<PAGE>
       As filed with the Securities and Exchange Commission on November 20, 2000
                                                   Registration No. 333-
================================================================================

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

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

                           -------------------------

                           FREMONT GENERAL CORPORATION
             (Exact name of Registrant as specified in its charter)

             Nevada                                     95-2815260
    -------------------------                    -------------------------
 (State or other jurisdiction of               (I.R.S. Employer Identification
  incorporation or organization)                          Number)

                       2020 Santa Monica Blvd., Suite 600
                         Santa Monica, California 90404
   (Address, including zip code, of Registrant's principal executive offices)

                           -------------------------

                           FREMONT GENERAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN
                                       AND
                           FREMONT GENERAL CORPORATION
                       SENIOR SUPPLEMENTAL RETIREMENT PLAN
                            (Full title of the plans)

                           -------------------------

                                LOUIS J. RAMPINO
                      PRESIDENT AND CHIEF OPERATING OFFICER
                           FREMONT GENERAL CORPORATION
                       2020 SANTA MONICA BLVD., SUITE 600
                         SANTA MONICA, CALIFORNIA 90404
                                 (310) 315-5500
(Name, address, and telephone number, including area code, of agent for service)

                           -------------------------

                                   Copies to:

                            RICHARD A. BOEHMER, ESQ.
                              O'MELVENY & MYERS LLP
                              400 SOUTH HOPE STREET
                          LOS ANGELES, CALIFORNIA 90071
                                 (213) 430-6643




<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================

                                           Amount    Proposed Maximum   Proposed Maximum
          Title of Securities               to be     Offering Price   Aggregate Offering     Amount of
            to be Registered             Registered     Per Share            Price         Registration Fee
---------------------------------------  ----------  ----------------  ------------------  ----------------
<S>                                       <C>         <C>              <C>                 <C>
Common Stock, $1.00 par value:

 Fremont General Corporation              2,000,000         $4.563(1)       $9,126,000(1)         $2,409.26
 Supplemental Retirement Plan and
 Fremont General Corporation Senior
 Supplemental Retirement Plan
---------------------------------------   ---------   ---------------  ------------------  ----------------
 Fremont General Corporation Supplement
 Retirement Plan and Fremont General
 Corporation Senior Supplemental            (2) (3)               (2)                 (2)                (2)
 Retirement Plan
===========================================================================================================
<FN>
(1)  Estimated in accordance  with Rule 457(h) of the Securities Act of 1933, as
     amended, solely for the purpose of computing the amount of the registration
     fee based on the prices of the  Company's  Common  Stock as reported on the
     New York Stock Exchange consolidated reporting system on November 13, 2000.

(2)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Fremont General Corporation
     Supplemental  Retirement  Plan and the Fremont General  Corporation  Senior
     Supplemental Retirement Plan.

(3)  The securities  registered  here are allocated  among the plans as follows:
     the Fremont General Corporation  Supplemental  Retirement Plan, 250,000 and
     the  Fremont  General  Corporation  Senior  Supplemental  Retirement  Plan,
     1,750,000.
</FN>
=======================================================================================================
</TABLE>



<PAGE>


     No  person  is  authorized  to  give  any   information   or  to  make  any
representations,  other than those contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Plan  Participant.  This Prospectus does not constitute an offer to sell,
or a  solicitation  of an offer  to buy,  nor  shall  there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

     The Company  hereby  undertakes to provide  without  charge to each person,
including each beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral  request of any such  person,  a copy of any and all of the
information  that  has  been  or  may  be  incorporated  by  reference  in  this
Prospectus,  other than  exhibits to such  documents.  Requests  for such copies
should be directed to Alan W. Faigin,  Secretary  and General  Counsel,  Fremont
General  Corporation,  2020 Santa Monica  Boulevard,  Suite 600,  Santa  Monica,
California  90404.  The  Company's  telephone  number at this  location is (310)
315-5500.

