**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, 2001** or**

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

**For the transition period from ________to _________**

**Commission file number    000-25621**

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



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

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

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







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

As of November 1, 2001, 54,003,542 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, 2001
                                TABLE OF CONTENTS**



|**PART I.   FINANCIAL INFORMATION**                                                                                   | **Page No.**
|--------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                      |             
|Item 1.   Interim Financial Statements
                  (unaudited):                                                 |             
|                                                                                                                      |             
|Balance Sheets as of December 31, 2000 and September 30, 2001                                                         | **          
|                                                                                                                      |             
|Statements of Operations for the
    three and nine months ended September 30, 2000 and 2001                          | **          
|                                                                                                                      |             
|Statements of Cash Flows for the
    nine months ended September 30, 2000 and 2001                                    | **          
|                                                                                                                      |             
|Notes to Unaudited Financial Statements                                                                               | **          
|                                                                                                                      |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | **          
|                                                                                                                      |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                  | **          
|                                                                                                                      |             
|**PART II.  OTHER INFORMATION**                                                                                       |             
|                                                                                                                      |             
|Item 1.   Legal Proceedings                                                                                           | **          
|                                                                                                                      |             
|Item 2.   Changes in Securities and Use of Proceeds                                                                   | **          
|                                                                                                                      |             
|Item 3.   Defaults Upon Senior Securities                                                                             | **          
|                                                                                                                      |             
|Item 4.   Submission of Matters to a Vote of Security Holders                                                         | **          
|                                                                                                                      |             
|Item 5.   Other Information                                                                                           | **          
|                                                                                                                      |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | **          
|                                                                                                                      |             
|**Signature**                                                                                                         | **          

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**PART I -- FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

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**E-LOAN, INC.

                                 BALANCE SHEETS

                                 (In thousands)**

`December 31, September 30,
                                                          2000          2001
                                                      ------------  ------------
                                                                    (unaudited)
                            ASSETS
Current assets:
  Cash and cash equivalents (includes $0 and
    $4,500 of restricted cash) ..................... $     28,459  $     27,232
  Loans held-for-sale ..............................       22,745        33,233
  Accounts receivable, prepaids and other
    current assets .................................       10,360        11,259
                                                      ------------  ------------
     Total current assets ..........................       61,564        71,724
Fixed assets, net ..................................        8,025         6,549
Deposits and other assets ..........................        2,010         2,062
Goodwill and intangible assets .....................       28,144           --
                                                      ------------  ------------
     Total assets .................................. $     99,743  $     80,335
                                                      ============  ============

    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Warehouse and other lines payable ................ $     17,678  $     31,131
  Accounts payable, accrued expenses and other
    current liabilities ............................       11,928         9,044
  Capital lease obligation .........................          396           297
  Notes payable ....................................        1,167           --
                                                      ------------  ------------
     Total current liabilities .....................       31,169        40,472
Capital lease obligations ..........................          213           --
Notes payable ......................................          875         5,000
                                                      ------------  ------------
     Total liabilities .............................       32,257        45,472
                                                      ------------  ------------

Commitments and contingencies (Note 9)

Stockholders' equity:
Common stock, 150,000,000 $0.001 shares
  authorized, 53,449,236 and 53,832,137
  shares issued and outstanding at
  December 31, 2000 and September 30, 2001 .........           53            54
Less: subscription receivable ......................           (4)           (4)
Marketing services receivable.......................       (5,970)          --
Unearned compensation ..............................       (8,625)       (2,847)
Additional paid in capital .........................      259,366       256,440
Accumulated deficit ................................     (177,334)     (218,780)
                                                      ------------  ------------
     Total stockholders' equity.....................       67,486        34,863
                                                      ------------  ------------
     Total liabilities and stockholders' equity..... $     99,743  $     80,335
                                                      ============  ============`

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

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**E-LOAN, INC.

                            STATEMENTS OF OPERATIONS

                                 (IN THOUSANDS)

                                  (Unaudited)**

`Three Months Ended    Nine Months Ended
                                         September 30,         September 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Revenues .......................... $   8,966  $  16,862  $  24,563  $   48,435

Operating expenses:
  Operations ......................     8,442     10,181     22,448      32,361
  Sales and marketing .............     6,295      3,616     23,026      12,426
  Technology ......................     1,650      1,461      4,479       4,924
  General and administrative ......     1,548      1,380      5,290       4,143
  Amortization of non-cash
      marketing costs .............     2,985        --       3,504       5,970
  Amortization of unearned
      compensation ................     1,723      1,045      8,109       2,323
  Amortization of goodwill and
      intangible assets ...........     9,933      8,278     29,800      28,145
                                     ---------  ---------  ---------  ----------
   Total operating expenses .......    32,576     25,961     96,656      90,292
                                     ---------  ---------  ---------  ----------
Loss from operations ..............   (23,610)    (9,099)   (72,093)    (41,857)
Other income, net .................       486         88      1,075         409
                                     ---------  ---------  ---------  ----------
Net loss .......................... $ (23,124) $  (9,011) $ (71,018) $  (41,448)
                                     =========  =========  =========  ==========

Net loss per share:
   Basic and diluted .............. $   (0.44) $   (0.17) $   (1.53) $    (0.77)
                                     =========  =========  =========  ==========
Weighed-average shares -
   Basic and diluted ..............    52,949     53,830     46,291      53,746
                                     =========  =========  =========  ==========`

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

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**E-LOAN, INC.

                            STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

                                  (UNAUDITED)**

`Nine Months Ended
                                                                September 30,
                                                           -----------------------
                                                              2000        2001
                                                           ----------  -----------
Cash flows from operating activities:                                             
    Net loss ............................................ $  (71,018) $   (41,448)
    Adjustments to reconcile net loss to net cash
     used in operating activities:
      Amortization of unearned compensation .............      8,109        2,323
      Amortization of goodwill and intangible assets.....     29,800       28,145
      Amortization of non-cash marketing costs...........      3,504        5,970
      Depreciation ......................................      1,744        2,925
      Changes in operating assets and liabilities:
         Loans held-for-sale ............................     20,185      (10,486)
         Accounts receivable, prepaids, deposits
           and other assets .............................     (3,992)        (653)
         Accounts payable, accrued expenses and other
            payables.....................................     (1,606)      (2,884)
                                                           ----------  -----------
            Net cash used in operating activities .......    (13,274)     (16,108)
                                                           ----------  -----------
Cash flows from investing activities:                                             
    Purchase of furniture and equipment .................     (5,475)      (1,613)
    Disposal of furniture and equipment .................        --           164
                                                           ----------  -----------
            Net cash used in investing activities .......     (5,475)      (1,449)
                                                           ----------  -----------
Cash flows from financing activities:                                             
    Proceeds from issuance of common stock, net .........        901          229
    Proceeds from private placement, net of offering
       costs.............................................     39,172          --
    Proceeds from warehouse and other lines payable .....    649,352    2,122,005
    Repayments of warehouse and other lines payable .....   (669,969)  (2,108,552)
    Proceeds from notes payable .........................        --         5,000
    Repayments of notes payable .........................       (875)      (2,060)
    Proceeds from obligations under capital lease .......        --           107
    Payments on obligations under capital lease .........       (236)        (399)
                                                           ----------  -----------
            Net cash provided by
              financing activities ......................     18,345       16,330
                                                           ----------  -----------
Net decrease in cash ....................................       (404)      (1,227)
Cash and cash equivalents at beginning of period ........     37,748       28,459
                                                           ----------  -----------
Cash and cash equivalents at end of period .............. $   37,344  $    27,232
                                                           ==========  ===========
Supplemental cash flow information:                                               
    Cash paid for interest .............................. $    3,590  $     7,845
                                                           ==========  ===========`

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
provider of first and second mortgage loans, home equity loans, auto loans, and
small business loans, education loans and credit card referrals. The Company
operates as a single operating segment.

