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

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FORM 10-Q

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(Mark One)

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

For the quarterly period ended September 30, 2003 or

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

For the transition period from ________to _________

Commission file number    000-25621



E-LOAN, INC.



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

6230 Stoneridge Mall Road
Pleasanton, California   94588

(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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
    Yes  
 ̈    No

As of October 31, 2003, 61,953,118 shares of the Registrant's Common Stock,
$0.001 par value per share, were issued and outstanding.









E-LOAN, INC.
      Quarterly Report on Form 10-Q for the Period Ended September 30, 2003
                                TABLE OF CONTENTS



|PART I.   FINANCIAL INFORMATION                                                                                       | Page No.
|--------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                      |         
|Item 1.   Interim Financial Statements
                  (unaudited):                                                 |         
|                                                                                                                      |         
|Balance Sheets as of December 31, 2002 and September 30, 2003                                                         | **      
|                                                                                                                      |         
|Statements of Operations for the
    three and nine months ended September 30, 2002 and 2003                          | **      
|                                                                                                                      |         
|Statements of Cash Flows for the
    nine months ended September 30, 2002 and 2003                                    | **      
|                                                                                                                      |         
|Notes to Unaudited Financial Statements                                                                               | **      
|                                                                                                                      |         
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | **      
|                                                                                                                      |         
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                  | **      
|                                                                                                                      |         
|Item 4.   Controls and Procedures                                                                                     | **      
|                                                                                                                      |         
|PART II.  OTHER INFORMATION                                                                                           |         
|                                                                                                                      |         
|Item 1.   Legal Proceedings                                                                                           | **      
|                                                                                                                      |         
|Item 2.   Changes in Securities and Use of Proceeds                                                                   | **      
|                                                                                                                      |         
|Item 3.   Defaults Upon Senior Securities                                                                             | **      
|                                                                                                                      |         
|Item 4.   Submission of Matters to a Vote of Security Holders                                                         | **      
|                                                                                                                      |         
|Item 5.   Other Information                                                                                           | **      
|                                                                                                                      |         
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | **      
|                                                                                                                      |         
|Signature                                                                                                             | **      

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PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

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`December 31, September 30
                                                                                   2002         2003
                                                                                -----------  -----------
                                                                                             (unaudited)
ASSETS
Current assets:
    Cash and cash equivalents (includes $2,500 of restricted cash)............ $    36,321  $    49,105
    Loans held-for-sale.......................................................     393,386       67,548
    Accounts receivable, prepaids and other current assets....................      10,779       25,445
                                                                                -----------  -----------
          Total current assets................................................     440,486      142,098
Fixed assets, net.............................................................       6,262       10,280
Retained interests in auto loans - trading....................................       3,969       10,838
Deposits......................................................................       1,319           --
                                                                               $-----------  -----------
           Total assets.......................................................     452,036  $   163,216
                                                                                ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:                                                           $
    Warehouse and other lines payable.........................................     383,647  $    60,782
    Accounts payable, accrued expenses and other current liabilities..........      12,339       19,351
    Capital lease obligation, current portion.................................          10           --
    Notes payable, current portion............................................          --        2,650
                                                                                -----------  -----------
           Total current liabilities..........................................     395,996       82,783
                                                                                -----------  -----------
           Total liabilities..................................................     395,996       82,783
                                                                                -----------  -----------
Commitments and contingencies (Note 14):
Stockholders' equity:
    Preferred stock, 5,000,000 $0.001 par value shares authorized at
      December 31, 2002 and September 30, 2003; 0 shares issued and
      outstanding at December 31, 2002 and September 30, 2003.................          --           --
    Common stock, 150,000,000 $0.001 par value shares authorized at
      December 31, 2002 and September 30, 2003; 59,420,446 and
      61,320,975 shares issued and outstanding at December 31, 2002
      and September 30, 2003..................................................          59           61
Additional paid-in capital....................................................     262,194      264,158
Accumulated deficit...........................................................    (206,213)    (183,786)
                                                                                -----------  -----------
           Total stockholders' equity.........................................      56,040       80,433
                                                                                -----------  -----------
           Total liabilities and stockholders' equity......................... $   452,036  $   163,216
                                                                                ===========  ===========`

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

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

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`Three Months Ended         Nine Months Ended
                                                               September 30,             September 30,
                                                            2002         2003         2002         2003
                                                         -----------  -----------  -----------  -----------
Revenues (Note 12)..................................... $    28,437  $    43,776  $    70,188  $   125,649

Operating expenses:
    Operations (Note 13)...............................      15,283       19,066       37,462       56,590
    Sales and marketing................................       6,484       11,890       17,759       31,815
    Technology.........................................       1,436        2,002        4,105        5,982
    General and administrative.........................       1,687        2,064        4,667        6,794
                                                         -----------  -----------  -----------  -----------
           Total operating expenses....................      24,890       35,022       63,993      101,181
                                                         -----------  -----------  -----------  -----------
Income from operations.................................       3,547        8,754        6,195       24,468
Other income, net......................................          51          296           34          844
                                                         -----------  -----------  -----------  -----------
Income before taxes....................................       3,598        9,050        6,229       25,312
Income taxes...........................................        (508)      (1,032)        (592)      (2,885)
                                                         -----------  -----------  -----------  -----------
Net income............................................. $     3,090  $     8,018  $     5,637  $    22,427
                                                         ===========  ===========  ===========  ===========

Net income per share:
    Basic.............................................. $      0.05  $      0.13  $      0.10  $      0.37
                                                         ===========  ===========  ===========  ===========
    Diluted............................................ $      0.05  $      0.12  $      0.10  $      0.34
                                                         ===========  ===========  ===========  ===========

    Weighted-average shares - basic....................      59,017       61,065       57,058       60,285
                                                         ===========  ===========  ===========  ===========
    Weighted-average shares - diluted..................      59,625       67,142       60,028       65,972
                                                         ===========  ===========  ===========  ===========`

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

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

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`Nine Months Ended
                                                                      September 30,
                                                                    2002         2003
                                                                 -----------  -----------
Cash flows from operating activities:
   Net income.................................................. $     5,637  $    22,427
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation and amortization of fixed assets.............       3,063        3,572
     Changes in operating assets and liabilities:
       Loans held-for-sale.....................................    (107,196)     325,838
       Retained interests in auto loans - trading..............      (1,696)      (6,869)
       Accounts receivable, prepaids and deposits..............      (8,818)     (13,347)
       Accounts payable, accrued expenses and
         other payables........................................       5,330        7,012
                                                                 -----------  -----------
         Net cash provided by operating activities.............    (103,680)     338,633
                                                                 -----------  -----------
Cash flows from investing activities:
   Acquisition of fixed assets.................................      (2,699)      (7,590)
                                                                 -----------  -----------
         Net cash used in investing activities                       (2,699)      (7,590)
                                                                 -----------  -----------
Cash flows from financing activities:
   Proceeds from issuance of common stock, net.................          45        1,966
   Proceeds from notes payable.................................          --        6,800
   Repayments of notes payable.................................          --       (4,150)
   Proceeds from warehouse and other lines payable.............   3,338,034    3,872,262
   Repayments of warehouse and other lines payable.............  (3,231,395)  (4,195,127)
   Payments on obligations under capital leases, net...........        (150)         (10)
                                                                 -----------  -----------
         Net cash used in financing activities.................     106,534     (318,259)
                                                                 -----------  -----------
Net increase in cash...........................................         155       12,784
Cash and cash equivalents, beginning of period.................      32,538       36,321
                                                                 -----------  -----------
Cash and cash equivalents, end of period....................... $    32,693  $    49,105
                                                                 ===========  ===========
Supplemental cash flow information:
   Cash paid for interest...................................... $     6,190  $     8,071
                                                                 ===========  ===========
Non-cash financing activities:
   Conversion of convertible debt into common stock............ $     5,000  $        --
                                                                 ===========  ===========`

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

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E-LOAN, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


1.	THE COMPANY
E-LOAN, Inc. (the "Company") was incorporated on August
26, 1996 and began marketing its services in June 1997. The Company is a
consumer direct lender and debt advisor, providing borrowers with home purchase
and refinance mortgage loans, home equity loans and home equity lines of credit
and auto loans. The Company operates as a single operating segment.

2.	BASIS OF PRESENTATION
Interim Financial Information (unaudited)
The accompanying financial statements as of September 30,
2002 and 2003 are unaudited. The unaudited interim financial statements have
been prepared on the same basis as the annual financial statements and, in the
opinion of management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company's financial
position, results of operations and cash flows as of September 30, 2002 and
2003. 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, 2002. The results for the
three and nine months ended September 30, 2003 are not necessarily indicative of
the expected results for the year ending December 31, 2003.

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.
Reclassification
Certain amounts in the financial statements have been
reclassified to conform to the 2003 presentation.

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, to be cash equivalents. Both cash equivalents and short term
investments are considered available-for-sale securities and are carried at
amortized cost, which approximates fair value. As more fully described in Note
10, the Company must maintain a minimum cash and cash equivalents balance of the
higher of $15 million (including Restricted Cash) or the highest amount required
by any other lender or agreement. The following summarizes cash and cash
equivalents at December 31, 2002 and September 30, 2003 (dollars in
thousands):

December 31,  September 30,
                                                     2002          2003
                                                 ------------  ------------
Cash........................................... $     33,821  $     46,605
Restricted cash................................        2,500         2,500
                                                 ------------  ------------
                                                $     36,321  $     49,105
                                                 ============  ============

