................       15        19        23        16
  General and administrative ..........       25        32        29        35
  Amortization of unearned
      compensation ....................       14       111        14       125
  Amortization of goodwill.............        0        33         0        12
                                        --------- --------- --------- ---------
   Total operating expenses ...........      273       510       274       440
                                        --------- --------- --------- ---------
   Loss from operations ...............     (173)     (410)     (174)     (340)
Other income (loss), net ..............        1        24         7         7
                                        --------- --------- --------- ---------
   Net loss ...........................     -172%     -386%     -167%     -333%
                                        ========= ========= ========= =========`

**PRO FORMA NET LOSS (SUPPLEMENTAL)**

Pro forma net loss for the third quarter of 1999 was $13 million, with a pro forma
net loss per share of $0.33 on 39.2 million shares.  This compares to a pro forma net loss
of  $3.2 million in the third quarter of 1998, with a pro forma net loss per share of $0.11
on 29.0 million pro forma shares.  Pro forma net losses per share in 1999 and 1998 exclude
the effects of non-cash compensation charges and goodwill amortization.  Pro forma shares
outstanding prior to the Company's initial public offering on June 28, 1999, assume the
conversion of preferred stock as if the conversion occurred at the beginning of the period
or at date of issuance, if later.

**REVENUES**

Revenues increased to $5.0 million for the three months ended September 30, 1999
from $2.1 million for the three months ended September 30, 1998 and increased to $14.4
million in the nine months ended September 30, 1999 from $3.8 million in the nine months
ended September 30, 1998.  Included in the total revenue for the quarter ended September
30, 1999 is $458,000 from closed auto loans, as a result of E-LOAN's acquisition of
CarFinance.com on September 17, 1999.  E-LOAN received approximately 6% of total revenues
in the quarter ended September 30, 1999 from the establishment of an alliance with a
leading credit card provider.  E-LOAN has also formed alliances to offer home equity
lines of credit and to process subprime mortgage loans.

E-LOAN's purchase mortgage loan business is increasing as a percentage of its total
loan business.  Part of E-LOAN's strategy is to become less reliant on refinance loans,
which are more sensitive to changes in interest rates.  Historically, purchase mortgage
loans industrywide have demonstrated growth through a number of economic cycles.  For the
quarter ended September 30, 1999, approximately 54% of E-LOAN's closed loans and 56% of
its application volume were attributable to purchase mortgage loans.  This compares to 1%
and 19%, respectively, for the quarter ended September 30, 1998.  For the quarter ended
September 30, 1999, 74% of all E-LOAN's mortgage loan applications were from outside of
California, compared to 41% for the quarter ended September 30, 1998.

E-LOAN's loan origination and sale operations, initiated in June 1998, represented
85% of total mortgage loans closed for the quarter ended September 30, 1999, compared to
40% of total mortgage loans closed for the quarter ended September 30, 1998.

During the quarter ended September 30, 1999, mortgage related revenues were
negatively affected by approximately $1.1 million due to capacity constraints in
operations, which resulted in E-LOAN's inability to meet mortgage loan purchase
commitments. The mortgage loan purchase commitments E-LOAN obtains are contingent upon
its delivery of the relevant loans to the purchasers within specified periods. To the
extent that E-LOAN is unable to deliver the loans within the specified periods and
interest rates increase, E-LOAN may experience no gain or even a loss on the sale of
these loans.  The Company has increased staffing and experience levels in the constrained
areas to avoid such occurrences in the future.

E-LOAN expects revenues derived from auto lending activities to increase significantly
as a percentage of total revenues over the next year.  Credit cards and other revenue are
expected to account for approximately 3% of total revenues over the next year.

**OPERATING EXPENSES**

TOTAL OPERATING EXPENSES. Total operating expenses increased to $25.7 million for
the three months ended Sept 30, 1999 from $5.6 million for the three months ended
September 30, 1998 and increased to $63.3 million in the nine months ended September 30,
1999 from $10.4 million in the nine months ended September 30, 1998. These increases were
primarily due to significant increases in compensation and benefits as a result of
increased headcount and expanded advertising and promotional activity.

OPERATIONS. Operations expense is comprised of both fixed and variable expenses,
including salaries, benefits and expenses associated with the brokering, origination and
sale of mortgage and auto loans and interest expense paid by E-LOAN under the warehouse
facilities it uses to fund loans held for sale. Operations expense increased to $6.5
million for the three months ended September 30, 1999 from $2.3 million for the three
months ended September 30, 1998 and increased to $15.7 million in the nine months ended
September 30, 1999 from $4.3 million in the nine months ended September 30, 1998. The
increases in absolute dollars were primarily attributable to the significant increase in
operations headcount from 124 at September 30, 1998 to 208 at September 30, 1999. In
addition, E-LOAN has expanded its loan origination and sale business since inception in
June 1998, which has resulted in additional headcount and an increase in interest expense
due to an increase in the number of loans held for sale. Operations expense increased as
a percentage of revenues from 112 % for the three months ended September 30,1998 to 129%
for the three months ended September 30, 1999, which is a direct result of the Company's
growth during that time period. Operations expense decreased as a percentage of revenue
from 113% to 109% in the nine month periods ended September 30, 1998 and September 30,
1999, respectively, due to revenue growth exceeding growth in operations expense. E-LOAN
expects operations expense to increase in absolute dollars over the next two years and
intends to increase operations capacity in anticipation of an increase in the number of
loans funded.

