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

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                        Commission File Number: 000-25621

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

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

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

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

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes [X]     No [_]

    As of May 10, 2001, 53,825,637 shares of the Registrant's Common Stock,
$0.001 par value per share, were issued and outstanding.

<PAGE>


                                  E-LOAN, INC.

                                    FORM 10-Q


                                      INDEX

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (unaudited):

          Balance Sheets as of December 31, 2000 and March 31, 2001

          Statements of Operations for the three months ended March 31, 2000 and
          March 31, 2001

          Statements of Cash Flows for the three months ended March 31, 2000 and
          March 31, 2001

          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

                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                  E-LOAN, INC.
                                 BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  December 31,           March 31,
                                                                                      2000                  2001
                                                                                                        (UNAUDITED)
                                                                               ------------------    ------------------
<S>                                                                                       <C>                  <C>
                                    ASSETS
Current assets:
     Cash and cash equivalents (includes $0 and $4,500 of restricted cash) ..             $28,459               $24,801
     Loans held-for-sale ....................................................              22,745                36,768
     Accounts receivable, prepaids and other current assets .................              10,360                12,506
                                                                               ------------------    ------------------
         Total current assets ...............................................              61,564                74,075
Fixed assets, net ...........................................................               8,025                 7,766
Deposits and other assets ...................................................               2,010                 2,023
Goodwill and intangible assets ..............................................              28,144                18,211
                                                                               ------------------    ------------------
         Total assets .......................................................             $99,743              $102,075
                                                                               ==================    ==================

                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Warehouse lines payable ................................................             $17,678               $28,810
     Accounts payable, accrued expenses and other current liabilities .......              11,928                11,233
     Capital lease obligation ...............................................                 396                   359
     Notes payable ..........................................................               1,167                 6,167
                                                                               ------------------    ------------------
         Total current liabilities ..........................................              31,169                46,569
Capital lease obligations ...................................................                 213                   137
Notes payable ...............................................................                 875                   583
                                                                               ------------------    ------------------
         Total liabilities ..................................................              32,257                47,289
                                                                               ------------------    ------------------

COMMITMENTS AND CONTINGENCIES (Note 9):


Stockholders' equity:
Common stock,  150,000,000  $0.001 shares  authorized,  53,449,236  and
   53,661,178  shares issued and  outstanding  at December 31, 2000 and
   March 31, 2001 .....................................................                        53                    54
Less: subscription receivable ...............................................                 (4)                   (4)
Marketing services receivable ...............................................             (5,970)               (2,985)
Unearned compensation .......................................................             (8,625)               (6,673)
Additional paid-in-capital ..................................................             259,366               258,042
Accumulated deficit .........................................................           (177,334)             (193,648)
                                                                               ------------------    ------------------
         Total stockholders' equity .........................................              67,486                54,786
                                                                               ------------------    ------------------
         Total liabilities and stockholders' equity .........................             $99,743              $102,075
                                                                               ==================    ==================
</TABLE>

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

                                       3
<PAGE>


                                  E-LOAN, INC.
                            STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                   March 31,
                                                                          2000                  2001
                                                                    ------------------    ------------------
<S>                                                                         <C>                   <C>
Revenues .........................................................             $7,113               $16,367
Less: subscription receivable ....................................
Operating expenses:
     Operations ..................................................              6,836                11,488
     Sales & Marketing ...........................................              9,134                 4,831
     Technology ..................................................              1,122                 1,783
     General & Administration ....................................              1,789                 1,488
     Non cash marketing costs ....................................                  -                 2,985
     Amortization of unearned compensation .......................              3,468                   257
     Amortization of goodwill and intangible assets ..............              9,933                 9,933
                                                                    ------------------    ------------------
         Total operating expenses ................................             32,282                32,765
                                                                    ------------------    ------------------
     Loss from operations ........................................           (25,169)              (16,398)
                                                                    ------------------    ------------------
Other income, net ................................................                388                    84
                                                                    ------------------    ------------------
Net loss .........................................................          $(24,781)             $(16,314)
                                                                    ==================    ==================
Net loss per share:
     Basic and diluted ...........................................            ($0.59)               ($0.30)
                                                                    ==================    ==================
Weighted average shares-
     Basic and diluted ...........................................             41,891                53,623
                                                                    ==================    ==================
</TABLE>


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

                                       4
<PAGE>


                                  E-LOAN, INC.
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                          March 31,
                                                                                     2000          2001
                                                                                  ---------     ---------
<S>                                                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss .................................................................     $(24,781)     $(16,314)
    Adjustments to reconcile net loss to cash used in operating activities:
        Amortization of unearned compensation ................................        3,468           257
        Amortization of goodwill and intangible assets .......................        9,933         9,933
        Amortization of non-cash marketing costs .............................           --         2,985
        Depreciation .........................................................          420           954
        Changes in operating assets and liabilities:
             Loans held for sale .............................................       10,532       (14,022)
             Accounts receivable, prepaids, deposits and other assets ........        1,152        (1,861)
             Accounts payable, accrued liabilities, and other payables .......         (695)       (1,828)
                                                                                  ---------     ---------
                 Net cash used in operating activities .......................       (1,104)      (18,763)
                                                                                  ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of furniture and equipment ......................................       (1,500)         (695)
                                                                                  ---------     ---------
                 Net cash used in investing activities .......................       (1,500)         (695)
                                                                                  ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock, net ..............................          242            73
    Proceeds from warehouse lines payable ....................................      177,943       497,440
    Repayments of warehouse lines payable ....................................     (187,158)     (486,308)
    Proceeds from notes payable ..............................................           --         5,000
    Payments on notes payable ................................................         (292)         (292)
    Payments on obligations under capital lease ..............................          (78)         (113)
                                                                                  ---------     ---------
                 Net cash (used in) provided by financing activities .........       (9,343)       15,800
                                                                                  ---------     ---------
    Net decrease in cash .....................................................      (11,947)       (3,658)
                                                                                  ---------     ---------
    Cash and cash equivalents at beginning of period .........................       37,748        28,459
                                                                                  ---------     ---------
    Cash and cash equivalents at end of period ...............................      $25,801       $24,801
                                                                                  =========     =========

SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid for interest ...................................................         $819        $2,881
                                                                                  =========     =========
</TABLE>

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

                                       5
<PAGE>


                                  E-LOAN, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.   THE COMPANY

E-LOAN, Inc. (the "Company") was incorporated on August 26, 1996 and began
marketing its services in June 1997. The Company is a provider of first and
second mortgage loans, home equity loans, auto loans, and 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 March 31, 2000 and 2001 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 March 31, 2000 and 2001. 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, 2000. The results for the three months ended
March 31, 2001 are not necessarily indicative of the expected results for the
year ending December 31, 2001.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

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

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid monetary instruments with an original
maturity of three months or less from the date of purchase and documentary
drafts, to be cash equivalents. Cash equivalents are carried at amortized cost,
which approximates fair value. In accordance with financial covenants governing
a warehouse line payable, the Company must maintain a minimum cash and cash
equivalents balance of the higher of $20 million (including Restricted Cash) or
the highest amount required by any other lender or agreement. In February 2001,
the Company renewed its $200 million warehouse line requiring the restriction of
$4.5 million in cash as additional collateral. The following summarizes cash and
cash equivalents at December 31, 2000 and March 31, 2001 ($000s):

                                     DECEMBER 31,          MARCH 31,
                                         2000                 2001
                                  ------------------   -----------------

Cash                                        $12,290             $12,418
Commercial paper                              8,524               3,491
Documentary drafts                            7,645               4,392
Restricted cash                                  --               4,500
                                  ------------------   -----------------
                                            $28,459             $24,801
                                  ==================   =================

                                       6
<PAGE>


DOCUMENTARY DRAFTS

The Company originates auto loans directly to consumers through the use of a
documentary draft process. This process requires the borrower and the auto
dealer to provide a series of supporting documents in order to complete the
loan. Examples of required supporting documentation include copies of the
borrower's driver's license, bill of sale, proof of insurance, and application
for title registration.

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

DERIVATIVE INSTRUMENTS

On June 15, 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). SFAS No. 133 requires that
all derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings. The Company adopted SFAS 133 on January 1, 2001. Adoption of this
pronouncement resulted in a transition adjustment of a $0.2 million gain, which
was recorded as a component of mortgage revenue. For the three months ended
March 31, 2001, the Company recorded $40,000 as a component of mortgage revenue
related to recording changes in fair value of derivatives and underlying hedged
loans in accordance with SFAS 133. The FASB is currently reviewing certain
implementation guidance which could affect the transition adjustment amounts for
commitments to originate loans. Hedging activities are further discussed in
Note 9.

NET 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 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 for the period by the weighted
average number of common and potential dilutive shares outstanding during the
period, to the extent such common equivalent shares are dilutive. Potential
dilutive shares outstanding are composed of incremental common shares issuable
upon the exercise of stock options and warrants.

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

                                                         Three Months Ended
                                                              March 31,
                                                        2000            2001
                                                   ------------    ------------
     Numerator:
         Net loss ..............................       $(24,781)       $(16,314)
     Denominator:

         Weighted average common shares
           basic and diluted ...................     41,891,336      53,623,303
                                                   ------------    ------------
     Net loss per share:
         Basic and diluted .....................         $(0.59)         $(0.30)
                                                   ------------    ------------

4.       LOANS HELD-FOR-SALE

The inventory of mortgage loans consists primarily of first trust deed mortgages
on residential properties located throughout the United States. As of
December 31, 2000 and March 31, 2001, the Company had net mortgage


                                       7
<PAGE>


loans held-for-sale of $22.7 million and $30.4 million, all of which are on
accrual basis. All mortgage loans held-for-sale are pledged as collateral for
borrowings at December 31, 2000 and March 31, 2001 (see Note 6).

The inventory of auto loans consists primarily of loans against new and used
automobiles located throughout the United States. As of December 31, 2000 and
March 31, 2001, the Company had loans held-for-sale of $4.1 million and $6.3
million, all of which are on accrual basis.

5.   NOTES PAYABLE

On March 31, 2001, the Company obtained $5 million in interim financing through
the issuance of promissory notes to two existing stockholders. The borrowings
have an interest rate of 8%. As discussed in Note 10, these borrowings were
repaid in full plus interest by April 4, 2001.

6.   WAREHOUSE LINES PAYABLE

As of March 31, 2001, 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 June 30, 2001. Upon expiration, management believes it will either
renew its existing line or obtain sufficient additional lines. At December 31,
2000 and March 31, 2001 approximately $17.2 million and $25.7 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
March 31, 2001.