2.	BASIS OF PRESENTATION

Interim Financial Information (unaudited)

The accompanying financial statements as of September 30, 2000 and
2001 are unaudited. The unaudited interim financial statements have been
prepared on the same basis as the annual financial statements and, in the
opinion of management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company's financial
position, results of operations and cash flows as of September 30, 2000 and
2001. These financial statements and notes thereto are unaudited and should be
read in conjunction with the Company's audited financial statements included in
the Company's 10-K for the year ended December 31, 2000. The results for the
three and nine months ended September 30, 2001 are not necessarily indicative of
the expected results for the year ending December 31, 2001.

Use of Estimates in the Preparation of Financial Statements

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

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid monetary instruments with an
original maturity of three months or less from the date of purchase and
documentary drafts, to be cash equivalents. Cash equivalents are carried at
amortized cost, which approximates fair value. In accordance with financial
covenants governing a warehouse line payable, the Company must maintain a
minimum cash and cash equivalents balance of the higher of $20 million
(including Restricted Cash, excluding Documentary Drafts) or the highest amount
required by any other lender or agreement. In February 2001, the Company renewed
its $200 million warehouse line requiring the restriction of $4.5 million in
cash as additional collateral. The following summarizes cash and cash
equivalents at December 31, 2000 and September 30, 2001 ($000s):

`December 31, September 30,
                                           2000          2001
                                       ------------  ------------
Cash................................. $     12,290  $      6,669
Commercial paper.....................        8,524        14,371
Documentary drafts...................        7,645         1,692
Restricted cash......................          --          4,500
                                       ------------  ------------
                                      $     28,459  $     27,232
                                       ============  ============`



Documentary Drafts

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

Documentary drafts consist of cash allocated to satisfy documentary drafts
presented by borrowers before the required supporting documents are received by
the Company to complete the loan. If the required documentation is not provided
as agreed to by the borrower and auto dealer, then the allocation of cash is
reversed and the cash balance is restored. The Company's documentary draft
process allows for at least two business days to process the required supporting
documentation prior to determining whether to reverse or honor the original
presentment by the auto dealer. All documentary drafts are pledged as collateral
for borrowings under the auto line of credit at September 30, 2001 (see Note
6).

Derivative Instruments

On June 15, 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). SFAS No. 133 requires that
all derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings. The Company adopted SFAS 133 on January 1, 2001. Adoption of this
pronouncement resulted in a transition adjustment of a $0.2 million gain, which
was recorded as a component of mortgage revenue. For the three and nine months
ended September 30, 2001, the Company recorded $57,000 and $20,000,
respectively, as a component of mortgage revenue related to recording changes in
fair value of derivatives and underlying hedged loans in accordance with SFAS
133. The FASB is in the process of reviewing certain implementation guidance
which could affect the transition adjustment amounts for commitments to
originate loans.

Software Development Costs

The Company expenses computer software costs as they are incurred in
the preliminary project stage in accordance with SOP 98-1 Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use. Once the
capitalization criteria of the SOP have been met, external direct costs of
materials and services consumed in developing or obtaining internal-use computer
software and payroll and payroll related costs for employees who are directly
associated with and who devote time to the internal-use computer software are
capitalized. Capitalized costs are generally amortized over one to three years
on a straight-line basis. For the nine months ended September 30, 2001, the
Company had capitalized approximately $0.9 million in software development
costs.

Net Loss Per Share

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

Recent Accounting Pronouncements

During 2001 the Financial Accounting Standards Board issued Financial
Accounting Statements 141 and 142, Business Combinations and Goodwill
and Other Intangible Assets, respectively. The provisions of FAS 141 and FAS
142 are effective for business combinations effective June 30, 2001 onwards and
fiscal years commencing December 15, 2001, respectively. FAS 142 can be adopted
early for companies with fiscal years beginning after March 15, 2001 provided
their first quarter financial statements have not been previously issued. The
Company does not expect adoption of either of these statements to have any
impact on its financial results.

In October 2001, the FASB, issued Statement of Financial Accounting Standards
No. 144 (SFAS No. 144), "Accounting for the Impairment or Disposal of Long-Lived
Assets."

SFAS No. 144 provides guidance on the accounting for the impairment of long-lived assets
including amortizable intangibles and for long-lived assets to be
disposed of by sale, whether previously held and used or newly acquired. SFAS
No. 144 will be effective for fiscal years beginning after December 15, 2001.
The Company does not expect adoption of this statement to have any impact on its
financial results.

4.	LOANS HELD-FOR-SALE

The inventory of mortgage loans consists primarily of first and second
trust deed mortgages on residential properties located throughout the United
States. As of December 31, 2000 and September 30, 2001, the Company had net
mortgage loans held-for-sale of $18.6 million and $30.2 million, all of which
are on an accrual basis. All mortgage loans held-for-sale are pledged as
collateral for borrowings at December 31, 2000 and September 30, 2001 (see Note
6).

The inventory of auto loans consists primarily of loans against new and used
automobiles located throughout the United States. As of December 31, 2000 and
September 30, 2001, the Company had loans held-for-sale of $4.1 million and $3.1
million, all of which are on an accrual basis. All of the auto loans held-for-sale are pledged
as collateral for borrowings at September 30, 2001 (see Note
6).

5.	NOTES PAYABLE

On April 2, 2001, the Company entered into a loan agreement with
Christian A. Larsen, the Company's Chairman of the Board and Chief Executive
Officer, that provides the Company with the ability to draw funds up to an
aggregate of $7.5 million upon demand, expiring January 5, 2002. The borrowings
have an interest rate of the lower of 12% or the maximum legal rate allowed. Any
amounts outstanding under this agreement are due and payable no earlier than
expiration of the agreement. Additionally, under the terms of the loan agreement
with Mr. Larsen, if the Company at any time prior to January 5, 2002 secured any
new equity or any subordinated debt with repayment terms later than January 5,
2002, then the loan commitment under the loan agreement would be reduced,
dollar-for-dollar, by the amount of such equity or subordinated debt. Thus, upon
the sale of a $5 million convertible note to The Charles Schwab Corporation,
the loan commitment under the loan agreement was reduced to $2.5 million. At
September 30, 2001, no amounts were outstanding under the loan agreement.

