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

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**FORM 10-Q**

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(Mark One)

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

**For the quarterly period ended **June 30, 2000** or**

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

**For the transition period from ________to _________**

**Commission file number    000-25621**

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



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

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

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







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

As of August 1, 2000, 52,898,366 shares of the Registrant's Common Stock,
$0.001 par value per share, were issued and outstanding.







**E-LOAN, INC.
      QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2000
                                TABLE OF CONTENTS**



|**PART I.   FINANCIAL INFORMATION**                                                                                   | **Page No.**
|--------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                      |             
|Item 1.   Interim Financial Statements
                  (unaudited):                                                 |             
|                                                                                                                      |             
|Balance Sheets at December 31, 1999 and June 30, 2000                                                                 | **          
|                                                                                                                      |             
|Statements of Operations for the
    three and six months ended June 30, 1999 and June 30,2000                        | **          
|                                                                                                                      |             
|Statements of Cash Flows for the
    six months ended June 30, 1999 and June 30, 2000                                 | **          
|                                                                                                                      |             
|Notes to Unaudited Financial Statements                                                                               | **          
|                                                                                                                      |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | **          
|                                                                                                                      |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                  | **          
|                                                                                                                      |             
|**PART II.  OTHER INFORMATION**                                                                                       |             
|                                                                                                                      |             
|Item 1.   Legal Proceedings                                                                                           | **          
|                                                                                                                      |             
|Item 2.   Changes in Securities and Use of Proceeds                                                                   | **          
|                                                                                                                      |             
|Item 3.   Defaults Upon Senior Securities                                                                             | **          
|                                                                                                                      |             
|Item 4.   Submission of Matters to a Vote of Security Holders                                                         | **          
|                                                                                                                      |             
|Item 5.   Other Information                                                                                           | **          
|                                                                                                                      |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | **          
|                                                                                                                      |             
|**Signature**                                                                                                         | **          
|                                                                                                                      |             
|**Index to Exhibits**                                                                                                 | **          

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**PART I -- FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

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**E-LOAN, INC.

                                 BALANCE SHEETS

                                 (In thousands)**

`December 31,   June 30,
                                                           1999          2000
                                                      ------------  ------------
                                                                    (unaudited)
                            ASSETS
Current assets:
  Cash and cash equivalents ........................      $37,748       $50,814
  Loans held-for-sale ..............................       35,140        13,509
  Accounts receivable, net .........................          723           165
  Prepaids and other current assets ................        5,739         9,498
                                                      ------------  ------------
     Total current assets ..........................       79,350        73,986
Fixed assets, net ..................................        4,053         6,858
Deposits and other assets ..........................        1,686         2,098
Goodwill and intangible assets .....................       67,878        48,011
                                                      ------------  ------------
     Total assets ..................................     $152,967      $130,953
                                                      ============  ============

    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Warehouse lines payable ..........................      $33,115       $12,211
  Accounts payable, accrued expenses and other......       12,901        13,504
  Capital lease obligation .........................          252           252
  Notes payable ....................................        1,167         1,167
                                                      ------------  ------------
     Total current liabilities .....................       47,435        27,134
Capital lease obligations ..........................          483           327
Notes payable ......................................        2,042         1,458
                                                      ------------  ------------
     Total liabilities .............................       49,960        28,919
                                                      ------------  ------------

COMMITMENTS AND CONTINGENCIES (NOTE 7)

STOCKHOLDERS' EQUITY:
  Common stock, 70,000,000 and 150,000,000 $0.001
   par value shares authorized, 41,679,243 and
   52,892,993 shares issued and outstanding at
   December 31, 1999 and June 30, 2000..............           42            53
Less: subscription receivable ......................           (4)           (4)
Marketing services receivable.......................           --       (11,941)
Unearned compensation ..............................      (21,195)      (14,809)
Additional paid in capital .........................      209,738       262,202
Accumulated deficit ................................      (85,574)     (133,467)
                                                      ------------  ------------
     Total stockholders' equity.....................      103,007       102,034
                                                      ------------  ------------
     Total liabilities and stockholders' equity.....     $152,967      $130,953
                                                      ============  ============`

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

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**E-LOAN, INC.

                            STATEMENTS OF OPERATIONS

                                 (IN THOUSANDS)

                                  (Unaudited)**

`Three Months Ended  Six Months Ended
                                              June 30,            June 30,
                                        ------------------- --------------------
                                           1999     2000       1999     2000
                                        --------- --------- --------- ----------
Revenues ..............................   $4,562    $8,483    $9,364    $15,597
Operating expenses:
  Operations ..........................    4,835     7,170     9,274     14,006
  Sales and marketing .................    7,574     7,596    11,272     16,730
  Technology ..........................      749     1,707     1,279      2,829
  General and administrative ..........    2,473     1,953     3,469      3,742
  Amortization of non-cash marketing
      costs ...........................       --       519        --        519
  Amortization of unearned
      compensation ....................    5,785     2,918    12,339      6,386
  Amortization of goodwill.............       --     9,933        --     19,867
                                        --------- --------- --------- ----------
   Total operating expenses ...........   21,416    31,796    37,633     64,079
                                        --------- --------- --------- ----------
   Loss from operations ...............  (16,854)  (23,313)  (28,269)   (48,482)
Other income (loss), net ..............      (66)      201       (31)       589
                                        --------- --------- --------- ----------
   Net loss ........................... ($16,920) ($23,112) ($28,300)  ($47,893)
                                        ========= ========= ========= ==========

Accretion of preferred stock ..........     (525)       --    (1,042)       --
                                        --------- --------- --------- ----------
   Net loss applicable to common
      shareholders..................... ($17,445) ($23,112) ($29,342)  ($47,893)
                                        ========= ========= ========= ==========
Net loss per share:
   Basic and diluted ..................   ($1.29)   ($0.53)   ($2.24)    ($1.12)
                                        ========= ========= ========= ==========
Weighed-average shares -
   Basic and diluted ..................   13,546    43,933    13,072     42,907
                                        ========= ========= ========= ==========`

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

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**E-LOAN, INC.