Derivative instruments
On January 1, 2001, the Company adopted Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative and
Hedging Activities" ("SFAS 133"), as subsequently amended by
Statement of Financial Accounting No. 138.  In accounting for its derivative
financial instruments, SFAS 133 requires an entity to recognize all derivative
assets or liabilities in the statement of financial condition and measure those
instruments at fair value.  The accounting for changes in fair value of the
derivative depends on the intended use of the derivative and the resulting
designation.  An entity that elects to apply hedge accounting is required to
establish at the inception of the hedge, the method it will use in assessing the
effectiveness of the hedging derivative and the measurement approach for
determining the ineffectiveness of the hedge.  These methods must be consistent
with the entity's approach to managing risk.  The Company is a party to mortgage
rate lock commitments to fund mortgage loans at interest rates previously agreed
(locked) by both the Company and the borrower for specified periods of time.
When the borrower locks their interest rate, the Company extends a put option to
the borrower, whereby the borrower is not obligated to enter into the loan
agreement, but the Company must honor the interest rate for the specified time
period.  Under SFAS 133 mortgage interest rate locks are derivatives.  The
Company is exposed to interest rate risk during the accumulation of interest
rate lock commitments and loans prior to sale. The Company utilizes either a
best efforts sell forward commitment or a mandatory sell forward commitment to
economically hedge the changes in fair value of the loan due to changes in
market interest rates.  Both best efforts and mandatory sell forward commitments
are derivatives under SFAS 133.  Throughout the lock period the changes in the
market value of interest rate lock commitments, best efforts and mandatory sell
forward commitments are recorded as unrealized gains and losses and are included
in the statement of operations in mortgage revenue. Once the mortgage loan is
funded the Company hedges changes in the fair value of the loan, if not
previously hedged at time of lock through use of a best efforts sell forward
agreement, with a forward delivery commitment at a specified price.
The Company's management has made complex judgments in their
application of SFAS 133.  The judgments include the identification of hedging
instruments, hedged items, nature of the risk being hedged, and how the hedging
instrument's effectiveness will be assessed.  The Company designates forward
delivery commitments, where the Company intends to deliver the underlying loan
into the commitment, as a fair value SFAS 133 hedge at the commitment date.   In
addition, the Company designates all non-mandatory forward sale agreements as
fair value SFAS 133 hedges for underlying loans at funding date.  The Company
does not designate mandatory sell forward agreements as SFAS 133 hedges but does
utilize them to economically hedge the changes in fair value of rate lock
commitments with borrowers for which a non-mandatory forward sale agreement has
not been obtained.  The Company did not have a material gain or loss
representing the amount of hedge ineffectiveness related to non-mandatory
forward sale agreements or delivery commitments during the three and nine months
ended September 30, 2003.  The effect on the Company's income statement from
applying SFAS 133 was a $0.8 million loss and a $1.2 million loss, included in
mortgage revenues for the three and nine months ended September 30, 2003,
respectively.
In September 2003, the Company began hedging its interest
rate risk on auto loan approvals. When the Company issues an auto loan approval,
the Company extends a put option to the borrower, whereby the borrower is not
obligated to enter into the loan agreement, but the Company must honor the
interest rate for up to a 45-day period.  Under SFAS 133, auto loan approvals
are not considered derivatives. However, the company is still exposed to
interest rate risk from issuance of approval to loan sale. The Company enters
into amortizing swap contracts to economically hedge the interest rate changes
in auto loan approvals. These swap contracts are considered derivatives under
SFAS 133. The Company marks-to-market any changes in the value of outstanding
swap contracts, which are recorded as unrealized gains and losses and included
in the statement of operations in auto revenue. The effect on the Company's
income statement from applying SFAS 133 was a $0.1 million loss, included in
auto revenues in both the three and nine months ended September 30, 2003.
Sale of auto loans to qualified special purpose entity
On June 17, 2002, the Company entered into an arrangement
to sell auto loan receivables to a qualified special purpose entity ("QSPE"),
E-Loan Auto Fund One, LLC ("E-Loan Auto"). These transactions involve
the Company surrendering control over these assets to assure that the sold
assets have been isolated from the Company and its creditors. As E-Loan Auto has
met the appropriate tests to be considered a QSPE, the assets and liabilities of
E-Loan Auto are not consolidated in the financial statements of the Company.
E-Loan Auto has obtained a secured borrowing facility from Merrill Lynch Bank USA
to finance all purchases of loans from the Company. The Company recognizes a
gain on the sale of auto loan receivables to E-Loan Auto in the period the sale
occurs, which represents the difference between the sale proceeds to the Company
and the Company's net carrying value of the receivables. Included in the
proceeds received by the Company from the sale of loans is a beneficial interest
related to loans owned by the QSPE, which is reflected on the Company's balance
sheet as a retained interest asset. These retained interest assets are recorded
on the balance sheet at fair value as trading assets, and are marked to market
at each subsequent reporting period. In order to determine the fair value
management estimates future excess cash flows to be received by the Company over
the life of the loans. The Company makes various assumptions in order to
determine the fair value of the estimated future excess cash flows to be
generated by the auto loans sold to the QSPE. The most significant assumptions
are the cumulative credit losses to be incurred on the pool of auto loan
receivables sold, prepayment rates of the auto loans and the rate at which the
estimated future excess cash flows are discounted. The assumptions used
represent the Company's best estimates, and the use of different assumptions
could produce different financial results. The Company will continue to monitor
and may update its assumptions over time.

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

Three Months Ended           Nine Months Ended
                                                       September 30,               September 30,
                                                     2002          2003         2002         2003
                                                 ------------  ------------  -----------  -----------
                                                      (In Thousands)              (In Thousands)
  Numerator:
    Net income................................. $      3,090  $      8,018  $     5,637  $    22,427
    Interest expense from convertible note.....           --            --          152           --
                                                 ------------  ------------  -----------  -----------
    Net income assuming dilution............... $      3,090  $      8,018  $     5,789  $    22,427
                                                 ============  ============  ===========  ===========
  Denominator:
    Weighted average shares, basic.............       59,017        61,065       57,058       60,285
    Effect of potentially dilutive securities:
      Convertible note.........................           --            --        1,838           --
      Warrants.................................            8           771          103          710
      Employee Stock Option Plan...............          600         5,306        1,029        4,977
                                                 ------------  ------------  -----------  -----------
    Weighted average number of shares
      assuming dilution........................       59,625        67,142       60,028       65,972
                                                 ============  ============  ===========  ===========

  Diluted net income per share................. $       0.05  $       0.12  $      0.10  $      0.34
                                                 ============  ============  ===========  ===========

Comprehensive Income
Comprehensive income is comprised of net income and other non-owner changes
in stockholders' equity.  For the three and nine months ended September 30, 2002
and 2003, respectively, comprehensive income equaled the net income.

Recent Accounting Pronouncements
In November 2002, the FASB issued FIN 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (an interpretation of FASB Statements No.
5, 57, and 107 and rescission of FASB interpretation No. 34)". This
Interpretation addresses the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under certain
guarantees that it has issued. It also requires a guarantor to recognize, at the
inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. This Interpretation also incorporates,
without change, the guidance in FASB Interpretation No. 34, Disclosure of
Indirect Guarantees of Indebtedness of Others, which is being superseded. The
initial recognition and initial measurement provisions of this Interpretation
are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002, irrespective of the guarantor's fiscal year-end. The
disclosure requirements in this Interpretation are effective for financial
statements of interim or annual periods ending after December 15, 2002. The
adoption of this interpretation will have no effect on the Company's financial
statements.

In January 2003, the FASB issued FIN 46, "Consolidation of
Variable Interest Entities -- an interpretation of ARB No. 51" ("FIN
46").  The objective of this Interpretation is not to restrict the use of
variable interest entities but to improve financial reporting by enterprises
involved with variable interest entities.  FIN 46 states that a business
enterprise with a controlling financial interest in a variable interest entity
should include the assets, liabilities, and results of the activities of the
variable interest entity in consolidated financial statements with those of the
business enterprise. FIN 46 applied immediately to variable interest entities
created after January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date. It applies in the first fiscal
year or interim period beginning after December 15, 2003, to variable interest
entities in which an enterprise holds a variable interest that it acquired
before February 1, 2003. The adoption of this interpretation has had no effect
on the Company's financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure".  This Statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation", to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results.  This Statement is effective
for fiscal years ending after December 15, 2002 for transition guidance and
annual disclosure provisions and for financial reports containing financial
statements for interim periods beginning after December 15, 2002 for interim
disclosure provisions. The Company has adopted this statement, the result of
which has had no effect on the Company's financial statements.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities" ("SFAS No.
149").  SFAS No. 149 amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities under FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities.  This Statement requires that contracts with
comparable characteristics be accounted for consistently as either derivatives
or hybrid instruments. This Statement is effective for contracts entered into or
modified after June 30, 2003, and for hedging relationships designated after
June 30, 2003.  The adoption of this statement has had no effect on the
Company's financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and
Equity".  SFAS No. 150 changes the accounting for certain financial
instruments that under previous guidance issuers could account for as
equity.  It requires that those instruments be classified as liabilities in
balance sheets.  The guidance in SFAS No. 150 is generally effective for
all financial instruments entered into or modified after May 31, 2003, and
otherwise is effective on July 1, 2003.  The adoption of this statement has
had no effect on the Company's financial statements.

4.	STOCK-BASED COMPENSATION
The Company accounts for the effect of its stock-based compensation plans
for employees under SFAS No. 123, "Accounting for Stock-Based
Compensation," using the optional intrinsic value method. The intrinsic
value method results in compensation cost equal to the excess of the fair value
of the stock over the exercise or purchase price at the date of award. Such
compensation costs (if any) are recorded over the vesting period of the
respective option and presented in the consolidated statement of operations as
an operations expense, consistent with where the optionees' compensation is
recorded. In contrast, the fair value approach results in compensation cost
using an option-pricing model that takes into account the fair value at the
grant date, the volatility of our stock price, the exercise price, the expected
life of the award, the expected dividends, and the risk-free interest rate
expected over the life of the award. The pro forma income statement effect of
the Company's stock-based compensation plans as if it had adopted the fair value
approach is as follows:

Three Months Ended           Nine Months Ended
                                                         September 30,               September 30,
                                                     2002          2003         2002         2003
                                                 ------------  ------------  -----------  -----------
                                                       (In Thousands)              (In Thousands)

Reported net income............................ $      3,090  $      8,018  $     5,637  $    22,427
Less: Employee stock based compensation expense
  determined under fair value based method for
  employee stock option awards.................       (1,323)       (1,508)      (3,945)      (4,370)
                                                 ------------  ------------  -----------  -----------
Pro forma net income........................... $      1,767  $      6,510  $     1,692  $    18,057
                                                 ============  ============  ===========  ===========

Reported basic net income per share............ $       0.05  $       0.13  $      0.10  $      0.37
Reported diluted net income per share.......... $       0.05  $       0.12  $      0.10  $      0.34

Pro forma basic net income per share........... $       0.03  $       0.11  $      0.03  $      0.30
Pro forma diluted net income per share......... $       0.03  $       0.10  $      0.03  $      0.27