The Company has an agreement to finance up to $200 million of mortgage loan
inventory pending sale of these loans to the ultimate mortgage loan investors.
Of this amount, $100 million is available in committed funds. This loan
inventory financing is secured by the related mortgage loans. The interest rate
charged on these borrowings against these funds is based on LIBOR plus various
percentage points. The line expires February 23, 2002. Upon expiration,
management believes it will either renew its existing line or obtain sufficient
additional lines. At December 31, 2000 and March 31, 2001, there were no
outstanding amounts under this financial commitment. This agreement includes
various financial and non-financial covenants. At March 31, 2001, the Company
was in compliance with these covenants.

7.   REVENUES AND OTHER INCOME, NET

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

                                                       Three Months Ended
                                                            March 31,
                                                      2000            2001
                                                  ------------    ------------
     Mortgage revenues .......................          $7,215          $3,139
     Interest income on mortgage
       and home equity loans .................             681           3,027
     Home equity line of credit ..............              --             622
     Auto revenues ...........................           3,145           5,281
     Credit card and other ...................             148             222
                                                  ------------    ------------
     Total revenues ..........................          $7,113         $16,367
                                                  ============    ============

                                       8
<PAGE>

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

                                                        Three Months Ended
                                                              March 31,
                                                        2000           2001
                                                     ----------     ----------
     Interest on short-term investments .........          $553           $156
     Interest expense on non-warehouse
       facility borrowings ......................           (89)           (74)
     Equity investment gain (loss) ..............           (67)             5
     Other ......................................            (9)            (3)
                                                     ----------     ----------
                                                           $388            $84
                                                     ==========     ==========


8.   OPERATING EXPENSES

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

                                                        Three Months Ended
                                                             March 31,
                                                        2000           2001
                                                     ----------     ----------
     Compensation and benefits ..................        $5,488         $7,032
     Processing costs ...........................         1,283          1,641
     Advertising and marketing ..................         8,019          4,356
     Professional services ......................         1,251          1,139
     Occupancy costs ............................           829            905
     Computer and interest ......................           246            305
     General and administrative .................         1,036          1,331
     Interest expense on warehouse borrowings ...           729          2,881
     Non-cash marketing costs ...................            --          2,985
     Amortization of unearned compensation ......         3,468            257
     Amortization of goodwill
       and intangible assets ....................         9,933          9,933
                                                     ----------     ----------

     Total Operating Expenses ...................       $32,282        $32,765
                                                     ==========     ==========

9.   COMMITMENTS AND CONTINGENCIES

FINANCIAL INSTRUMENT CONTINGENCIES

E-LOAN originates mortgage and home equity loans and manages the market risk
related to these loans through various hedging programs.

LOAN COMMITMENTS AND HEDGING ACTIVITIES

On January 1, 2001, the Company adopted SFAS 133, as amended, in accounting for
its derivative financial instruments, SFAS 133 requires all derivative
instruments to be recorded on the balance sheet at fair value. The Company's
interest rate lock commitments and sell forward commitments (mandatory and
non-mandatory) are recorded as derivative instruments. The fair value of the
interest rate lock commitments and sell forward commitments represents the
change in fair value resulting from interest rate movements subsequent to
entering into the interest rate lock and sell forward commitments.

Upon receiving a locked commitment from a borrower ("rate lock"), the Company
simultaneously enters into either a mandatory sell forward agreement with
certain institutional investors or a non-mandatory forward sale agreement with
the ultimate investor. At March 31, 2001, the Company was a party to commitments
to fund loans at interest rates previously agreed (locked) by both the Company
and the borrower for specified periods of time. Rate locks with the borrowers
are on a best-efforts basis, and borrowers are not obligated to enter into the
loan agreement. A rate lock, which does not result in a funded loan, is referred
to as fallout. As the Company is exposed to movements in interest rates after
entering into rate locks, the Company must estimate fallout if interest rate
risk is to be hedged with a mandatory sell forward agreement. At March 31, 2001,
the Company had provided locks to originate loans amounting to approximately
$88.0 million (the "locked pipeline").

                                       9
<PAGE>


The Company originates mortgage loans and sells them primarily through whole
loan sales. The market values of mortgage loans are sensitive to changes in
market interest rates. If interest rates rise between the time the Company
enters into a rate lock with the borrower, the subsequent funding of the loan
and the time the mortgage loans are committed for sale, there may be a decline
in the market value of the mortgage loans. To protect against such possible
declines, the Company has adopted a hedging strategy.

The Company retains the services of Tuttle Risk Management Services Inc.
("TRMS"), an unaffiliated advisory firm specializing in mortgage loan pipeline
management to assist the Company in minimizing the interest rate risk associated
with the time lag between when loans are rate-locked and when they are committed
for sale or exchanged in the secondary market. Individual mortgage loan risks
are aggregated by note rate, mortgage loan type and stage in the pipeline, and
are then matched, based on duration, with the appropriate hedging instrument,
thus mitigating basis risk until closing and delivery. The Company currently
hedges its mortgage pipeline through mandatory forward sales of Fannie Mae
mortgage-backed securities and non-mandatory forward sales agreements with the
ultimate investor. The Company determines which alternative provides the best
execution in the secondary market. As a managed account of TRMS, the Company is
able to take advantage of 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 March 31, 2001, the Company had entered into mandatory sell forward
commitments amounting to approximately $43.0 million. The Company adjusts the
amount of mandatory sell forward commitments held to offset changes in the
locked pipeline and changes in the market during the three months ending
March 31, 2001, the Company did not designate mandatory sell forward commitments
as hedges.

