UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON~~ Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~ TO Pursuant ~~SECTION~~to Section 13 ORor 15(Dd) ~~OFTHE~~of ~~SECURITIES~~the Securities ~~EXCHANGE~~Exchange ~~ACT OF~~Act ~~1934~~of 1934
Date of ~~report~~Report (Date of earliest event reported) June ~~May 10~~6, 2005

E-LOAN, INC. ~~(Exact Name of Registrant as Specified in Its Charter)~~

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdictionof Incorporation) 001-25621 (Commission File Number) 77-0460084 (I.R.S. Employer Identification No.)

Delaware	000-25621	77-0460084
(State of other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

6230 ~~STONERIDGE~~Stoneridge ~~MALL~~Mall ~~ROAD~~Road Pleasanton, ~~PLEASANTON, CALIFORNIA (Address of Principal Executive Offices)~~ California 94588 ~~(Zip Code)~~

(Address of principal executive offices including zip code)

(925) 847-6200 ~~(Registrant’s Telephone Number, Including Area Code)~~

(Registrant's telephone number, including area code)

~~Check~~ Not ~~the appropriate box below if~~Applicable ~~the~~ (Former ~~Form~~Name ~~8-K~~or ~~filing~~Former isAddress, ~~intended~~if toChanged ~~simultaneously~~Since ~~satisfy~~Last ~~the filing obligation of the~~Report) ~~registrant under any of the following provisions:~~

~~[ ] Written communications~~Check ~~pursuant~~the appropriate box below if the Form 8-K filing is intended to simultaneously ~~Rule~~satisfy ~~425~~the ~~under~~filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

[o ~~] Soliciting~~Written ~~material~~communications pursuant to Rule 425 ~~14a-12~~ under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

[o ~~] Pre-commencement communications~~Soliciting material pursuant to Rule ~~14d~~ 14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

[o ] Pre-commencement communications pursuant to Rule ~~13e~~ 14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item~~o Pre-commencement communications ~~2.02~~pursuant ~~Results~~to ~~of Operations~~Rule 13e-4(c) ~~and~~under ~~Financial~~the ~~Condition~~Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~May 10, 2005, E-LOAN, Inc~~1.01. ~~(the “Company”)~~Entry ~~issued~~into a ~~press~~Material ~~release~~Definitive ~~announcing~~Agreement ~~its first quarter financial results for 2005 (the “Release”). A copy of the Release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.~~

InOn ~~accordance~~June ~~with~~6, ~~General Instruction~~2005, ~~B.2 of Form 8~~E-KLOAN, Inc. (the ~~information~~"Company") inentered ~~this~~into ~~Current~~the ~~Report~~Twenty onFirst ~~Form~~Modification ~~8-K~~Agreement, ~~including~~effective as of ~~Exhibit~~May ~~99.1~~31, ~~shall~~2005 ~~not~~(the be"Amendment"), ~~deemed~~with toGMAC beMortgage ~~“filed”~~Corporation, ~~for~~a ~~purposes~~Pennsylvania ofCorporation ~~Section~~("GMAC"). The 18Amendment of amends the ~~Securities~~existing ~~Exchange~~Warehouse ~~Act~~Credit ~~of 1934~~Agreement, dated as ~~amended~~November 1, 2001 (the ~~“Exchange~~"Warehouse ~~Act”~~Credit Agreement"), ~~or otherwise~~between ~~subject to~~ the ~~liability~~Company ofand ~~that~~GMAC ~~section~~Bank, a federal savings bank and ~~shall~~predecessor ~~not~~in beinterest ~~incorporated~~to byGMAC, as the same ~~reference~~has ~~into~~been ~~any~~amended ~~registration~~from ~~statement~~time orto time. Among other ~~document~~things, ~~filed~~the ~~under~~Amendment extends the ~~Securities~~expiration ~~Act~~ date of ~~1933,~~the asWarehouse ~~amended~~Credit Agreement to May 31, or2006 ~~the~~(unless ~~Exchange~~terminated ~~Act,~~earlier ~~except~~by asGMAC ~~shall~~upon be120 ~~expressly~~days' ~~set~~prior ~~forth~~written bynotice) and reduces GMAC's lending ~~specific~~commitment ~~reference~~under the Warehouse Credit Agreement to $10.0 million in ~~such~~the ~~filing~~aggregate from $75.0 million. A copy of the Amendment is attached hereto as Exhibit 10.1.