                            STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

                                  (UNAUDITED)**

`Six Months Ended
                                                                   June 30,
                                                          ----------------------
                                                             1999        2000
                                                          ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss ...........................................   ($28,300)   ($47,893)
    Adjustments to reconcile net loss to net cash
     used in operating activities:
      Amortization of unearned compensation ............     12,339       6,386
      Amortization of goodwill and intangible assets....         --      19,867
      Amortization of non-cash marketing costs..........         --         519
      Charitable contribution of common stock ..........        900          --
      Depreciation .....................................        466         967
      Changes in operating assets and liabilities:
         Accounts receivable ...........................        202         558
         Net change in loans held-for-sale .............    (28,308)     21,631
         Prepaids, deposits and other assets ...........     (7,377)     (4,171)
         Accounts payable, accrued expenses and other
            payables....................................     10,175         603
                                                          ----------  ----------
            Net cash used in operating activities ......   (39,903)     (1,533)
                                                          ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of furniture and equipment ................     (1,788)     (3,772)
                                                          ----------  ----------
            Net cash used in investing activities ......     (1,788)     (3,772)
                                                          ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Payment of issuance costs related to common stock ..     (1,351)         --
    Proceeds from issuance of common stock, net ........        153         398
    Proceeds from private placement, net of offering
       costs............................................         --      39,205
    Common Stock issued in connection with Employee
       Stock Purchase Plan..............................         --         412
    Proceeds from warehouse lines payable ..............    583,315     411,627
    Repayments of warehouse lines payable ..............   (555,255)   (432,531)
    Proceeds from notes payable ........................      5,855          --
    Repayments of notes payable ........................         --        (584)
    Payments on obligations under capital lease ........        (85)       (156)
    Proceeds from issuance of preferred stock, net .....        849          --
                                                          ----------  ----------
            Net cash provided by
              financing activities .....................     33,481      18,371
                                                          ----------  ----------
    Net (decrease) increase in cash ...................      (8,210)     13,066
    Cash and cash equivalents at beginning of period ...      9,141      37,748
                                                          ----------  ----------
    Cash and cash equivalents at end of period .........       $931     $50,814
                                                          ==========  ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid for interest .............................     $1,469      $1,978
                                                          ==========  ==========`

**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" or "E-LOAN") was incorporated on August 26,
1996 and began marketing its services in June 1997. 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 an online lender and is primarily engaged in the
brokerage, origination, and sale of mortgage and auto loans. The Company
is a provider of first and second mortgage loans, home equity loans,
auto loans, small business loans and credit card referrals.  The Company
operates as a single operating segment.

**2.      BASIS OF PRESENTATION:**



Interim Financial Information (unaudited)

The accompanying financial statements as of June 30, 2000 and 1999 are
unaudited. The unaudited interim financial statements have been prepared
on the same basis as the annual financial statements and, in the opinion
of management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company's
financial position, results of operations and cash flows as of June 30,
2000 and 1999. These financial statements and notes thereto are
unaudited and should be read in conjunction with the Company's audited
financial statements included in the Company's 10-K for the year ended
December 31, 1999. The results for the three months and six months ended
June 30, 2000 are not necessarily indicative of the expected results for
the year ending December 31, 2000.



Use of Estimates in the Preparation of Financial Statements

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

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



Software Development Costs

The Company expenses computer software costs as they are incurred in the
preliminary project stage in accordance with SOP 98-1 "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use".
Once the capitalization criteria of the SOP have been met, external
direct costs of materials and services consumed in developing or
obtaining internal-use computer software and payroll and payroll related
costs for employees who are directly associated with and who devote time
to the internal-use computer software are capitalized.  Capitalized
costs are amortized over one to three years on a straight-line basis.
For the six months ended June 30, 2000, the Company had capitalized
approximately $0.8 million in software development costs.



Net Income (Loss) Per Share

The Company computes net loss per share in accordance with SFAS No. 128,
Earnings per Share. Under the provisions of SFAS No. 128 basic net loss
per share is computed by dividing the net loss 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.

Pro forma net loss per share has been computed by dividing net loss
applicable to common shareholders by the pro forma weighted average
number of shares outstanding. Pro forma weighted average shares assume
the conversion of all preferred stock (which were ultimately converted
to common stock in conjunction with the initial public offering, as if
the conversion occurred at the beginning of the period or at date of
issuance, if later.

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

`Three Months Ended      Six Months Ended
                                        June 30,                June 30,
                                  ----------------------- ---------------------
                                     1999       2000         1999      2000
                                  ----------- ----------- ---------- ----------
Numerator:
  Net loss.....................     ($16,920)   ($23,112)  ($28,300)  ($47,893)
  Accretion of Series C and D
    manditorily redeemable
    convertible preferred
    stock to redemption value..         (525)       --       (1,042)       --

Net loss available to common      ----------- ----------- ---------- ----------
    stockholders...............     ($17,445)   ($23,112)  ($29,342)  ($47,893)
                                  =========== =========== ========== ==========

Denominator:
  Weighted average common shares -
    Basic and diluted...........      13,546      43,933     13,072     42,907

Net loss per share:
  Basic and diluted............       ($1.29)     ($0.53)    ($2.24)    ($1.12)
                                  =========== =========== ========== ==========`

**4.      WAREHOUSE LINES PAYABLE**

As of June 30, 2000, the Company had a warehouse line of credit for
borrowings of up to $50 million for interim financing of mortgage loans.
The interest rate charged on borrowings against these funds is variable
based on the commercial paper rate of the lender plus various percentage
rates.  Borrowings are collateralized by the mortgage loans held-for-sale. The
committed line of credit expires on September 30, 2000. Upon  expiration,
management believes it will either renew its existing line  or obtain
sufficient additional lines.