     The Company is subject to the informational  reporting  requirements of the
Securities Exchange Act of 1934, as amended,  and in accordance  therewith files
reports,  proxy  and  information  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission").  Such reports,  proxy and
information  statements and other information can be inspected and copied at the
Public Reference Room of the Commission, 450 Fifth Street, NW, Washington,  D.C.
20549 and at the Commission's regional offices at 500 West Madison Street, Suite
1400,  Chicago,  IL 60661 and Seven World Trade Center, 13th Floor, New York, NY
10048;  and copies of such  material can be obtained  from the Public  Reference
Section of the  Commission,  Washington,  D.C.  20549,  at prescribed  rates. In
addition,  the  Commission  maintains  a web site that  contains  such  material
regarding registrants, including the Company, which file electronically with the
Commission.  The address of such web site is  http://www.sec.gov.  The Company's
Common  Stock  is  traded  on the New York  Stock  Exchange,  and the  foregoing
materials  are also  available for  inspection at the offices of such  Exchange,
which offices are located at 20 Broad Street, New York, New York 10005.

     This Prospectus contains information concerning the Company and any sale of
its  Common  Stock  by the Plan  Participants,  but  does  not  contain  all the
information set forth in the Registration  Statement which the Company has filed
with the  Securities  and  Exchange  Commission  under the  Securities  Act. The
Registration  Statement,  including  various  exhibits,  may be inspected at the
Commission's office in Washington, D.C.


                                       3


<PAGE>


                           FREMONT GENERAL CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Fremont  General  Corporation  (the  "Registrant")  and the Fremont General
Corporation  Supplemental  Retirement Plan and the Fremont  General  Corporation
Senior  Supplemental   Retirement  Plan   (collectively,   the  "Plans")  hereby
incorporate  by  reference  into  this  Registration   Statement  the  following
documents and  information  heretofore  filed with the  Securities  and Exchange
Commission (the "Commission"):

                  1.  The  description  of  the  Registrant's  Common  Stock  as
contained in the Registrant's  Registration Statement on Form 8-A filed on March
17, 1993  pursuant to Section 12(b) of the  Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act"),  including any amendment or report filed for the
purpose of updating such descriptions.

                  2. The Registrant's  Annual Report on Form 10-K for the fiscal
year ended December 31, 1999,  filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

                  3. The  Registrant's  Quarterly  Report  on Form  10-Q for the
fiscal  quarter  ended March 31, 2000,  filed  pursuant to Section  13(a) of the
Exchange Act.

                  4. The  Registrant's  Quarterly  Report  on Form  10-Q for the
fiscal  quarter  ended June 30,  2000,  filed  pursuant to Section  13(a) of the
Exchange Act.

                  5. The  Registrant's  Quarterly  Report  on Form  10-Q for the
fiscal quarter ended September 30, 2000,  filed pursuant to Section 13(a) of the
Exchange Act.

                  6. The information contained in the Registrant's  Registration
Statement on Form S-8 for the Plans (file no.  33-39774) filed on or about April
5, 1991.

                  7. The information contained in the Registrant's  Registration
Statement on Form S-8 for the Plans (file no.  33-59896) filed on or about March
23, 1993.

                  8. The information contained in the Registrant's  Registration
Statement  on  Form S-8  for the Plans (file no. 333-38145) filed  on  or  about
October 17, 1997.

                  All documents  filed by the  Registrant and the Plans pursuant
to  Sections  13(a),  13(c),  14 and  15(d) of the  Exchange  Act after the date
hereof,  and prior to the filing of a post-effective  amendment  indicating that
all  securities  offered have been sold or  deregistering  all  securities  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         Omitted pursuant to General Instruction E to Form S-8.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not applicable.




                                       4

<PAGE>


ITEM 8.  EXHIBITS.


        EXHIBIT
         NUMBER                            DESCRIPTION
        -------     ------------------------------------------------------------

          4.1(a)    Fremont General Corporation Supplemental Retirement Plan, as
                    restated  January 1, 1997.  (Incorporated  by  reference  to
                    Exhibit 10.5 to the  Registrant's  Quarterly  Report on Form
                    10-Q,  for the period ended  September 30, 1997,  Commission
                    file Number 1-8007.)