Item 59.0201 ~~Departure~~Financial ~~of Directors~~Statements orand ~~Principal~~Exhibits ~~Officers; Election of Directors; Appointment of Principal Officers~~

On(b) ~~May~~In 10its Current Report on Form 8-K dated March 30, 2005, (the ~~Company~~"March ~~also announced~~30, 2005 Form 8-K") in which the ~~Release~~Company disclosed the ~~resignation~~sale ofby ~~Matthew~~its ~~Roberts~~wholly-owned ~~and~~subsidiary, ~~appointment~~E-Loan Auto Fund One, LLC, of ~~Darren~~substantially all of its vehicle loans to Merrill Lynch ~~Nelson~~Bank asUSA (the "Transaction"), the Company’s ~~Chief~~stated ~~Financial~~that ~~Officer.~~it ~~Mr.~~would ~~Roberts~~file ~~has~~within ~~agreed~~71 tocalendar ~~provide~~days the pro forma financial ~~transition~~information ~~services~~required toby ~~the~~paragraph (b) of this Item 9.01. The Company ~~until~~has ~~October~~since ~~15,~~concluded ~~2005,~~that ~~and~~it is ~~paid~~not ~~$3,125~~required ~~per~~to ~~month~~disclose such pro forma financial information for ~~such~~the ~~services~~Transaction ~~pursuant~~and totherefore awill ~~letter~~not ~~agreement~~be ~~with~~filing any such pro forma financial information, notwithstanding the ~~Company~~statement ~~dated~~in ~~May~~the 10March 30, 2005. Form 8-K.

~~Mr. Nelson~~ (c) isExhibits 35 years of age and has served as the Company’s Director of Financial Markets since March 2004. Prior to joining the Company, Mr. Nelson served as Vice President of Affiliated Business Relationships, Vice President of Finance, and Vice President – Assistant Controller of Greenpoint Mortgage Funding, Inc. Mr. Nelson holds a B.A. degree in Economics with an emphasis in Accounting from the University of California, Santa Barbara. Mr. Nelson is a Certified Public Accountant, a member of AICPA and a Chartered Financial Analyst.

~~Safe~~Exhibit ~~Harbor~~10.1 ~~Statement~~Twenty First Modification Agreement, effective as of May 31, 2005, between E-Loan, Inc. and GMAC Mortgage Corporation.

~~Statements contained in the exhibits~~ ~~to this report that state the Company’s or its management’s expectations or~~ SIGNATURES predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Exchange Act. The Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.

~~Item~~PURSUANT ~~9.01~~TO ~~Financial~~THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY ~~Statements~~CAUSED ~~and~~THIS ~~Exhibits~~REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

~~(c)~~Date: June 7, 2005 ~~Exhibits~~

~~Exhibit 10.1 Agreement between~~ E-LOAN, ~~Inc~~INC. ~~and Matthew Roberts dated May 10, 2005~~

~~Exhibit~~By: ~~99.1~~/s/ ~~Press~~Darren ~~Release dated May 10, 2005, entitled "E-LOAN, Inc. Reports First Quarter Results for 2005."~~Nelson

~~SIGNATURES~~Darren Nelson Chief Financial Officer

~~PURSUANT TO THE REQUIREMENTS OF THE SECURITIES~~ ~~EXCHANGE~~ EXHIBIT ~~ACT~~INDEX ~~OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.~~

E-LOAN, INC. By: /s/ Mark E. Lefanowicz—————————————— Mark E. LefanowiczPresident and Chief Executive Officer

Exhibit No.	Description
10.1*	Twenty First Modification Agreement, effective as of May 31, 2005, between E-Loan, Inc. and GMAC Mortgage Corporation.

~~EXHIBIT~~ ~~INDEX~~* Also provided in PDF format as a courtesy.

Exhibit No. Description

10.1 Agreement between E-LOAN, Inc. and Matthew Roberts dated May 10, 2005

99.1 Press Release dated May 10, 2005, entitled "E-LOAN, Inc. Reports First Quarter Results for 2005."

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