SALES AND MARKETING. Sales and marketing expense is primarily comprised of expenses
related to advertising, promotion and distribution partnerships and salaries, benefits
and other expenses related to personnel. Sales and marketing expense increased to $9.4
million for the three months ended September 30, 1999 from $2.2 million for the three
months ended September 1998 and increased to $20.6 million in the nine months ended
September 30, 1999 from $3.6 million in the nine months ended September 30, 1998. Sales
and marketing expense increased as a percentage of revenues from  107% for the three
months ended September 30, 1998 to   186% for the three months ended September 30, 1999
and increased from 95% in the nine months ended September 30, 1998 to
143% in the nine months ended September 30, 1999. Sales and marketing expense increased
primarily due to a substantial increase in expenses for advertising, promotion and
distribution partnerships beginning in the third quarter of 1998 and continuing through
the nine months ended September 30, 1999, and increases in compensation associated with
additional headcount. E-LOAN intends to significantly increase absolute dollar spending
in sales and marketing activities over the next two years in an effort to increase
origination volume and increase overall brand awareness.

TECHNOLOGY. Technology expense includes salary, benefits and consulting fees related to
website development, the introduction of new technologies and the support of E-LOAN's
existing technological infrastructure. Technology expense increased to $1.0 million for
the three months ended September 30, 1999 from $0.3 million for the three months ended
September 30, 1998 and increased to $2.3 million in the nine months ended September 30,
1999 from $0.9 million in the nine months ended September 30, 1998. Technology expense
increased as a percentage of revenues from 15% for the three months ended September 30,
1998 to 19% for the three months ended September 30, 1999 and decreased from 23% in the
nine months ended September 30, 1998 to 16% in the nine months ended September 30, 1999.
The absolute dollar increases were primarily the result of the growth in engineering and
management information systems personnel to support the expansion of online operations.
E-LOAN intends to significantly increase absolute dollar spending on technology over the
next two years in an effort to further improve the online mortgage origination process,
implement new features and services to its website and enhance the auto loan process.

GENERAL AND ADMINISTRATIVE General and administrative expense is primarily comprised of
salary, benefits and professional services. General and administrative expense increased
to $1.6 million for the three months ended September 30, 1999 from $0.5 million for the
three months ended September 30, 1998 and increased to $5.1 million in the nine months
ended September 30, 1999 from $1.1 million in the nine months ended September 30, 1998.
General and administrative expense increased as a percentage of revenues from 25% for the
three months ended September 30, 1998 to 32% for the three months ended September 30,
1999 and increased from 29% in the nine months ended September 30, 1998 to 35% in the
nine months ended September 30, 1999.
General and administrative expense increased primarily due to the addition of general and
administrative headcount and increased professional services fees. General and
administrative expenses are expected to increase in absolute dollars over the next two
years as E-LOAN expands its management in anticipation of continued growth and as a
result of additional reporting requirements imposed on E-LOAN as a publicly traded
company.
**LIQUIDITY AND CAPITAL RESOURCES**

E-LOAN's sources of cash flow include cash from the sale of mortgage loans, borrowings
under warehouse lines of credit and other credit facilities, mortgage and auto loans,
brokerage fees, interest income, credit card referrals and the sale of equity securities
in both private and public transactions. E-LOAN's uses of cash include the funding of
mortgage 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 ($25.5) million and ($24.8) million for the nine months ended
September 30, 1998 and 1999, respectively. Net cash used in operating activities was
primarily due to an increase in net losses and an increase in mortgage loans held for
sale.

Net cash used in investing activities was ($0.3) million and ($1.7) million for the
nine months ended September 30, 1998 and 1999, respectively. Net cash used in investing
activities during these periods was primarily for the purchase of software, furniture and
equipment and leasehold improvements.

Net cash provided by financing activities was $35.9 million and $64.3 million for the
nine months ended September 30, 1998 and 1999, respectively.  Net cash provided in these
periods was primarily from proceeds from the Company's initial public offering on July 2,
1999, notes payable, borrowings under E-LOAN's warehouse lines of credit and other credit
facilities, partially offset by repayments of warehouse lines of credit and issuance
costs related to the initial public offering.