          4.1(b)    Amendment  Number  One to the  Fremont  General  Corporation
                    Supplemental Retirement Plan.  (Incorporated by reference to
                    Exhibit 10.5 to the  Registrant's  Quarterly  Report on Form
                    10-Q for the period  ended March 31, 1998,  Commission  File
                    Number 1-8007.)

          4.1(c)    Amendment  Number  Two to the  Fremont  General  Corporation
                    Supplemental  Retirement Plan of the Company.  (Incorporated
                    by reference to Exhibit 10.5(b) to the  Registrant's  Annual
                    Report on Form 10-K,  for the fiscal year ended December 31,
                    1998, Commission File Number 1-8007.)

          4.1(d)    Trust Agreement for Fremont General Corporation Supplemental
                    Retirement  Plan  and  Fremont  General  Corporation  Senior
                    Supplemental Retirement Plan and amendment. (Incorporated by
                    reference to Exhibit 10.6 to the Registrant's  Annual Report
                    on Form 10-K for the fiscal year ended  December  31,  1995,
                    Commission File Number 1-8007.)

          4.1(e)    Fremont General Corporation Senior  Supplemental  Retirement
                    Plan,  as  restated   January  1,  1997.   (Incorporated  by
                    reference  to  Exhibit  10.7 to the  Registrant's  Quarterly
                    Report on Form 10-Q,  for the  period  ended  September  30,
                    1997, Commission File Number 1-8007.)

          4.1(f)    First  Amendment to the Fremont General  Corporation  Senior
                    Supplemental Retirement Plan.  (Incorporated by reference to
                    Exhibit  10.7(b) to the  Registrant's  Annual Report on Form
                    10-K,   for  the  fiscal  year  ended   December  31,  1998,
                    Commission File Number 1-8007.)


          23.1      Consent of Ernst & Young LLP, Independent Auditors.

          24.1      Power of Attorney (see page 8).





ITEM 9.  UNDERTAKINGS.
Omitted pursuant to General Instruction E to Form S-8.



                                       5


<PAGE>

                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended,  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 Santa Monica, State of California, on
this 20th day of November, 2000.

                                       FREMONT GENERAL CORPORATION


                                       By:    /s/ Louis J. Rampino
                                              --------------------
                                              Louis J. Rampino

                                       Title: President and Chief Operating
                                              Officer



                                       6
<PAGE>


                                   SIGNATURES

     THE PLANS.  Pursuant to the  requirements of the Securities Act of 1933, as
amended,  the trustee (or other  persons who  administer  the  employee  benefit
plans) of the Fremont General Corporation  Supplemental  Retirement Plan and the
Fremont General Corporation Senior Supplemental  Retirement Plan has duly caused
this  Registration  Statement to be signed on their  behalf by the  undersigned,
thereunto duly authorized,  in the City of Santa Monica, State of California, on
this 20th day of November, 2000.

                                      FREMONT GENERAL CORPORATION SUPPLEMENTAL
                                      RETIREMENT PLAN AND FREMONT GENERAL
                                      CORPORATION SENIOR SUPPLEMENTAL RETIREMENT
                                      PLAN

                                            /s/   Louis J. Rampino
                                            -----------------------------
                                      By:   Louis J. Rampino

                                      Title: On behalf of the Administrative
                                             Committees of the Fremont General
                                             Corporation Supplemental Retirement
                                             Plan and the Fremont General
                                             Corporation Senior Supplemental
                                             Retirement Plan.





                                       7


<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints James A. McIntyre,  Louis J. Rampino and
Wayne R. Bailey, jointly and severally,  as his attorney-in-fact and agent, each
with full power of  substitution  and  resubstitution,  for him and in his 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  exhibits  thereto  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  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
connection  therewith,  as fully and to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them, or their or his substitute,  may
lawfully do or cause to be done by virtue hereof.