Risk free interest rate - stock options........          3.2%          3.2%         4.1%         3.0%
Risk free interest rate - ESPP.................          3.2%          2.3%         3.4%         2.4%
Average expected life - stock options..........          5.0           5.0          5.0          5.0
Average expected life - ESPP...................          2.0           2.0          2.0          2.0
Dividend yield.................................           --            --           --           --
Expected volatility - stock options............         80.9%         80.9%        98.3%        66.6%
Expected volatility - ESPP.....................        100.2%         85.0%        99.3%        87.2%

5.	WARRANTS
On April 25, 2000, the Company issued two warrants to
purchase up to 13.1 million shares of common stock to The Charles Schwab
Corporation ("Schwab"), pursuant to a marketing agreement with Schwab.
The first warrant to purchase 6,500,000 shares of common stock at an exercise
price of $3.75, had a three-year term and expired unused on April 25, 2003. The
second warrant to purchase 6,600,000 shares of common stock at an exercise price
of $15.00, had a three and a quarter term and an expiration date of July 25,
2003.  On July 12, 2001 the Company exchanged the warrant to purchase 6,600,000
shares at $15 per share for a new warrant to purchase 1,389,000 shares at $5 per
share. On June 27, 2003, this warrant was net exercised for 254,566 shares of
common stock.
In February 2001, the Company issued a warrant to purchase
300,000 shares of common stock to Greenwich Capital in connection with a
warehouse agreement at an exercise price of $1.55 per share until February 23,
2006. In July 2003, Greenwich Capital assigned a portion of the warrant to an
institutional investor in the amount of 150,000 common shares.  At September 30,
2003, both warrants remain outstanding.
In June 2002, the Company issued a warrant to purchase
800,000 shares of common stock to Merrill Lynch Mortgage Capital, Inc. in
connection with a line of credit agreement at an exercise price of $1.22 per
share until June 1, 2005.  At September 30, 2003, this warrant remained
outstanding.

6.	LOANS HELD-FOR-SALE
The inventory of mortgage and home equity loans consists
primarily of first and second trust deed mortgage loans and home equity lines of
credit on residential properties located throughout the United States. All
mortgage and home equity loans held-for-sale are pledged as collateral for
borrowings at December 31, 2002 and September 30, 2003 (see Note 10).
The inventory of auto loans consists primarily of loans
against new and used automobiles located throughout the United States.  All of
the auto loans held-for-sale are pledged as collateral for borrowings at
December 31, 2002 and September 30, 2003 (see Note 10).  The following
summarizes loans held-for-sale at December 31, 2002 and September 30, 2003
(dollars in thousands):

December 31,  September 30,
                                                     2002          2003
                                                 ------------  ------------
Mortgage....................................... $    370,854  $     50,635
Home equity....................................       17,851         9,012
Auto...........................................        4,048         7,772
Net deferred origination revenue...............          633           129
                                                 ------------  ------------
                                                $    393,386  $     67,548
                                                 ============  ============

Included in loans held-for-sale is a SFAS 133 fair value
adjustment amount of $2.0 million and $0.6 million at December 31, 2002 and
September 30, 2003, respectively. The SFAS 133 amount represents the change in
fair value from rate lock commitment date to funding of those loans held-for-sale.
The total fair value of loans held-for-sale, including the expected
embedded gain on those loans, is $401.7 and $68.6 million at December 31, 2002
and September 30, 2003, respectively.

7. 	ACCOUNTS RECEIVABLE, PREPAIDS AND OTHER CURRENT ASSETS
The following summarizes accounts receivable, prepaids
and other current assets at December 31, 2002 and September 30, 2003 (dollars in
thousands):

December 31,  September 30,
                                                     2002          2003
                                                 ------------  ------------
Prepaids....................................... $      3,511  $      4,322
Accounts receivable............................        4,152        17,966
Interest receivable............................        1,432         1,165
SFAS 133.......................................          956         1,191
Deferred tax asset.............................          728           728
Deposits.......................................           --            73
                                                 ------------  ------------
                                                $     10,779  $     25,445
                                                 ============  ============

Included in prepaids at December 31, 2002 and
September 30, 2003 are prepayments for sales and marketing in the amounts of
$0.6 and $2.4 million, respectively. Included in accounts receivable is the
receivable due to the Company from sales of mortgage loans on its sale agreement
with Greenwich Capital Financial Products, Inc. ("Greenwich Capital")
in the amounts of $1.9 million and $14.5 million at December 31, 2002 and
September 30, 2003, respectively (see Note 10).  SFAS 133 is related to the fair
value of derivatives at December 31, 2002 and September 30, 2003.

8.	RETAINED INTERESTS IN AUTO LOANS
In June 2002, the Company created a qualified special
purpose entity, E-Loan Auto Fund One, LLC ("E-Loan Auto"), which purchases prime
auto loans from the Company and then holds the loans.  For the three and nine
months ended September 30, 2003, the Company sold $150.0 million and $388.6
million in auto loans to E-Loan Auto and recognized $1.9 million and $5.3
million in related non-cash gain on sale.  In exchange for the loans sold, the
Company received cash of $149.3 million and $386.7 million from E-Loan Auto and
a retained interest valued at $2.6 million and $7.2 million in the loans sold to
E-Loan Auto. From inception through September 30, 2003, the Company has sold
$562.0 million in auto loans to E-Loan Auto and recognized $8.4 million in
related non-cash gain on sale. For the three months ended September 30, 2003,
the average loan characteristics on auto loans sold to E-Loan Auto were $18,162
loan size, 729 credit score, 17.1% new versus used car, and an average APR of
5.27%.  The retained interest represents the Company's portion of the present
value of the expected excess cash flows over the life of the loans, remaining
after payment of interest, servicing fees and credit losses. Included in the
retained interest is a contributed basis in the loans sold to E-Loan Auto of
0.5%. The contributed basis is the difference between the loan amount and the
cash sale proceeds received from E-Loan Auto of 99.5% (of the unpaid principal
balance), which represents over collateralization in those loans. Cash flows are
to be distributed by E-Loan Auto in the following manner: first to the hedge
counterparty, second to the servicer, custodian and administrator, third to the
lender for interest expense, fourth to the lender for principal payments, fifth
to the Company and the lender any remaining cash flows, to be split 85% and 15%,
respectively, up to $800 million in originations. After $800 million in
originations, all remaining cash flows will be paid directly to the Company.
The servicing fee is passed through to a sub-servicer of the Company, and as
such the Company does not capitalize a servicing asset for the loans sold to
E-Loan Auto, since the cost to sub-service equals the servicing fee.
The following table provides a summary of activity in the
retained interests in auto loans:


Beginning Balance 01/01/03
$      3,969Contributed basis in loans sold to E-Loan
Auto
1,943Non-cash gain on sale
5,285Accretion of present value discount
729Excess cash flows received
(1,088)Ending Balance 09/30/03
$     10,838

At September 30, 2003, key valuation assumptions used to
value the retained interests and the sensitivity of those assumptions to
immediate 10% and 25% adverse changes in those assumptions are as
follows:

|                                                                | September 30, 2003(dollars in thousands)
|--------------------------------------------------------------- | ----------------------------------------
|Balance sheet carrying value of retained
interests - fair value | $10,838                                 
|Weighted-average life (in months)                               | 52.6                                    
|Prepayment speed assumptions (ABS)                              | 1.2                                     
|Impact on fair value of 10% adverse change
(1.32)               | ($243)                                  
|Impact on fair value of 25% adverse change
(1.50)               | ($614)                                  
|Expected credit losses (life of loan loss
rate)                 | 72 bps                                  
|Impact on fair value of 10% adverse change
(79 bps)             | ($245)                                  
|Impact on fair value of 25% adverse change
(90 bps)             | ($634)                                  
|Residual cash flows discount rate (average
annual rate)         | 12.0%                                   
|Impact on fair value of 10% adverse change
(13.2%)              | ($234)                                  
|Impact on fair value of 25% adverse change
(15.0%)              | ($570)                                  

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

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

9.	NOTES PAYABLE

On June 30, 2003, the Company obtained a $5 million line of credit from
Wells Fargo Bank, National Association to support working capital needs. The
interest rate charged on borrowings against these funds is based on LIBOR plus
2% and  is payable monthly. This line of credit agreement requires the Company
to comply with various financial and non-financial covenants.  In particular,
the Company must not permit quarterly net income to be less
than zero. The line of credit expires on June 30, 2004.

10.	WAREHOUSE AND OTHER LINES PAYABLE

As of September 30, 2003, the Company had a warehouse
line of credit for borrowings of up to $150 million for the interim financing of
mortgage loans with GMAC Bank. The interest rate charged on borrowings against
these funds is variable based on LIBOR plus various percentage points.
Borrowings are collateralized by the related mortgage loans held-for-sale.  This
line of credit agreement requires the Company to comply with various financial
and non-financial covenants.  In particular, the Company must maintain a minimum
unrestricted cash balance of $12.5 million. The Company was in compliance with
these covenants during the three and nine months ended and at September 30,
2003. The committed line of credit expires on November 30, 2003.

As of September 30, 2003, the Company had a warehouse line of
credit for borrowings of up to $75 million for the interim financing of mortgage
loans with Residential Funding Corporation. The interest rate charged on
borrowings against these funds is variable based on LIBOR plus various
percentage points. Borrowings are collateralized by the related mortgage loans
held-for-sale.  This line of credit agreement requires the Company to comply
with various financial and non-financial covenants.  In particular, the Company
must maintain a minimum unrestricted cash balance of $12.5 million and must not
permit quarterly net income to be less than zero. The Company
was not in compliance with its current ratio covenant for the months ended April
30 and May 31, 2003 and subsequently obtained a waiver from the lender. The
Company was in compliance with all covenants during the three months ended and
at September 30, 2003. The committed line of credit expires on December 31,
2003.

As of September 30, 2003, the Company had an agreement to
finance up to $475 million of mortgage loan inventory pending sale of these
loans to the ultimate mortgage loan investors with Greenwich Capital.  Of this
amount, $200 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.
This agreement includes various financial and non-financial covenants. In
particular, the Company must maintain a minimum cash and cash equivalents
balance of the higher of $15 million (including Restricted Cash) or the highest
amount required by any other lender or agreement. The Company was in compliance
with these covenants during the three and nine months ended and at September 30,
2003. The line expires on March 30, 2004.