As of September 30, 1999, the Company had cash and cash equivalents of $47 million
and available operating credit lines of $1.5 million, which the Company believes is
sufficient to fund operations for the next six to nine months.  During the next six to
nine months, it may be necessary to raise additional funds.  However, there can be no
assurance that the Company will be able to raise the additional funds on favorable terms.
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
the number of purchase mortgage and auto loans, the importance of percentage of mortgage
loans that E-LOAN self funds and growth in the number of applications received,
statements regarding development of E-LOAN's business, future operating results,
anticipated capital expenditures, the expectations as to the use of the capital
resources, and the availability of additional financing, and other statements contain in
this Report regarding matters that are not historical facts, are only estimates or
predictions and cannot be relied upon. No assurance can be given that future results will
be achieved; actual events or results may differ materially as a result of risks facing
the company or actual results differing from the assumptions underlying such statements.
Such risks and assumptions include, but are not limited to, E-LOAN's ability to
successfully promote and market its brand to current and new customers, generate customer
demand for its products in regions of the country other than California, access
additional debt or equity financing in the future, achieve acceptable pricing for its
services, respond to increasing competition, manage growth of E-LOAN's operations, as
well as regulatory, legislative, and judicial developments that could cause actual
results to vary materially from the future results indicated, expressed or implied in
such forward-looking statements. All written and oral forward-looking statements made in
connection with this Report which are attributable to the Company or persons acting on
its behalf are expressly qualified in their entirety by the "Factors Affecting Future
Operating Results" and other cautionary statements included herein. The Company disclaims
any obligation to update information contained in any forward-looking statement.


**FACTORS AFFECTING FUTURE OPERATING RESULTS**

WE HAVE A HISTORY OF LOSSES, WE EXPECT LOSSES TO CONTINUE AND WE MAY NOT ACHIEVE OR
MAINTAIN PROFITABILITY

We have not achieved profitability and expect to continue to incur operating losses for
the foreseeable future. We incurred net losses of $6.6 million and $48.5 million for the
nine months ended September 30, 1998 and 1999, respectively. As of September 30, 1999,
our accumulated deficit was $61.1 million. Given that we expect to continue to incur
significant sales and marketing expenses and that our other operating costs will increase
to accommodate expected growth in loan applications, we will need to generate significant
revenues to achieve and maintain profitability. Even if we achieve profitability, we may
not sustain or increase profitability on a quarterly or annual basis in the future. If
revenues grow slower than we anticipate, or if operating expenses exceed our expectations
or cannot be adjusted accordingly, our business, results of operations and financial
condition will be adversely affected. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

WE HAVE A LIMITED OPERATING HISTORY AND CONSEQUENTLY FACE SIGNIFICANT RISKS AND
UNCERTAINTIES

We were incorporated in August 1996, initiated online mortgage transactions in June
1997 and initiated our online auto loan operations in September 1999.  As a result of our
limited operating history, our recent growth and our reporting responsibilities as a
public company, it will be necessary 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 WHICH COULD
ADVERSELY AFFECT OUR STOCK PRICE

Due to rising interest rates and other factors, 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. Our revenues and
operating results may vary significantly from quarter to quarter due to a number of
factors. See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" for detailed information on our quarterly operating results. As a result, we
believe that quarter-to-quarter comparisons of our operating results are not a good
indication of our future performance.

INTEREST RATE FLUCTUATIONS COULD ADVERSELY AFFECT OUR BUSINESS

A significant percentage of our mortgage revenues is derived from customers who
refinance existing mortgages and 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 decline.  Our failure to successfully reduce the
percentage of refinance revenue and increase the percentage of revenue derived from home
purchases and auto loans could have an adverse effect on our business.

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, 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 that we depend on to fund the
loans we originate. We currently do not use derivative financial instruments to hedge
these risks and are therefore exposed to losses caused by fluctuations in interest rates.

A sharp decrease in interest rates over a short period may cause customers who have
interest rates on mortgages committed through E-LOAN 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.

UNCERTAINTY WITH RESPECT TO THE TIME IT TAKES TO CLOSE LOANS CAN LEAD TO UNPREDICTABLE
REVENUE AND PROFITABILITY

The time between the date an application 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. 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 loans applied for during that period
do not close in a timely manner or at all.  For example, purchase mortgage loans
generally take longer to close than refinance loans as they are tied to the close of the
property sale escrow date.

WE HAVE PRIMARILY OPERATED DURING PERIODS OF GROWTH IN THE HOME MORTGAGE MARKET AND
CONSEQUENTLY FACE SIGNIFICANT RISKS AND UNCERTAINTIES

Although the mortgage market has contracted during the last nine months, most of our
operations up to that point have occurred during a period in which the home mortgage
market has experienced rapid growth. We have never operated during an extensive sustained
downturn in the mortgage business and we cannot assure you that we will be able to
operate successfully if such a downturn occurs.

WE HAVE RECENTLY EXPERIENCED SIGNIFICANT GROWTH IN OUR BUSINESS; IF WE ARE UNABLE TO
MANAGE THIS GROWTH, OUR BUSINESS WILL BE ADVERSELY AFFECTED

Over the past eighteen months we have experienced a period of significant growth, which
has placed a strain on our resources and will continue to do so in the future. If we do
not manage this growth effectively, it 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
December 31, 1997, we had a total of 40 full-time employees and at September 30, 1999, we
had a total of 283 full-time employees.