On July 12, 2001 the Company sold a $5 million convertible note to The
Charles Schwab Corporation, which is convertible into shares of its common stock
at a conversion price of $1.06 per share and which matures on January 19, 2003.
The convertible note bears interest at a rate of 8% per annum and is payable
quarterly.

6.	WAREHOUSE AND OTHER LINES PAYABLE

As of September 30, 2001, the Company had a warehouse line of credit for
borrowings of up to $50 million for interim financing of mortgage loans. The
interest rate charged on borrowings against these funds is variable based on
LIBOR plus various percentage rates. Borrowings are collateralized by the
mortgage loans held-for-sale. The committed line of credit expires on March 31,
2002. Upon expiration, management believes it will either renew its existing
line or obtain sufficient additional lines. At September 30, 2000 and 2001
approximately $8.5 million and $27.6 million was outstanding under this line,
respectively. This line of credit agreement generally requires the Company to
comply with various financial and non-financial covenants. The Company was in
compliance with these covenants at September 30, 2001.

The Company has an agreement to finance up to $200 million of mortgage loan
inventory pending sale of these loans to the ultimate mortgage loan investors.
Of this amount, $100 million is available in committed funds. This loan
inventory financing is secured by the related mortgage loans. The interest rate
charged on borrowings against these funds is based on LIBOR plus various
percentage points. The line expires February 23, 2002. Upon expiration,
management believes it will either renew its existing line or obtain sufficient
additional lines. At September 30, 2000 and 2001, there were no outstanding
amounts under this financial commitment. This agreement includes various
financial and non-financial covenants. At September 30, 2001, the Company was in
compliance with these covenants.

On April 2, 2001, the Company entered into an agreement for a $25 million
line of credit for the interim financing of auto loans. The interest rate
charged on this line is based on LIBOR plus 2.5%. The committed line expires on
April 1, 2002. Upon expiration, management believes it will either renew its
existing line or obtain sufficient additional lines. At September 30, 2001,
approximately $3.5 million was outstanding under this line. This line includes
various financial and non-financial covenants. These covenants are no more
restrictive than those on the Company's existing credit facilities. At September
30, 2001, the Company was in compliance with these covenants.

7.	REVENUES AND OTHER INCOME, NET

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

`Three Months Ended    Nine Months Ended
                                         September 30,         September 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Mortgage .......................... $   4,209  $  10,243  $  11,538  $   26,229
Interest income on mortgage
   and home equity loans...........     1,562      2,981      3,366       9,016
Home equity .......................       --       1,681        --        3,273
Auto...............................     2,999      1,720      9,106       9,096
Credit card and other..............       196        237        553         821
                                     ---------  ---------  ---------  ----------
Total revenues..................... $   8,966  $  16,862  $  24,563  $   48,435
                                     =========  =========  =========  ==========`

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

`Three Months Ended    Nine Months Ended
                                         September 30,         September 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Interest on short-term
   investments..................... $     583  $     208  $   1,410  $      609
Interest expense on
   non-warehouse facility
   borrowings......................       (73)      (123)      (245)       (207)
Equity investment gain (loss)......       (36)         3        (97)         10
Other..............................        12        --           7          (3)
                                     ---------  ---------  ---------  ----------
                                    $     486  $      88  $   1,075  $      409
                                     =========  =========  =========  ==========`

8.	OPERATING EXPENSES

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

`Three Months Ended    Nine Months Ended
                                         September 30,         September 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Compensation and benefits.......... $   4,883  $   7,444  $  16,237  $   21,569
Processing costs...................     1,406      1,189      3,921       4,602
Advertising and marketing..........     5,625      2,880     20,385      10,485
Professional services..............     1,963        686      4,653       2,459
Occupancy costs....................     1,091        840      2,795       2,603
Computer and internet..............       222        276        641         828
General and administrative.........     1,205      1,213      3,266       3,835
Interest expense on warehouse
  borrowings.......................     1,540      2,110      3,345       7,473
Amortization of non-cash
  marketing costs..................     2,985        --       3,504       5,970
Amortization of unearned
  compensation.....................     1,723      1,045      8,109       2,323
Amortization of goodwill and
  intangible assets................     9,933      8,278     29,800      28,145
                                     ---------  ---------  ---------  ----------
Total Operating Expenses........... $  32,576  $  25,961  $  96,656  $   90,292
                                     =========  =========  =========  ==========`

9.	COMMITMENTS AND CONTINGENCIES

FINANCIAL INSTRUMENT CONTINGENCIES

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

Loan Commitments and Hedging Activities

Upon receiving a locked commitment from a borrower ("rate lock"), the
Company simultaneously enters into either a mandatory sell forward agreement
with certain institutional investors or a non-mandatory forward sale agreement
with the ultimate investor. At September 30, 2001, the Company was a party to
commitments to fund loans at interest rates previously agreed (locked) by both
the Company and the borrower for specified periods of time. Rate locks with the
borrowers are on a best-efforts basis, and borrowers are not obligated to enter
into the loan agreement. A rate lock, which does not result in a funded loan, is
referred to as fallout. As the Company is exposed to movements in interest rates
after entering into rate locks, the Company must estimate fallout if interest
rate risk is to be hedged with a mandatory sell forward agreement. At September
30, 2001, the Company had provided locks to originate loans amounting to
approximately $216.8 million (the "locked pipeline").

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

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

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

At September 30, 2001, the Company had entered into mandatory sell forward
commitments amounting to approximately $94.7 million. The Company adjusts the
amount of mandatory sell forward commitments held to offset changes in the
locked pipeline and changes in the market. During the nine months ending
September 30, 2001, the Company did not designate mandatory sell forward
commitments as hedges.

At September 30, 2001, the Company had entered into non-mandatory forward
loan sale agreements amounting to approximately $109.7 million. These forward
loan sale agreements do not subject the Company to mandatory delivery and there
is no penalty if the Company does not deliver into the commitment. The Company
is exposed to the risk that these counterparties may be unable to meet the terms
of these sale agreements. The investors are well-established U.S. financial
institutions; the Company does not require collateral to support these
commitments, and there has been no failure on the part of the counterparties to
meet the terms of these agreements to date. The Company designates all non-mandatory forward
sale agreements as fair value hedges for underlying loans at
funding. The Company did not have a material gain or loss representing the
amount of hedge ineffectiveness related to non-mandatory forward sale agreements
during the quarter ended September 30, 2001.