At June 30, 199 and 2000
approximately $23 million and $9.5 million was outstanding under this
line, respectively. This line of credit agreement generally requires the
Company to comply with various financial and non-financial covenants.
The Company was in compliance with these covenants at June 30, 2000.
The Company has an agreement to finance up to $200 million of mortgage
loan inventory pending sale of these loans to the ultimate mortgage loan
investors.  Of this amount, $100 million is available in committed
funds.   This loan inventory financing is secured by the related
mortgage loans. The interest rate charged on these funds is 75 basis
points (.75%) over LIBOR. The line expires April 9, 2001.  At June 30,
2000 there were no outstanding amounts. This agreement includes various
non-financial negative and affirmative covenants. The Company was in
compliance with these convenants at June 30, 2000.

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

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

`Three Months Ended      Six Months Ended
                                        June 30,                June 30,
                                  ----------------------- ---------------------
                                     1999       2000         1999      2000
                                  ----------- ----------- ---------- ----------
Gain on sale of loans and
  brokerage fee ..............        $3,579      $4,190     $7,554     $7,329
Interest income on loans......           983       1,123      1,810      1,804
Auto revenues.................          --         2,962        --       6,107
Credit card and other.........          --           208        --         357
                                  ----------- ----------- ---------- ----------
Total Revenues................        $4,562      $8,483     $9,364    $15,597
                                  =========== =========== ========== ==========`

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

`Three Months Ended      Six Months Ended
                                        June 30,                June 30,
                                  ----------------------- ---------------------
                                     1999       2000         1999      2000
                                  ----------- ----------- ---------- ----------
Interest on short-term
   investments...................        $23        $276        $85       $827
Interest expense on
   non-warehouse facility
   borrowings....................        (50)        (83)       (77)      (172)
   Equity investment income
     (loss)......................        (14)          8        (14)       (59)
   Other.........................        (25)       --          (25)        (7)
                                  ----------- ----------- ---------- ----------
                                        ($66)       $201       ($31)      $589
                                  =========== =========== ========== ==========`

**6.      OPERATING EXPENSES**

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

`Three Months Ended      Six Months Ended
                                        June 30,                June 30,
                                  ----------------------- ---------------------
                                     1999       2000         1999      2000
                                  ----------- ----------- ---------- ----------
Compensation and benefits......       $4,270      $5,867     $7,884    $11,354
Processing costs...............          453       1,135        639      2,418
Advertising and marketing......        6,386       6,739      9,641     14,760
Professional services..........        1,214       1,440      1,718      2,690
Occupancy costs................          641         875      1,175      1,704
Computer and internet..........          195         173        273        419
General and administrative.....        1,468       1,121      1,928      2,157
Interest expense on warehouse
  borrowings...................        1,004       1,076      2,036      1,805
Amortization of non-cash
  marketing costs..............        --            519       --          519
Amortization of unearned
  compensation.................        5,785       2,918     12,339      6,386
Amortization of goodwill and
  intangible assets............        --          9,933       --       19,867
                                  ----------- ----------- ---------- ----------
Total Operating Expenses.......      $21,416     $31,796    $37,633    $64,079
                                  =========== =========== ========== ==========`

**7.      COMMITMENTS AND CONTINGENCIES**



Financial Instrument Contingencies

E-Loan originates mortgage loans and manages the market risk related to these
loans through Best Efforts and Hedging Programs.

Best Efforts

Upon receiving a locked commitment from a borrower, the Company
simultaneously enters into a non-mandatory forward sale with the
ultimate investor. At June 30, 2000, 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 June 30, 2000, the Company had provided locks to
originate loans amounting to approximately $38.1 million (the "locked
pipeline adjusted for fallout").

At June 30, 2000, the Company had entered into non-mandatory forward
loan sale agreements amounting to approximately $50.1 million (this
includes the mortgage loans held-for-sale sold forward on a best efforts
basis at June 30, 2000, of approximately $12.0 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.

Hedging Activities

The Company originates mortgage loans and sells them primarily through
whole loan sales. The market value of mortgage loans are sensitive to
changes in market interest rates. If interest rates rise between the
time the Company commits to originate at a specific rate ("rate lock")
or originates the mortgage loans and the time the mortgage loans are
committed for sale, there may be a decline in the market value of the
mortgage loans. To protect against such possible declines, the Company
has adopted a hedging strategy.

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

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

At June 30, 2000, the Company had uncommitted loans of $16.3 million, of
which $1.2 million were held for sale and $15.1 million were lock
commitments to sell.

Future Commitments

The Company has future payment commitments for leases and marketing services agreements
aggregating $5.5 million, $7.0 million, $9.9 million, $14.6 million, and $1.5 million
for the years 2000 and 2004, respectively.  The Company has contractual commitments
with cancellation clauses, which is exercised would significantly reduce these
future obligations.

**8.      PRIVATE PLACEMENT**

On June 15, 2000, the Company sold 10,666,664 common shares in a private
placement to 2 existing shareholders and 3 new shareholders. The shares
were sold at $3.75 per share. This issuance of stock was approved by the
shareholders on June 14, 2000.  $39.2 million of net proceeds were
received from the private placement.

**9.      ISSUANCE OF WARRANTS**

In connection with a marketing services agreement, the Company issued
warrants to purchase 13,100,000 common shares. The warrants are divided
into two tranches.  The first tranche, which expires April 25, 2003, is
for 6,500,000 common shares at an exercise price of $3.75 per share and
is subject to certain exercise restrictions. The second tranche, which
expires July 25, 2003, is for 6,600,000 common shares at an exercise
price of $15.00 per share.

**10.      INCREASE IN AUTHORIZED SHARES**

On June 14, 2000, the shareholders voted to increase the authorized
number of common shares from 70,000,000 to 150,000,000.

**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 and auto loans that it underwrites, funds and
sells on the secondary market.