At March 31, 2001, the Company had entered into non-mandatory forward loan sale
agreements amounting to approximately $52.9 million. These forward loan sale
agreements do not subject the Company to mandatory delivery and there is no
penalty if the Company does not deliver into the commitment. The Company is
exposed to the risk that these counterparties may be unable to meet the terms of
these sale agreements. The investors are well-established U.S. financial
institutions; the Company does not require collateral to support these
commitments, and there has been no failure on the part of the counterparties to
meet the terms of these agreements to date. The Company designates all
non-mandatory forward sale agreements as fair value hedges for underlying loans
at funding. The Company did not have a material gain or loss representing the
amount of hedge ineffectiveness related to non-mandatory forward sale agreements
during the quarter ended March 31, 2001.

FUTURE COMMITMENTS

The Company has future payment commitments for leases and marketing services
agreements aggregating $4.9 million, $9.5 million, $14.0 million, $8.2 million,
and $0.2 million for the years 2001 through 2005, respectively.

10.  SUBSEQUENT EVENTS

On April 2, 2001, the Company entered into an agreement for a $25 million line
of credit for the interim financing of auto loans. The interest rate charged on
this line is based on LIBOR plus 2.5%. The committed line expires on April 1,
2002. This line includes various financial and non-financial covenants. These
covenants are no more restrictive than those on the Company's existing credit
facilities.

On April 2, 2001, the Company entered into a loan agreement with an officer and
stockholder of the Company that provides the Company with the ability to draw
funds up to an aggregate of $7.5 million upon demand. The borrowings have an
interest rate of the lower of 12% or the maximum legal rate allowed. Any amounts
outstanding under this agreement are due and payable no earlier than January 5,
2002.

On April 4, 2001, the Company repaid in full plus interest the $5 million in
interim financing obtained March 31, 2001 from two existing stockholders.

                                       10
<PAGE>


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

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

OVERVIEW

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

MORTGAGE REVENUES

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

HOME EQUITY REVENUES

In the fourth quarter of 2000, E-LOAN began home equity loan origination and
sale operations. E-LOAN's home equity revenues are derived from the origination
and sale of self-funded loans. Self-funded loans are funded through E-LOAN's own
warehouse lines of credit and sold to home equity loan purchasers. Self-funded
loan revenues consist of proceeds in excess of the carrying value of the loan,
origination fees less certain direct origination costs, other processing fees
and interest paid by borrowers on loans that E-LOAN holds for sale. These
revenues are recognized at the time the loan is sold or, for interest income, as
earned during the period from funding to sale.

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 funded using E-LOAN's balance sheet and sold to auto loan
purchasers. In April 2001, E-LOAN began funding its auto loans prior to sale
with borrowings against an auto line of credit. 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!,
United Mileage Plus (R), Kelley Blue Book and bankrate.com to be the most
critical to its ability to generate revenues. Schwab and Yahoo! have made equity
investments in E-LOAN.

                                       11
<PAGE>


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
                                                               March 31,
                                                          2000          2001
                                                       ----------    ----------
     Revenues ......................................         100%          100%
     Operating expenses:
          Operations ...............................          96%           70%
          Sales and marketing ......................         128%           30%
          Technology ...............................          16%           11%
          General and administrative ...............          25%            9%
          Amortization of non-cash marketing
            costs ..................................           0%           18%
          Amortization of unearned compensation ....          49%            2%
          Amortization of goodwill and
            intangible assets ......................         140%           61%
                                                       ----------    ----------
          Total operating expenses .................         454%          201%
                                                       ----------    ----------
     Loss from operations ..........................        -354%         -101%
          Other income, net ........................           5%            1%
                                                       ----------    ----------
                    Net loss .......................        -349%         -100%
                                                       ==========    ==========

PRO FORMA NET LOSS (SUPPLEMENTAL)

Pro forma net loss for the first quarter of 2001 was $3.1 million, with a pro
forma net loss per share of $0.06 on 53.6 million shares. This compares to a pro
forma net loss of $11.4 million in the first quarter of 2000, with a pro forma
net loss per share of $0.27 on 41.9 million 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
Electronic Vehicle Remarketing, Inc., and amortization of non-cash marketing
costs related to the issuance of warrants to purchase the Company's common
stock. These pro forma results are provided as supplemental information, which
are non-GAAP measures of performance.

REVENUES

Revenues increased to $16.4 million for the three months ended March 31, 2001
from $7.1 million for the three months ended March 31, 2000. A significant
portion of this increase resulted from growth in the number of mortgage, home
equity and auto loans closed and sold. Mortgage revenues in the three months
ended March 31, 2001 benefited from an increase in refinance loans due to
falling interest rates as compared to the three months ended March 31, 2000.
Revenue in the three months ended March 31, 2001 also benefited from the first
full quarter of home equity revenue, which E-LOAN began funding in the fourth
quarter of 2000.

OPERATING EXPENSES

TOTAL OPERATING EXPENSES. Total operating expenses increased $0.5 million to
$32.8 million for the three months ended March 31, 2001 from $32.3 million for
the three months ended March 31, 2000. The increase was primarily due to an
increase in amortization of non-cash marketing costs related to the issuance of
warrants to purchase the Company's stock, processing costs due to increased
volumes, and increased interest expense on warehouse borrowings, offset by a
decrease in advertising costs.