In addition, the Company has an uncommitted mortgage loan
purchase and sale agreement with Greenwich Capital. Under the terms of this
agreement, mortgage loans which are subject to a mandatory sell forward
commitment between the Company and an investor, but have not yet been purchased,
may be sold to Greenwich Capital with the accompanying trade assignment.  This
allows the Company to accelerate turnover and provide additional liquidity to
fund additional mortgage loans.  Revenue derived from sales under this agreement
is included as a receivable on the balance sheet (see Note 7). The balance of
loans sold related to these receivables was $48.7 million and $307.1 million as
of December 31, 2002 and September 30, 2003, respectively.

As of September 30, 2003, the Company had a $10 million line
of credit facility with Merrill Lynch Mortgage Capital, Inc. to support the
interim funding of auto loans prior to their sale to the ultimate auto loan
purchaser.  The interest rate charged on this line is based on LIBOR plus
various percentage points.  This facility expires on July 13, 2004. This line
includes various financial and non-financial covenants. The Company was in
compliance with these covenants during the three and nine months ended and at
September 30, 2003.

The following summarizes warehouse and other lines payable at
December 31, 2002 and June 30, 2003 (dollars in  thousands):

`December 31,  September 30,
                                                     2002          2003
                                                 ------------  ------------
Warehouse lines - GMAC......................... $     68,955  $     38,681
Warehouse lines - Greenwich....................      311,549        17,170
Warehouse lines - RFC..........................           --            --
Line of credit - Auto..........................        3,143         4,931
                                                 ------------  ------------
                                                $    383,647  $     60,782
                                                 ============  ============`

11.	ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER
CURRENT LIABILITIES

The following summarizes accounts payable, accrued
expenses and other current liabilities at December 31, 2002 and September 30,
2003 (dollars in thousands):

`December 31,  September 30,
                                                     2002          2003
                                                 ------------  ------------
Accounts payable............................... $      4,637  $      8,683
Accrued compensation...........................        2,710         4,653
Income tax payable.............................        1,665         1,479
Other current liabilities......................        1,898         1,831
Reserves.......................................          900         2,352
Interest payable...............................          529           353
                                                 ------------  ------------
                                                $     12,339  $     19,351
                                                 ============  ============`

Included in other current liabilities is an amount related to
the fair value of SFAS 133 derivatives of $1.7 and $1.7 million at December 31,
2002 and September 30, 2003, respectively.

Included in the accounts payable, accrued expenses and other
current liabilities is an amount related to reserves the Company established for
representation and warranties and premium repayment liability.  The Company
sells loans to loan purchasers on a servicing released basis without recourse.
As such, the risk of loss or default by the borrower has generally been assumed
by these purchasers. However, the Company is usually required by these
purchasers to make certain representations relating to credit information, loan
documentation and collateral. To the extent that the Company does not comply
with such representations, or there are early payment defaults, the Company may
be required to repurchase loans or indemnify these purchasers for any losses
from borrower defaults.  In connection with a majority of its loan sale
agreements, the Company is also responsible for a minimum number of payments to
be made on each loan, or else the Company may be required to refund the premium
paid to it by the loan purchaser.  As such, the Company records reserves based
on certain assumptions in anticipation of future losses as a result of current
activity.

Loss reserves due to violations of representations and
warranties are recorded based on a percentage of current month originations.
The Company currently calculates this loss rate exposure based on similar
lending portfolios.  Once the Company has endured a complete economic cycle, the
rate will be determined based on actual losses as a percentage of origination
volume on a historical basis.  Premium repayment reserves, generated through
early loan prepayments, are recorded based on a rate determined by calculating
actual prepayments as a percentage of originations on a historical basis applied
to current month originations.  The following illustrates the changes in the
reserve balance for the three and nine months ended September 30, 2003 by
product (in thousands):

`Home
                                                   Mortgage       Equity        Auto         Total
                                                 ------------  ------------  -----------  -----------
Balance at 1/1/03.............................. $        618  $        161  $       121  $       900
   Increase to reserve.........................          743           201          119        1,063
   Losses incurred.............................         (285)          (73)         (34)        (392)
                                                 ------------  ------------  -----------  -----------
Balance at 03/31/03............................ $      1,076  $        289  $       206  $     1,571
   Increase to reserve.........................          455           385           18          858
   Losses incurred.............................          (77)         (284)          (1)        (362)
                                                 ------------  ------------  -----------  -----------
Balance at 06/30/03............................ $      1,454  $        390  $       223  $     2,067
   Increase to reserve.........................          191           183           10          384
   Losses incurred.............................          (86)           (5)          (8)         (99)
                                                 ------------  ------------  -----------  -----------
Balance at 09/30/03............................ $      1,559  $        568  $       225  $     2,352
                                                 ============  ============  ===========  ===========`

12.	REVENUES AND OTHER INCOME, NET

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

`Three Months Ended           Nine Months Ended
                                                       September 30,               September 30,
                                                     2002          2003         2002         2003
                                                 ------------  ------------  -----------  -----------
Revenues:
   Mortgage.................................... $     16,773  $     26,856  $    41,326  $    82,212
   Interest income on mortgage loans...........        4,548         5,138       10,524       15,155
   Home equity.................................        3,129         7,412        8,680       16,685
   Interest income on home equity loans........          705         1,342        1,461        2,449
   Auto........................................        3,036         2,646        7,576        8,119
   Other.......................................          246           382          621        1,029
                                                 ------------  ------------  -----------  -----------
         Total revenues........................ $     28,437  $     43,776  $    70,188  $   125,649
                                                 ============  ============  ===========  ===========`

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

`Three Months Ended           Nine Months Ended
                                                       September 30,               September 30,
                                                     2002          2003         2002         2003
                                                 ------------  ------------  -----------  -----------
Interest on short-term investments............. $         52  $         40  $       193  $       143
Interest on retained interest asset............           --           281           --          729
Interest expense on non-warehouse
   facility borrowings.........................           (1)          (25)        (159)         (33)
Other..........................................           --            --           --            5
                                                 ------------  ------------  -----------  -----------
                                                $         51  $        296  $        34  $       844
                                                 ============  ============  ===========  ===========`

13.	OPERATING EXPENSES

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

`Three Months Ended           Nine Months Ended
                                                       September 30,               September 30,
                                                     2002          2003         2002         2003
                                                 ------------  ------------  -----------  -----------
Compensation and benefits...................... $     11,152  $     15,109  $    29,832  $    45,308
Processing costs...............................        1,353           371        2,410        1,862
Advertising and marketing......................        5,122        10,564       14,276       28,000
Professional services..........................        1,069         2,218        2,452        5,703
Occupancy costs................................        1,166         1,442        3,085        4,561
Computer and internet..........................          306           412          813        1,269
General and administrative.....................        1,613         1,784        4,319        5,298
Interest expense on warehouse borrowings.......        3,109         3,122        6,806        9,180
                                                 ------------  ------------  -----------  -----------
         Total operating expenses.............. $     24,890  $     35,022  $    63,993  $   101,181
                                                 ============  ============  ===========  ===========`

Commissions and bonus compensation comprised 30% and 24% of total
compensation and benefits in the three months ended September 30, 2002 and 2003.
Commissions and bonus compensation comprised 25% and 26% of total compensation
and benefits in the nine months ended September 30, 2002 and 2003.

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

`Three Months Ended           Nine Months Ended
                                                       September 30,               September 30,
                                                     2002          2003         2002         2003
                                                 ------------  ------------  -----------  -----------
Mortgage ...................................... $      7,822  $      9,708  $    19,638  $    28,823
Interest expense on mortgage loans.............        2,289         2,435        5,102        7,339
Home equity....................................        2,333         3,733        5,508        9,932
Interest expense on home equity loans..........          392           647          743        1,467
Auto...........................................        2,430         2,543        6,383        9,029
Other..........................................           17            --           88           --
                                                 ------------  ------------  -----------  -----------
Total operations............................... $     15,283  $     19,066  $    37,462  $    56,590
                                                 ============  ============  ===========  ===========`

14.	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.
Additionally, in September 2003, the Company began managing its interest rate
exposure related to auto loan approvals.

Loan commitments and hedging activities

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

Individual mortgage loan risks are aggregated by loan type
and pipeline production status and matched, based on duration, with the
appropriate hedging instrument, thus

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

At September 30, 2003, the Company had provided locks to
originate loans amounting to approximately $322.0 million (the "locked
pipeline").  At September 30, 2003, the Company had entered into non-mandatory
forward loan sale agreements amounting to approximately $263.1 million. These
forward loan sale agreements do not subject the Company to mandatory delivery
and there is no penalty if the Company does not deliver into the commitment. The
Company is exposed to the risk that these counterparties may be unable to meet
the terms of these sale agreements. The investors are well-established U.S.
financial institutions; the Company does not require collateral to support these
commitments, and there has been no failure on the part of the counterparties to
meet the terms of these agreements to date.

At September 30, 2003, the Company had entered into mandatory
sell forward commitments amounting to approximately $98.0 million. The Company
adjusts the amount of mandatory sell forward commitments held to offset changes
in the locked pipeline and changes in the market value of unsold loans.  At
September 30, 2003, the Company had entered into $38.5 million of commitments
with third party investors to deliver loans related to funded loans held-for-sale.

The Company issues auto loan approvals on its prime loan
production. Approved auto loan applicants are provided a guaranteed rate for up
to a 45 day period. At September 30, 2003, the Company had entered into
amortizing swap contracts in the amount of $26.0 million.

Future Commitments

The Company has future payment commitments for
leases and non-cancelable TV media aggregating $2.5 million, $4.5 million, $2.7
million and $2.7 million for the years 2003, 2004, 2005 and 2006, respectively.
The Company has commitments of $9.3 million for the years 2007 and beyond.

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

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

OVERVIEW

The Company is a consumer direct lender and debt advisor
whose revenues are derived primarily from the gain on sale of mortgage, home
equity and auto loans that it underwrites, funds and sells. The Company also
earns interest income on loans during the brief time they are held pending
sale.

MORTGAGE REVENUES

The Company's mortgage revenues are primarily derived from
the origination and sale of self-funded loans. In prior years the Company
derived a portion of its mortgage revenues from the brokering of loans.
Brokered loans are funded through lending partners and the Company never takes
title to the mortgage loan.  Beginning in 2002, the Company no longer brokered
mortgage loans.  Self-funded loans are funded through the Company's own
warehouse lines of credit and sold to mortgage loan purchasers typically within
thirty days. Self-funded loan revenues consist of proceeds in excess of the
carrying value of the loan and origination fees less certain direct origination
costs. These revenues are recognized at the time the loan is sold.