IF ONLINE LENDING AND OUR SERVICE OFFERINGS DO NOT ACHIEVE WIDESPREAD CONSUMER
ACCEPTANCE, OUR BUSINESS WILL BE ADVERSELY AFFECTED

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

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

There can be no assurance that the market for our services will develop, that our
services will be adopted or that consumers will significantly increase their use of the
Internet for obtaining mortgage or auto loans. If the online market for mortgage and auto
loans fails to develop, or develops more slowly than expected, or if our services do not
achieve widespread market acceptance, our business, results of operations and financial
condition would be adversely affected.

BECAUSE A SIGNIFICANT CONCENTRATION OF OUR MORTGAGE BUSINESS IS IN CALIFORNIA, WE ARE
VULNERABLE TO ECONOMIC AND OTHER FACTORS AFFECTING CALIFORNIA

Approximately 88% and 43% of the mortgage loans we closed in the quarters ended
September 30, 1998 and 1999, respectively, were from borrowers located in California.  No
other state generated more than 10% of our closed mortgage loans during these periods.
There have been times in the past, most recently in 1991 - 1992, when the California
economy has suffered a recession  disproportionate  with the rest of the  country.
Should a similar  recession  happen again in California,  our business would be adversely
affected.

In addition, California historically has been vulnerable to natural disasters,
including earthquakes and mudslides, which are not typically covered by standard hazard
insurance policies maintained by borrowers. Uninsured disasters may adversely impact
borrowers' ability to repay mortgage loans we originate and any sustained period of
increased delinquencies or defaults could adversely affect the pricing of our future
secondary loan sales and our overall ability to sell loans. The occurrence of natural
disasters in California could have an adverse effect on our business, results of
operations and financial condition.

THE LOSS OF ONE OR MORE OF OUR SIGNIFICANT DISTRIBUTION PARTNERS WOULD ADVERSELY AFFECT
OUR BUSINESS

We rely on Internet distribution partners to direct a significant number of our
prospective customers to our website. If we lose any of our significant distribution
partners, we will likely fail to meet our growth objectives, both in terms of additional
borrowers and increased brand awareness. In the aggregate, approximately 25% of our
closed mortgage loans were derived from the websites of our distribution partners during
the quarter ended September 30, 1999.  Historically, the majority of CarFinance.com auto
loan applications have been derived from the websites of its distribution partners. Our
agreements with our distribution partners, with respect to our mortgage loan business,
are typically short-term, from one to three years in length, and can be terminated for
any reason upon 30 to 60 days' prior written notice. We cannot assure you that any or all
of these agreements will not be terminated or will be renewed or extended past their
current expiration dates. If any of these agreements were to be terminated or were to
lapse without extension, we could lose a considerable number of loan applications and our
business would be adversely impacted.

THE TERMINATION OF ONE OR MORE OF OUR FUNDING PARTNERSHIPS WOULD ADVERSELY AFFECT OUR
BUSINESS

We depend on GE Capital Mortgage Services, Inc. and Bank United to finance our internal
loan funding activities through the warehouse credit facilities provided by each of these
lenders. We also depend on Greenwich Capital Financial Products, Inc. to finance portions
of our mortgage loan inventory pending ultimate sale to mortgage loan purchasers. If
either of our warehouse credit facilities becomes unavailable or our relationship with
Greenwich Capital is terminated, our business would be adversely affected. Under our
agreements with each of these partners, 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 our agreements and an
obligation to repay all amounts outstanding at the time of termination. In the past, we
have had to obtain waivers from Greenwich Capital and GE Capital as a result of our
failure to comply with covenants regarding the issuance of capital stock, excess asset
purchases and the breach of financial ratios.

Our agreement with Greenwich Capital expires in April 2000, our agreement with GE
Capital expires in April 2000 and our agreement with Bank United expires in February
2000. Our agreement with GE Capital can be terminated at any time on 120 days prior
written notice. We are continually seeking to obtain additional warehouse lending
resources, but we may not be successful in this regard.

WE ARE DEPENDENT ON ONE LENDING SOURCE FOR ALL OF OUR AUTO LOAN BUSINESS.

Currently, all of our auto loans are funded through Bank of America pursuant to a
transition services agreement entered into in connection with the acquisition of
CarFinance.com.  If Bank of America is unable to fund our auto loans, it would require us
to seek additional sources of funding for our auto loans and could result in delays in
processing loans or an inability to accept or process such loan applications until a new
source of funding is established.  Additional sources of funding for our auto loans may
not be available on favorable terms.

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.

WE DEPEND ON OUR AGREEMENTS WITH THIRD PARTIES TO FUND MORTGAGE LOANS OR FULFILL LOAN
TRANSACTION PROCESSING IN 10 STATES; IF THESE AGREEMENTS ARE TERMINATED, OUR BUSINESS
COULD BE ADVERSELY AFFECTED

E-LOAN licenses its mortgage loan origination systems and proprietary marks to NetB@nk
to enable NetB@nk to fund mortgage loans under the E-LOAN brand in seven states, and has
agreements with PHH Mortgage Services Corporation and Prism Mortgage Company relating to
the fulfillment of all aspects of loan transaction processing following origination in
three states. Each of these agreements may be terminated by either party upon 30 days
prior written notice. The termination of any or all of these agreements could have a
material adverse effect on our business.

