As filed with the Securities and Exchange Commission on June 19, 2001
                                              Registration No. 333-_____
 .

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  _____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

                           5875 Arnold Road, Suite 100
                            Dublin, California 94568
               (Address of Principal Executive Offices) (Zip Code)

                                 1997 Stock Plan
                        1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                                  Chris Larsen
                             Chief Executive Officer
                                  E-LOAN, Inc.
                           5875 Arnold Road, Suite 100
                            Dublin, California 94568
                     (Name and address of agent for service)

                                 (925) 241-2400
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Roger S. Mertz, Esq.
                     Allen Matkins Leck Gamble & Mallory LLP
                           333 Bush Street, Suite 1700
                      San Francisco, California 94104-2806
                                 (415) 837-1515

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
        Title of Securities              Amount to be          Proposed maximum      Proposed maximum aggregate         Amount of
         to be registered                 registered        offering price per unit        offering price           registration fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>                      <C>                           <C>
1997 Stock Plan
Common Stock, $0.001 par value
(currently outstanding options)(1)        1,691,331                 1.465921                2,479,357.63                  619.84
-----------------------------------------------------------------------------------------------------------------------------------
1997 Stock Plan
Common Stock, $0.001 par value
(options available for future             2,768,175                 1.16                    3,211,083.00                  802.77
grant)(2)
-----------------------------------------------------------------------------------------------------------------------------------
Total 1997 Stock Plan Shares
Registered(3)                             4,459,506                                         5,690,440.63                1,422.61
-----------------------------------------------------------------------------------------------------------------------------------
1999 Employee Stock Purchase Plan
Common Stock, $0.001 par                  1,068,984                  .9860                  1,054,018.22                  263.51
value(4)(5)
-----------------------------------------------------------------------------------------------------------------------------------

TOTAL REGISTRATION FEES                                                                                                 1,686.12
===================================================================================================================================

<FN>

(1)  The computation is based upon the weighted average exercise price per share
     of  $1.465921  as to  1,691,331  outstanding  but  unexercised  options  to
     purchase Common Stock under the 1997 Stock Plan (the "Currently Outstanding
     Options").

(2)  The  Proposed  Maximum  Offering  Price  Per Share  has been  estimated  in
     accordance  with  Rule 457(h)  under the  Securities  Act of 1933 as to the
     remaining 2,768,175 shares of Common Stock authorized for issuance pursuant
     to the  1997  Stock  Plan,  solely  for  the  purpose  of  calculating  the
     registration fee. No options have been granted with respect to such shares.
     The  computation is based upon the average of the high and low price of the
     Common  Stock as reported on the Nasdaq  National  Market on June 15,  2001
     because  the price at which the  options to be granted in the future may be
     exercised is not currently determinable.

(3)  These  securities  are of the same class and in addition  to the  9,778,463
     shares of Common Stock  initially  available  to be granted  under the 1997
     Stock Plan and previously registered pursuant to Registration Statement No.
     333-84211.  The total number of shares of Common  Stock now issuable  under
     the 1997 Stock Plan, as amended, is 14,237,969.

(4)  The  Proposed  Maximum  Offering  Price  Per Share  has been  estimated  in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose of calculating the registration  fee. The computation is based upon
     85% (see explanation in following  sentence) of the average of the high and
     low price of the Common Stock as reported on the Nasdaq  National Market on
     June 15, 2001 because the price at which the shares are to be issued in the
     future may be  exercised  is not  currently  determinable.  Pursuant to the
     Employee  Stock  Purchase  Plan,  which plan is  incorporated  by reference
     herein,  the Purchase Price of a share of Common Stock shall mean an amount
     equal to 85% of the Fair  Market  Value of a share of  Common  Stock on the
     Enrollment Date or the Exercise Date, whichever is lower.