Future Commitments

The Company has future payment commitments for leases and marketing
services agreements aggregating $1.1 million, $8.5 million, $14.0 million, $8.2
million, and $0.2 million for the years 2001 through 2005, respectively. The
Company has contractual commitments with cancellation clauses, which if
exercised, would significantly reduce these future obligations.

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

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

OVERVIEW

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

Mortgage Revenues

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

Interest Income on Mortgage and Home Equity Loans

E-LOAN's interest income on mortgage and home equity loans is
generated by the loan amount times the rate from time of funding through time of
sale.

Home Equity Revenues

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

Auto Revenues

E-LOAN's auto revenues are derived from the origination and sale of
self-funded loans and from the brokering of auto loans. Auto brokerage revenues
are primarily comprised of the mark-up to the lending partner's loan price or a
set origination fee. These revenues are recognized at the time a loan is closed.
In April 2001, E-LOAN began funding its auto loans prior to sale with borrowings
against an auto line of credit. Self-funded loans are funded through E-LOAN's
own auto line of credit and sold to auto loan purchasers. Self-funded loan
revenues also consist of the mark-up to the lending partner's loan price or a
set origination fee. These revenues are recognized at the time the loan is sold.

Credit Card and Other Revenue

E-LOAN's credit card and other revenues are derived from the fees
paid by various partners in exchange for consumer loan referrals. The current
loan programs offered include credit card, small business loans and education
loans.

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,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Revenues ..........................       100 %      100 %      100 %       100 %

Operating expenses:
  Operations ......................        94         60         91          67
  Sales and marketing .............        70         21         94          26
  Technology ......................        18          9         18          10
  General and administrative ......        17          8         22           9
  Amortization of non-cash
      marketing costs .............        33        --          14          12
  Amortization of unearned
      compensation ................        19          6         33           5
  Amortization of goodwill and
      intangible assets ...........       112         50        122          57
                                     ---------  ---------  ---------  ----------
   Total operating expenses .......       363        154        394         186
                                     ---------  ---------  ---------  ----------
Loss from operations ..............      (263)       (54)      (294)        (86)
Other income, net .................         5          1          5         --
                                     ---------  ---------  ---------  ----------
Net loss ..........................      (258)%      (53)%     (289)%       (86)%
                                     =========  =========  =========  ==========`

Revenues

`Three Months Ended    Nine Months Ended
                                         September 30,         September 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Mortgage ..........................        47 %       61 %       47 %        54 %
Interest income on mortgage
   and home equity loans...........        18 %       18 %       14 %        18 %
Home equity .......................       --          10 %      --            7
Auto...............................        33 %       10 %       37 %        19 %
Credit card and other..............         2 %        1 %        2 %         2 %
                                     ---------  ---------  ---------  ----------
Total revenues.....................       100 %      100 %      100 %       100 %
                                     =========  =========  =========  ==========`

Revenues increased to $16.9 million for the three months ended
September 30, 2001 from $9.0 million for the three months ended September 30,
2000 and increased to $48.4 million for the nine months ended September 30, 2001
from $24.6 million for the nine months ended September 30, 2000. A significant
portion of this increase resulted from growth in the dollar volume of mortgage
and home equity loans closed and sold. Mortgage revenues in the three and nine
months ended September 30, 2001 benefited from an increase in refinance loans
due to falling interest rates as compared to the three and nine months ended
September 30, 2000. Refinance mortgage accounted for 54% and 47% of total
revenue for the three and nine months ended September 30, 2001, compared to 12%
and 11% for the three and nine months ended September 30, 2000. Revenue in the
three and nine months ended September 30, 2001 also benefited from an increase
in interest income, and the addition of home equity revenue, which E-LOAN began
funding in the fourth quarter of 2000. These increases were off-set by the
decline in auto volumes in both the three months and nine months ended September
30, 2001 compared to the three months and nine months ended September 30, 2000.
The decline in auto volumes is largely attributed to strong competition from the
auto manufacturers in the form of heavily subvented financing rates, such as
0.9% specials.

The following table summarizes dollar volume of loans closed and sold and the
revenue in both dollars and average basis points (BPS) ($000s except BPS):

`Three Months Ended      Nine Months Ended
                     September 30,           September 30,
                 ----------------------  ----------------------
                    2000        2001        2000        2001
                 ----------  ----------  ----------  ----------
Mortgage
$ Volume....... $  293,241  $  702,324  $  874,261  $1,955,004
Revenue........ $    4,209  $   10,243  $   11,538  $   26,229
BPS............        144         146         132         134


Home Equity
$ Volume....... $      --   $   87,439  $      --   $  181,998
Revenue........ $      --   $    1,681  $      --   $    3,273
BPS............        --          192         --          180


Auto
$ Volume....... $  188,097  $  117,295  $  538,968  $  551,695
Revenue........ $    2,999  $    1,720  $    9,106  $    9,096
BPS............        159         147         169         165`

Operating Expenses

Total Operating Expenses. Total operating expenses decreased to
$26.0 million for the three months ended September 30, 2001 from $32.6 million
for the three months ended September 30, 2000. The decrease was primarily due to
decreases in amortization of goodwill, amortization of unearned compensation,
amortization of non-cash marketing costs, sales and marketing, technology and
general and administrative expenses, off-set by increases in operations
expenses. Total operating expenses decreased to $90.3 million for the nine
months ended September 30, 2001 from $96.7 million for the nine months ended
September 30, 2000. The decrease is primarily due to decreases in amortization
of unearned compensation, amortization of goodwill, sales and marketing, and
general and administrative expenses, off-set by increases in operations,
technology and non-cash marketing costs.

Operations.

The following table provides detail of the Company's operations expenses
classified by the following revenue-related categories ($000s):

`Three Months Ended    Nine Months Ended
                                         September 30,         September 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Mortgage .......................... $   4,130  $   4,907  $  12,244  $   15,171
Interest income on mortgage
   and home equity loans...........     1,540      2,110      3,345       7,473
Home equity .......................       --         984        --        2,140
Auto...............................     2,696      2,135      6,737       7,453
Credit card and other..............        76         45        122         124
                                     ---------  ---------  ---------  ----------
Total revenues..................... $   8,442  $  10,181  $  22,448  $   32,361
                                     =========  =========  =========  ==========`

Operations expense increased to $10.2 million for the three months ended
September 30, 2001 from $8.4 million for the three months ended September 30,
2000, and increased to $32.3 million for the nine months ended September 30,
2001 from $22.4 million for the nine months ended September 30, 2000. Operations
expense decreased as a percentage of revenue from 94% to 60% for the three
months ended September 30, 2000 and 2001, respectively, and decreased as a
percentage of revenue from 91% to 67% for the nine months ended September 30,
2000 and 2001, respectively. The increase in absolute dollars is primarily due
to greater loan volume and the decrease as a percentage of revenue due primarily
to technology and process improvements. E-LOAN expects operations expenses to
continue to trend lower as a percentage of revenues going forward as it further
streamlines the loan process and leverages its fixed costs over growing loan
volume.