THE LOSS OF OUR RELATIONSHIP WITH FANNIE MAE OR ANY OTHER SIGNIFICANT PROVIDER OF
AUTOMATED UNDERWRITING WOULD HAVE AN ADVERSE AFFECT ON OUR BUSINESS

We expect to depend on automated underwriting and other services offered by government
sponsored and other mortgage investors, including Fannie Mae and Freddie Mac, to help
ensure that our mortgage services can be offered efficiently and on a timely basis. We
currently have an agreement with Fannie Mae that authorizes our use of their automated
underwriting services and enables us to sell qualified first mortgages to Fannie Mae. We
cannot assure you that we will remain in good standing with Fannie Mae or that Fannie Mae
will not terminate our relationship. We expect to process a significant portion of our
conforming loans using the Fannie Mae system until we are able to obtain automated
underwriting services from other providers. Our agreement with Fannie Mae can be
terminated by either party. The termination of our agreement with Fannie Mae would
adversely impact our business by reducing our ability to streamline the mortgage
origination process. Additionally, we may not be able to successfully implement the
automated underwriting services of Fannie Mae or other automated underwriting providers
in a manner that will lead to substantial processing efficiencies.

WE MAY INCUR LOSSES ON LOANS IF WE BREACH REPRESENTATIONS OR WARRANTIES TO MORTGAGE LOAN
PURCHASERS

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

THE CONSUMER LENDING INDUSTRY IS INTENSELY COMPETITIVE, AND IF WE FAIL TO SUCCESSFULLY
COMPETE IN THIS INDUSTRY, OUR MARKET SHARE AND BUSINESS WILL BE ADVERSELY AFFECTED

To compete successfully, we must respond promptly and effectively to the challenges of
technological change, evolving standards and our competitors' innovations by continuing
to enhance and expand our services, as well as our sales and marketing channels.
Increased competition, particularly online competition, could result in price reductions,
reduced margins or loss of market share, any of which could adversely affect our
business. We may not be able to compete successfully in our market environment and our
failure to do so could have an adverse effect on our business, results of operations and
financial condition.

IF WE FAIL TO COMPLY WITH THE NUMEROUS LAWS AND REGULATIONS THAT GOVERN OUR INDUSTRY, OUR
BUSINESS COULD BE ADVERSELY AFFECTED

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

ANY ACQUISITIONS THAT WE UNDERTAKE COULD BE DIFFICULT TO INTEGRATE, DISRUPT OUR BUSINESS,
DILUTE STOCKHOLDER VALUE AND ADVERSELY AFFECT OUR OPERATING RESULTS

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

THE LOSS OF ANY OF OUR EXECUTIVE OFFICERS OR KEY PERSONNEL WOULD LIKELY HAVE AN ADVERSE
EFFECT ON OUR BUSINESS

Our future success depends to a significant extent on the continued services of our
senior management and other key personnel, particularly co-founders Chris Larsen, Chief
Executive Officer, and Janina Pawlowski, Chairman of the Board of Directors. Ms.
Pawlowski, a licensed real estate broker, is responsible for all of our activities in
California and two other states.  If Ms. Pawlowski were to terminate her relationship
with us for any reason we would not be able to conduct business in these states until a
replacement is found. The loss of the services of Mr. Larsen, Ms. Pawlowski or other key
employees, would also likely have an adverse effect on our business, results of
operations and financial condition. We have not entered into employment agreements with
any of our executives, except Joseph Kennedy, President and Chief Operating Officer and
Robert Ferber, Senior Vice President, Auto Finance Operations, and do not maintain "key
person" life insurance for any of our personnel.

WE MAY NOT BE ABLE TO RECRUIT AND RETAIN THE PERSONNEL WE NEED TO SUCCEED

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

OUR BUSINESS WILL BE IMPAIRED IF CONSUMERS DO NOT CONTINUE TO USE THE INTERNET

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

OUR BUSINESS WILL SUFFER IF WE ARE UNABLE TO EXPAND AND PROMOTE OUR BRAND RECOGNITION

Establishing and maintaining our brand is critical to attracting and expanding our
customer base, solidifying our business relationships and successfully implementing our
business strategy. We cannot assure you that our brand will be positively accepted by the
market or that our reputation will be strong.