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

       Signatures                       Title                        Date
-------------------------    --------------------------       ------------------






/s/ James A. McIntyre        Chairman of the Board and        November 20, 2000
-------------------------    Chief Executive Officer
    James A. McIntyre        (Principal Executive Officer)



/s/ Louis J. Rampino         President, Chief Operating       November 20, 2000
-------------------------    Officer and Director
    Louis J. Rampino


/s/ Wayne R. Bailey          Executive Vice President,        November 20, 2000
-------------------------    Treasurer, Chief Financial
    Wayne R. Bailey          Officer (Principal Financial
                             Officer) and Director


/s/ John A. Donaldson        Senior Vice President,           November 20, 2000
-------------------------    Controller and Chief
   John A. Donaldson         Accounting Officer (Principal
                             Accounting Officer)


                                       8

<PAGE>



/s/ Houston I. Flournoy      Director                         November 20, 2000
-------------------------
    Houston I. Flournoy



/s/ C. Douglas Kranwinkle    Director                         November 20, 2000
-------------------------
    C. Douglas Kranwinkle



/s/ David W. Morrisroe       Director                         November 20, 2000
------------------------
    David W. Morrisroe



/s/  Dickinson C. Ross       Director                         November 20, 2000
------------------------
     Dickinson C. Ross




                                       9



<PAGE>


                                INDEX TO EXHIBITS


        EXHIBIT
         NUMBER                            DESCRIPTION
        -------     ------------------------------------------------------------


          4.1(a)    Fremont General Corporation Supplemental Retirement Plan, as
                    restated  January 1, 1997.  (Incorporated  by  reference  to
                    Exhibit 10.5 to the  Registrant's  Quarterly  Report on Form
                    10-Q,  for the period ended  September 30, 1997,  Commission
                    file Number 1-8007.)

          4.1(b)    Amendment  Number  One to the  Fremont  General  Corporation
                    Supplemental Retirement Plan.  (Incorporated by reference to
                    Exhibit 10.5 to the  Registrant's  Quarterly  Report on Form
                    10-Q for the period  ended March 31, 1998,  Commission  File
                    Number 1-8007.)

          4.1(c)    Amendment  Number  Two to the  Fremont  General  Corporation
                    Supplemental  Retirement Plan of the company.  (Incorporated
                    by reference to Exhibit 10.5(b) to the  Registrant's  Annual
                    Report on Form 10-K,  for the fiscal year ended December 31,
                    1998, Commission File Number 1-8007.)

          4.1(d)    Trust Agreement for Fremont General Corporation Supplemental
                    Retirement  Plan  and  Fremont  General  Corporation  Senior
                    Supplemental Retirement Plan and amendment. (Incorporated by
                    reference to Exhibit 60.6 to the Registrant's  Annual Report
                    on Form 10-K for the fiscal year ended  December  31,  1995,
                    Commission File Number 1-8007.)

          4.1(e)    Fremont General Corporation Senior  Supplemental  Retirement
                    Plan,  as  restated   January  1,  1997.   (Incorporated  by
                    reference  to  Exhibit  10.7 to the  Registrant's  Quarterly
                    Report on Form 10-Q,  for the  period  ended  September  30,
                    1997, Commission File Number 1-8007.)

          4.1(f)    First  Amendment to the Fremont General  Corporation  Senior
                    Supplemental Retirement Plan.  (Incorporated by reference to
                    Exhibit  10.7(b) to the  Registrant's  Annual Report on Form
                    10-K,   for  the  fiscal  year  ended   December  31,  1998,
                    Commission File Number 1-8007.)