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

                                       12
<PAGE>


$11.5 million for the three months ended March 31, 2001 from $6.8 million for
the three months ended March 31, 2000. Operations expense decreased as a
percentage of revenue from 96% to 70% for the three months ended March 31, 2000
and 2001, respectively. The increase in absolute dollars is primarily due to
greater loan volume and interest expense related to a higher percentage of
self-funded loans. E-LOAN expects operations expenses to trend lower as a
percentage of revenues going forward as it further streamlines the loan process
and leverages its fixed costs over growing loan volume.

SALES AND MARKETING. Sales and marketing expense is primarily comprised of
expenses (excluding non-cash marketing costs) related to advertising, promotion
and distribution partnerships and employee compensation and other expenses
related to personnel. Sales and marketing expense decreased to $4.8 million for
the three months ended March 31, 2001 from $9.1 million for the three months
ended March 31, 2000. Sales and marketing expense decreased as a percentage of
revenue from 128% to 30% for the three months ended March 31, 2000 and 2001,
respectively. Sales and marketing expenses are expected to stay relatively
constant in absolute dollars in the upcoming quarters.

TECHNOLOGY. Technology expense includes employee compensation, the introduction
of new technologies and the support of E-LOAN's existing technological
infrastructure. Technology expense increased to $1.8 million for the three
months ended March 31, 2001 from $1.1 million for the three months ended
March 31, 2000. Technology expense decreased as a percentage of revenue from 16%
to 11% for the three months ended March 31, 2000 and 2001, respectively. The
increase in absolute dollars was primarily the result of the growth in
engineering and management information systems personnel to support the
expansion of online operations. Technology expenses are expected to stay
relatively constant in absolute dollars in the upcoming quarters.

GENERAL AND ADMINISTRATIVE. General and administrative expense is primarily
comprised of employee compensation and professional services. General and
administrative expense decreased to $1.5 million for the three months ended
March 31, 2001 from $1.8 million for the three months ended March 31, 2000.
General and administrative expense decreased as a percentage of revenue from 25%
to 9% for the three months ended March 31, 2000 and 2001, respectively. General
and administrative expenses are expected to stay relatively constant in the
upcoming quarters.

NON-CASH MARKETING COSTS. In connection with a strategic marketing agreement
signed in July 2000, E-LOAN issued two warrants to purchase a total of 13.1
million shares of common stock. The first warrant to purchase 6.5 million shares
of common stock has a three year term and is exercisable at $3.75 per share. The
second warrant to purchase 6.6 million shares of common stock has a three and a
quarter year term and is exercisable at $15.00 per share. The fair value of the
warrants, as determined at the date of grant using the Black-Scholes option
pricing model was $12.5 million and was recorded as a contra-equity account
called marketing services receivable. The marketing services receivable is being
amortized on a straight-line basis over a one-year term. For the three months
ended March 31, 2001, E-LOAN incurred a $3.0 million non-cash charge related to
the amortization of the marketing services receivable.

AMORTIZATION OF UNEARNED COMPENSATION. Amortization of unearned compensation
decreased from $3.5 million for the three months ended March 31, 2000 to $0.3
million for the three months ended March 31, 2001. The amortization of the
unearned compensation charge will continue through the first quarter of 2003 on
an accelerated basis with adjustments for cancellation of options related to
employee turnover.

AMORTIZATION OF GOODWILL. Amortization of goodwill was $9.9 million for the
three months ended March 31, 2000 and 2001. E-LOAN is amortizing the goodwill
and acquired intangible assets related to the acquisition of Electronic Vehicle
Remarketing, Inc. on September 17, 1999, on a straight-line basis over two
years.

OTHER INCOME, NET. Other income, net, decreased from $0.4 million for the three
months ended March 31, 2000 to $84,000 for the three months ended March 31,
2001. The decrease is primarily attributable to the decrease of interest income
on investments.

LIQUIDITY AND CAPITAL RESOURCES

E-LOAN's sources of cash flow include cash from the sale of mortgage, home
equity and auto loans, borrowings under warehouse lines of credit and other
credit facilities, brokerage fees, interest income, credit card referrals and

                                       13
<PAGE>


the sale of equity securities in both private and public transactions. E-LOAN's
uses of cash include the funding of mortgage, home equity and auto loans,
repayment of amounts borrowed under warehouse lines of credit, operating
expenses, payment of interest, and capital expenditures primarily comprised of
furniture, fixtures, computer equipment, software and leasehold improvements.

Net cash used in operating activities was ($1.1) million and ($18.8) million for
the three months ended March 31, 2000 and 2001, respectively. Net cash used in
operating activities during the three months ended March 31, 2001 increased
primarily due to an increase in loans held for sale and other assets, offset by
a lower net loss. Net cash used in operating activities during the three months
ended March 31, 2000, was primarily due to an increase in net losses and loans
held for sale.

Net cash used in investing activities was ($1.5) million and ($0.7) million for
the three months ended March 31, 2000 and 2001, respectively. Net cash used in
investing activities during these periods was primarily for the purchase of
software, furniture, equipment and leasehold improvements.

Net cash (used) provided by financing activities was ($9.3) million and $15.8
million for the three months ended March 31, 2000 and 2001, respectively. Net
cash (used) provided by financing activities in these periods was primarily from
(repayments on) proceeds from borrowings under E-LOAN's warehouse lines of
credit and other credit facilities.

