As filed with the Securities and Exchange Commission on December 10, 1996

                         Registration No. ___-__________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                           ------------------------

                                  FORM S-8/S-3
                             REGISTRATION STATEMENT
(Including registration of shares for resale by means of a Form S-3 Prospectus)
                                     Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                           FREMONT GENERAL CORPORATION
               (Exact name of registrant as specified in charter)
                            ------------------------


           Nevada                                    95-2815260
   ------------------------                   ------------------------
   (State of incorporation)             (I.R.S. Employer Identification No.)   



                       2020 Santa Monica Blvd., Suite 600
                         Santa Monica, California 90404
                            ------------------------
                    (Address of principal executive offices)


                        1995 RESTRICTED STOCK AWARD PLAN
                            (Full title of the plan)
                            ------------------------


                                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)


                                    Copy to:
                            Elizabeth R. Flint, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                            Palo Alto, CA 94304-1050
                                 (415) 493-9300

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


Title of                                                 Maximum          Proposed         Proposed           Amount of
Securities                                                Amount          Maximum           Maximum         Registration
to be                                                     to be           Offering         Aggregate            Fee
Registered                                              Registered        Price Per         Offering
                                                                           Share(1)          Price(1)
-----------                                            -----------        ---------      ---------------     ------------
<S>                                                   <C>                <C>             <C>            <C> 
Common Stock, $1.00 par value
  Issued under 1995 Restricted Stock Award Plan......  2,068,210 shares   $  29.75        $61,529,247.50     $ 18,646.00

================================================================================
<FN>

(1)   The proposed  maximum  offering  price of $29.75 per share was computed in
      accordance  with Rule 457(c) under the Securities Act of 1933 by averaging
      the high and low prices of a share of Fremont General  Corporation  Common
      Stock as reported in the New York Stock  Exchange  consolidated  reporting
      system on December 6, 1996.
</FN>
</TABLE>

<PAGE>


                                                            
PROSPECTUS

                          FREMONT GENERAL CORPORATION

                                2,068,210 Shares

                                  Common Stock
                     --------------------------------------

     This  Prospectus  relates  to  2,068,210  shares of the  Common  Stock (the
"Common  Stock") of  Fremont  General  Corporation  (the  "Company")  which were
awarded to the  individuals  named  herein (the "Plan  Participants")  under the
Company's 1995 Restricted Stock Award Plan, As Amended (the "Plan"). The Plan is
a long term employee benefit plan for officers,  directors and employees that is
designed to attract and retain  these  individuals  and to maximize  shareholder
value  by  aligning  the  interests  of  such  individuals  with  those  of  the
shareholders through equity ownership.

     All shares of Common Stock  awarded under the Plan are  restricted  and may
not be sold by Plan Participants until these restrictions  lapse. Ten percent of
each  Plan  Participant's  shares  are  generally  released  from the  Company's
reacquisition  option on the first  designated  release  date and on each of the
nine anniversaries thereafter, provided that the Plan Participant's status as an
employee or director has not  terminated  and the Company has not  exercised its
reacquisition option. All of the shares issued under the Plan are held in escrow
by the Company for the account of each Plan  Participant  pending the release of
the restrictions.

     The  Registration  Statement of which this Prospectus forms a part is being
filed to enable the Plan  Participants,  if they so elect, to sell  unrestricted
shares of Common  Stock in the  public  market  from  time to time.  All  shares
awarded to Plan  Participants  have been  included  even though  only  one-tenth
(1/10) of the shares will become available for sale each year.

     It is  anticipated  that Plan  Participants  that do elect to sell all or a
portion of their shares will do so in one or more of the following  ways: (i) on
the New York Stock Exchange at the prevailing prices on the date of sale or (ii)
to the Company,  the Company's  Employee Stock  Ownership Plan, or the Company's
Grantor Trust (an Employee  Benefits Trust) at the prevailing  prices on the New
York Stock  Exchange on the date of sale.  See  "Distribution."  The Company may
receive a portion of the  proceeds  from sales made  hereunder  to cover  state,
federal and FICA withholding tax requirements of the Plan Participants. The Plan
Participants  will bear all sales  commissions and similar  expenses.  Any other
expenses  incurred  by the  Company  in  connection  with the  registration  and
offering, and not borne by the Plan Participants, will be borne by the Company.