(5)  These  securities  are of the same class and in addition  to the  1,500,000
     shares of Common Stock  initially  available  to be granted  under the 1999
     Employee  Stock  Purchase  Plan  and  previously   registered  pursuant  to
     Registration Statement No. 333-84211.  The total number of shares of Common
     Stock now issuable under the 1999 Employee Stock Purchase Plan, as amended,
     is 2,568,984.
</FN>
</TABLE>

The Exhibit Index for this Registration Statement follows the signature page.


                                  E-LOAN, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                EXPLANATORY NOTE

     This  Registration  Statement of Form S-8 relates to the Registrant's  1997
Stock Plan (the "1997 Plan") and 1999  Employee  Stock  Purchase Plan (the "1999
Purchase   Plan")  under  which  the   Registrant,   pursuant  to  that  certain
Registration  Statement  on Form S-8  (File  No.  333-84211,  the  "Registration
Statement"), previously registered 9,778,463 shares of Registrant's common stock
under the 1997 Stock Plan and  1,500,000  shares of  Registrant's  common  stock
under the 1999  Employee  Stock  Purchase  Plan.  Under Section E of the General
Instructions on Form S-8, the Registrant is registering  additional shares under
the 1997 Plan and the 1999 Purchase Plan.

     The 1997 Plan  provides for an annual  automatic  increase in the number of
shares of common  stock  reserved  under the 1997 Plan by an amount equal to the
lesser of  4,500,000  shares,  4% of the then  outstanding  shares,  or a lesser
amount as determined by the Registrant's  Board of Directors.  Since the initial
registration  of 9,778,463  shares under the 1997 Plan, an additional  4,459,506
shares have been added to the 1997 Plan by the automatic  increase mechanism and
amendments to the 1997 Plan. This Registration  Statement covers the increase of
4,459,506  shares of common  stock  issuable  under the 1997 Plan,  bringing the
total number of authorized shares to 14,237,969.

     The 1999  Purchase Plan  provides for an annual  automatic  increase in the
number of shares of common stock  reserved  under the 1999  Purchase  Plan by an
amount  equal to the  lesser of  1,500,000  shares,  2% of the then  outstanding
shares,  or a lesser amount  determined by the Registrant's  Board of Directors.
Since the initial registration of 1,500,000 shares under the 1999 Purchase Plan,
an additional  1,068,984 shares have been added to the 1999 Purchase Plan by the
automatic increase mechanism. This Registration Statement covers the increase of
1,068,984 shares of common stock issuable under the 1999 Purchase Plan, bringing
the total number of authorized shares to 2,568,984.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents are incorporated by reference in this Registration
Statement.

     1.   Registrant's Registration Statement on Form S-8, File No. 333-84211;

     2.   Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 2000 (as amended by Form 10-K/A filed on April 23, 2001);
          and

     3.   Registrant's  quarterly  reports on Form 10-Q for the  fiscal  quarter
          ended March 31, 2001 (as amended by Form 10-Q/A filed on May 25, 2001)
          and all other reports filed  pursuant to Section 13(a) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as  amended,  since  the  end of
          Registrant's fiscal year ended December 31, 2000.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
     and 15(d) of the  Securities  Exchange Act of 1934,  as amended,  after the
     date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
     post-effective  amendment to this  Registration  Statement  which indicates
     that all securities  offered hereunder have been sold, or which deregisters
     all securities  then remaining  unsold under this  Registration  Statement,
     shall be  deemed  to be  incorporated  by  reference  in this  Registration
     Statement  and  to be a part  hereof  from  the  date  of  filing  of  such
     documents.



<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Dublin,  State of  California,  on this 19th day of
June, 2001.