          23.1      Consent of Ernst & Young LLP, Independent Auditors.

          24.1      Power  of   Attorney   (see   page  8).


                                       10
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22407}]
{"company-data": {"conformed-name": "FREMONT GENERAL CORP", "cik": "0000038984", "assigned-sic": "6331", "irs-number": "952815260", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50328", "film-number": "773888"}, "business-address": {"street1": "2020 SANTA MONICA BLVD", "street2": "STE 600", "city": "SANTA MONICA", "state": "CA", "zip": "90404", "phone": "3103155500"}, "mail-address": {"street1": "2020 SANTA MONICA BLVD", "city": "SANTA MONICA", "state": "CA", "zip": "90404"}}
As filed with the Securities and Exchange Commission on November 20, 2000
                                                   Registration No. 333-
================================================================================

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

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

                           -------------------------

                           FREMONT GENERAL CORPORATION
             (Exact name of Registrant as specified in its charter)

             Nevada                                     95-2815260
    -------------------------                    -------------------------
 (State or other jurisdiction of               (I.R.S. Employer Identification
  incorporation or organization)                          Number)

                       2020 Santa Monica Blvd., Suite 600
                         Santa Monica, California 90404
   (Address, including zip code, of Registrant's principal executive offices)

                           -------------------------

                           FREMONT GENERAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN
                                       AND
                           FREMONT GENERAL CORPORATION
                       SENIOR SUPPLEMENTAL RETIREMENT PLAN
                            (Full title of the plans)

                           -------------------------

                                LOUIS J. RAMPINO
                      PRESIDENT AND CHIEF OPERATING OFFICER
                           FREMONT GENERAL CORPORATION
                       2020 SANTA MONICA BLVD., SUITE 600
                         SANTA MONICA, CALIFORNIA 90404
                                 (310) 315-5500
(Name, address, and telephone number, including area code, of agent for service)

                           -------------------------

                                   Copies to:

                            RICHARD A. BOEHMER, ESQ.
                              O'MELVENY & MYERS LLP
                              400 SOUTH HOPE STREET
                          LOS ANGELES, CALIFORNIA 90071
                                 (213) 430-6643
CALCULATION OF REGISTRATION FEE
==============================================================================================================================

                                           Amount    Proposed Maximum   Proposed Maximum
          Title of Securities               to be     Offering Price   Aggregate Offering     Amount of
            to be Registered             Registered     Per Share            Price         Registration Fee
---------------------------------------  ----------  ----------------  ------------------  ----------------
Common Stock, $1.00 par value:

 Fremont General Corporation              2,000,000         $4.563(1)       $9,126,000(1)         $2,409.26
 Supplemental Retirement Plan and
 Fremont General Corporation Senior
 Supplemental Retirement Plan
---------------------------------------   ---------   ---------------  ------------------  ----------------
 Fremont General Corporation Supplement
 Retirement Plan and Fremont General
 Corporation Senior Supplemental            (2) (3)               (2)                 (2)                (2)
 Retirement Plan
===========================================================================================================
(1)  Estimated in accordance  with Rule 457(h) of the Securities Act of 1933, as
     amended, solely for the purpose of computing the amount of the registration
     fee based on the prices of the  Company's  Common  Stock as reported on the
     New York Stock Exchange consolidated reporting system on November 13, 2000.

(2)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Fremont General Corporation
     Supplemental  Retirement  Plan and the Fremont General  Corporation  Senior
     Supplemental Retirement Plan.

(3)  The securities  registered  here are allocated  among the plans as follows:
     the Fremont General Corporation  Supplemental  Retirement Plan, 250,000 and
     the  Fremont  General  Corporation  Senior  Supplemental  Retirement  Plan,
     1,750,000.
=======================================================================================================
No  person  is  authorized  to  give  any   information   or  to  make  any
representations,  other than those contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Plan  Participant.  This Prospectus does not constitute an offer to sell,
or a  solicitation  of an offer  to buy,  nor  shall  there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

     The Company  hereby  undertakes to provide  without  charge to each person,
including each beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral  request of any such  person,  a copy of any and all of the
information  that  has  been  or  may  be  incorporated  by  reference  in  this
Prospectus,  other than  exhibits to such  documents.  Requests  for such copies
should be directed to Alan W. Faigin,  Secretary  and General  Counsel,  Fremont
General  Corporation,  2020 Santa Monica  Boulevard,  Suite 600,  Santa  Monica,
California  90404.  The  Company's  telephone  number at this  location is (310)
315-5500.