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

OUR BUSINESS WILL SUFFER IF WE ARE UNABLE TO ADAPT TO THE RAPID TECHNOLOGICAL CHANGE THAT
CHARACTERIZES OUR INDUSTRY

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

ANY FAILURES OF, OR CAPACITY CONSTRAINTS IN, OUR SYSTEMS OR THE SYSTEMS OF THIRD PARTIES
ON WHICH WE RELY COULD ADVERSELY AFFECT OUR BUSINESS

Our communications hardware and certain of our other computer hardware operations are
located at the facilities of Exodus Communications, Inc. in Santa Clara, California and
Jersey City, New Jersey.  Our auto hardware and certain other computer hardware
operations are located at the facilities of  Bank of America. The hardware for our
internal mortgage loan and product database, as well as our mortgage loan processing
operations is maintained in our Dublin, California facility. Fires, floods, earthquakes,
power losses, telecommunications failures, break-ins and similar events could damage
these systems. Computer viruses, electronic break-ins or other similar disruptive
problems could also adversely affect our website. Our business could be adversely
affected if our systems were affected by any of these occurrences. Our insurance policies
may not adequately compensate us for any losses that may occur due to any failures or
interruptions in our systems.

ANY OUTAGES, DELAYS OR OTHER DIFFICULTIES EXPERIENCED BY THE INTERNET SERVICE PROVIDERS,
ONLINE SERVICE PROVIDERS OR OTHER WEBSITE OPERATORS ON WHICH OUR USERS DEPEND COULD
ADVERSELY AFFECT OUR BUSINESS

Our website has in the past and may in the future experience slower response times or
decreased traffic for a variety of reasons. In addition, our users depend on Internet
service providers, online service providers and other website operators for access to our
websites. Many of these providers 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 by
limiting access to our website.

OUR BUSINESS WILL BE ADVERSELY AFFECTED IF WE ARE UNABLE TO SAFEGUARD THE SECURITY AND
PRIVACY OF OUR CUSTOMERS' FINANCIAL DATA

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

OUR BUSINESS WILL BE ADVERSELY AFFECTED IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL
PROPERTY RIGHTS FROM THIRD PARTY CHALLENGES OR IN PRESENT OR FUTURE LITIGATION

Trademarks and other proprietary rights are important to our success and our
competitive position. Although we seek to protect our trademarks and other proprietary
rights through a variety of means, we cannot assure you that the actions we have taken are
adequate to protect these rights. We may also license content from third parties in the
future and it is possible that we could face infringement actions based upon the content
licensed from these third parties. We have received notice from EduCap, Inc., a provider of
educational loan services and financing for computer equipment for use in education, that it
believes that our use of the name "E-LOAN" infringes EduCap's trademark "THE E-LOAN." EduCap
is the alleged owner of the trademark that is the subject of U.S. registration no. 2,166,332
for the mark THE E-LOAN, and has demanded that we cease and desist our use of the name E-
LOAN.  On August 2, 1999, we initiated a declaratory judgment action against EduCap in the
United States District Court for the Northern District of California, seeking a declaratory
judgment that we have not engaged in unfair competition or infringed upon any trademark or
other rights of EduCap in our use of the term E-LOAN.  On October 5, 1999, EduCap filed a
motion to dismiss the action, or in the alternative to transfer it to the United States
District Court for the Eastern District of Virginia. Discovery in this action is ongoing.
      On October 1, 1999, EduCap initiated an action against E-LOAN in the United States
District Court for the Eastern District of Virginia.  In its action, EduCap alleges that our
use of the name E-LOAN is wrongful, likely to cause consumer confusion, and infringes
EduCap's trademark THE E-LOAN.  EduCap seeks to recover damages and to enjoin us from using
the name and mark E-LOAN, or any other colorable imitation of the mark, in any way,
including in our corporate name, in the address of our website, and in our advertising
materials.
      The claims brought against us by EduCap or any claims brought by others, regardless
of their merit, could result in costly litigation and the diversion of our financial
resources and technical and management personnel. Further, if any of these claims are
proved valid, through litigation or otherwise, we may be required to change our
trademarks and pay financial damages, which could adversely affect our business. In
particular, if the claim by EduCap is upheld, we would no longer be permitted to use the
name E-LOAN.

E-Loan believes that it has meritorious defenses to such claims.

IF OUR INTERNAL SYSTEMS, OR THE INTERNAL SYSTEMS OF OUR SUPPLIERS, ARE NOT YEAR 2000
COMPLIANT, OUR BUSINESS COULD BE SERIOUSLY DISRUPTED

Many currently installed computer systems and software products only accept two digits
to identify the year in any date. Thus, the year 2000 will appear as "00", which the
system might consider to be the year 1900 rather than the year 2000. This could result in
system failures, delays or miscalculations. Computer systems and software that have not
been developed or enhanced recently may need to be upgraded or replaced to comply with
Year 2000 requirements.

We believe that each of our software systems on a stand-alone basis is currently Year
2000 compliant. However, we rely on software components acquired from third parties which
may not be Year 2000 compliant. The Internet operations of many of our customers and
suppliers may also be affected by Year 2000 complications. The failure of our customers
or suppliers to ensure that their systems are Year 2000 compliant could have an adverse
effect on our customers and suppliers, resulting in decreased Internet usage or our
inability to obtain necessary data communication and telecommunication capacity, which in
turn could have an adverse effect on our business, results of operations and financial
condition.