Mortgage Revenues

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



Auto Revenues

E-LOAN's auto revenues are derived from the origination and sale of
self-funded loans and from the brokering of auto loans. Auto brokerage
revenues are primarily comprised of the mark-up to the lending partner's
loan price or a set origination fee. These revenues are recognized at
the time a loan is closed. Self-funded loans are currently funded using
E-LOAN's balance sheet and sold to auto loan purchasers. Self-funded
loan revenues also consist of the mark-up to the lending partners loan
price or a set origination fee. These revenues are recognized at the
time a loan is sold.



General

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

**RESULTS OF OPERATIONS**

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

`Three Months Ended  Six Months Ended
                                              June 30,            June 30,
                                        ------------------- --------------------
                                           1999     2000       1999     2000
                                        --------- --------- --------- ----------
Revenues ..............................      100%      100%      100%       100%

Operating expenses:
  Operations ..........................      106        85        99         90
  Sales and marketing .................      166        90       120        107
  Amortization of non-cash marketing
      costs ...........................        0         6         0          3
  Technology ..........................       16        20        14         18
  General and administrative ..........       54        23        37         24
  Amortization of unearned
      compensation ....................      127        34       132         42
  Amortization of goodwill
    and intangible assets..............        0       117         0        127
                                        --------- --------- --------- ----------
   Total operating expenses ...........      469       375       402        411
                                        --------- --------- --------- ----------
   Loss from operations ...............     (369)     (275)     (302)      (311)
Other income (loss), net ..............        1         2         0          4
                                        --------- --------- --------- ----------
   Net loss ...........................     -368%     -273%     -302%      -307%
                                        ========= ========= ========= ==========`

**PRO FORMA NET LOSS (SUPPLEMENTAL)**

Pro forma net loss for the second quarter of 2000 was $9.7 million, with
a pro forma net loss per share of $0.22 on 43.9 million shares. This
compares to a pro forma net loss of $10.2 million in the second quarter
of 1999, with a pro forma net loss per share of $0.30 on 33.6 million
pro forma shares. Pro forma results exclude the effects of non-cash
charges related to a compensation charge associated with the Company's
stock option plan, amortization of goodwill on the acquisition of
CarFinance.com, a one-time charitable contribution, and amortization of
non-cash marketing costs related to the issuance of warrants to purchase
the Company's common stock. Pro forma shares outstanding for the period
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 $8.5 million for the three months ended June 30,
2000 from $4.6 million for the three months ended June 30, 1999 and
increased to $15.6 million in the six months ended June 30, 2000 from
$9.4 million in the six months ended June 30, 1999. Revenues for the
three months ended June 30, 2000 reflect the increased diversity of our
revenue streams with mortgage loans and auto loans contributing $5.3
million and $3.0 million, respectively.  As a result, E-LOAN continues
to be less reliant on mortgage refinance loans, which are more sensitive
to changes in interest rates.   Refinance mortgages for the quarter
ended June 30, 2000 accounted for 19% of total revenues compared to 80%
of total revenues for the quarter ended June 30, 1999.



Operating Expenses

**Total Operating Expenses.** Total operating expenses increased $10.4
million to $31.8 million for the three months ended June 30, 2000 from
$21.4 million for the three months ended June 30, 1999 and increased to
$64.1 million in the six months ended June 30, 2000 from $37.6 million
in the six months ended June 30, 1999.  The increase was primarily due
to the amortization of goodwill , increases in advertising and
processing costs due to increased volumes and increases in employee
compensation and other expenses related to personnel as a result of
increased headcount.

**Operations.** Operations expense is comprised of both fixed and variable
expenses, including employee compensation and expenses associated with
the production and sale of loans and interest expense paid by E-LOAN
under the warehouse facilities it uses to fund mortgage loans held for
sale. Operations expense increased to $7.2 million for the three months
ended June 30, 2000 from $4.8 million for the three months ended June
30, 1999 and increased to $14.0 million in the six months ended June 30,
2000 from $9.3 million in the six months ended June 30, 1999.
Operations expense decreased as a percentage of revenue from 106% to 85%
for the three months ended June 30, 1999 and 2000, respectively, and
decreased as a percentage of revenue from 99% to 90% in the six months
ended June 30, 1999 and 2000, respectively.  The increase in absolute
dollars is primarily due to greater loan volume and interest expense
related to a higher percentage of self-funded loans. E-LOAN expects
operations expenses to trend lower as a percentage of revenues going
forward as it further streamlines the loan process and leverages its
fixed costs over  growing loan volume.

**Sales and Marketing.** Sales and marketing expense is primarily comprised
of expenses (excluding non-cash marketing costs) related to advertising,
promotion and distribution partnerships and employee compensation and
other expenses related to personnel. Sales and marketing expense
remained constant at $7.6 million for the three months ended June 30,
2000 when compared to the three months ended June 30, 1999 and increased
to $16.7 million in the six months ended June 30, 2000 from $11.3
million in the six months ended June 30, 1999.  Sales and marketing
expense decreased as a percentage of revenue from 166% to 90% for the
three months ended June 30, 1999 and 2000, respectively and decreased as
a percentage of revenue from 120% to 107% in the six months ended June
30, 1999 and 2000, respectively.  The increase in absolute dollars for
the six months ended June 30, 2000 is primarily due to a substantial
investment in expenses for advertising, promotion and distribution
partnerships, as well as increases in compensation associated with
additional headcount compared to the prior period. E-LOAN intends to
moderately decrease absolute dollar spending in sales and marketing
activities while increasing its focus on improving the conversion of
site visitors to applicants and closed loans.