     Each Plan Participant and any broker executing  selling orders on behalf of
a Plan  Participant may be deemed to be an  "underwriter"  within the meaning of
the  Securities  Act of 1933, as amended (the  "Securities  Act") in which event
commissions received by such broker may be deemed to be underwriting commissions
under the Securities Act.

     The Common  Stock is traded on the New York Stock  Exchange  (NYSE  Symbol:
FMT). On December 6, 1996,  the last reported sale price of the Common Stock was
$29.875 per share.

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

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.   ANY   REPRESENTATION  TO  THE  CONTRARY  IS  A  CRIMINAL  OFFENSE.
                     -------------------------------------

                 The date of this Prospectus is December 10, 1996


<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 Wayne R. Bailey,  Executive Vice President,  Treasurer and
Chief  Financial  Officer,  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,  N.W.,  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.


                                       2


<PAGE>


                                   THE COMPANY

     The Company is a nationwide  property and casualty  insurance and financial
services holding company that operates through its wholly-owned  subsidiaries in
select  businesses in niche markets.  The three core operating lines of business
are  workers'  compensation  insurance  underwriting,  real estate  lending  and
commercial  finance  lending.  Additionally,  on a smaller scale, the Company is
involved in underwriting various other insurance products. From its inception in
1972 to the  present,  the  Company  has  conducted  its  business  as a  Nevada
corporation. The executive offices of the Company are located at Fremont General
Corporation,  2020 Santa Monica Boulevard,  Suite 600, Santa Monica,  California
90404, and its telephone number is (310) 315-5500.

                                PLAN PARTICIPANTS

     All  shares of  Common  Stock  awarded  to  individuals  under the Plan are
restricted  and may not be sold by Plan  Participants  until these  restrictions
lapse. Ten percent of each Plan Participant's shares are generally released from
the Company's  reacquisition  option on the first designated release date and on
each of the nine anniversaries thereafter,  provided that the Plan Participant's
status as an  employee or director  has not  terminated  and the Company has not
exercised its reacquisition option. Each Plan Participant will determine whether
to sell the shares of Common Stock which are released from restriction at his or
her own discretion. The Company may receive a portion of the proceeds from sales
made hereunder to cover state, federal, and FICA withholding tax requirements of
the Plan Participants.

     Except as otherwise set forth below,  none of the Plan  Participants  is an
executive  officer or director of the Company and none of the Plan  Participants
beneficially  own,  individually  or in  the  aggregate,  more  than  1% of  the
outstanding  shares of Common Stock of the  Company.  The  following  table sets
forth  certain  information  with respect to the Plan  Participants'  beneficial
ownership of the Company's  common stock as of November 7, 1996, and as adjusted
to reflect the sale of the Common  Stock by such Plan  Participants  pursuant to
this Prospectus, if such Common Stock were to be sold.

     Pursuant  to   Commission   rules,   the  Company  has  included  all  Plan
Participants  who  would  be  eligible  to  sell  their  securities  under  this
registration statement and all shares of Common Stock beneficially owned by such
Plan Participants,  whether or not they have a present intent to sell any or all
of such shares hereunder.


                                       3


<PAGE>
<TABLE>
<CAPTION>


                                                                             Shares
                                                                           Awarded to
                                                                              Plan
                                                                          Participants
                                                                           that will be       Shares Beneficially
                                               Number of Shares             Available             Owned After
                                            Beneficially Owned as of      for Resale as   Offering (if all Registered
                                              November 7, 1996(1)(2)       Restrictions       shares are sold)(1)(2)
                                           ---------------------------    ------------    ---------------------------

                 Name                       Number           Percent          Lapse          Number         Percent