     The Company is subject to the informational  reporting  requirements of the
Securities Exchange Act of 1934, as amended,  and in accordance  therewith files
reports,  proxy  and  information  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission").  Such reports,  proxy and
information  statements and other information can be inspected and copied at the
Public Reference Room of the Commission, 450 Fifth Street, NW, Washington,  D.C.
20549 and at the Commission's regional offices at 500 West Madison Street, Suite
1400,  Chicago,  IL 60661 and Seven World Trade Center, 13th Floor, New York, NY
10048;  and copies of such  material can be obtained  from the Public  Reference
Section of the  Commission,  Washington,  D.C.  20549,  at prescribed  rates. In
addition,  the  Commission  maintains  a web site that  contains  such  material
regarding registrants, including the Company, which file electronically with the
Commission.  The address of such web site is  http://www.sec.gov.  The Company's
Common  Stock  is  traded  on the New York  Stock  Exchange,  and the  foregoing
materials  are also  available for  inspection at the offices of such  Exchange,
which offices are located at 20 Broad Street, New York, New York 10005.

     This Prospectus contains information concerning the Company and any sale of
its  Common  Stock  by the Plan  Participants,  but  does  not  contain  all the
information set forth in the Registration  Statement which the Company has filed
with the  Securities  and  Exchange  Commission  under the  Securities  Act. The
Registration  Statement,  including  various  exhibits,  may be inspected at the
Commission's office in Washington, D.C.

                                       3
FREMONT GENERAL CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Fremont  General  Corporation  (the  "Registrant")  and the Fremont General
Corporation  Supplemental  Retirement Plan and the Fremont  General  Corporation
Senior  Supplemental   Retirement  Plan   (collectively,   the  "Plans")  hereby
incorporate  by  reference  into  this  Registration   Statement  the  following
documents and  information  heretofore  filed with the  Securities  and Exchange
Commission (the "Commission"):

                  1.  The  description  of  the  Registrant's  Common  Stock  as
contained in the Registrant's  Registration Statement on Form 8-A filed on March
17, 1993  pursuant to Section 12(b) of the  Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act"),  including any amendment or report filed for the
purpose of updating such descriptions.

                  2. The Registrant's  Annual Report on Form 10-K for the fiscal
year ended December 31, 1999,  filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

                  3. The  Registrant's  Quarterly  Report  on Form  10-Q for the
fiscal  quarter  ended March 31, 2000,  filed  pursuant to Section  13(a) of the
Exchange Act.

                  4. The  Registrant's  Quarterly  Report  on Form  10-Q for the
fiscal  quarter  ended June 30,  2000,  filed  pursuant to Section  13(a) of the
Exchange Act.

                  5. The  Registrant's  Quarterly  Report  on Form  10-Q for the
fiscal quarter ended September 30, 2000,  filed pursuant to Section 13(a) of the
Exchange Act.

                  6. The information contained in the Registrant's  Registration
Statement on Form S-8 for the Plans (file no.  33-39774) filed on or about April
5, 1991.

                  7. The information contained in the Registrant's  Registration
Statement on Form S-8 for the Plans (file no.  33-59896) filed on or about March
23, 1993.

                  8. The information contained in the Registrant's  Registration
Statement  on  Form S-8  for the Plans (file no. 333-38145) filed  on  or  about
October 17, 1997.

                  All documents  filed by the  Registrant and the Plans pursuant
to  Sections  13(a),  13(c),  14 and  15(d) of the  Exchange  Act after the date
hereof,  and prior to the filing of a post-effective  amendment  indicating that
all  securities  offered have been sold or  deregistering  all  securities  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         Omitted pursuant to General Instruction E to Form S-8.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not applicable.