                                        E-LOAN, Inc.
                                        (a Delaware corporation)


                                        By: /s/  Christian A. Larsen
                                          ------------------------------------
                                          Christian A. Larsen
                                          Chief Executive Officer


                                POWER OF ATTORNEY

     Each  individual  whose  signature  appears below  constitutes and appoints
Christian A.  Larsen and Joseph J. Kennedy, and each of them, such person's true
and lawful  attorneys-in-fact  and agents  with full power of  substitution  and
resubstitution, for such person and in such person's name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  all  documents  in  connection   therewith,   with  the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


        SIGNATURE                         TITLE                          DATE
        ---------                         -----                          ----


/s/  Christian A. Larsen
----------------------------      Chief Executive Officer and      June 19, 2001
   Christian A. Larsen            Chairman of the Board of
                                  Directors (Principal
                                  Executive Officer)

/s/  Joseph J. Kennedy
----------------------------      President, Chief Operating       June 19, 2001
   Joseph J. Kennedy              Officer and Director


/s/  Matthew Robers
----------------------------      Chief Financial Officer          June 19, 2001
   Matthew Roberts                (Principal Financial and
                                  Accounting Officer)


/s/  Ira M. Ehrenpreis
---------------------------       Director                         June 19, 2001
   Ira M. Ehrenpreis


/s/  Robert C. Kagle
---------------------------       Director                         June 19, 2001
   Robert C. Kagle


/s/  Daniel O. Leemon
---------------------------       Director                         June 19, 2001
   Daniel O. Leemon


/s/  Wade Randlett
--------------------------        Director                         June 19, 2001
   Wade Randlett


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER                         DESCRIPTION

 5            Opinion of Allen Matkins Leck Gamble & Mallory LLP

 10.1*        1997 Stock Plan, as amended

 10.2*        1999 Employee Stock Purchase Plan, as amended

 23.1         Consent of Allen Matkins Leck Gamble & Mallory LLP
              (included as part of Exhibit 5 hereto)

 23.2         Consent of PricewaterhouseCoopers LLP

 24           Power of Attorney (included at page 3 of the Registration
                Statement)

___________________________________________

*Incorporated  by reference to the Company's  quarterly  report on Form 10-Q for
the fiscal quarter ended  September 30, 1999 (as amended by Form 10-Q/A filed on
November 22, 1999).
[{"type": "S-8", "sequence": "1", "filename": "form-s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14928}]
{"company-data": {"conformed-name": "E LOAN INC", "cik": "0001082337", "assigned-sic": "6162", "irs-number": "770460084", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63372", "film-number": "1663552"}, "business-address": {"street1": "5875 ARNOLD RD., SUITE 100", "city": "DUBLIN", "state": "CA", "zip": "94568", "phone": "9252412402"}}
As filed with the Securities and Exchange Commission on June 19, 2001
                                              Registration No. 333-_____
 .

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  _____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

                           5875 Arnold Road, Suite 100
                            Dublin, California 94568
               (Address of Principal Executive Offices) (Zip Code)

                                 1997 Stock Plan
                        1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                                  Chris Larsen
                             Chief Executive Officer
                                  E-LOAN, Inc.
                           5875 Arnold Road, Suite 100
                            Dublin, California 94568
                     (Name and address of agent for service)

                                 (925) 241-2400
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Roger S. Mertz, Esq.
                     Allen Matkins Leck Gamble & Mallory LLP
                           333 Bush Street, Suite 1700
                      San Francisco, California 94104-2806
                                 (415) 837-1515
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
        Title of Securities              Amount to be          Proposed maximum      Proposed maximum aggregate         Amount of
         to be registered                 registered        offering price per unit        offering price           registration fee
-----------------------------------------------------------------------------------------------------------------------------------
1997 Stock Plan
Common Stock, $0.001 par value
(currently outstanding options)(1)        1,691,331                 1.465921                2,479,357.63                  619.84
-----------------------------------------------------------------------------------------------------------------------------------
1997 Stock Plan
Common Stock, $0.001 par value
(options available for future             2,768,175                 1.16                    3,211,083.00                  802.77
grant)(2)
-----------------------------------------------------------------------------------------------------------------------------------
Total 1997 Stock Plan Shares
Registered(3)                             4,459,506                                         5,690,440.63                1,422.61
-----------------------------------------------------------------------------------------------------------------------------------
1999 Employee Stock Purchase Plan
Common Stock, $0.001 par                  1,068,984                  .9860                  1,054,018.22                  263.51
value(4)(5)
-----------------------------------------------------------------------------------------------------------------------------------

TOTAL REGISTRATION FEES                                                                                                 1,686.12
===================================================================================================================================
(1)  The computation is based upon the weighted average exercise price per share
     of  $1.465921  as to  1,691,331  outstanding  but  unexercised  options  to
     purchase Common Stock under the 1997 Stock Plan (the "Currently Outstanding
     Options").