OUR STOCK PRICE COULD BE HIGHLY VOLATILE

The market prices for stocks of Internet-related and technology companies, particularly
following an initial public offering, frequently increase to levels that bear no
relationship to the operating performance of such companies. Such market prices generally
are not sustainable and are subject to wide variations. If E-LOAN's common stock trades
to such levels, it likely will thereafter experience a material decline.

In the past, securities class action litigation has often been brought against a
company following periods of volatility in the market price of their securities. E-LOAN
may in the future be the target of similar litigation. Securities litigation could result
in substantial costs and divert management's attention and resources.

In addition, the market price of our common stock may be subject to significant
fluctuations in response to numerous factors, including:

> Variations in our annual or quarterly financial results or those of our competitors;Changes by financial research analysts in their estimates of our earnings or our
> failure to meet such estimates;Conditions in the economy in general or in the Internet or mortgage lending
> industries;Announcements of key developments by competitors; Growth of the Internet;
> Announcements by us of significant acquisitions, strategic partnerships, joint
> ventures or capital commitments;Loss of key personnel;Unfavorable publicity affecting our industry or us;Adverse legal events affecting us; andSales of E-LOAN common stock by stockholders

THE AVAILABILITY OF SIGNIFICANT AMOUNTS OF OUR COMMON STOCK FOR SALE COULD ADVERSELY
AFFECT ITS MARKET PRICE

If our stockholders begin to sell substantial amounts of our common stock in the public
market, the market price of our common stock could fall.  A substantial number of sales,
or the perception that such sales might occur, also might make it more difficult for us
to sell equity or equity-related securities in the future at a time and price that we
deem appropriate.  As of September 30, 1999, we had 41,715,713 shares outstanding.  Of
these shares, the 4,020,000 shares sold in our initial public offering are freely
tradable in the public market without restriction unless held by our affiliates.  The
remaining 37,695,713 shares of common stock are "restricted securities" as that term is
defined in Rule 144.  Restricted securities may be sold in the public market only if
registered or if they qualify for an exemption from Registration under Rule 144, 144(k)
or 701 under the Securities Act.  Additionally, 34,767,029 of such shares are also
subject to "lock-up agreements" which restrict their sale prior to December 25, 1999.
Upon the expiration of the lock-up agreements and subject to the provisions of Rules 144,
144(k) or 701 and, in the case of shares held by affiliates, to compliance with certain
volume restrictions, 32,340,964 shares will be available for immediate sale in the public
market and 5,355,562 shares will become available for sale in the public market at
various times thereafter as the holding period requirements for such shares are
satisfied.

In addition, we have 9,731,027 shares of our common stock reserved for issuance
pursuant to our 1997 Stock Plan, of which 6,212,124 shares were subject to outstanding
options at September 30, 1999.  All of such outstanding options are also subject to the
180-day lockup, which expires on December 29, 1999.  We have registered all of the shares
of common stock reserved for issuance under our 1997 Stock Plan and the 1,500,000 shares
of common stock reserved for issuance under our 1999 Employee Stock Purchase Plan.
Accordingly, shares underlying vested options will be eligible for resale in the public
market beginning on December 29, 1999.

Goldman, Sachs & Co. may, in its sole discretion and at any time without notice,
release all or any portion of the securities subject to lock-up agreements.

We have granted registration rights to certain of our stockholders. Those rights enable
these stockholders to require that we register, at our expense, resales of their shares
of common stock. The holders of these rights beneficially own in the aggregate
approximately 20,688,000 million shares of our common stock. If they sell a large portion
of their shares on the open market and at one time, our market price per share may
decline. Of these 20,688,000 million shares, registration rights with respect to
approximately 2.88 million shares were granted in connection with the acquisition of
Carfinance.com.  Beginning on March 17, 1999, holders of the shares issued in connection
with the acquisition of CarFinance may require the Company to register such shares.   In
addition, such holders were granted certain "piggy-back" rights which would allow them to
include their shares in any registration of shares by the Company.

**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. In addition, in an
increasing interest rate environment, E-LOAN's mortgage loan brokerage volume is
adversely affected.

E-LOAN originates mortgage loans and manages the market risk related to these loans by
pre-selling them on a best efforts basis to the anticipated purchaser at the same time
that E-LOAN establishes the borrowers' interest rates. If E-LOAN can process loans within
the applicable purchasers' commitment timeframes E-LOAN has no interest rate risk
exposure on the loans. However, if E-LOAN cannot process the loan within this timeframe
and interest rates increase, E-LOAN may experience a reduced gain or may even incur a
loss on the sale of the loan.

With the exception of pre-selling loans through best-efforts commitments, E-LOAN
currently does not engage in any hedging activities.