**Technology.** Technology expense includes employee compensation, the
introduction of new technologies and the support of E-LOAN's existing
technological infrastructure. Technology expense increased to $1.7
million for the three months ended June 30, 2000 from $0.8 million for
the three months ended June 30, 1999 and increased to $2.8 million in
the six months ended June 30, 2000 from $1.3 million in the six months
ended June 30, 1999.  Technology expense increased as a percentage of
revenue from 16% to 20% for the three months ended June 30, 1999 and
2000, respectively and increased as a percentage of revenue from 14% to
18% in the six months ended June 30, 1999 and 2000, respectively. The
increase was primarily the result of the growth in engineering and
management information systems personnel to support the expansion of
online operations. E-LOAN intends to moderately increase absolute dollar
spending on technology in an effort to further improve the online loan
origination process and implement new features and services to its
website. E-LOAN capitalized $671,000 of website development costs during
the six months ended June 30, 2000.

**General and Administrative.** General and administrative expense is
primarily comprised of employee compensation and professional services.
General and administrative expense decreased to $2.0 million for the
three months ended June 30, 2000 from $2.5 million for the three months
ended June 30, 1999.  The decrease in absolute dollars is primarily due
to the non-recurrence of a one-time charitable contribution of $0.9
million in the quarter ended June 30, 1999.  General and administrative
expense increased to $3.7 million in the six months ended June 30, 2000
from $3.5 million in the six months ended June 30, 1999.  General and
administrative expense decreased as a percentage of revenue from 54% to
23% for the three months ended June 30, 1999 and 2000, respectively, and
decreased as a percentage of revenue from 37% to 24% in the six months
ended June 30, 1999 and 2000, respectively. General and administrative
expenses are expected to stay relatively constant in the upcoming
quarters.

**Amortization of Non-cash Marketing Costs.**
On June 15, 2000, E-LOAN
issued warrants to Charles Schwab & Co., Inc. pursuant to the Marketing
Services Agreement. E-LOAN recorded the $12.5 million value of the
warrants as marketing services receivable as a contra-equity account.
This amount will be amortized on a straight-line basis over a one-year
period.  As of June 30, 2000, E-LOAN incurred a $519,000 non-cash charge
related to the amortization of the marketing services receivable.

**Amortization of Unearned Compensation.**
  As of December 31, 1999, E-LOAN
had an unamortized unearned compensation balance of $21.2 million in
connection with certain stock issuances and option grants, which were
considered to be compensatory.  E-LOAN did not record any additional
amounts related to unearned compensation during the three and six months
ended June 30, 2000.  E-LOAN amortized $2.9 million and $6.4 million for
the three and six months ended June 30, 2000, respectively, compared to
$5.8 million and $12.3 million for the three and six months ended June
30, 1999, respectively.  The amortization of the unearned compensation
charge will continue to decrease in absolute dollars as E-LOAN is
amortizing the related expense on an accelerated basis.

**Amortization of Goodwill.**
  Amortization of goodwill was $9.9 million and
$19.9 million for the three and six months ended June 30, 2000.  There
was no amortization of goodwill in the comparable period last year.  E-
LOAN is amortizing the goodwill and acquired intangible assets related
to the acquisition of Carfinance.com on September 17, 1999, on a
straight-line basis over two years.



Other Income (Loss), net.

Other income (loss), net, increased from a loss of ($66,000) for the
three months ended June 30, 1999 to income of $201,000 for the three
months ended June 30, 2000 and increased from a loss of ($31,000)
for the six months ended June 30, 1999 to
income of $589,000 for the six months ended June 30, 2000.   The
increase is primarily attributable to the increase of interest income on
investments.

**Liquidity and Capital Resources**

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

Net cash used in operating activities was ($39.9) million and ($1.5)
million for the six months ended June 30, 1999 and 2000, respectively.
Net cash used in operating activities during the six months ended June
30, 2000, was primarily due to an increase in net losses, offset by a
reduction in loans held for sale. Net cash used in operating activities
during the six months ended June 30, 1999, was primarily due to an
increase in net losses and loans held for sale.

Net cash used in investing activities was ($1.8) million and ($3.8)
million for the six months ended June 30, 1999 and 2000, 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 $33.5 million and $18.4
million for the six months ended June 30, 1999 and 2000, respectively.
Net cash provided by financing activities during the six months ended
June 30, 2000 was primarily from proceeds of the issuance of common
stock in conjunction with the Private Placement offset by repayments on
E-LOAN'S warehouse lines of credit.  Net cash provided by financing
activities during the six months ended June 30, 1999 was primarily from
proceeds on borrowings under E-LOAN's warehouse lines of credit and
other credit facilities.

As of June 30, 2000, the Company had cash and cash equivalents of $50.8
million which E-LOAN believes is sufficient to fund operations through
profitability.

**FORWARD LOOKING STATEMENTS**

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

**FACTORS AFFECTING FUTURE OPERATING RESULTS**

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

**WE HAVE A HISTORY OF LOSSES, WE 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
$28.3 million and $47.9 million for the six months ended June 30, 1999
and 2000, respectively.  As of June 30, 2000, our accumulated deficit
was $133.5 million. Because we expect to continue to incur significant
sales and marketing expenses and our operating costs will increase to
accommodate expected growth in loan applications, we will need to
generate significant revenues to achieve and maintain profitability.
Even if we achieve profitability, we may not sustain or increase
profitability on a quarterly or annual basis in the future. If revenues
grow slower than we anticipate, or if operating expenses exceed our
expectations or cannot be adjusted accordingly, our business, results of
operations and financial condition will be adversely affected. See
"Selected Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

**WE HAVE A LIMITED OPERATING HISTORY AND CONSEQUENTLY FACE SIGNIFICANT
RISKS AND CHALLENGES IN BUILDING OUR BUSINESS**

We were incorporated in August 1996, initiated our online mortgage
operations in June 1997 and acquired our online auto operations in
September 1999. Since we began our online mortgage operations, we have
operated during only one downturn in the mortgage business, which
commenced in 1999 and is continuing. We cannot assure you that we will
be able to operate successfully if the current downturn continues
further or becomes more extensive. As a result of our limited operating
history, our recent growth and our reporting responsibilities as a
public company, we will need to expand operational, financial and
administrative systems and control procedures to enable us to further
train and manage our employees and coordinate the efforts of our
underwriting, accounting, finance, marketing, and operations
departments.