As of December 31, 2000 and March 31, 2001, the Company had a warehouse line of
credit for borrowings of up to $50 million for the interim financing of mortgage
loans. The interest rate charged on borrowings against these funds is variable
based on the commercial paper rate of the lender plus various percentage rates.
Borrowings are collateralized by the mortgage loans held-for-sale. The committed
line of credit expires on June 30, 2001. Upon expiration, management believes it
will either renew its existing line or obtain sufficient additional lines. This
line of credit agreement generally requires E-LOAN to comply with various
financial and non-financial covenants. In particular, E-LOAN must maintain a
minimum unrestricted cash balance of $15 million in addition to the requirement
that E-LOAN maintain at least one other warehouse facility of no less than $100
million. Failure to comply with these, or any other covenants, could result in
the obligation to repay all amounts then outstanding at the time of termination.
E-LOAN was in compliance with these covenants during the year ended and at
December 31, 2000 and March 31, 2001.

The Company has an agreement to finance up to $200 million of mortgage loan
inventory pending sale of these loans to the ultimate mortgage loan investors.
Of this amount, $100 million is available in committed funds. This loan
inventory financing is secured by the related mortgage loans. The interest rate
charged on borrowings against these funds is based on LIBOR plus various
percentage points. The line expires February 23, 2002. This agreement includes
various financial and non-financial covenants. In particular, the Company must
maintain a minimum cash and cash equivalents balance of the higher of $20
million (including Restricted Cash) or the highest amount required by any other
lender or agreement. In February 2001, the Company renewed its $200 million
warehouse line requiring the restriction of $4.5 million in cash as additional
collateral. Additionally, the Company is required to maintain at least one other
warehouse facility of no less than $50 million. Failure to comply with these, or
any other covenants, could result in the obligation to repay all amounts then
outstanding at the time of termination. The Company was not in compliance with
certain of these covenants during the year ended December 31, 2000 and
subsequently obtained a waiver from the lender. E-LOAN was in compliance with
these covenants at December 31, 2000 and March 31, 2001.

On April 2, 2001, the Company entered into an agreement for a $25 million line
of credit for the interim financing of auto loans. The interest rate charged on
this line is based on LIBOR plus 2.5%. The committed line expires on April 1,
2002. This line includes various financial and non-financial covenants. These
covenants are no more restrictive than those on the Company's existing credit
facilities.

On March 31, 2001, the Company obtained $5 million in interim financing through
the issuance of promissory notes to two existing stockholders. The borrowings
had an interest rate of 8%. These borrowings were repaid in full plus interest
by April 4, 2001. In addition, on April 2, 2001, the Company entered into a loan
agreement with an officer and stockholder of the Company that provides the
Company with the ability to draw funds up to an aggregate of

                                       14
<PAGE>


$7.5 million upon demand. The borrowings have an interest rate of the lower of
12% or the maximum legal rate allowed. Any amounts outstanding under this
agreement are due and payable no earlier than January 5, 2002.

E-LOAN believes that its existing cash and cash equivalents as of March 31, 2001
and subsequent lines of credit obtained through April 2, 2001, will be
sufficient to fund its operating activities, capital expenditures and other
obligations through the remainder of the year.

FORWARD LOOKING STATEMENTS

The statements contained in this Report that are not historical facts are
"forward-looking statements" (as such term is defined in Section 27A of the
Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934),
which can be identified by the use of forward-looking terminology such as
"estimated," "projects," "anticipated," "expects," "intends," "believes," or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. These
forward-looking statements, such as the Company's plans to increase the number
of purchase loans, the relative importance of loans E-LOAN originates and sells
and growth in the number of applications received, statements regarding
development of E-LOAN's business, future operating results, anticipated capital
expenditures, the expectations as to the use of the capital resource and the
availability of additional financing, and other statements contain in this
Report regarding matters that are not historical 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 $24.8 million and
$16.3 million for the three months ended March 31, 2000 and 2001, respectively.
As of March 31, 2001, our accumulated deficit was $193.6 million. Because we
expect 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.

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

We were incorporated in August 1996, initiated our online mortgage operations in
June 1997 and acquired our online auto operations in September 1999. We cannot
assure you that we will be able to operate successfully if a downturn in the
mortgage business occurs. As a result of our limited operating history, our
recent growth and our reporting responsibilities as a public company, we may
need to expand operational, financial and administrative

                                       15
<PAGE>


systems and control procedures to enable us to further train and manage our
employees and coordinate the efforts of our underwriting, accounting, finance,
marketing, and operations departments.

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

Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors. Certain months or quarters have historically
experienced a greater volume of purchase money mortgage and auto loan
applications and funded loans. As a result, we believe that quarter-to-quarter
comparisons of our operating results are not a good indication of our future
performance. It is possible that in some future periods our operating results
may be below the expectations of public market analysts and investors. In this
event, the price of our common stock may fall.

INTEREST RATE FLUCTUATIONS COULD ADVERSELY AFFECT OUR BUSINESS IN SEVERAL WAYS,
INCLUDING CUSTOMERS' INCENTIVE TO REFINANCE EXISTING MORTGAGE LOANS

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

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 us to either delay closing their loans or
refinance with another lender. If this occurs in significant numbers, it may
have an adverse effect on our business or quarterly results of operations.