                                       4
ITEM 8.  EXHIBITS.

        EXHIBIT
         NUMBER                            DESCRIPTION
        -------     ------------------------------------------------------------

          4.1(a)    Fremont General Corporation Supplemental Retirement Plan, as
                    restated  January 1, 1997.  (Incorporated  by  reference  to
                    Exhibit 10.5 to the  Registrant's  Quarterly  Report on Form
                    10-Q,  for the period ended  September 30, 1997,  Commission
                    file Number 1-8007.)

          4.1(b)    Amendment  Number  One to the  Fremont  General  Corporation
                    Supplemental Retirement Plan.  (Incorporated by reference to
                    Exhibit 10.5 to the  Registrant's  Quarterly  Report on Form
                    10-Q for the period  ended March 31, 1998,  Commission  File
                    Number 1-8007.)

          4.1(c)    Amendment  Number  Two to the  Fremont  General  Corporation
                    Supplemental  Retirement Plan of the Company.  (Incorporated
                    by reference to Exhibit 10.5(b) to the  Registrant's  Annual
                    Report on Form 10-K,  for the fiscal year ended December 31,
                    1998, Commission File Number 1-8007.)

          4.1(d)    Trust Agreement for Fremont General Corporation Supplemental
                    Retirement  Plan  and  Fremont  General  Corporation  Senior
                    Supplemental Retirement Plan and amendment. (Incorporated by
                    reference to Exhibit 10.6 to the Registrant's  Annual Report
                    on Form 10-K for the fiscal year ended  December  31,  1995,
                    Commission File Number 1-8007.)

          4.1(e)    Fremont General Corporation Senior  Supplemental  Retirement
                    Plan,  as  restated   January  1,  1997.   (Incorporated  by
                    reference  to  Exhibit  10.7 to the  Registrant's  Quarterly
                    Report on Form 10-Q,  for the  period  ended  September  30,
                    1997, Commission File Number 1-8007.)

          4.1(f)    First  Amendment to the Fremont General  Corporation  Senior
                    Supplemental Retirement Plan.  (Incorporated by reference to
                    Exhibit  10.7(b) to the  Registrant's  Annual Report on Form
                    10-K,   for  the  fiscal  year  ended   December  31,  1998,
                    Commission File Number 1-8007.)

          23.1      Consent of Ernst & Young LLP, Independent Auditors.

          24.1      Power of Attorney (see page 8).

ITEM 9.  UNDERTAKINGS.
Omitted pursuant to General Instruction E to Form S-8.

                                       5
SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended,  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 Santa Monica, State of California, on
this 20th day of November, 2000.

                                       FREMONT GENERAL CORPORATION

                                       By:    /s/ Louis J. Rampino
                                              --------------------
                                              Louis J. Rampino

                                       Title: President and Chief Operating
                                              Officer

                                       6
SIGNATURES

     THE PLANS.  Pursuant to the  requirements of the Securities Act of 1933, as
amended,  the trustee (or other  persons who  administer  the  employee  benefit
plans) of the Fremont General Corporation  Supplemental  Retirement Plan and the
Fremont General Corporation Senior Supplemental  Retirement Plan has duly caused
this  Registration  Statement to be signed on their  behalf by the  undersigned,
thereunto duly authorized,  in the City of Santa Monica, State of California, on
this 20th day of November, 2000.

                                      FREMONT GENERAL CORPORATION SUPPLEMENTAL
                                      RETIREMENT PLAN AND FREMONT GENERAL
                                      CORPORATION SENIOR SUPPLEMENTAL RETIREMENT
                                      PLAN

                                            /s/   Louis J. Rampino
                                            -----------------------------
                                      By:   Louis J. Rampino

                                      Title: On behalf of the Administrative
                                             Committees of the Fremont General
                                             Corporation Supplemental Retirement
                                             Plan and the Fremont General
                                             Corporation Senior Supplemental
                                             Retirement Plan.