Direct Margin. Direct margin is defined as revenue minus
variable and fixed operations expense.

The following table provides detail of the Company's direct margin classified
by the following revenue-related categories ($000s):

`Three Months Ended    Nine Months Ended
                                         September 30,         September 30,
                                     --------------------  ---------------------
                                        2000       2001       2000       2001
                                     ---------  ---------  ---------  ----------
Mortgage .......................... $      79  $   5,336  $    (706) $   11,058
Interest margin....................        22        871         21       1,543
Home equity .......................       --         697        --        1,133
Auto...............................       303       (415)     2,369       1,643
Credit card and other..............       120        192        431         697
                                     ---------  ---------  ---------  ----------
Total direct margin................ $     524  $   6,681  $   2,115  $   16,074
                                     =========  =========  =========  ==========`

Direct margin increased to $6.7 million for the three months ended September
30, 2001 from $0.5 million for the three months ended September 30, 2000, and
increased to $16.1 million for the nine months ended September 30, 2001 from
$2.1 million for the nine months ended September 30, 2000. 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,
as well as the addition of home equity.

Sales and Marketing. Sales and marketing expense is primarily
comprised of expenses (excluding non-cash marketing costs) related to
advertising, promotion and distribution partnerships and employee compensation
and other expenses related to personnel. Sales and marketing expense decreased
to $3.6 million for the three months ended September 30, 2001 from $6.3 million
for the three months ended September 30, 2000 and decreased to $12.4 million for
the nine months ended September 30, 2001 from $23.0 million for the nine months
ended September 30, 2000. Sales and marketing expense decreased as a percentage
of revenue from 70% to 21% for the three months ended September 30, 2000 and
2001, respectively, and decreased from 94% to 26% for the nine months ended
September 30, 2000 and 2001, respectively. Sales and marketing expenses are
expected to moderately increase in absolute dollars in the upcoming
quarters.

Technology. Technology expense includes employee compensation,
the introduction of new technologies and the support of E-LOAN's existing
technological infrastructure. Technology expense decreased to $1.5 million for
the three months ended September 30, 2001 from $1.7 million for the three months
ended September 30, 2000, and increased to $4.9 million for the nine months
ended September 30, 2001 from $4.5 million for the nine months ended September
30, 2000. Technology expense decreased as a percentage of revenue from 18% to 9%
for the three months ended September 30, 2000 and 2001, respectively, and
decreased from 18% to 10% for the nine months ended September 30, 2000 and 2001,
respectively. The increase in absolute dollars during the nine months ended
September 30, 2001, was primarily the result of the growth in engineering and
management information systems personnel to support the expansion of online
operations. Technology expenses are expected to stay relatively constant in
absolute dollars in the upcoming quarters.

General and Administrative. General and administrative expense
is primarily comprised of employee compensation and professional services.
General and administrative expense decreased to $1.4 million for the three
months ended September 30, 2001 from $1.5 million for the three months ended
September 30, 2000 and decreased to $4.1 million for the nine months ended
September 30, 2001 from $5.3 million for the nine months ended September 30,
2000. General and administrative expense decreased as a percentage of revenue
from 17% to 8% for the three months ended September 30, 2000 and 2001,
respectively, and decreased from 22% to 9% for the nine months ended September
30, 2000 and 2001, respectively. General and administrative expenses are
expected to stay relatively constant in the upcoming quarters.

Amortization of Non-Cash Marketing Costs. In connection with a
strategic marketing agreement signed in July 2000, E-LOAN issued two warrants to
purchase a total of 13.1 million shares of common stock. The fair value of the
warrants, as determined at the date of grant using the Black-Scholes option
pricing model was $12.5 million and was recorded as a contra-equity account
called marketing services receivable. The marketing services receivable was
amortized on a straight-line basis over a one-year term and concluded
amortization on June 30, 2001. For the nine months ended September 30, 2001, E-LOAN incurred
$6.0 million in non-cash charges related to the amortization of
the marketing services receivable.

Amortization of Unearned Compensation. Amortization of unearned
compensation decreased from $1.7 million for the three months ended September
30, 2000 to $1.0 million for the three months ended September 30, 2001, and
decreased to $2.3 million for the nine months ended September 30, 2001 from $8.1
million for the nine months ended September 30, 2000. The amortization of the
unearned compensation charge will continue through the first quarter of 2003 on
an accelerated basis with adjustments for cancellation of options related to
employee turnover.

Amortization of Goodwill. Amortization of goodwill was $9.9
million and $8.3 million for the three months ended September 30, 2000 and 2001,
and $29.8 million and $28.1 million for the nine months ended September 30, 2000
and 2001. E-LOAN was amortizing the goodwill and acquired intangible assets
related to the acquisition of Electronic Vehicle Remarketing, Inc. on September
17, 1999, on a straight-line basis over two years. As of September 30, 2001,
goodwill was fully amortized.

Other Income, net. Other income, net, decreased to $0.1 million
for the three months ended September 30, 2001 from $0.5 million for the three
months ended September 2000, and decreased to $0.4 million for the nine months
ended September 30, 2001 from $1.1 million for the nine months ended September
30, 2000. The decrease is primarily attributable to the decrease of interest
income on investments.

PRO FORMA NET INCOME/(LOSS) - (SUPPLEMENTAL)

E-LOAN provides pro forma net income and pro forma net income per share
data as an alternative for understanding its operating results. These measures
are not in accordance with, or an alternative for, generally accepted accounting
principles and may be different from pro forma measures used by other companies.
Pro forma results exclude the effects of certain non-cash charges related to a
compensation charge associated with E-LOAN's stock option plan, amortization of
goodwill on the acquisition of Electronic Vehicle Remarketing, Inc., and
amortization of non-cash marketing costs related to the issuance of warrants to
purchase E-LOAN's common stock. Pro forma net income and pro forma net income
per share are calculated as follows ($000s except per share amounts):

`Three Months Ended    Nine Months Ended
                                                    September 30,         September 30,
                                                --------------------  --------------------
                                                   2000       2001       2000       2001
                                                ---------  ---------  ---------  ---------
Numerator:
     Net loss................................. $ (23,124) $  (9,011) $ (71,018) $ (41,448)
     Amortization of non-cash marketing costs.     2,985        --       3,504      5,970
     Amortization of unearned compensation....     1,723      1,045      8,109      2,323
     Amortization of goodwill and intangible
          assets..............................     9,933      8,278     29,800     28,145
                                                ---------  ---------  ---------  ---------
    Pro forma net income/(loss)............... $  (8,483) $     312  $ (29,605) $  (5,010)
                                                =========  =========  =========  =========
Denominator:
      Weighted average common shares basic
            and diluted.......................    52,949     53,830     46,291     53,746

Pro forma net income/(loss) per share:
      Basic and diluted....................... $   (0.16) $    0.01  $   (0.64) $   (0.09)
                                                =========  =========  =========  =========`

Liquidity and Capital Resources

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

Net cash used in operating activities was ($13.3) million and ($16.1) million
for the nine months ended September 30, 2000 and 2001, respectively. Net cash
used in operating activities during the nine months ended September 30, 2001 was
primarily due to the net loss less amortization of unearned compensation,
goodwill and non-cash marketing costs, off-set by uses of cash for increases in
loans held-for-sale and other assets. Net cash used in operating activities
during the nine months ended September 30, 2000, was primarily due to an
increase in net losses less amortization of unearned compensation, goodwill and
non-cash marketing costs, off-set by cash provided by the loans held for
sale.