**OUR QUARTERLY FINANCIAL RESULTS ARE VULNERABLE TO SIGNIFICANT
FLUCTUATIONS AND SEASONALITY, WHICH COULD ADVERSELY AFFECT OUR STOCK
PRICE**

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.
Certain months or quarters have historically experienced a greater
volume of purchase money mortgage and auto loan applications and funded
loans. As a result, we believe that quarter-to-quarter comparisons of
our operating results are not a good indication of our future
performance. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for detailed information on our
quarterly operating results.

**INTEREST RATE FLUCTUATIONS COULD ADVERSELY AFFECT OUR BUSINESS IN SEVERAL
WAYS, INCLUDING CUSTOMERS' INCENTIVE TO REFINANCE EXISTING MORTGAGE LOANS
AND OUR COSTS OF INTERNALLY FUNDED MORTGAGE LOANS**

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

**OUR ABILITY TO ENGAGE IN PROFITABLE SECONDARY SALES OF LOANS MAY ALSO BE
ADVERSELY AFFECTED BY INCREASES IN INTEREST RATES.**

The mortgage loan purchase commitments we obtain are contingent upon our
delivery of the relevant loans to the purchasers within specified
periods. To the extent that we are unable to deliver the loans within
the specified periods and interest rates increase during those periods,
we may experience no gain or even a loss on the sale of these loans. In
addition, any increase in interest rates will increase the cost of
maintaining our warehouse and repurchase lines of credit on which we
depend to fund the loans we originate. We have recently implemented a
hedging program to manage the risk of loss due to fluctuations in
interest rates, but our hedging efforts may not be successful, and no
hedging strategy can completely eliminate interest rate risk. A sharp
decrease in interest rates over a short period may cause customers who
have interest rates on mortgages committed through 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.

**OUR HEDGING STRATEGY MAY NOT SUCCEED IN REDUCING OUR EXPOSURE TO LOSSES
CAUSED BY FLUCTUATIONS IN INTEREST RATES**

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

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

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

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

Over the past two years we have experienced significant growth, which
has placed a strain on our resources and will continue to do so in the
future. Our failure to manage this growth effectively could adversely
affect our business. We may not be successful in managing or expanding
our operations or maintaining adequate management, financial and
operating systems and controls. Our headcount has grown substantially.
At June 30, 1999 and 2000, we had 274 and 376 full-time employees,
respectively.

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

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

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

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

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

We rely on Internet distribution partners to direct a significant number
of prospective customers to our website. If we lose any of our
significant distribution partners, we will likely fail to meet our
growth objectives, both in terms of additional borrowers and increased
brand awareness. Approximately 38% and 63% of our mortgage and auto loan
applications were derived from the websites of our distribution partners
during the quarter ended, June 30, 2000, respectively. Our agreements
with our distribution partners are typically short-term, from one to
three years in length, and most can be terminated for any reason upon 30
to 60 days prior written notice. We cannot assure you that any or all of
these agreements will not be terminated or will be renewed or extended
past their current expiration dates. If any of these agreements were to
be terminated or were to lapse without extension, we could lose a
considerable number of loan applications and our business would be
adversely affected.

**THE TERMINATION OF ONE OR MORE OF OUR MORTGAGE LOAN FUNDING SOURCES WOULD
ADVERSELY AFFECT OUR BUSINESS**

We depend on GE Capital Mortgage Services, Inc. ("GE Capital") to
finance our self-funded mortgage loan activities through the warehouse
credit facility they provide. We also depend on Greenwich Capital
Financial Products, Inc. ("Greenwich Capital") to finance portions of
our mortgage loan inventory pending ultimate sale to mortgage loan
purchasers. If either of these warehouse credit facilities becomes
unavailable, our business would be adversely affected. Under our
agreements with each of these lenders, we make extensive
representations, warranties and various operating and financial
covenants. A material breach of these representations, warranties or
covenants 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 May 2001 and our
agreement with GE Capital expires in September 2000.

**WE ARE DEPENDENT ON ONE LENDING SOURCE FOR THE MAJORITY OF OUR AUTO LOAN
BUSINESS**

Currently, the majority of our auto loans are funded through Bank of
America pursuant to a Transition Services Agreement entered into in
connection with our acquisition of Electronic Vehicle Remarketing, Inc.
We currently rely on Bank of America's underwriting system for the
processing of auto loans.  If Bank of America is unable to underwrite or
fund our auto loans, we may experience delays in processing loans or an
inability to accept or process auto loan applications until we are able
to secure new sources of funding. Sufficient additional sources of
funding for our auto loans may not be available on favorable terms or at
all.

**IF WE DO NOT INCREASE THE NUMBER OF AUTO LOAN LENDERS WHO FUND THROUGH
OUR SITE OUR AUTO LOAN BUSINESS WILL NOT GROW**

To grow our auto loan business, we must broaden our offering of auto
loans to a wide range of credit profiles. Currently, the underwriting
criteria that Bank of America requires allows us to fund auto loans only
for those applicants with high credit profiles. In order to fund auto
loans for more of the applicants, we must increase the number of lenders
who make their loan products available through our site. We cannot
assure you that we will be able to enter into arrangements with
sufficient other auto loan lenders on favorable terms or at all.