<S>                                        <C>               <C>            <C>            <C>             <C>
James A. McIntyre (3)...............           2,566,622           9.2         446,600      2,120,022           7.6
Wayne R. Bailey (4).................             416,375           1.5         206,400        209,975        *
Alan W. Faigin (5)..................              55,182        *               21,250         33,932        *
Houston I. Flournoy (6).............              41,890        *               26,000         15,890        *
C. Douglas Kranwinkle (7)...........              45,595        *               26,000         19,595        *
Raymond G. Meyers (8)...............             274,790        *              123,000        151,790        *
David W. Morrisroe (9)..............              44,945        *               26,000         18,945        *
Louis J. Rampino (10)...............             662,931           2.4         308,160        354,771           1.3
Dickinson C. Ross (11)..............              47,822        *               26,000         21,822        *
James E. Little (12)................             416,296           1.5         194,500        221,796        *
Other Plan Participants (each                  
    holding less than one
    percent) (13)...................           1,825,443           6.6         664,300      1,161,143           4.0
                                          --------------                     ---------      ---------                   
    TOTAL                                      6,397,891          22.2       2,068,210      4,329,681          15.0

</TABLE>


*     Less than 1%.
(1)   All shares awarded under the Plan become  unrestricted and are released to
      Plan Participants over a ten year period. The information included in this
      chart  assumes  that (i) each  Plan  Participant  will  continue  to be an
      employee or director of the Company for the entire ten year period  during
      which the Company has a reacquisition option and (ii) he or she will elect
      to sell all shares received under the Plan.  These  assumptions  have been
      made under the rules of the  Commission  and do not reflect any  knowledge
      that the  Company  has with  respect  to the  present  intent  of the Plan
      Participants.
(2)   Based on 27,501,132  shares of Common Stock  outstanding as of November 7,
      1996.  Beneficial  ownership is determined in accordance with the rules of
      the Securities and Exchange Commission.  In computing the number of shares
      beneficially  owned  by a  person  and the  percentage  ownership  of that
      person, shares of Common Stock subject to options held by that person that
      are currently  exercisable  or will become  exercisable  within 60 days of
      November 7, 1996 are deemed outstanding.
(3)   Mr.  McIntyre  has  served as  Chairman  of the Board and Chief  Executive
      Officer of the Company for more than three years prior to the date of this
      Prospectus.  In addition,  Mr. McIntyre owns  beneficially  20,000 shares,
      less than 1%, of Fremont General Financing I (a wholly owned subsidiary of
      the Company) 9% Trust Originated  Preferred  Securities  (TOPrS)_ (service
      marks of Merrill Lynch & Company.) Such securities are non-voting.
(4)   Mr. Bailey is Executive  Vice  President,  Treasurer  and Chief  Financial
      Officer of the  Company  and has served as an  executive  officer for more
      than three years prior to the date of this  Prospectus,  and as a Director
      of the Company since 1996.
(5)   Mr.  Faigin has been  employed  by the  Company  for more than three years
      prior to the date of this  Prospectus,  and has  served as  Secretary  and
      General Counsel of the Company since 1996.
(6)   Dr.  Flournoy  has served as a Director of the Company for more than three
      years prior to the date of this Prospectus. In addition, Dr. Flournoy owns
      beneficially 175 shares,  less than 1%, of Fremont General  Financing I (a
      wholly  owned  subsidiary  of the Company) 9% Trust  Originated  Preferred
      Securities  (TOPrS)sm (service  marks of Merrill  Lynch &  Company.)  Such
      securities are non-voting.