INTEREST INCOME ON MORTGAGE AND HOME EQUITY LOANS



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

HOME EQUITY REVENUES

The Company's home equity revenues are derived from the
origination and sale of self-funded loans. Self-funded loans are funded through
the Company's own warehouse lines of credit and sold to home equity loan
purchasers typically within sixty days. Self-funded loan revenues consist of
proceeds in excess of the carrying value of the loan, origination fees less
certain direct origination costs and other processing fees. These revenues are
recognized at the time the loan is sold.

AUTO REVENUES

The Company funds auto loans using a line of credit and then
sells them to either earn a gain on sale or a flat fee, depending on who the
loans are sold to.  Prime auto loans are sold to a qualified special purpose
entity (QSPE) as more fully described below.  Sub-prime auto loans are sold to
sub-prime auto loan purchasers.

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

The Company's auto revenues on sub-prime loans are derived
from the origination and sale of self-funded loans and from the brokering of
auto loans. In the third quarter of 2003, the Company transitioned its sub-prime
loan platform from self-funding to referral basis. Going forward, the Company
will not be funding sub-prime auto loans. Auto brokerage revenues are comprised
of a set origination fee. These revenues are recognized at the time a loan is
closed. Self-funded loans are funded through an auto line of credit and sold to
auto loan purchasers typically within ten business days. In April 2001, the
Company began funding its auto loans prior to sale with borrowings against an
auto line of credit. Self-funded loan revenues consist of the mark-up to the
lending partner's loan price or a set origination fee. These revenues are
recognized at the time a loan is sold.

OTHER REVENUES

The Company generates revenues from fees paid by
various partners in exchange for consumer loan applications generated by
advertising such partners' products on the Company's website.  The current
consumer loan programs offered include credit cards and unsecured personal
loans.  Additionally, the Company earns revenue from its credit report services.
Other revenues generated approximately 1% of the total revenues in the three and
nine months ended September 30, 2002 and 2003.

RESULTS OF OPERATIONS

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

`Three Months Ended         Nine Months Ended
                                                               September 30,             September 30,
                                                            2002         2003         2002         2003
                                                         -----------  -----------  -----------  -----------
Revenues ..............................................         100 %        100 %        100 %        100 %

Operating expenses:
    Operations ........................................          54 %         44 %         53 %         45 %
    Sales and marketing................................          23 %         27 %         25 %         25 %
    Technology.........................................           5 %          5 %          6 %          5 %
    General and administrative.........................           5 %          5 %          7 %          5 %
                                                         -----------  -----------  -----------  -----------
           Total operating expenses....................          87 %         81 %         91 %         80 %
                                                         -----------  -----------  -----------  -----------
Income from operations.................................          13 %         19 %          9 %         20 %
Other income, net......................................          -- %          1 %         -- %          1 %
                                                         -----------  -----------  -----------  -----------
Income before taxes....................................          13 %         20 %          9 %         21 %
Income taxes...........................................          (2)%         (2)%         (1)%         (2)%
                                                         -----------  -----------  -----------  -----------
Net income.............................................          11 %         18 %          8 %         19 %
                                                         ===========  ===========  ===========  ===========`

Revenues

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

`Three Months Ended         Nine Months Ended
                                                               September 30,             September 30,
                                                            2002         2003         2002         2003
                                                         -----------  -----------  -----------  -----------
Revenues:
   Mortgage............................................          59 %         61 %         59 %         66 %
   Interest income on mortgage loans...................          16 %         12 %         15 %         12 %
   Home equity.........................................          11 %         17 %         12 %         13 %
   Interest income on home equity loans................           2 %          3 %          2 %          2 %
   Auto................................................          11 %          6 %         11 %          6 %
   Other...............................................           1 %          1 %          1 %          1 %
                                                         -----------  -----------  -----------  -----------
         Total revenues................................         100 %        100 %        100 %        100 %
                                                         ===========  ===========  ===========  ===========`

Revenues increased $15.4 million to $43.8 million for the
three months ended September 30, 2003 from $28.4 million for the three months
ended September 30, 2002. Revenues increased $55.4 million to $125.6 million for
the nine months ended September 30, 2003 from $70.2 million for the nine months
ended September 30, 2002.  A significant portion of these increases resulted
from growth in the dollar volume of mortgage and home equity loans closed and
sold, as well as an increase in the revenue per loan for both mortgage and home
equity. Mortgage revenues increased $10.1 million to $26.9 million for the three
months ended September 30, 2003 from $16.8 million for the three months ended
September 30, 2002. Mortgage revenues increased $40.9 million to $82.2 million
for the nine months ended September 30, 2003 from $41.3 million for the nine
months ended September 30, 2002.   Prime refinance mortgages accounted for 81%
and 52% of mortgage closed loan volume and 78% and 61% of mortgage revenue in
the three months ended September 30, 2002 and 2003, respectively.  The Company
expects refinance activity to decline significantly in the remainder of 2003 and
purchase and non-prime mortgage volume to decline, but by a smaller percentage than the
industry.
The Company expects
mortgage revenue (excluding interest income) in 2003 to exceed 2002 levels. Home
equity revenues increased $4.3 million to $7.4 million for the three months
ended September 30, 2003 from $3.1 million for the three months ended September
30, 2002. Home equity revenues increased $8.0 million to $16.7 million for the
nine months ended September 30, 2003 from $8.7 million for the nine months ended
September 30, 2002. The Company expects that home equity revenues will grow in
the remainder of 2003 as volumes increase. Revenues also increased due to an
increase in interest income earned on mortgage and home equity loans. Auto
revenues decreased $0.4 million to $2.6 million for the three months ended
September 30, 2003 from $3.0 million for the three months ended September 30,
2002.  Auto revenues increased $0.5 million to $8.1 million for the nine months
ended September 30, 2003 from $7.6 million for the nine months ended September
30, 2002.  Auto refinance loans accounted for 36% and 57% of auto closed loan
volume in the three months ended September 30, 2002 and 2003, respectively. The
increase in auto revenues from the nine months ended September 30, 2002 to the
nine months ended September 30, 2003 is largely a result of the new QSPE
structure introduced in June 2002 that improved our ability to offer competitive
rates to consumers which increased prime auto loan volume. In the third quarter
of 2003, the Company transitioned its sub-prime loan platform from self-funding
to referral basis. Going forward, the Company will not be funding sub-prime auto
loans. The Company expects that auto revenues will decrease slightly through the
remainder of 2003 as a result of a reduction in prime auto loan volume and a
decrease in auto purchases due to the seasonality of the auto sales
industry.

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

`Three Months Ended      Nine Months Ended
                          September 30,           September 30,
                         2002        2003        2002        2003
                      ----------  ----------  ----------  ----------
Mortgage
$ Volume             $  944,538  $1,289,200  $2,627,834  $3,613,950
Revenue              $   16,773  $   26,856  $   41,326  $   82,212
BPS                         178         208         157         227

Home Equity
$ Volume             $  123,879  $  275,227  $  345,652  $  635,185
Revenue              $    3,129  $    7,412  $    8,680  $   16,685
BPS                         253         269         251         263

Auto
$ Volume             $  169,305  $  193,582  $  460,501  $  526,417
Revenue              $    3,036  $    2,646  $    7,576  $    8,119
BPS                         179         137         165         154`

The following table reflects the percentages of
the Company's mortgage closed loan volume from purchase and refinance loans as
compared to the total market (according to Mortgage Bankers Association of
America) through 2003.  The Mortgage Bankers Association of America data for the
third quarter of 2003 below represents its estimate as of  October 22, 2003:

`2000     2001     2002    Q1 03    Q2 03    Q3 03
                    -------- -------- -------- -------- -------- --------
E-LOAN Mortgage*
    Purchase             61%      16%      21%      25%      32%      48%
    Refinance            39%      84%      79%      75%      68%      52%

Total Market*
    Purchase             81%      43%      41%      29%      32%      32%
    Refinance            19%      57%      59%      71%      68%      68%`

* Excludes home equity and auto loan volume

Operating Expenses

Total Operating Expenses

Operations.

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

`Three Months Ended          Nine Months Ended
                                                      September 30,               September 30,
                                                     2002          2003         2002         2003
                                                 ------------  ------------  -----------  -----------
Mortgage ...................................... $      7,822  $      9,708  $    19,638  $    28,823
Interest expense on mortgage loans.............        2,289         2,435        5,102        7,339
Home equity....................................        2,333         3,733        5,508        9,932
Interest expense on home equity loans..........          392           647          743        1,467
Auto...........................................        2,430         2,543        6,383        9,029
Other..........................................           17            --           88           --
                                                 ------------  ------------  -----------  -----------
Total operations............................... $     15,283  $     19,066  $    37,462  $    56,590
                                                 ============  ============  ===========  ===========`

Operations expense increased $3.8 million to $19.1 million
for the three months ended September 30, 2003 from $15.3 million for the three
months ended September 30, 2002.  Operations expense increased $19.1 million to
$56.6 million for the nine months ended September 30, 2003 from $37.5 million
for the nine months ended September 30, 2002.  Operations expense decreased as a
percentage of revenue from 54% to 44% and 53% to 45% for the three and nine
months ended September 30, 2002 and 2003, respectively.  The increase in
absolute dollars is primarily due to increases in mortgage, home equity and auto
operations expenses, due to higher volumes. In the nine months ended September
30, 2003, auto operations expense included expenses of approximately $1.3
million related to the one-time transition of auto operations from Florida to
California.  The Company completed the transition in June.

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

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

`Three Months Ended    Nine Months Ended
                                         September 30,         September 30,
                                       2002       2003       2002       2003
                                     ---------  ---------  ---------  ---------
Mortgage........................... $   8,951  $  17,148  $  21,688  $  53,389
Mortgage interest margin...........     2,259      2,703      5,422      7,816
Home equity........................       796      3,679      3,172      6,753
Home equity interest margin........       313        695        718        982
Auto...............................       606        103      1,193       (910)
Other..............................       229        382        533      1,029
                                     ---------  ---------  ---------  ---------
Total direct margin................ $  13,154  $  24,710  $  32,726  $  69,059
                                     =========  =========  =========  =========`

Direct margin increased $11.5 million to $24.7 million for
the three months ended September 30, 2003 from $13.2 million for the three
months ended September 30, 2002.  Direct margin increased $36.4 million to $69.1
million for the nine months ended September 30, 2003 from $32.7 million for the
nine months ended September 30, 2002.  The growth in direct margin is due
largely to the contribution from mortgage volume coupled with technology and
process improvements.  Additionally, the increase in direct margin is due to the
positive spread of interest income over interest expense.  The Company
anticipates that mortgage revenue per loan will decline significantly in the
remainder of 2003, as the overall level of refinance activity declines and
competitive pricing pressure increases. Auto direct margin was negative in the
nine months ended September 30, 2003 due to the one-time expense of
approximately $1.3 million for the nine months ended September 30, 2003 related
to the transition of auto operations from Florida to California.