**WE DEPEND ON THE TIMELY AND COMPETENT SERVICES OF VARIOUS COMPANIES
INVOLVED IN THE MORTGAGE PROCESS; IF THESE COMPANIES FAIL TO TIMELY AND
COMPETENTLY DELIVER THESE SERVICES, OUR BUSINESS AND REPUTATION WILL BE
DIRECTLY AND ADVERSELY AFFECTED**

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

**WE DEPEND ON OUR AGREEMENTS WITH THIRD PARTIES TO FUND MORTGAGE LOANS OR
FULFILL LOAN TRANSACTION PROCESSING IN 3 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 three states.  Our agreement with NetB@ank 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 ANY SIGNIFICANT PROVIDER OF AUTOMATED
UNDERWRITING WOULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS**

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

**DIFFICULTIES PRESENTED  BY INTERNATIONAL FACTORS COULD NEGATIVELY AFFECT
OUR BUSINESS**

A key part of our strategy is to develop E-LOAN-branded online
properties in international markets and we have, through joint ventures
and unconsolidated subsidiaries, developed E-LOAN properties localized
for other countries. To date, we have only limited experience in
developing localized versions of our products and marketing and
operating our products and services internationally and we rely on the
efforts and abilities of our foreign business partners in such
activities.

We believe that in light of substantial anticipated competition, we need
to move quickly into international markets in order to effectively
obtain market share. However, in a number of international markets, we
face substantial competition from other online lenders that offer or may
offer similar services. Many of these other online lenders have a
dominant market share in their territories. Further, foreign providers
of competing online services may have a substantial advantage over us in
attracting users in their country due to more established branding in
that country, greater knowledge with respect to the tastes and
preferences of users residing in that country and/or their focus on a
single market.  International markets we have selected may not develop
at a rate that supports our level of investment. In particular,
international markets typically have been slower in adoption of the
Internet generally and as an advertising and commerce medium in
particular.

In addition to uncertainty about our ability to expand our international
presence, there are certain risks inherent in doing business on an
international level, including:

> trade barriers and unexpected changes in regulatory requirements;difficulties in staffing and managing foreign operations including,
> as a result of distance, language and cultural differences;longer payment cycles and currency exchange rate fluctuations;political instability and export restrictions;seasonal reductions in business activity;risks related to government regulation; andpotentially adverse tax consequences.

We have operations in Japan, Europe, the United Kingdom, and Australia.
One or more of the factors listed above could have a material adverse
effect on our present or future international operations and,
consequently, on our business.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Establishing and maintaining our brand is critical to attracting and
expanding our customer base, solidifying our business relationships and
successfully implementing our business strategy. We cannot 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 have received customer complaints
regarding the quality of our service. If these complaints persist, they
may significantly damage our reputation and offset the efforts we make
in promoting and enhancing our brand and could have an adverse effect on
our business, results of operations and financial condition. If visitors
to our website do not perceive our existing services to be of high
quality or if we alter or modify our brand image, introduce new services
or enter into new business ventures that are not favorably received, the
value of our brand could be diluted, thereby decreasing the
attractiveness of our service to potential customers.

**OUR BUSINESS WILL SUFFER IF WE ARE UNABLE TO 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
financing hardware and certain other computer hardware operations are
located at our facilities in Jacksonville, Florida. The hardware for our
internal loan and product database, as well as our 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 OR BUSINESS**

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

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

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

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

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

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

E-LOAN originates mortgage loans and manages the market risk related to
these loans through Best Efforts and Hedging Programs.

**Best Efforts.**
  Market risk is managed by pre-selling loans 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.

**Hedging.**
  E-LOAN originates mortgage loans and sells them primarily
through whole loan sales.  The market value of mortgage loans are
sensitive to changes in market interest rates.  If interest rates rise
between the time E-LOAN commits to originate at a specific rate ("rate
lock") or originates the mortgage loans and the time the mortgage loans
are committed for sale, there may be a decline in the market value of
the mortgage loans.  To protect against such possible declines, E-LOAN
has adopted a hedging strategy.

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

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

Because E-LOAN utilizes best efforts and hedging programs, 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.

**PART II.  OTHER INFORMATION**

**ITEM 1.  LEGAL PROCEEDINGS**

On May 12, 2000, Autoeloan.com, Inc. ("Autoeloan") filed a complaint
against E-LOAN in the United States District Court for the Western
District of Texas, Austin Division. The complaint seeks a declaratory
judgment against E-LOAN for a declaration that Autoeloan is entitled to
do business under the names Autoeloan and Autoeloan.com, and that doing
so will not violate any of E-LOAN's rights under the Lanham Act or any
federal law, common law, or statutes of Texas or California; and that
the names E-Loan and E-Loan.com are generic and not subject to trademark
protection under common law, the Lanham Act or any other federal law,
common law, or Texas or California statutes. E-LOAN has not been served
with the complaint.

On May 23, 2000, Mobile Internet Technologies, LLC, d/b/a Auto2Auto
("Auto2Auto") initiated an action against E-LOAN and two employees in
the United States District Court for the Middle District of Florida,
entitled Mobile Internet Technologies, LLC, d/b/a Auto2Auto v. E-LOAN,
Inc. et al.  The complaint alleges causes of action against all
defendants for violation of Florida's Uniform Trade Secrets Act and
Deceptive and Unfair Trade Practices Act, misappropriation of
Auto2Auto's idea, and unjust enrichment, and alleges causes of action
against Danford and Kubayama for breach of contract and breach of an
implied-in-fact contract.  The complaint seeks an order (i) permanently
enjoining E-LOAN from using Auto2Auto's trade secrets, and (ii)
requiring E-LOAN to account to Auto2Auto for all profits, revenues and
advantages derived from any improper use by E-LOAN of Auto2Auto's trade
secrets. The complaint further seeks actual and punitive damages,
attorneys' fees, and costs of suit from the defendants. On July 26, 2000
the court ruled in favor of E-LOAN and denied a motion by Auto2Auto for
a preliminary injunction, which would have enjoined E-LOAN from further
developing its person-to-person auto-financing program.

Our ultimate legal and financial liability with respect to these matters
cannot be estimated with certainty, but we believe, based on our
examination of such matters, that none of these proceedings, if
determined adversely, would have a material adverse effect on our
business, financial condition or results.

**ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS**

(c)     Recent Sales of Unregistered Securities.