                                       4

<PAGE>


(7)   Mr.  Kranwinkle  has served as a Director  of the  Company  for more than
      three  years  prior to the date of this Prospectus.
(8)   Mr.  Meyers has been  employed  by the  Company  for more than three years
      prior  to the date of this  Prospectus,  and has  served  as  Senior  Vice
      President and Chief Administrative Officer of the Company since 1994.
(9)   Mr. Morrisroe has served as a Director of the Company for more than three
      years  prior to the date of this Prospectus.
(10)  Mr.  Rampino is President and Chief  Operating  Officer of the Company and
      has served as an executive  officer for more than three years prior to the
      date of this Prospectus, and as a Director of the Company since 1994.
(11)  Mr. Ross has served as a Director of the Company for more than three years
      prior to the date of this Prospectus.
(12)  Mr. Little  has served as  President  of Fremont Insurance  Group for more
      than three years prior to the date of this Prospectus.
(13)  The other Plan Participants,  each of whom beneficially owns less than one
      percent of the Company's issued and outstanding  Common Stock, and each of
      whom is an  employee of the Company or a wholly  owned  subsidiary  of the
      Company, are as follows: Charles F. Alcantar; Carol Atkinson;  Darrell, J.
      Baird; Victor D. Barwig; Salvatore C. Bianco; Pamela H. Blackmore;  Stella
      J. Bobak; Thomas Brady; Sarah R. Branigan ; Robert M. Brichacek;  David N.
      Brody;  Alan D.  Buckingham;  Robert Cano;  Joseph A. Cardenas;  Carlos E.
      Chang;  David R. Cochran;  Gwyneth E. Colburn;  Matthew J. Colgan;  Robert
      Connor;  Alana Cox; Kim Crist;  Linda S. Darga;  Donald M. Davis; Brian S.
      Davis;  Kenneth  F.  Demski;  Thomas  P.  Derenze;  Avo  Deukmejian;  John
      Donaldson;  Paul Dubois; Linda C. Dudash; Bruce English; Robert J. Esmail;
      Jonathan S. Fuhrman;  Linda I. Gaide;  Richard A. Gajda; David F. Gardner;
      Peter K. Geike;  Norton M. Geller;  K. D. Gena;  Craig A. Gilmour;  Robert
      Paul  Goldsworthy;  Michael W.  Goodin;  Robert J. Gore;  Robert A. Grana;
      William D.  Granato;  Troy A.  Grande;  Philip E.  Grassbaugh;  Raymond E.
      Green; Robin A. Gregory;  Ronald Groden; Steven C. Gross; Michele P. Gust;
      Michael Guyton; Neal E. Haberman; Bert D. Haboucha; Andrew D. Hall; Andrew
      P. Hanson; Gary C. Harrigian;  Jacqueline Hassett; Marilyn I. Hauge; David
      J. Helmes;  David D. Henderson;  Patricia A. Henry; Ronald F. Herzig; Sara
      A. Heza; William J. Hillstrom; Elizabeth Hilton; Elaine E. Himeno; Gilbert
      Carl Hubbell; Diana L. Jarrett; Mark A. Javurek; Brian D. Johnson; John B.
      Johnson;  Rodney M.  Johnston;  Paul E.  Jordan;  Philip  Jue;  Michael T.
      Justice;  Michael  S.  Karr;  John H. Kim;  Curtis A.  Kirkland;  David R.
      Klages; Bruce Krall; David M. Krebs; Henry Krizl; Gregory C. Lacker; Doris
      K. T. Lai; Patrick E. Lamb; Alan M. Lapidus;  Robin J. Lee; Michael Liddy;
      Perrin Y. Lim; Jeffrey B. Lizar; Michael A. Loehr; Mark A. Looft; Scott S.
      Manlin;  Randall  Mark;  Thomas M.  Masuguchi;  Nicole F.  Maury;  Noel P.
      Mayfield;  Kenneth M. McKinley; Diane Meyerson; Scott H. Mitchell; Cynthia
      Morrison;  Mahsha Motamedi;  Michael A. Mueller; Bernard I. J. Nadel; John
      P. Neher; Roger P. Newman; Bradley K. Nichols;  Carrie L. Nikols; Jerry F.
      Noles; Scott R. Noyce; Steven Ogus; William B. O'Hara;  Ranney P. Pageler;
      Steven K. Patton;  Douglas C. Payne;  James E. Perrotta;  Jay C. Peterson;
      John L.  Phelan;  Arthur C.  Placek;  Daniel G.  Platt;  Kathleen  Pogran;
      Anthony R. Pokorny;  Jay B. Provo;  Richard C. Pugh; Denise K. Richardson;
      Josephine Roberts;  Wayne Rog; John F. Roughan; Eva M. Satori;  Barbara J.
      Scanlan;  Nancy  M.  Schnurstein;  Debbie  Sammons  Semnanian;  Thomas  M.
      Shimada;  Carolyn Y. Shimono; Louis A. Silver; Allyson B. Simpson;  Gerald
      N. Slentz; Geoffry A. Smith; Barbara J. Sprague;  Thomas M. Stanley; Carol
      A.  Steffen;  Susan H.  Stephens;  William H.  Steurer;  Michael T. Stock;
      Leonard Stowe; Laura M. Strange; B. Morgyn Taylor; Gary P. Taylor;  Robert
      N. Tenney;  Nick  Terbovic;  William E. Timothy;  Will M. Verigin;  Sandra
      Walder; Kyle R. Walker;  John P. Walsh; Del A. Walter;  Ronald R. Warwick;
      Suzanne  T.  Watanabe;  Leroy J.  Wendt;  Signe N.  Wetteland;  Thomas  C.
      Whitesell;  Mary E. Wilkman; John W. Willis; Michael W. Wingard; Emmett M.
      Witt; Jill A. K. Yamashiro;  Jeffrey Zangrilli; John Ziniewicz; and Murray
      L. Zoota.