Sales and Marketing. Sales and marketing
expense is primarily comprised of expenses related to advertising, promotion and
distribution partnerships and employee compensation and other expenses related
to personnel.  Sales and marketing expense increased $5.4 million to $11.9
million for the three months ended September 30, 2003 from $6.5 million for the
three months ended September 30, 2002.  Sales and marketing expense increased
$14.0 million to $31.8 million for the nine months ended September 30, 2003 from
$17.8 million for the nine months ended September 30, 2002.  Sales and marketing
expense increased as a percentage of revenue from 23% to 27% for the three
months ended September 30, 2002 and 2003, respectively, and remained constant as
a percentage of revenue at 25% for the nine months ended September 30, 2002 and
2003.  Sales and marketing expenses are expected to increase to approximately
36% of total revenues in the fourth quarter of 2003.

Technology. Technology expense includes
employee compensation, the introduction of new technologies and the support of
E-LOAN's existing technological infrastructure. Technology expense increased
$0.6 million to $2.0 million for the three months ended September 30, 2003 from
$1.4 million for the three months ended September 30, 2002.   Technology expense
increased $1.9 million to $6.0 million for the nine months ended September 30,
2003 from $4.1 million for the nine months ended September 30, 2002. Technology
expense remained constant as a percentage of revenue at 5% for the three months
ended September 30, 2002 and 2003, respectively.  Technology expense decreased
as a percentage of revenue from 6% to 5% for the nine months ended September 30,
2002 and 2003, respectively, Technology expenses are expected to stay fairly
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 increased $0.4 million
to $2.1 million for the three months ended September 30, 2003 from $1.7 million
for the three months ended September 30, 2002. General and administrative
expense increased $2.1 million to $6.8 million for the nine months ended
September 30, 2003 from $4.7 million for the nine months ended September 30,
2002. General and administrative expense remained constant as a percentage of
revenue at 5% for the three months ended September 30, 2002 and 2003,
respectively and decreased as a percentage of revenue from 7% to 5% for the nine
months ended September 30, 2002 and 2003, respectively.  General and
administrative expenses are expected to stay fairly constant in absolute dollars
in the upcoming quarters.

Other Income, net.  Other income, net,
increased $0.2 million to $0.3 million for the three months ended September 30,
2003 from income of $0.1 million for the three months ended September 30, 2002.
Other income, net, increased $0.8 million to $0.8 million for the nine months
ended September 30, 2003 from income of $0 million for the nine months ended
September 30, 2002.  The increase is primarily attributable to the interest
income generated from the retained interest asset.

CRITICAL ACCOUNTING POLICIES

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

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

Valuation of derivative instruments.
On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative and Hedging Activities"
("SFAS 133"), as subsequently amended by Statement of Financial
Accounting No. 138.  In accounting for its derivative financial instruments,
SFAS 133 requires an entity to recognize all derivative assets or liabilities in
the statement of financial condition and measure those instruments at fair
value.  The accounting for changes in fair value of the derivative depends on
the intended use of the derivative and the resulting designation.  An entity
that elects to apply hedge accounting is required to establish at the inception
of the hedge the method it will use in assessing the effectiveness of the
hedging derivative and the measurement approach for determining the
ineffectiveness of the hedge.  These methods must be consistent with the
entity's approach to managing risk.  The Company is a party to mortgage rate
lock commitments to fund mortgage loans at interest rates previously agreed
(locked) by both the Company and the borrower for specified periods of time.
When the borrower locks their interest rate, the Company effectively extends a
put option to the borrower, whereby the borrower is not obligated to enter into
the loan agreement, but the Company must honor the interest rate for the
specified time period.  Under SFAS 133 mortgage interest rate locks are
derivatives.  The Company is exposed to interest rate risk during the
accumulation of interest rate lock commitments and loans prior to sale. The
Company utilizes either a best efforts sell forward commitment or a mandatory
sell forward commitment to economically hedge the changes in fair value of the
loan due to changes in market interest rates.  Both best efforts and mandatory
sell forward sale commitments are derivatives under SFAS 133.  Throughout the
lock period the changes in the market value of interest rate lock commitments,
best efforts and mandatory forward sale commitments are recorded as unrealized
gains and losses and are included in the statement of operations in mortgage
revenue. Once the mortgage loan is funded the Company hedges changes in the fair
value of the loan, if not previously hedged at time of lock through use of a
best efforts sell forward agreement, by entering into a forward delivery
commitment at a specified price.

The Company's management has made complex judgments in their
application of SFAS 133.  The judgments include the identification of hedging
instruments, hedged items, nature of the risk being hedged, and how the hedging
instrument's effectiveness will be assessed.  The Company designates forward
delivery commitments, where the company intends to deliver the underlying loan
into the commitment, as a fair value SFAS 133 hedge at the commitment date.   In
addition, the Company designates all non-mandatory forward sale agreements as
fair value SFAS 133 hedges for underlying loans at funding date.  The Company
does not designate mandatory sell forward agreements as SFAS 133 hedges but does
utilize them to economically hedge the changes in fair value of rate lock
commitments with borrowers for which a non-mandatory forward sale agreement has
not been obtained.  The Company did not have a material gain or loss
representing the amount of hedge ineffectiveness related to non-mandatory
forward sale agreements or delivery commitments during the three and nine months
ended September 30, 2003.

In September 2003, the Company began hedging its interest
rate risk on auto loan approvals. When the Company issues an auto loan approval,
the Company extends a put option to the borrower, whereby the borrower is not
obligated to enter into the loan agreement, but the Company must honor the
interest rate for up to a 45-day period.  Under SFAS 133, auto loan approvals
are not considered derivatives. However, the company is still exposed to
interest rate risk from issuance of approval to loan sale. The Company enters
into amortizing swap contracts to economically hedge the interest rate changes
in auto loan approvals. These swap contracts are considered derivatives under
SFAS 133. The Company marks-to-market any changes in the value of outstanding
swap contracts, which are recorded as unrealized gains and losses and included
in the statement of operations in auto revenue.

Capitalized software.  In 1999, the Company adopted
SOP 98-1,Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use, which requires that the Company expense computer software
costs as they are incurred in the preliminary project stage. Once the
capitalization criteria of the SOP have been met, external direct costs of
materials and services consumed in developing or obtaining internal-use computer
software and payroll and payroll related costs for employees who are directly
associated with and who devote time to the internal-use computer software are
capitalized. Capitalized costs are generally amortized over one to three years
on a straight-line basis. As of September 30, 2003, the Company had capitalized
approximately $7.0 million in internally developed software costs of which $3.6
million had been amortized.

Reserves for loan originations.  The Company sells
loans to loan purchasers on a servicing released basis without recourse.  As
such, the risk of loss or default by the borrower has generally been assumed by
these purchasers. However, the Company is usually required by these purchasers
to make certain representations relating to credit information, loan
documentation and collateral. To the extent that the Company does not comply
with such representations, or there are early payment defaults, the Company may
be required to repurchase loans or indemnify these purchasers for any losses
from borrower defaults.  In connection with a majority of its loan sales
agreements, the Company is also responsible for a minimum number of payments to
be made on each loan, or else the Company may be required to refund the premium
paid to it by the loan purchaser.  As such, the Company records reserves based
on certain assumptions in anticipation of future losses as a result of current
activity.

Loan loss reserves due to violations of representations and
warranties are recorded based on a percentage of current month originations.
The Company currently calculates this loss rate exposure based on similar
lending portfolios.  Once the Company has endured a complete economic cycle, the
rate will be determined based on actual losses as a percentage of origination
volume on a historical basis.  Premium repayment reserves, generated through
early loan prepayments, are recorded based on a rate determined by calculating
actual prepayments as a percentage of originations on a historical basis applied
to current month originations.

Stock Compensation. The Company accounts for stock-
based employee compensation arrangements in accordance with the provisions of
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
to Employees and related interpretations, and complies with the disclosure
requirements of SFAS No. 123, Accounting for Stock-Based Compensation.
Under APB No. 25, compensation expense is based on the excess of the estimated
fair value of the Company's stock over the exercise price, if any, on the date
of grant. The Company accounts for stock issued to non-employees in accordance
with the provisions of SFAS No. 123 and the Emerging Issues Task Force Consensus
in Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Non-
Employees for Acquiring, or in Conjunction with Selling, Goods or
Services.

Deferred Tax Asset. The Company accounts for income
taxes using the liability method in accordance with SFAS No. 109, Accounting
for Income Taxes. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. Valuation allowances are
established when necessary to reduce deferred tax assets to the amounts expected
to be realized. Management evaluates the recoverability of the deferred tax
assets and the level of the valuation allowance. At such time as it is
determined that it is more likely than not that the deferred tax asset will be
realizable, the valuation allowance will be reduced.  Due to the uncertainty
surrounding the realization of favorable attributes in future tax returns, the
Company has recorded a valuation allowance against its net deferred tax assets
at September 30, 2003. The Company did not set up a valuation allowance against
the state deferred tax asset that arose in 2002 because it is expected to be
fully realized in 2003. The provision for income tax expense represents taxes
payable for the current period, plus the net change in deferred tax assets and
liabilities.

LIQUIDITY AND CAPITAL RESOURCES

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

Net cash used by operating activities was $103.7 million for
the nine months ended September 30, 2002.  This was primarily due to the use of
cash from the increase in loans-held-for-sale, the retained interest in auto
loans and accounts receivable, offset by cash provided by net income.  The
increase in loans held-for-sale as of September 30, 2002 is due to the amount of
loans funded exceeding the amount of loan sales in the period.