On June 15, 2000, pursuant to a securities purchase agreement dated as
of April 25, 2000, the Company issued and sold an aggregate of
10,666,664 shares of common stock at a purchase price of $3.75 per
share, for aggregate cash consideration of $39,999,990, to six
institutional investors.  The securities were issued in reliance on the
private placement exemption under Section 4(2) of the Securities Act of
1933, as amended.

On June 15, 2000, the Company issued 13,100,000 warrants to purchase
common stock in two tranches.  The first tranche of 6.5 million warrants
have a three-year term and are exercisable at $3.75 per share.  The
second tranche consists of 6.6. million warrants with a three and a
quarter year term and are exercisable at $15.00 per share.  The warrants
were issued to Charles Schwab & Co., Inc., an affiliate of the Charles
Schwab Corporation, pursuant to a marketing agreement in which Schwab
has agreed to provide certain marketing services to the Company
including the development of a co-branded website on which the Company
will offer its services to Schwab's customers.   The warrants were
issued in reliance on the private placement exemption under Section 4(2)
of the Securities Act of 1933, as amended.

(d)     Use of Proceeds from Registered Securities.
On July 2, 1999 the Company completed an initial public offering in
which it sold 4,020,000 shares of its common stock and 5,000 shares were
sold by a selling stockholder. The managing underwriters of 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.

From June 28, 1999, the effective date of the Registration Statement, to
June 30, 2000, the Company has used approximately $50 million of the
initial public offering proceeds for working capital purposes, including
expenses associated with advertising campaigns, brand-name promotions
and other marketing efforts and capital expenditures. All amounts
represent estimates of direct or indirect payments of amounts to third
parties. No amounts were paid directly or indirectly for the above
purposes to directors or officers of the Company, to persons owning ten
percent or more of any class of equity securities of the Company, or to
affiliates of the Company. The use of proceeds described above does not
represent a material change in the use of proceeds described in the
offering prospectus.

**ITEM 3.  DEFAULTS UPON SENIOR SECURITIES**

None

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

At the Company's Annual Meeting of Stockholders held on June 14, 2000,
the following matters were submitted to a vote of the stockholders of
the Company.

> (i)  The election of Ira M. Ehrenpreis and Wade Randlett as Class I
> directors to serve a three-year term expiring 2003.



|**Nominees** | **Shares Voted in Favor** | **Shares Withheld**
|------------ | ------------------------- | -------------------

(ii)  An amendment to the Company's Restated Certificate of Incorporation
(a) to increase the authorized number of shares of Common Stock from
70,000,000 to 150,000,000, (b) to permit actions of the stockholders to be
taken by written consent, and (c) to permit the Board of Directors of the
Company to determine the number of directors pursuant to the Company's
Restated Bylaws was approved by a vote of 30,249,366 in favor, 194,528
against, and 146,747 abstaining.  There were 4,246,781 broker non-votes.

(iii)  The issuance of Company common stock to investors and warrants to
a strategic partner was approved by a total of 28,752,582 votes in
favor, 154,409 votes against, and 1,683,650 abstaining. There were
4,246,781 broker non-votes.

(iv)  The appointment of PricewaterhouseCoopers LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000 was
approved by a total of 34,793,410 votes in favor, 26,577 votes against,
and 17,435 abstaining.  There were no broker non-votes

**ITEM 5. OTHER INFORMATION**

**ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K**

> (a)     Exhibits:



|**Exhibit Number** | **Description of Document**                                                                                        
|------------------ | -------------------------------------------------------------------------------------------------------------------
|3.1                | Certificate of Incorporation of E-LOAN as currently in effect                                                      
|10.61+             | Auto Loan Purchase and Sale Agreement between AmeriCredit Financial Services
and the Company, dated June 5, 2000   
|10.62+             | Auto Loan Purchase and Sale Agreement between Bank of America and the Company
dated May 16, 2000                   
|10.63+             | Co-branded Web Services Referral Agreement between eBay Inc. and the Company
dated April 21, 2000                  
|10.64+             | Systems and Marketing Agreement between H&R Block Mortgage Corporation and
the Company dated March 21, 2000        
|10.65+             | Auto Loan and Purchase and Sale Agreement between TranSouth Fianncial Corporation
and the Company dated May 4, 2000
|10.66+             | Auto Loan Purchase and Sale Agreement Wells Fargo Bank, N.A. - Auto Finance Group
and the Company dated May 1, 2000
|10.67+             | Financial Services Agreement between WFS Financial Inc. and the Company dated
April 24, 2000                       
|27.1               | Financial Data Schedule                                                                                            

> + Confidential treatment requested
> 
> 
> 
> (b)     Reports on Form 8-K



|**Date** | **Item** | **Description**
|-------- | -------- | ---------------

---

**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.

| | 
| | 
| | 

Dated: August 14, 2000



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

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

---

**Exhibit Index**



|**Exhibit Number** | **Description of Document**                                                                                        
|------------------ | -------------------------------------------------------------------------------------------------------------------
|3.1                | Certificate of Incorporation of E-LOAN as currently in effect                                                      
|10.61+             | Auto Loan Purchase and Sale Agreement between AmeriCredit Financial Services
and the Company, dated June 5, 2000   
|10.62+             | Auto Loan Purchase and Sale Agreement between Bank of America and the Company
dated May 16, 2000                   
|10.63+             | Co-branded Web Services Referral Agreement between eBay Inc. and the Company
dated April 21, 2000                  
|10.64+             | Systems and Marketing Agreement between H&R Block Mortgage Corporation and
the Company dated March 21, 2000        
|10.65+             | Auto Loan and Purchase and Sale Agreement between TranSouth Fianncial Corporation
and the Company dated May 4, 2000
|10.66+             | Auto Loan Purchase and Sale Agreement Wells Fargo Bank, N.A. - Auto Finance Group
and the Company dated May 1, 2000
|10.67+             | Financial Services Agreement between WFS Financial Inc. and the Company dated
April 24, 2000                       
|27.1               | Financial Data Schedule                                                                                            

> + Confidential treatment requested

---