Net cash used in investing activities was ($5.5) million and ($1.4) million
for the nine months ended September 30, 2000 and 2001, respectively. Net cash
used in investing activities during these periods was primarily for the purchase
of software, furniture, equipment and leasehold improvements.

Net cash provided by financing activities was $18.3 million and $16.3 million
for the nine months ended September 30, 2000 and 2001, respectively.  Net cash
provided by financing activities in these periods was primarily from proceeds
from borrowings under E-LOAN's warehouse lines of credit and other credit
facilities, net proceeds from notes payable, as well as proceeds from the
private placement in the nine months ended September 30, 2000.

As of December 31, 2000 and September 30, 2001, the Company had a warehouse
line of credit for borrowings of up to $50 million for the interim financing of
mortgage loans. The interest rate charged on borrowings against these funds is
variable based on LIBOR plus various percentage rates. Borrowings are
collateralized by the mortgage loans held-for-sale. The committed line of credit
expires on March 31, 2002. Upon expiration, management believes it will either
renew its existing line or obtain sufficient additional lines. This line of
credit agreement generally requires E-LOAN to comply with various financial and
non-financial covenants. In particular, E-LOAN must maintain a minimum
unrestricted cash balance of $15 million (excluding Documentary Drafts) in
addition to the requirement that E-LOAN maintain at least one other warehouse
facility of no less than $100 million. Failure to comply with these, or any
other covenants, could result in the obligation to repay all amounts then
outstanding at the time of termination. E-LOAN was in compliance with these
covenants during the year ended and at December 31, 2000 and September 30,
2001.

The Company has an agreement to finance up to $200 million of mortgage loan
inventory pending sale of these loans to the ultimate mortgage loan investors.
Of this amount, $100 million is available in committed funds. This loan
inventory financing is secured by the related mortgage loans. The interest rate
charged on borrowings against these funds is based on LIBOR plus various
percentage points. The line expires February 23, 2002. This agreement includes
various financial and non-financial covenants. In particular, the Company must
maintain a minimum cash and cash equivalents balance of the higher of $20
million (including Restricted Cash, excluding Documentary Drafts) or the highest
amount required by any other lender or agreement. In February 2001, the Company
renewed its $200 million warehouse line requiring the restriction of $4.5
million in cash as additional collateral. Additionally, the Company is required
to maintain at least one other warehouse facility of no less than $50 million.
Failure to comply with these, or any other covenants, could result in the
obligation to repay all amounts then outstanding at the time of termination. The
Company was not in compliance with certain of these covenants during the year
ended December 31, 2000 and subsequently obtained a waiver from the lender. E-LOAN was in
compliance with these covenants at December 31, 2000 and September
30, 2001.

On April 2, 2001, the Company entered into an agreement for a $25 million
line of credit for the interim financing of auto loans. The interest rate
charged on this line is based on LIBOR plus 2.5%. The committed line expires on
April 1, 2002. This line includes various financial and non-financial covenants.
These covenants are no more restrictive than those on the Company's existing
credit facilities. The Company was in compliance with these covenants at
September 30, 2001.

On April 2, 2001, the Company entered into a loan agreement with Christian A.
Larsen, the Company's Chairman of the Board and Chief Executive Officer, that
provides the Company with the ability to draw funds up to an aggregate of $7.5
million upon demand. The borrowings have an interest rate of the lower of 12% or
the maximum legal rate allowed. Any amounts outstanding under this agreement are
due and payable no earlier than January 5, 2002. Additionally, as provided for
in the loan agreement, the $7.5 million commitment was reduced to $2.5 million
as part of the issuance of the convertible note to The Charles Schwab
Corporation.

On July 12, 2001 the Company sold a $5.0 million convertible note to The
Charles Schwab Corporation, which is convertible into shares of its common stock
at a conversion price of $1.06 per share and which matures on January 19, 2003.
The convertible note bears interest at a rate of 8% per annum and is payable
quarterly.

E-LOAN believes that its existing cash and cash equivalents as of September
30, 2001 will be sufficient to fund its operating activities, capital
expenditures and other obligations through the remainder of the year.



FORWARD LOOKING STATEMENTS

The statements contained in this Report that are not historical facts are
"forward-looking statements" (as such term is defined in Section 27A of the
Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934),
which can be identified by the use of forward-looking terminology such as
"estimated," "projects," "anticipated," "expects," "intends," "believes," or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. These forward-looking
statements, such as the Company's plans to increase the number of
purchase loans, the relative importance of loans E-LOAN originates and sells and
growth in the number of applications received, statements regarding development
of E-LOAN's business, future operating results, anticipated capital
expenditures, the expectations as to the use of the capital resource and the
availability of additional financing, and other statements 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 successfully promote and market its
brand to current and new customers, generate customer demand for its products in
regions of the country other than California, access additional debt or equity
financing in the future, achieve acceptable pricing for its services, respond to
increasing competition, and manage growth of E-LOAN's operations, as well as
regulatory, legislative, and judicial developments that could cause actual
results to vary materially from the future results indicated, expressed or
implied in such forward-looking statements. All written and oral forward-looking
statements made in connection with this Report which are attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the "Factors Affecting Future Operating Results" and other
cautionary statements included herein. The Company disclaims any obligation to
update information contained in any forward-looking statement.

FACTORS AFFECTING FUTURE OPERATING RESULTS

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

We Have a History of Losses, We May Continue to Incur Losses and We May
Not Achieve or Maintain Profitability

We have not achieved profitability and may continue to incur operating
losses. We incurred net losses of $23.1 million and $9.0 million for the three
months ended September 30, 2000 and 2001, respectively. As of September 30,
2001, our accumulated deficit was $218.8 million. Because we expect our
operating costs will increase to accommodate expected growth in loan
applications, we will need to generate significant revenues to achieve and
maintain profitability. Even if we achieve profitability, we may not sustain or
increase profitability on a quarterly or annual basis in the future. If revenues
grow slower than we anticipate, or if operating expenses exceed our expectations
or cannot be adjusted accordingly, our business, results of operations and
financial condition will be adversely affected.