                                       7
POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints James A. McIntyre,  Louis J. Rampino and
Wayne R. Bailey, jointly and severally,  as his attorney-in-fact and agent, each
with full power of  substitution  and  resubstitution,  for him and in his 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  exhibits  thereto  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  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
connection  therewith,  as fully and to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them, or their or his substitute,  may
lawfully do or cause to be done by virtue hereof.

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

       Signatures                       Title                        Date
-------------------------    --------------------------       ------------------

/s/ James A. McIntyre        Chairman of the Board and        November 20, 2000
-------------------------    Chief Executive Officer
    James A. McIntyre        (Principal Executive Officer)

/s/ Louis J. Rampino         President, Chief Operating       November 20, 2000
-------------------------    Officer and Director
    Louis J. Rampino

/s/ Wayne R. Bailey          Executive Vice President,        November 20, 2000
-------------------------    Treasurer, Chief Financial
    Wayne R. Bailey          Officer (Principal Financial
                             Officer) and Director

/s/ John A. Donaldson        Senior Vice President,           November 20, 2000
-------------------------    Controller and Chief
   John A. Donaldson         Accounting Officer (Principal
                             Accounting Officer)

                                       8
/s/ Houston I. Flournoy      Director                         November 20, 2000
-------------------------
    Houston I. Flournoy

/s/ C. Douglas Kranwinkle    Director                         November 20, 2000
-------------------------
    C. Douglas Kranwinkle

/s/ David W. Morrisroe       Director                         November 20, 2000
------------------------
    David W. Morrisroe

/s/  Dickinson C. Ross       Director                         November 20, 2000
------------------------
     Dickinson C. Ross

                                       9
INDEX TO EXHIBITS

        EXHIBIT
         NUMBER                            DESCRIPTION
        -------     ------------------------------------------------------------

          4.1(a)    Fremont General Corporation Supplemental Retirement Plan, as
                    restated  January 1, 1997.  (Incorporated  by  reference  to
                    Exhibit 10.5 to the  Registrant's  Quarterly  Report on Form
                    10-Q,  for the period ended  September 30, 1997,  Commission
                    file Number 1-8007.)

          4.1(b)    Amendment  Number  One to the  Fremont  General  Corporation
                    Supplemental Retirement Plan.  (Incorporated by reference to
                    Exhibit 10.5 to the  Registrant's  Quarterly  Report on Form
                    10-Q for the period  ended March 31, 1998,  Commission  File
                    Number 1-8007.)

          4.1(c)    Amendment  Number  Two to the  Fremont  General  Corporation
                    Supplemental  Retirement Plan of the company.  (Incorporated
                    by reference to Exhibit 10.5(b) to the  Registrant's  Annual
                    Report on Form 10-K,  for the fiscal year ended December 31,
                    1998, Commission File Number 1-8007.)

          4.1(d)    Trust Agreement for Fremont General Corporation Supplemental
                    Retirement  Plan  and  Fremont  General  Corporation  Senior
                    Supplemental Retirement Plan and amendment. (Incorporated by
                    reference to Exhibit 60.6 to the Registrant's  Annual Report
                    on Form 10-K for the fiscal year ended  December  31,  1995,
                    Commission File Number 1-8007.)

          4.1(e)    Fremont General Corporation Senior  Supplemental  Retirement
                    Plan,  as  restated   January  1,  1997.   (Incorporated  by
                    reference  to  Exhibit  10.7 to the  Registrant's  Quarterly
                    Report on Form 10-Q,  for the  period  ended  September  30,
                    1997, Commission File Number 1-8007.)

          4.1(f)    First  Amendment to the Fremont General  Corporation  Senior
                    Supplemental Retirement Plan.  (Incorporated by reference to
                    Exhibit  10.7(b) to the  Registrant's  Annual Report on Form
                    10-K,   for  the  fiscal  year  ended   December  31,  1998,
                    Commission File Number 1-8007.)

          23.1      Consent of Ernst & Young LLP, Independent Auditors.

          24.1      Power  of   Attorney   (see   page  8).

                                       10