Net cash provided by operating activities was $338.6 million
for the nine months ended September 30, 2003.  Net cash provided by operating
activities during the nine months ended September 30, 2003 was primarily due to
the cash provided from the decrease in loans held-for-sale plus net income,
offset by the use of cash due to the increase of the retained interest in auto
loans and other assets.  The decrease in loans held-for-sale as of September 30,
2003 is due to the amount of loan sales in the period exceeding the amount of
loans funded.  A funded loan remains held-for-sale until it is sold. During the
nine months ended September 30, 2003, the Company sold substantially all of the
loans included in the loan balance at December 31, 2002, as well as
substantially all of the loans funded during the nine months ended September 30,
2003.  This had a positive impact on revenue in the current quarter as we
recognize revenue on self-funded loans at time of sale.

Net cash used in investing activities was $2.7 million and
$7.6 million for the nine months ended September 30, 2002 and 2003,
respectively.  Net cash used in investing activities was primarily for the
purchase of software, furniture, equipment and leasehold improvements.

Net cash provided by financing activities was $106.5 million
for the nine months ended September 30, 2002.  Net cash provided financing
activities during the nine months ended September 30, 2002 was primarily from
net proceeds from borrowings under the Company's warehouse lines of credit and
other credit facilities.  The ongoing funding of loans is facilitated through
the use of warehouse and other lines of credit.

Net cash used in financing activities was $318.3 million for
the nine months ended September 30, 2003.  Net cash used in financing activities
during the nine months ended September 30, 2003 was primarily from net
repayments on the Company's warehouse lines of credit and other credit
facilities, offset by cash provided from the issuance of common stock.

The Company has a warehouse line of credit for borrowings of
up to $150 million for the interim financing of mortgage loans with GMAC Bank.
The interest rate charged on borrowings against these funds is variable based on
LIBOR plus various percentage points. Borrowings are collateralized by the
related mortgage loans held-for-sale. The committed line of credit expires on
November 30, 2003. Upon expiration, management believes it will either renew its
existing line or obtain sufficient additional lines. This line of credit
agreement requires the Company to comply with various financial and non-
financial covenants. In particular, the Company must maintain a minimum
unrestricted cash balance of $12.5 million in addition to the requirement that
the Company maintain at least one other warehouse facility of no less than $100
million. Failure to comply with these, or any other covenants, could result in
the obligation to repay all amounts then outstanding. The Company was in
compliance with all covenants for this agreement during the three and nine
months ended and at September 30, 2003.

The Company has a warehouse line of credit for borrowings of
up to $75 million for the interim financing of mortgage loans with Residential
Funding Corporation. The interest rate charged on borrowings against these funds
is variable based on LIBOR plus various percentage points. Borrowings are
collateralized by the related mortgage loans held-for-sale. The committed line
of credit expires on December 31, 2003. Upon expiration, management believes it
will either renew its existing line or obtain sufficient additional lines. This
line of credit agreement generally requires the Company to comply with various
financial and non-financial covenants. In particular, the Company must maintain
a minimum unrestricted cash balance of $12.5 million , maintain at least one
other warehouse facility of no less than $100 million, and must not permit quarterly net
income to be less than zero. Failure to comply with
these, or any other covenants, could result in the obligation to repay all
amounts then outstanding. The Company was not in compliance with its current
ratio covenant for this agreement for the months ended April 30, and May 31,
2003, and subsequently obtained a waiver from the lender. The Company was in
compliance with all covenants during the three months ended and at September 30,
2003.

The Company has an agreement to finance up to $475 million of
mortgage loan inventory pending sale of these loans to the ultimate mortgage
loan investors with Greenwich Capital. Of this amount, $200 million is available
in committed funds. This loan inventory financing is secured by the related
mortgage loans. The interest rate charged on borrowings against these funds is
based on LIBOR plus various percentage points.  The line requires the
restriction of $2.5 million in cash as additional collateral.  The line expires
March 30, 2004. Upon expiration, management believes it will either renew its
existing line or obtain sufficient additional lines. This agreement includes
various financial and non-financial covenants. In particular, the Company must
maintain a minimum cash and cash equivalents balance of the higher of $15
million (including Restricted Cash) or the highest amount required by any other
lender or agreement. Additionally, the Company is required to maintain at least
one other warehouse facility of no less than $50 million. Failure to comply with
these, or any other covenants, could result in the obligation to repay all
amounts then outstanding.  The Company was in compliance with all debt covenants
for this agreement during the three and nine months ended and at September 30,
2003.

In addition, the Company has an uncommitted mortgage loan
purchase and sale agreement with Greenwich Capital.  Under the terms of this
agreement, mortgage loans which are subject to a "take-out" commitment
between the Company and an investor, but have not yet been purchased, may be
sold to Greenwich Capital with the accompanying trade assignment.  This allows
the Company to accelerate turnover and provide additional liquidity to fund
additional mortgage loans.

The Company has a $10 million line of credit facility with
Merrill Lynch Mortgage Capital, Inc. to support the interim funding of auto
loans prior to the sale to the ultimate auto loan purchaser. The interest rate
charged on this line is based on LIBOR plus various percentage points. This
facility expires on July 13, 2004. Upon expiration, management believes it will
either renew its existing line or obtain sufficient additional lines.  The
Company was in compliance with all debt covenants for this agreement during the
three and nine months ended and at September 30, 2003.

In June 2002, the Company created a qualified special purpose
entity, E-Loan Auto Fund One, LLC ("E-Loan Auto"), which purchases prime auto
loans from the Company and then holds the loans. E-Loan Auto finances its
purchases through a $800 million credit facility with Merrill Lynch Bank USA,
which can support originations through July 13, 2005.  Borrowings are
collateralized by the related auto loans held by E-Loan Auto.  The Company is
not obligated to repay any balance outstanding under the credit facility that
exists between E-Loan Auto and Merrill Lynch Bank USA. Upon expiration, the
Company anticipates that E-Loan Auto will either renew its existing line or
obtain sufficient additional lines.

On June 30, 2003, the Company obtained a $5 million line of
credit from Wells Fargo Bank, National Association. The interest rate charged on
borrowings against these funds is based on LIBOR plus 2% and is payable monthly.
This line of credit agreement requires the Company to comply with various
financial and non-financial covenants.  In particular, the Company must not
permit quarterly net income to be less than zero. The line
expires on June 30, 2004.  As of September 30, 2003, the Company had a balance
of $2.7 million on this line of credit.

The Company believes that its existing cash and cash
equivalents as of September 30, 2003 will be sufficient to fund its operating
activities, capital expenditures and other obligations for the next twelve
months.  However, if during that period or thereafter the Company is not
successful in generating sufficient cash flow from operations, or in raising
additional funds when required in sufficient amounts and on terms acceptable to
the Company, it could have a material adverse effect on the Company's business,
results of operations and financial condition. If additional funds are raised
through the issuance of equity securities, the percentage ownership of its
then-current stockholders would be reduced.

FORWARD LOOKING STATEMENTS

The statements contained in this Report that are not
historical facts are "forward-looking statements" (as such term is defined in
Section 27A of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934), which can be identified by the use of forward-looking
terminology such as "estimated," "projects," "anticipated," "expects,"
"intends," "believes," or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve risks and
uncertainties. These forward-looking statements, such as the Company's plans to
increase 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 capital
resources and the availability of additional financing, and other statements
contained in this Report regarding matters that are not historical facts, are
only estimates or predictions and cannot be relied upon. No assurance can be
given that future results will be achieved; actual events or results may differ
materially as a result of risks facing the company or actual results differing
from the assumption underlying such statements. Such risks and assumptions
include, but are not limited to, E-LOAN's ability to access additional debt or
equity financing in the future, secure replacement lines of credit for mortgage
and auto loans, respond to increasing competition, secure additional loan
purchasers, manage growth of E-LOAN's operations, as well as regulatory,
legislative, and judicial developments that could cause actual results to vary
materially from the future results indicated, expressed or implied in such
forward-looking statements. All written and oral forward-looking statements made
in connection with this Report which are attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the "Factors
Affecting Future Operating Results" and other cautionary statements included
herein. The Company disclaims any obligation to update information contained in
any forward-looking statement.

FACTORS AFFECTING FUTURE OPERATING RESULTS

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

While we achieved our first profitable year during fiscal
2002, we have a history of losses, and we may not be able to maintain
profitability.

While we achieved our first profitable year during 2002,
we have an accumulated deficit of $183.8 million, as of September 30, 2003.
Because we expect that our operating costs will increase to accommodate expected
growth in loan applications, we will need to generate significant revenues to
maintain profitability. We may not sustain or increase profitability on a
quarterly or annual basis in the future. If revenues grow more slowly than we
anticipate, or if operating expenses exceed our expectations or cannot be
adjusted accordingly, our business, results of operations and financial
condition will be adversely affected.

We have a limited operating history and consequently face
significant risks and challenges in building our business.

We were incorporated in August 1996, initiated our online
mortgage operations in June 1997 and acquired our online auto operations in
September 1999. We cannot assure you that we will be able to operate
successfully if a downturn in the mortgage or auto business occurs. As a result
of our limited operating history, our recent growth and our reporting
responsibilities as a public company, we may need to expand operational,
financial and administrative systems and control procedures to enable us to
further train and manage our employees and coordinate the efforts of our
underwriting, accounting, finance, marketing, and operations departments.

Our quarterly financial results are vulnerable to
significant fluctuations and seasonality, which could adversely affect our stock
price.

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

Interest rate fluctuations could significantly reduce
customers' incentive to refinance existing mortgage loans.

A significant percentage of our mortgage customers use
our services to refinance existing mortgages and they are motivated to do so
primarily when interest rates fall below the rates of their existing mortgages.
In an environment of rising or high interest rates relative to the interest
rates on existing loans, consumers' incentive to refinance will be greatly
reduced and the number of loans that we originate could significantly decline.
As a result, our business and results of operations may be adversely
affected.

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. The interest direct margin earned on loans held-for-sale
significantly benefited from the spread between long-term and short-term
interest rates starting in 2001 and continuing through the second quarter of
2003. Based on historical trends, we would not expect the same level of benefit
from interest rate spreads in a normal market. We have implemented a hedging
program to manage the risk of loss due to fluctuations in interest rates, but
our hedging efforts may not be successful, and no hedging strategy can
completely eliminate interest rate risk. A sharp decrease in interest rates over
a short period may cause customers who have interest rates on mortgage loans
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 on
mortgage loan interest rate locks 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. In addition, in
September 2003, we began managing our interest rate exposure related to our auto
loan approvals by entering into amortizing swap contracts. Approved auto loan
applicants are provided a guaranteed rate for up to a 45 day period. To the
extent that we implement a hedging strategy but are unable to effectively match
our coverage with anticipated loan volume, it is possible that we could
experience a net loss on those loan approvals. Finally, if we are unable to
obtain the necessary liquidity to execute our hedging programs through multiple
hedge counterparties, our hedging strategy may not succeed. We currently have
one counter-party for auto hedging and 15 counterparties for mortgage
hedging.