We have a Limited Operating History and Consequently Face
Significant Risks and Challenges in Building Our Business

We were incorporated in August 1996, initiated our online mortgage
operations in June 1997 and acquired our online auto operations in September
1999. We cannot assure you that we will be able to operate successfully if a
downturn in the mortgage business occurs. As a result of our limited operating
history, our recent growth and our reporting responsibilities as a public
company, we may need to expand operational, financial and administrative 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 the event
interest rates significantly increase, consumers' incentive to refinance will be
greatly reduced and the number of loans that we originate could significantly
decline.

Our Ability to Engage in Profitable Secondary Sales of Loans May Also Be
Adversely Affected by Increases in Interest Rates

The mortgage loan purchase commitments we obtain are contingent upon our
delivery of the relevant loans to the purchasers within specified periods. To
the extent that we are unable to deliver the loans within the specified periods
and interest rates increase during those periods, we may experience no gain or
even a loss on the sale of these loans. In addition, any increase in interest
rates will increase the cost of maintaining our warehouse and repurchase lines
of credit on which we depend to fund the loans we originate. We have implemented
a hedging program to manage the risk of loss due to fluctuations in interest
rates, but our hedging efforts may not be successful, and no hedging strategy
can completely eliminate interest rate risk. A sharp decrease in interest rates
over a short period may cause customers who have interest rates on mortgages
committed through us to either delay closing their loans or refinance with
another lender. If this occurs in significant numbers, it may have an adverse
effect on our business or quarterly results of operations.

Our Hedging Strategy May Not Succeed in Reducing Our Exposure to Losses
Caused by Fluctuations in Interest Rates

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

Uncertainty With Respect to the Time It Takes to Close Mortgage Loans Can
Lead to Unpredictable Revenue and Profitability

The time between the date an application for a mortgage loan is received
from a customer on our website and the date the loan closes can be lengthy and
unpredictable. The loan application and approval process is often delayed due to
factors over which we have little or no control, including the timing of the
customer's decision to commit to an available interest rate, the close of escrow
date for purchase loans, the timeliness of appraisals and the adequacy of the
customer's own disclosure documentation. Purchase mortgage loans generally take
longer to close than 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, 1999 and 2001, we had 267 and 386
full-time employees, respectively.

If Online Lending and Our Service Offerings Do Not Achieve Widespread
Consumer Acceptance, Our Business Will Be Adversely Affected

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

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

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

The Loss of One or More of Our Significant Distribution Partners Would
Adversely Affect Our Business

We rely on Internet distribution partners to direct a significant number
of prospective customers to our website. If we lose any of our significant
distribution partners, we will likely fail to meet our growth objectives, both
in terms of additional borrowers and increased brand awareness. In the
aggregate, approximately 39% and 69% of our mortgage and auto loan applications,
respectively, were derived from the websites of our distribution partners during
the three months ended September 30, 2001. Our agreements with our distribution
partners are typically short-term, from one to four years in length, and most
can be terminated for any reason upon 30 to 60 days prior written notice. We
cannot assure you that any or all of these agreements will not be terminated or
will be renewed or extended past their current expiration dates. If any of these
agreements were to be terminated or were to lapse without extension, we could
lose a considerable number of loan applications and our business would be
adversely affected.

The Termination of One or More of Our Mortgage Funding
Sources Would Adversely Affect Our Business

We depend on GMAC Bank, formerly GE Capital
Mortgage Services, Inc. ("GE Capital"), to finance our self-funded mortgage loan
activities through the warehouse credit facility they provide. We also depend on
Greenwich Capital Financial Products, Inc. ("Greenwich Capital") to finance
portions of our mortgage loan inventory pending ultimate sale to mortgage loan
purchasers. If either of these warehouse credit facilities becomes unavailable,
our business would be adversely affected. Under our agreements with each of
these lenders, we make extensive representations, warranties and various
operating and financial covenants. A material breach of these representations,
warranties or covenants on either or both lines could result in the termination
of our agreements and an obligation to repay all amounts outstanding at the time
of termination. In the past, we have had to obtain waivers from Greenwich
Capital and GE Capital as a result of our failure to comply with covenants
regarding the issuance of capital stock, excess asset purchases and the breach
of financial ratios. Our agreement with Greenwich Capital expires in February
2002 and our agreement with GMAC Bank expires in March 2002. Upon expiration of
these agreements management intends to renew or extend the warehouse 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 Bank One, NA, to finance the
funding of our auto loans, and it is our sole facility for auto loan fundings.
If this credit facility becomes unavailable, our business would be adversely
affected. Under our line of credit agreement, we make extensive representations,
warranties and various operating and financial covenants. A material breach of
these representations, warranties or covenants could result in the termination
of the facility and an obligation to repay all amounts outstanding at the time
of termination. In the past, with respect to our mortgage warehouse lines, we
have had to obtain waivers from Greenwich Capital and GE Capital as a result of
our failure to comply with covenants regarding the issuance of capital stock,
excess asset purchases and the breach of financial ratios. Our line of credit
with Bank One, NA expires April 1, 2002.

We Are Dependent on Primarily One Lending Source for All of Our Home
Equity Business

Currently, the majority of our home equity loans are funded through Wells
Fargo Bank pursuant to a Home Equity Loan/Line Purchase Agreement. We currently
rely on Wells Fargo Bank's underwriting system for the processing of the
majority of our home equity loans. If Wells Fargo Bank is unable to underwrite
or fund our home equity loans, we may experience delays in processing loans or
an inability to accept or process home equity loan applications until we are
able to secure new sources of funding. Sufficient additional sources of funding
for our home equity loans may not be available on favorable terms or at all.

If We Do Not Increase the Number of Auto Loan Lenders Who Fund Through Our
Site Our Auto Loan Business Will Not Grow

To grow our auto loan business, we must broaden our offering of auto
loans to a wide range of credit profiles. In order to fund auto loans to
applicants throughout the credit spectrum, we must increase the number of
lenders who make their loan products available through our site. We cannot
assure you that we will be able to enter into arrangements with a sufficient
number of other auto loan lenders on favorable terms or at all.

We Depend on the Timely and Competent Services of Various Companies
Involved in the Mortgage Process; If These Companies Fail to Timely and
Competently Deliver These Services, Our Business and Reputation Will be Directly
and Adversely Affected

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

The Loss of Our Relationship with Any of Our Significant
Providers of Automated Underwriting Would Have an Adverse Effect on Our
Business

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

We May Incur Losses on Loans if We Breach Representations or Warranties to
Mortgage or Auto Loan Purchasers

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

The Consumer Lending Industry is Intensely Competitive, and if We Fail to
Successfully Compete in this Industry, Our Market Share and Business Will be
Adversely Affected

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

To compete successfully, we must respond promptly and effectively to the
challenges of technological change, evolving standards and our competitors'
innovations by continuing to enhance and expand our services, as well as our
sales and marketing channels. Auto manufacturer's subsidy of rates of interest
and finance charge could adversely affect our ability to offer competitive
interest rates for our auto loans, and the number of loans that we originate
could significantly decline. We may not be able to compete successfully in our
market environment and our failure to do so could have an adverse effect on our
business, results of operations and financial condition.