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

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

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

The time between the date an application for a mortgage loan is received from a
customer on our website and the date the loan closes can be lengthy and
unpredictable. The loan application and approval process is often delayed due to
factors over which we have little or no control, including the timing of the
customer's decision to commit to an available interest rate, the close of escrow
date for purchase loans, the timeliness of appraisals and the adequacy of the
customer's own disclosure documentation. Purchase mortgage loans generally take
longer to close than

                                       16
<PAGE>


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 March 31, 2000 and 2001, we had 364 and 387
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:

o  the growth of the Internet as a commerce medium generally, and as a market
   for consumer financial products and services, specifically;

o  our ability to successfully and cost-effectively market our services to a
   sufficiently large number of customers; and

o  our 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. In the
aggregate, approximately 40% and 60% of our mortgage and auto loan applications,
respectively, were derived from the websites of our distribution partners during
the three months ended March 31, 2001. Our agreements with our distribution
partners are typically short-term, from one to four years in length, and most
can be terminated for any reason upon 30 to 60 days prior written notice. We
cannot assure you that any or all of these agreements will not be terminated or
will be renewed or extended past their current expiration dates. If any of these
agreements were to be terminated or were to lapse without extension, we could
lose a considerable number of loan applications and our business would be
adversely affected.

THE TERMINATION OF ONE OR MORE OF OUR MORTGAGE 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

                                       17
<PAGE>


adversely affected. Under our agreements with each of these lenders, we make
extensive representations, warranties and various operating and financial
covenants. A material breach of these representations, warranties or covenants
on either or both lines could result in the termination of our agreements and an
obligation to repay all amounts outstanding at the time of termination. In the
past, we have had to obtain waivers from Greenwich Capital and GE Capital as a
result of our failure to comply with covenants regarding the issuance of capital
stock, excess asset purchases and the breach of financial ratios. Our agreement
with Greenwich Capital expires in February 2002 and our agreement with GE
Capital expires in June 2001. Upon expiration, management believes it will
either renew its existing lines or obtain sufficient additional lines.

THE TERMINATION OF OUR AUTO LINE OF CREDIT WOULD ADVERSELY AFFECT OUR BUSINESS

We have obtained a line of credit from Bank One, NA, to finance the funding of
our auto loans, and it is our sole facility for auto loan fundings. If this
credit facility becomes unavailable, our business would be adversely affected.
Under our line of credit agreement, we make extensive representations,
warranties and various operating and financial covenants. A material breach of
these representations, warranties or covenants could result in the termination
of the facility and an obligation to repay all amounts outstanding at the time
of termination. In the past, with respect to our mortgage warehouse lines, 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 line of credit
with Bank One, NA expires April 1, 2002. Upon expiration, management believes it
will either renew its existing lines or obtain sufficient additional lines.

WE ARE DEPENDENT ON PRIMARILY ONE LENDING SOURCE FOR ALL OF OUR HOME EQUITY
BUSINESS

Currently, the majority of our home equity loans are funded through Wells Fargo
Bank pursuant to a Home Equity Loan/Line Purchase Agreement. We currently rely
on Wells Fargo Bank's underwriting system for the processing of the majority of
our home equity loans. If Wells Fargo Bank is unable to underwrite or fund our
home equity loans, we may experience delays in processing loans or an inability
to accept or process home equity loan applications until we are able to secure
new sources of funding. Sufficient additional sources of funding for our home
equity 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. In order to fund auto loans to applicants
throughout the credit spectrum, 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.

THE LOSS OF OUR RELATIONSHIP WITH ANY OF OUR SIGNIFICANT PROVIDERS OF AUTOMATED
UNDERWRITING WOULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS

We depend on automated underwriting and other services offered by government
sponsored and other mortgage investors, including Fannie Mae and Freddie Mac
("Agencies"), to help ensure that our mortgage services can be offered
efficiently and on a timely basis. We currently have an agreement with the
Agencies that authorizes our use of their automated underwriting services and
enables us to sell qualified first mortgages to these Agencies. We

                                       18
<PAGE>


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. We utilize an automated underwriting system provided by ZOOT(TM)
for our home equity loan business. The termination of our agreements with the
Agencies or ZOOT(TM) would adversely affect our business by reducing our ability
to streamline the mortgage origination process.

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


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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-founder Chris
Larsen, Chief Executive Officer and Chairman of the Board of Directors, as well
as Joseph Kennedy, President and Chief Operating Officer. The loss of the
services of Mr. Larsen and 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 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 ensure 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 ensure 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 ADOPT 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

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<PAGE>


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

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

COMPETITION

The market for the origination of consumer loans is rapidly evolving, both
online and through traditional channels, and competition for borrowers is
intense and is expected to increase significantly in the future. E-LOAN faces
competition from offline mortgage brokers and auto dealers, who as a group
provide the majority of mortgage loans, HELOCs, and auto loans, respectively. In
addition, E-LOAN competes directly with companies offering mortgage and auto
loans over the Internet. Principal among these competitors are Intuit
QuickenLoans, LendingTree, and PeopleFirst. Traditional lenders, including
Countrywide, Norwest, Wells Fargo and Bank of America, also provide access to
their loan offerings over the Internet. 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. Further, we
cannot assure you that E-LOAN's competitors and potential competitors will not
develop services and products that are equal or superior to those of E-LOAN or
that achieve greater market acceptance than its products and services.

E-LOAN believes that the primary competitive factors in creating a financial
services resource on the Internet are functionality, brand recognition, customer
loyalty, ease-of-use, quality of service, reliability and critical mass.

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<PAGE>


Competition is likely to increase significantly as new companies enter the
market and current competitors expand their services. Many of these potential
competitors are likely to enjoy substantial competitive advantages, including:

o  longer operating histories;

o  greater name recognition;

o  larger, established customer bases; and

o  substantially greater financial, marketing, technical and other resources.