E-LOAN currently does not maintain a trading portfolio. As a result, E-LOAN is not
exposed to market risk as it relates to trading activities. The majority of E-LOAN's
portfolio is held for sale which requires E-LOAN to perform market valuations of its
pipeline, its mortgage portfolio held for sale and related forward sale commitments in
order to properly record the portfolio and the pipeline at the lower of cost or market.
Therefore, E-LOAN monitors the interest rates of its loan portfolio as compared to
prevailing interest rates in the market.

Because E-LOAN pre-sells its mortgage loan commitments forward, E-LOAN believes that a
100 basis point increase or decrease in long-term rates would not have a significant
adverse effect on E-LOAN's earnings from its interest rate sensitive assets. E-LOAN pays
off the warehouse lines payable when the loan is sold and consequently would not be
expected to incur significant losses from an increase in interest rates on the line due
to the short timeframe that the line is drawn down. However, since a high percentage of
E-LOAN's closed loan volume is from refinancings, E-LOAN's future operating results are
more sensitive to interest rate movements than a mortgage lender who has a lower
proportion of refinancings.

In the future, if E-LOAN does not pre-sell the mortgage commitments, its market risk
could change significantly.

PART II. OTHER INFORMATION

**Item 1. Legal Proceedings**

PROCEEDINGS TO WHICH E-LOAN IS A PARTY

On August 2, 1999, E-LOAN initiated a declaratory judgment action against EduCap,
Inc., in the United States District Court for the Northern District of California. EduCap, a
provider of educational loan services and financing for computer equipment for use in
education, is the alleged owner of the trademark that is the subject of U.S. registration
no. 2,166,332 for the mark THE E-LOAN.  By its action, E-LOAN seeks a declaratory judgment
from the Court that E-LOAN has not engaged in unfair competition or infringed upon any
trademark or other rights of EduCap in its use of the term E-LOAN.  On October 5, 1999,
EduCap filed a motion to dismiss E-LOAN's action, or in the alternative to transfer it to
the United States District Court for the Eastern District of Virginia. Discovery in this
action is ongoing.

On October 1, 1999, EduCap initiated an action against E-LOAN in the United States
District Court for the Eastern District of Virginia.  In its action, EduCap alleges that E-
LOAN's use of the name E-LOAN is wrongful, likely to cause consumer confusion, and infringes
EduCap's trademark THE E-LOAN.  EduCap seeks to recover damages and to enjoin E-LOAN from
using the name and mark E-LOAN, or any other colorable imitation of the mark, in any way,
including in E-LOAN's corporate name, in the address of its website, and in its advertising
materials.

**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.

As of June 30, 1999, E-LOAN's balance sheet reflected a receivable of $64.8 million in
respect of the offering proceeds it received on July 2, 1999. The net proceeds from the
initial public offering will be used for general corporate purposes, including working
capital to fund anticipated operating losses, expenses associated with its advertising
campaigns, brand-name promotions and other marketing efforts and capital expenditures. E-
LOAN also may use a portion of the net proceeds, currently intended for general corporate
purposes, to acquire or invest in businesses, technologies, products or services,
although no specific acquisitions are planned and no portion of the net proceeds has been
allocated for any acquisition. None of the net offering proceeds of E-LOAN have been or
will be paid directly or indirectly to any director, officer, general partner of E-LOAN
or their associates, persons owning 10% or more of any class of E-LOAN's equity
securities, or an affiliate of E-LOAN.

Simultaneous with the effectiveness of the registration statement relating to the
initial public offering, each outstanding share of E-LOAN's Series A and Series B
convertible preferred stock and Series C and Series D mandatorily redeemable convertible
preferred stock was automatically converted into three shares of E-LOAN's common stock
without payment of additional consideration. The common stock issued upon conversion of
the preferred stock was exempt from registration under Section 3(a)(9) of the Act, as
Securities exchanged by an issuer with existing security holders.

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 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

> 10.1    Amended Investor Rights Agreement
> 10.2    Robert Ferber Employment Agreement
> 10.3    Amended Stock Option Plan
> 10.4    Amended Employee Stock Purchase Plan
> 10.5    GE Line of Credit Amendment
> 10.6    Strategic Alliance Agreement with Greenpoint Mortgage Funding, Inc.
> 10.7    Systems & Marketing Agreement with Option One Mortgage
> 10.8    Website Linking Agreement with Providian
> 27.1    Financial Data Schedule

(b)     Reports on Form 8-K

E-LOAN filed a Current Report on Form 8-K dated October 1, 1999 to report under item 2
thereof the acquisition of CarFinance.com.  Financial statements will be filed within 60
days of the original 8-K filing.

---

**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 15, 1999



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

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

---

**Exhibit Index**

> 10.1    Amended Investor Rights Agreement
> 10.2    Robert Ferber Employment Agreement
> 10.3    Amended Stock Option Plan
> 10.4    Amended Employee Stock Purchase Plan
> 10.5    GE Line of Credit Amendment
> 10.6    Strategic Alliance Agreement with Greenpoint Mortgage Funding, Inc.
> 10.7    Systems & Marketing Agreement with Option One Mortgage
> 10.8    Website Linking Agreement with Providian
> 27.1    Financial Data Schedule

---