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

We have recently experienced significant growth in our
business, and if we are unable to manage this growth, our business will be
adversely affected.

Over the past two years we have experienced significant
growth, which has placed a strain on our resources and will continue to do so in
the future. Our failure to manage this growth effectively could adversely affect
our business. We may not be successful in managing or expanding our operations
or maintaining adequate management, financial and operating systems and
controls. Our headcount has grown substantially. At September 30, 2002 and
2003, we had 601 and 890 full-time employees, respectively.

Our future success is dependent upon increased acceptance
of the internet by consumers and lenders as a medium for lending.

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

The termination of one or more of our mortgage funding
sources would adversely affect our business.

We depend on GMAC Bank, formerly GE Capital Mortgage
Services, Inc. ("GMAC Bank"), Greenwich Capital Financial Products, Inc.
("Greenwich Capital") and Residential Funding Corporation to finance our self-
funded mortgage loan activities through the warehouse credit facilities they
provide. If any of these warehouse credit facilities becomes unavailable, our
business would be adversely affected. Under our agreements with each of these
lenders, we make extensive representations, warranties and various operating and
financial covenants. A material breach of these representations, warranties or
covenants on any of our 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 our warehouse lenders as a
result of our failure to comply with covenants regarding the issuance of capital
stock, excess asset purchases and our failure to meet financial ratios. More
recently, we obtained a waiver from one of our warehouse lenders due to a
failure to meet a current ratio covenant for the months ended April 30 and
May 31, 2003. Our agreement with Greenwich Capital expires on March 30,
2004, our agreement with GMAC Bank expires on November 30, 2003 and our
agreement with Residential Funding Corporation expires on December 31,
2003. Upon expiration of these agreements management believes it will either
renew its existing warehouse credit facilities or obtain sufficient additional
credit facilities. However, we cannot assure you that these agreements will be
renewed or extended past their current expiration dates, and additional sources
of funding for our mortgage loans may not be available on favorable terms or at
all.

The termination of our auto line of credit would adversely
affect our business.

We have obtained a line of credit from Merrill Lynch
Mortgage Capital Inc. to finance the funding of our auto loans, and this is our
sole facility for auto loan fundings. If this credit facility becomes
unavailable, our business could be adversely affected. Under our line of credit
agreement, we make extensive representations, warranties and various operating
and financial covenants. A material breach of these representations, warranties
or covenants could result in the termination of the facility and an obligation
to repay all amounts outstanding at the time of termination. In the past we have
had to obtain waivers from our previous auto line of credit provider (Bank One,
N.A.) as a result of our failure to comply with a covenant regarding a debt to
tangible net worth ratio. Our line of credit with Merrill Lynch Mortgage Capital
Inc. expires July 13, 2004. Upon expiration, management believes it will
either renew its existing line or obtain sufficient additional lines. However,
we cannot assure you that this agreement will be renewed or extended past its
current expiration date, and additional sources of funding for our auto loans
may not be available on favorable terms or at all.

We are primarily dependent on two loan purchasers for all
of our home equity business.

For the nine months ended September 30, 2003, the
majority of our home equity loans were purchased by Wells Fargo Bank and
the Provident Bank pursuant to Home Equity Loan/Line Purchase Agreements. If either loan
purchaser is unable or unwilling to purchase our home equity loans, we may
experience delays in our ability to accept or process home equity loan
applications until we are able to secure new sources of loan purchasers.
Sufficient additional sources of loan purchasers for our home equity loans may
not be available on favorable terms or at all.

We are dependent on one  loan purchaser for all of our
auto loan business.

We currently sell all of our prime auto loans to E-Loan
Auto Fund One, LLC, a qualified special purpose entity (QSPE). The QSPE is
dependent on Merrill Lynch Bank USA to provide the necessary financing to
continue purchasing loans from us. If Merrill Lynch Bank USA is unable or
unwilling to provide continuing financing to the QSPE, additional forms of
financing may not be available 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
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. Our agreement with the Agencies can be terminated by either
party. The termination of our agreements with the Agencies would adversely
affect our business by reducing our ability to streamline the mortgage
origination process.

Any outages, delays or other difficulties experienced by
the internet service providers, online service providers or other website
operators on which our users depend could adversely affect our business.

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

Our business will be adversely affected if we are unable
to safeguard the security and privacy of our customers' financial data.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Interest rate movements significantly impact our volume
of closed loans and represent the primary component of market risk to us. 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 and auto loans.

We attempt 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 our hedging activities.
Individual mortgage loan risks are aggregated by loan type and pipeline
production status, and are then matched, based on duration, with the appropriate
hedging instrument, thus mitigating basis risk until closing and delivery. We
currently hedge our mortgage pipeline through mandatory forward sales of Fannie
Mae mortgage-backed securities and both mandatory and non-mandatory forward loan
sale agreements with the ultimate investor. We determine which alternative
provides the best execution in the secondary market.  In addition, we do not
believe our net interest income would be materially affected as a result of
concurrent changes in long-term and short-term interest rates due to the short
duration of time loans are held on the balance sheet prior to being sold
(typically under thirty days).  In September 2003, we began managing our
interest rate exposure related to our auto loan approvals by entering into
amortizing swap contracts.

We believe that we have implemented a cost-effective hedging
program to provide a high level of protection against changes in the market
value of rate-lock commitments and auto loan approvals. However, an effective
strategy is complex and no hedging strategy can completely insulate the Company
against such changes.

ITEM 4. CONTROLS AND PROCEDURES

As of September 30, 2003, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of the Company's
disclosure  controls and procedures (as defined in Exchange Act Rule 13a-15(e) and Rule
15d-15(e)). Based upon that evaluation, the Company's Chief Executive  Officer and Chief
Financial Officer concluded that the Company's disclosure controls and procedures are effective
at a reasonable level in timely alerting  them to material information relating to the Company
that is required to be included in the Company's periodic filings with the Securities and
Exchange  Commission. There has been no change in the Company's internal control over financial
reporting that occurred during the Company's most recent fiscal  quarter that has materially
affected or is reasonably likely to materially affect, the Company's internal control over
financial reporting.

The Company's management, including the Chief Executive Officer and Chief Financial Officer,
do not expect that the Company's disclosure controls or  internal controls will prevent all
error and all fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not  absolute, assurance that the objectives of the control system are met due
to numerous factors, ranging from errors to conscious acts of an individual, or  individuals
acting together. In addition, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls  must be considered relative to their
costs. Because of inherent limitations in a cost-effective control system, misstatements due to
error and/or fraud may  occur and not be detected.

PART II OTHER INFORMATION

Item 1. 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, financial
position or liquidity.

Please refer to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2002, filed on March 31, 2003 and our previous Quarterly
Reports on Form 10-Q, which disclose claims which have been filed against the
Company. There have been no material developments with respect to these claims
since the previously filed Annual and Quarterly Reports.

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item  6. Exhibits and Reports on Form 8-K

(a)   
                 Exhibits:

|3.1   | Restated Certificate of Incorporation of E-LOAN dated
July 2, 1999 (1)                                                                                  
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   | Corrected Certificate of Amendment of Restated
Certificate of Incorporation of E-LOAN, Inc. dated February 15, 2001
(2)                                 
|3.3   | Amended and Restated Bylaws of E-LOAN, Inc. dated March
16, 2001 (2)                                                                                    
|10.21 | First Amendment to Servicing and Custodian Agreement
with E-Loan Auto Fund LLC and Systems & Services Technologies, Inc. dated
July 14, 2003
   PDF     
|10.23 | Fourteenth Modification Agreement with GMAC dated
August 11, 2003

   PDF                                                                               
|10.24 | Tri-Party Letter Agreement with Residential Funding
Corporation and Greenwich Capital Financial Products, Inc. dated August 18,
2003
   PDF             
|10.25 | Amendment Two to Marketing, Promotion, Distribution,
and Related Services Agreement with zipRealty, Inc. dated August 22, 2003*

   PDF                 
|10.26 | Mortgage Loan Custodial Agreement with Greenwich
Capital Financial Products, Inc. and GMAC dated September 1, 2003

   PDF                              
|10.27 | Second Amendment to Servicing and Custodian Agreement
with E-Loan Auto Fund LLC and Systems & Services Technologies, Inc. dated
September 1, 2003
   PDF
|10.28 | Sixteenth Modification Agreement with GMAC Bank dated
September 10, 2003

   PDF                                                                        
|10.29 | Amendment Number Seven to the Master loan and Security
Agreement with Greenwich Capital Financial Products, Inc. dated September 16,
2003
   PDF        
|10.30 | Letter Agreement regarding Sale of Warehouse Credit
Agreement from GMAC Bank dated September 23, 2003

   PDF                                           
|10.31 | Amendment Number Eight to the Master Loan and Security
Agreement with Greenwich Capital Financial Products, Inc. dated September 24,
2003
   PDF        
|31.1  | Chief Executive Officer Certification of Periodic Financial Report
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002#                           
|31.2  | Chief Financial Officer Certification of Periodic Financial Report Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002#                           
|32.1  | Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002+         
|32.2  | Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002+         



(1) Incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2000, filed on August 14, 2000.

(2) Incorporated by reference to Exhibit 3.2 of the Company's
Amendment to its Annual Report on Form 10-K/A for the fiscal year ended December
31, 2000, filed on April 23, 2001.

(3) Incorporated by reference to  Exhibit 3.3 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2002, filed on March 31,
2003.

* Confidential Treatment Requested

# Filed herewith

+ Furnished herewith

PDF Also Furnished in PDF as a courtesy

(b)    Reports on Form 8-K

The Company filed one report on Form 8-K during the three months ended
September 30, 2003 on July 24, 2003 for the purpose of reporting under Item 5
thereof the renewal of its auto loan credit facility. The Company also furnished
to the SEC a report on Form 8-K on July 1, 2003 for the purpose of reporting
under Item 9 that the Company would join the Russell 2000 ® and Russell 3000
® stock indexes, and a report  on July 31, 2003 for the purpose of reporting
under Item 9 and Item 12 thereof the results of its second quarter financial
results.

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SIGNATURES

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



| |             
| | ------------
| | E-LOAN, INC.

Dated: November 14, 2003

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

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