INTELLECTUAL PROPERTY

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.
Claims brought 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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate movements significantly impact E-LOAN'S volume of closed loans and
represent the primary component of market risk to E-LOAN. In a higher interest
rate environment, consumer demand for mortgage loans, particularly refinancing
of existing mortgages, declines. Interest rate movements affect the interest
income earned on loans held for sale, interest expense on the warehouse lines
payable, the value of mortgage loans held for sale and ultimately the gain on
sale of mortgage loans.

E-LOAN attempts to minimize the interest rate risk associated with the time lag
between when loans are rate-locked and when they are committed for sale or
exchanged in the secondary market, through its hedging activities. Individual
mortgage loan risks are aggregated by note rate, mortgage loan type and stage in
the pipeline, and are then matched, based on duration, with the appropriate
hedging instrument, thus mitigating basis risk until closing and delivery.
E-LOAN currently hedges its mortgage pipeline through mandatory forward sales of
Fannie Mae mortgage-backed securities and non-mandatory forward sale agreements
with the ultimate investor. E-LOAN determines which alternative provides the
best execution in the secondary market.

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

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Reference is made to Part I, Item 3, Legal Proceedings in our Annual Report on
Form 10-K, as amended, for the year ended December 31, 2000 for descriptions of
legal proceedings.

The Company is subject to various other legal proceedings and claims, either
asserted or unasserted, which arise in the ordinary course of business. While
the outcome of these claims cannot be predicted with certainty, management does
not believe that the outcome of any of these legal matters will have a material
adverse effect on the Company's results of operations or financial position.

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<PAGE>


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities.

On February 22, 2001, the Company amended its Master Loan and Security Agreement
with Greenwich Capital, whereby the parties agreed to extend the termination
date of the agreement and make certain other modifications. In consideration for
the amendment of the Master Loan and Security Agreement, the Company issued to
Greenwich Capital a Stock Purchase Warrant ("Warrant") dated February 23, 2001.
The Warrant entitles Greenwich Capital to subscribe for and purchase 300,000
shares of the Company's common stock at a price per share of $1.55 at any time
prior to five years from the date of issuance. The Warrant was issued pursuant
to the exemption from registration provided by Section 4(2) of the Securities
Act of 1933, as amended, as the issuance did not constitute a public offering of
securities. The 300,000 shares of common stock underlying the Warrant were
subsequently registered by the Company pursuant to an effective registration
statement on Form S-3 filed on April 12, 2001.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

         10.1     Amendment to Auto Loan Purchase and Sale Agreement with
                  AmeriCredit Financial Services, Inc. dated January 1, 2001*

         10.2     Third Amendment to Marketing Agreement with Charles Schwab and
                  Co., Inc. dated January 1, 2001*

         10.3     Systems and Marketing Agreement with H&R Block Mortgage
                  Corporation dated January 1, 2001*

         10.4     Eighth Modification Agreement with Cooper River Funding Inc.
                  and GE Capital Mortgage Services, Inc. dated January 2, 2001

         10.5     Third Amendment to Underwriting Services Agreement with PMI
                  Mortgage Services Co. dated January 10, 2001

         10.6     Amendment to Auto Loan Purchase and Sale Agreement with
                  TranSouth Financial Corporation dated January 10, 2001*

         10.7     Amendment to June 22, 2000 Engagement Letter with
                  PricewaterhouseCoopers LLP dated February 12, 2001

         10.8     Engagement Letter with PricewaterhouseCoopers LLP dated
                  February 12, 2001

         10.9     Ninth Modification Agreement with Cooper River Funding Inc.
                  and GE Capital Mortgage Services, Inc. dated February 14, 2001

                                       23
<PAGE>


         10.10    Seller Contract with Greenpoint Mortgage Funding, Inc. dated
                  February 21, 2001

         10.11    Amendment to Auto Loan Purchase and Sale Agreement with
                  TranSouth Financial Corporation dated February 27, 2001

         10.12    First Amendment to Auto Loan Purchase and Sale Agreement with
                  Wells Fargo Bank, N.A. - Auto Finance Group dated January 23,
                  2001

         10.13    Third Amended and Restated Note to Cooper River Funding Inc.
                  dated March 1, 2001

         10.14    Tenth Modification Agreement with Cooper River Funding Inc.
                  and GE Capital Mortgage Services, Inc. dated March 1, 2001

         10.15    Shareholders Agreement with Softbank Finance Corporation,
                  InsWeb Corporation, and Marsh & McLennan Risk Capital
                  Holdings, Ltd. dated March 28, 2001

         10.16    Amendment #2 to License Agreement with Yahoo! Inc. dated
                  October 28, 1999

         10.17    Amendment #3 to License Agreement with Yahoo! Inc. dated
                  May 24, 2000

         10.18    Amendment #4 to License Agreement with Yahoo! Inc. dated
                  July 31, 2000

         10.19    Amendment to Underwriting Services Agreement with PMI Mortgage
                  Services Co. dated July 31, 1998

         10.20    Second Amendment to Underwriting Services Agreement with PMI
                  Mortgage Services Co. dated May 3, 1999

         10.21    First Amendment to Lease with Creekside South Trust dated
                  September 11,1998

* Confidential treatment requested

(b)      Reports on Form 8-K

There were no reports on Form 8-K filed during the three months ended March 31,
2001.

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

                                        E-LOAN, Inc.


Date: May 14, 2001
                                        /s/ -----------------------------------
                                        Matt Roberts
                                        Chief Financial Officer
                                        (Principal Financial and Accounting
                                        Officer and Duly Authorized Officer)

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