(2)  The  Proposed  Maximum  Offering  Price  Per Share  has been  estimated  in
     accordance  with  Rule 457(h)  under the  Securities  Act of 1933 as to the
     remaining 2,768,175 shares of Common Stock authorized for issuance pursuant
     to the  1997  Stock  Plan,  solely  for  the  purpose  of  calculating  the
     registration fee. No options have been granted with respect to such shares.
     The  computation is based upon the average of the high and low price of the
     Common  Stock as reported on the Nasdaq  National  Market on June 15,  2001
     because  the price at which the  options to be granted in the future may be
     exercised is not currently determinable.

(3)  These  securities  are of the same class and in addition  to the  9,778,463
     shares of Common Stock  initially  available  to be granted  under the 1997
     Stock Plan and previously registered pursuant to Registration Statement No.
     333-84211.  The total number of shares of Common  Stock now issuable  under
     the 1997 Stock Plan, as amended, is 14,237,969.

(4)  The  Proposed  Maximum  Offering  Price  Per Share  has been  estimated  in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose of calculating the registration  fee. The computation is based upon
     85% (see explanation in following  sentence) of the average of the high and
     low price of the Common Stock as reported on the Nasdaq  National Market on
     June 15, 2001 because the price at which the shares are to be issued in the
     future may be  exercised  is not  currently  determinable.  Pursuant to the
     Employee  Stock  Purchase  Plan,  which plan is  incorporated  by reference
     herein,  the Purchase Price of a share of Common Stock shall mean an amount
     equal to 85% of the Fair  Market  Value of a share of  Common  Stock on the
     Enrollment Date or the Exercise Date, whichever is lower.

(5)  These  securities  are of the same class and in addition  to the  1,500,000
     shares of Common Stock  initially  available  to be granted  under the 1999
     Employee  Stock  Purchase  Plan  and  previously   registered  pursuant  to
     Registration Statement No. 333-84211.  The total number of shares of Common
     Stock now issuable under the 1999 Employee Stock Purchase Plan, as amended,
     is 2,568,984.
The Exhibit Index for this Registration Statement follows the signature page.

                                  E-LOAN, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                EXPLANATORY NOTE

     This  Registration  Statement of Form S-8 relates to the Registrant's  1997
Stock Plan (the "1997 Plan") and 1999  Employee  Stock  Purchase Plan (the "1999
Purchase   Plan")  under  which  the   Registrant,   pursuant  to  that  certain
Registration  Statement  on Form S-8  (File  No.  333-84211,  the  "Registration
Statement"), previously registered 9,778,463 shares of Registrant's common stock
under the 1997 Stock Plan and  1,500,000  shares of  Registrant's  common  stock
under the 1999  Employee  Stock  Purchase  Plan.  Under Section E of the General
Instructions on Form S-8, the Registrant is registering  additional shares under
the 1997 Plan and the 1999 Purchase Plan.

     The 1997 Plan  provides for an annual  automatic  increase in the number of
shares of common  stock  reserved  under the 1997 Plan by an amount equal to the
lesser of  4,500,000  shares,  4% of the then  outstanding  shares,  or a lesser
amount as determined by the Registrant's  Board of Directors.  Since the initial
registration  of 9,778,463  shares under the 1997 Plan, an additional  4,459,506
shares have been added to the 1997 Plan by the automatic  increase mechanism and
amendments to the 1997 Plan. This Registration  Statement covers the increase of
4,459,506  shares of common  stock  issuable  under the 1997 Plan,  bringing the
total number of authorized shares to 14,237,969.

