As filed with the Securities and Exchange Commission on October 4, 2002
                                                      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
                            (Full title of the plan)

                               CHRISTIAN A. 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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                  Proposed maximum        Proposed maximum
                                             Amount to be        offering price per      aggregate offering           Amount of
  Title of Securities to be registered     registered(1)(2)           share(3)                price(3)            registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>                     <C>                     <C>
1997 Stock Plan
Common Stock, $0.001 par value(2)            2,160,406                  $1.37                $2,959,756                $272.30
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  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,  an employee  stock  option  plan,  and  previously  registered
     pursuant to Registration Statement No. 333-84211, and the additional shares
     made available under the 1997 Stock Plan and previously registered pursuant
     to  Registration  Statement  No.  333-63372.  The total number of shares of
     Common  Stock now  issuable  under the 1997  Stock  Plan,  as  amended,  is
     16,398,375.
(2)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions.
(3)  Has been estimated in accordance  with Rule 457(c) under the Securities Act
     of 1933,  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 September  30, 2002 because the
     price at which the options to be granted in the future may be  exercised is
     not currently determinable.

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

================================================================================

<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") under which the Registrant, pursuant to those
certain Registration Statements on Form S-8 (File No. 333-84211 and File No.
333-63372, collectively the "Registration Statement"), previously registered
14,237,969 shares of its common stock. Under Section E of the General
Instructions on Form S-8, the Registrant is registering additional shares under
the 1997 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. In January 2002,
the Registrant's Board of Directors approved an increase in the number of shares
reserved for issuance under the 1997 Plan equal to 2,160,406 shares. This
Registration Statement covers the increase of 2,160,406 shares of common stock
issuable under the 1997 Plan, bringing the total number of authorized shares to
16,398,375.

                                     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. 333-63372;

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

3.   Registrant's Annual Report on Form 10-K for the fiscal year ended December
     31, 2001, filed on April 1, 2002;

4.   Registrants' Quarterly Reports on Form 10-Q for the fiscal quarter ended
     March 31, 2002, filed on May 15, 2002, and for the fiscal quarter ended
     June 30, 2002, filed on August 14, 2002;

5.   The description of Registrant's common stock contained in its registration
     statement filed on Form S-1 (Registration Statement No. 333-74945) on March
     24, 1999, as amended, which registration statement became effective on June
     28, 1999); and

6.   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, 2001.

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.

                                       1



<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 4th day of
October, 2002.

                                         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.

<TABLE>
<CAPTION>

                 SIGNATURE                                       TITLE                                      DATE
<S>                                                        <C>                                        <C>

   /s/  Christian A. Larsen                           Chief Executive Officer and                      October 4, 2002
------------------------------------
   Christian A. Larsen                            Chairman of the Board of Directors
                                                     (Principal Executive Officer)

   /s/  Joseph J. Kennedy                         President, Chief Operating Officer                   October 4, 2002
------------------------------------                        and Director
   Joseph J. Kennedy

   /s/  Matthew Roberts                                 Chief Financial Officer                        October 4, 2002
------------------------------------          (Principal Financial and Accounting Officer)
   Matthew Roberts

   /s/  Robert C. Kagle                                        Director                                October 4, 2002
------------------------------------
   Robert C. Kagle

   /s/  Daniel O. Leemon                                       Director                                October 4, 2002
------------------------------------
   Daniel O. Leemon

   /s/  Claus H. Lund                                          Director                                October 4, 2002
------------------------------------
   Claus H. Lund

   /s/  Wade Randlett                                          Director                                October 4, 2002
------------------------------------
   Wade Randlett

</TABLE>

                                       2
<PAGE>



                      EXHIBIT INDEX

EXHIBIT
NUMBER                                        DESCRIPTION

  5.1      Opinion of Allen Matkins Leck Gamble & Mallory LLP

 10.1*     1997 Stock Plan, as amended

 23.1      Consent of Allen Matkins Leck Gamble & Mallory LLP (included as part
           of Exhibit 5.1 hereto)

 23.2      Consent of PricewaterhouseCoopers LLP

 24.1      Power of Attorney (included at page 2 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).


                                       3
[{"type": "S-8", "sequence": "1", "filename": "c25819-s8.txt", "secsgml_size_bytes": 12171}]
{"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": "333-100314", "film-number": "02781842"}, "business-address": {"street1": "5875 ARNOLD RD., SUITE 100", "city": "DUBLIN", "state": "CA", "zip": "94568", "phone": "9252412402"}, "mail-address": {"street1": "5875 ARNOLD RD., SUITE 100", "city": "DUBLIN", "state": "CA", "zip": "94568"}}
As filed with the Securities and Exchange Commission on October 4, 2002
                                                      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
                            (Full title of the plan)