If We Fail to Comply with the Numerous Laws and Regulations that Govern
Our Industry, Our Business Could be Adversely Affected

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

Any Acquisitions that We Undertake Could be Difficult to Integrate and
Could Disrupt Our Business, Dilute Stockholder Value and Adversely Affect Our
Operating Results

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

The Loss of Any of Our Executive Officers or Key Personnel Would Likely
Have an Adverse Effect on Our Business

Our future success depends to a significant extent on the continued
services of our senior management and other key personnel, particularly co-founder Chris
Larsen, Chief Executive Officer and Chairman of the Board of
Directors, as well as Joseph Kennedy, President and Chief Operating Officer. The
loss of the services of Mr. Larsen and Mr. Kennedy or other key employees, would
also likely have an adverse effect on our business, results of operations and
financial condition. We have not entered into employment agreements with any of
our executives, except Mr. Kennedy, and we do not maintain "key person" life
insurance for any of our personnel.

We May Not be Able to Recruit and Retain the Personnel We Need to
Succeed

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

Our Business Will be Impaired if Consumers Do Not Continue to Use the
Internet

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

Our Business Will Suffer if We Are Unable to Expand and
Promote Our Brand Recognition

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

Our Business Will Suffer if We Are Unable to Adopt to the Rapid
Technological Change that Characterizes Our Industry

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

Any Outages, Delays or Other Difficulties Experienced by the Internet
Service Providers, Online Service Providers or Other Website Operators on Which
Our Users Depend Could Adversely Affect Our Business

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

Our Business Will be Adversely Affected if We Are Unable to Safeguard the
Security and Privacy of Our Customers' Financial Data

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

Our Business Will be Adversely Affected if We Are Unable to Protect Our
Intellectual Property Rights from Third Party Challenges or if We Are Involved
in Litigation

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





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

PART II OTHER INFORMATION

Item 1. Legal Proceedings

We have been named as a defendant in five related lawsuits filed in the
Federal District Court for the Southern District of New York between August 10,
2001 and September 25, 2001. The lawsuits purport to be class actions filed on
behalf of the plaintiffs and others similarly situated. They name as defendants
E-LOAN, Christian Larsen, Janina Pawlowski, Frank Siskowski, Goldman Sachs &
Co., Inc., FleetBoston Robertson Stephens, Inc., Merrill Lynch Pierce Fenner
& Smith Incorporated, Credit Suisse First Boston Corp. and J.P. Morgan Chase
& Co. The lawsuits allege, among other things, that Goldman Sachs & Co.,
Inc., FleetBoston Robertson Stephens, Inc., Merrill Lynch Pierce Fenner &
Smith Incorporated, Credit Suisse First Boston Corp. and J.P. Morgan Chase &
Co. violated Section 12(a) of the Securities Act of 1933 by receiving excessive
and undisclosed commissions and fees, and by entering into unlawful private
agreements with brokers' customers, and that all defendants violated Section 11
of the Securities Act of 1933, and Section 10(b) and Rule 10b-5 under the
Securities Exchange Act of 1934 by making material false and misleading
statements in our initial public offering prospectus concerning brokers'
commissions and private agreements with brokers' customers. The plaintiffs in
each action seek to recover damages on behalf of all those who purchased or
otherwise acquired E-LOAN securities during the respective class period. We have
been served with two of the complaints and have entered into a stipulation with
plaintiffs' counsel for an extension of time to respond to the complaint.
We intend  to vigorously defend these lawsuits.

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

Item 2. Changes in Securities and Use of Proceeds

(c) Recent Sales of Unregistered Shares. On July 12, 2001 the
Company sold a $5 million convertible note to The Charles Schwab Corporation
which is convertible into shares of its common stock at a conversion price of
$1.06 per share and which matures on January 19, 2003, and a warrant to purchase
1,389,000 shares of its common stock at an exercise price of $5.00 per share
until July 25, 2003. The warrant was issued in consideration for the surrender
of warrants expiring July 25, 2003, to purchase an aggregate of 6,600,000 shares
of the Company's common stock at a price of $15.00 per share. The convertible
note is secured by a security interest in certain of the Company's assets. The
sale was exempt from the registration requirements of the Securities Act of
1933, as amended, pursuant to Section 4(2) thereof.

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(1) | Restated Certificate of Incorporation of E-LOAN dated July 2,
1999                                                                        
|------ | ------------------------------------------------------------------------------------------------------------------------------------------
|3.2(2) | Corrected Certificate of Amendment of Restated Certificate of
Incorporation of E-LOAN, Inc. dated February 15, 2001                       
|3.3(3) | Amended and Restated Bylaws of E-LOAN, Inc. dated March 16,
2001                                                                          
|10.1   | Fourth Amendment to Marketing Agreement with Charles Schwab
& Co., Inc. dated as of July 1, 2001*                                         
|10.2   | Systems and Marketing Agreement with H&R Block
Mortgage Corporation dated as of July 1, 2001*                                             
|10.3   | Auto Loan Purchase and Sale Agreement with Compass Bank dated as
of July 3, 2001*                                                         
|10.4   | First Modification of Loan Agreement and Other Loan Documents
with Bank One, NA dated as of July 20, 2001*                                
|10.5   | Auto Loan Purchase and Sale Agreement with Patelco Credit Union
dated as of August 3, 2001*                                               
|10.6   | Correspondent Loan Purchase Agreement with CitiMortgage, Inc.
dated as of August 7, 2001                                                  
|10.7   | Auto Loans Alliance Program Agreement with Household Automotive
Credit Corporation and Household Bank, f.s.b. dated as of August 15,
2001*
|10.8   | Letter Agreement with GMAC Mortgage Corporation dated as of
August 6, 2001                                                                
|10.9   | Warehouse Credit Agreement with GMAC Bank dated as of November
1, 2001                                                                    
|10.10  | First Modification Agreement with GMAC Bank dated as of November
1, 2001                                                                  
|10.11  | Warehouse Security Agreement with GMAC Bank dated as of November
1, 2001                                                                  
|10.12  | Note in favor of GMAC Bank dated as of November 1,
2001                                                                                   

(1) Incorporated by reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 6, 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
Amendment to its Annual Report on Form 10-K/A for the fiscal year ended December
31, 2000, filed on April 23, 2001.

*Confidential Treatment Requested

(b)    Reports on Form 8-K

There were no reports on Form 8-K filed during the three months ended
September 30, 2001.

---

**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, 2001



| |     |                    
| | --- | -------------------
| | By: | /s/ Matthew Roberts

| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| |                                                                                                                 
| | Matthew Roberts                                                                                                 
| | Chief Financial Officer                                                                                         
| | (Principal Financial and Accounting
                                        Officer and Duly Authorized Officer)

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