     The 1999  Purchase Plan  provides for an annual  automatic  increase in the
number of shares of common stock  reserved  under the 1999  Purchase  Plan by an
amount  equal to the  lesser of  1,500,000  shares,  2% of the then  outstanding
shares,  or a lesser amount  determined by the Registrant's  Board of Directors.
Since the initial registration of 1,500,000 shares under the 1999 Purchase Plan,
an additional  1,068,984 shares have been added to the 1999 Purchase Plan by the
automatic increase mechanism. This Registration Statement covers the increase of
1,068,984 shares of common stock issuable under the 1999 Purchase Plan, bringing
the total number of authorized shares to 2,568,984.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents are incorporated by reference in this Registration
Statement.

     1.   Registrant's Registration Statement on Form S-8, File No. 333-84211;

     2.   Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 2000 (as amended by Form 10-K/A filed on April 23, 2001);
          and

     3.   Registrant's  quarterly  reports on Form 10-Q for the  fiscal  quarter
          ended March 31, 2001 (as amended by Form 10-Q/A filed on May 25, 2001)
          and all other reports filed  pursuant to Section 13(a) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as  amended,  since  the  end of
          Registrant's fiscal year ended December 31, 2000.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
     and 15(d) of the  Securities  Exchange Act of 1934,  as amended,  after the
     date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
     post-effective  amendment to this  Registration  Statement  which indicates
     that all securities  offered hereunder have been sold, or which deregisters
     all securities  then remaining  unsold under this  Registration  Statement,
     shall be  deemed  to be  incorporated  by  reference  in this  Registration
     Statement  and  to be a part  hereof  from  the  date  of  filing  of  such
     documents.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Dublin,  State of  California,  on this 19th day of
June, 2001.

                                        E-LOAN, Inc.
                                        (a Delaware corporation)

                                        By: /s/  Christian A. Larsen
                                          ------------------------------------
                                          Christian A. Larsen
                                          Chief Executive Officer

                                POWER OF ATTORNEY

     Each  individual  whose  signature  appears below  constitutes and appoints
Christian A.  Larsen and Joseph J. Kennedy, and each of them, such person's true
and lawful  attorneys-in-fact  and agents  with full power of  substitution  and
resubstitution, for such person and in such person's name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  all  documents  in  connection   therewith,   with  the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        SIGNATURE                         TITLE                          DATE
        ---------                         -----                          ----

/s/  Christian A. Larsen
----------------------------      Chief Executive Officer and      June 19, 2001
   Christian A. Larsen            Chairman of the Board of
                                  Directors (Principal
                                  Executive Officer)

/s/  Joseph J. Kennedy
----------------------------      President, Chief Operating       June 19, 2001
   Joseph J. Kennedy              Officer and Director

/s/  Matthew Robers
----------------------------      Chief Financial Officer          June 19, 2001
   Matthew Roberts                (Principal Financial and
                                  Accounting Officer)

/s/  Ira M. Ehrenpreis
---------------------------       Director                         June 19, 2001
   Ira M. Ehrenpreis

/s/  Robert C. Kagle
---------------------------       Director                         June 19, 2001
   Robert C. Kagle

/s/  Daniel O. Leemon
---------------------------       Director                         June 19, 2001
   Daniel O. Leemon

/s/  Wade Randlett
--------------------------        Director                         June 19, 2001
   Wade Randlett
EXHIBIT INDEX

EXHIBIT
NUMBER                         DESCRIPTION

 5            Opinion of Allen Matkins Leck Gamble & Mallory LLP

 10.1*        1997 Stock Plan, as amended

 10.2*        1999 Employee Stock Purchase Plan, as amended

 23.1         Consent of Allen Matkins Leck Gamble & Mallory LLP
              (included as part of Exhibit 5 hereto)

 23.2         Consent of PricewaterhouseCoopers LLP

 24           Power of Attorney (included at page 3 of the Registration
                Statement)

___________________________________________

*Incorporated  by reference to the Company's  quarterly  report on Form 10-Q for
the fiscal quarter ended  September 30, 1999 (as amended by Form 10-Q/A filed on
November 22, 1999).