                               CHRISTIAN A. 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
------------------------------------------------------------------------------------------------------------------------------------
                                                                  Proposed maximum        Proposed maximum
                                             Amount to be        offering price per      aggregate offering           Amount of
  Title of Securities to be registered     registered(1)(2)           share(3)                price(3)            registration fee
------------------------------------------------------------------------------------------------------------------------------------
1997 Stock Plan
Common Stock, $0.001 par value(2)            2,160,406                  $1.37                $2,959,756                $272.30
------------------------------------------------------------------------------------------------------------------------------------
(1)  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,  an employee  stock  option  plan,  and  previously  registered
     pursuant to Registration Statement No. 333-84211, and the additional shares
     made available under the 1997 Stock Plan and previously registered pursuant
     to  Registration  Statement  No.  333-63372.  The total number of shares of
     Common  Stock now  issuable  under the 1997  Stock  Plan,  as  amended,  is
     16,398,375.
(2)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions.
(3)  Has been estimated in accordance  with Rule 457(c) under the Securities Act
     of 1933,  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 September  30, 2002 because the
     price at which the options to be granted in the future may be  exercised is
     not currently determinable.

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") under which the Registrant, pursuant to those
certain Registration Statements on Form S-8 (File No. 333-84211 and File No.
333-63372, collectively the "Registration Statement"), previously registered
14,237,969 shares of its common stock. Under Section E of the General
Instructions on Form S-8, the Registrant is registering additional shares under
the 1997 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. In January 2002,
the Registrant's Board of Directors approved an increase in the number of shares
reserved for issuance under the 1997 Plan equal to 2,160,406 shares. This
Registration Statement covers the increase of 2,160,406 shares of common stock
issuable under the 1997 Plan, bringing the total number of authorized shares to
16,398,375.

                                     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. 333-63372;

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

3.   Registrant's Annual Report on Form 10-K for the fiscal year ended December
     31, 2001, filed on April 1, 2002;

4.   Registrants' Quarterly Reports on Form 10-Q for the fiscal quarter ended
     March 31, 2002, filed on May 15, 2002, and for the fiscal quarter ended
     June 30, 2002, filed on August 14, 2002;

5.   The description of Registrant's common stock contained in its registration
     statement filed on Form S-1 (Registration Statement No. 333-74945) on March
     24, 1999, as amended, which registration statement became effective on June
     28, 1999); and

6.   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, 2001.

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.

                                       1
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 4th day of
October, 2002.

                                         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                      October 4, 2002
------------------------------------
   Christian A. Larsen                            Chairman of the Board of Directors
                                                     (Principal Executive Officer)

   /s/  Joseph J. Kennedy                         President, Chief Operating Officer                   October 4, 2002
------------------------------------                        and Director
   Joseph J. Kennedy

   /s/  Matthew Roberts                                 Chief Financial Officer                        October 4, 2002
------------------------------------          (Principal Financial and Accounting Officer)
   Matthew Roberts

   /s/  Robert C. Kagle                                        Director                                October 4, 2002
------------------------------------
   Robert C. Kagle

   /s/  Daniel O. Leemon                                       Director                                October 4, 2002
------------------------------------
   Daniel O. Leemon

   /s/  Claus H. Lund                                          Director                                October 4, 2002
------------------------------------
   Claus H. Lund

   /s/  Wade Randlett                                          Director                                October 4, 2002
------------------------------------
   Wade Randlett
2
EXHIBIT INDEX

EXHIBIT
NUMBER                                        DESCRIPTION

  5.1      Opinion of Allen Matkins Leck Gamble & Mallory LLP

 10.1*     1997 Stock Plan, as amended

 23.1      Consent of Allen Matkins Leck Gamble & Mallory LLP (included as part
           of Exhibit 5.1 hereto)

 23.2      Consent of PricewaterhouseCoopers LLP

 24.1      Power of Attorney (included at page 2 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).

                                       3