                                       5

<PAGE>

                              PLAN OF DISTRIBUTION

     All shares of Common Stock  awarded under the Plan are  restricted  and may
not be sold by Plan Participants until these restrictions  lapse. Ten percent of
each  Plan  Participant's  shares  are  generally  released  from the  Company's
reacquisition  option on the first  designated  release  date and on each of the
nine anniversaries thereafter, provided that the Plan Participant's status as an
employee or director has not  terminated  and the Company has not  exercised its
reacquisition  option with  respect to the restricted shares.  All of the shares
issued  under the Plan are held in escrow by the Company for the account of each
Plan  Participant  pending  the  release  of  the  restrictions   thereon.  This
Registration  Statement is being filed to enable the Plan Participants,  if they
so elect, to sell their unrestricted shares of Common Stock in the public market
from time to time.  All shares awarded to Plan  Participants  have been included
even though only one-tenth  (1/10) of the shares will become  available for sale
each year.

     It is anticipated  that Plan  Participants who do elect to sell shares will
do so in one or more of the following  ways:  (i) on the New York Stock Exchange
at the  prevailing  prices  on the  date of sale  or  (ii) to the  Company,  the
Company's  Employee  Stock  Ownership  Plan, or the Company's  Grantor Trust (an
Employee Benefits Trust) at the prevailing prices on the New York Stock Exchange
on the date of sale. The Plan  Participants may also make private sales directly
or through a broker or brokers,  who may act as agent or as principal.  Further,
the Plan  Participants may choose to dispose of the shares  registered hereby by
gift to a third  party or as a  donation  to a  charitable  or other  non-profit
entity.  In connection  with any sales,  the Plan  Participants  and any brokers
participating in such sales may be deemed to be underwriters  within the meaning
of the  Securities  Act. The Company may receive a portion of the proceeds  from
sales  made  hereunder  to  cover  state,   federal  and  FICA  withholding  tax
requirements of the Plan Participants.

     Any  broker-dealer  participating in such transactions as agent may receive
commissions  from the Plan  Participants  (and, if such broker acts as agent for
the  purchaser  of such  shares,  from  such  purchaser).  Usual  and  customary
brokerage fees will be paid by the Plan  Participants.  Broker-dealers may agree
with the Plan  Participants to sell a specified number of shares at a stipulated
price per share,  and,  to the extent  such a  broker-dealer  is unable to do so
acting as agent for the Plan  Participants,  to purchase as principal any unsold
shares at the price required to fulfill the broker-dealer commitment to the Plan
Participants.  Broker-dealers  who acquire  shares as principal  may  thereafter
resell such shares from time to time in  transactions  (which may involve  block
transactions  and which may involve sales to and through  other  broker-dealers,
including  transactions  of the  nature  described  above) on the New York Stock
Exchange, in negotiated transactions or otherwise at market prices prevailing at
the time of sale or at negotiated  prices,  and in connection  with such resales
may pay to or receive from the purchasers of such shares commissions computed as
described above.

     The Company has advised the Plan  Participants  that the  anti-manipulation
rules,  Rules  10b-6 and 10b-7 under the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act"), may apply to sales in the market.  The Company has
also informed the Plan  Participants of the possible need for delivery of copies
of this Prospectus.  The Plan Participants may indemnify any broker-dealer  that
participates  in  transactions  involving the sale of the shares against certain
liabilities,  including  liabilities  arising  under  the  Securities  Act.  Any
commissions   paid  or  any  discounts  or  concessions   allowed  to  any  such
broker-dealers,  and, if any such  broker-dealers  purchase shares as principal,
any  profits  received  on the  resale  of  such  shares,  may be  deemed  to be
underwriting discounts and commissions under the Securities Act.

     Upon  the  Company's  being  notified  by the  Plan  Participants  that any
material  arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, a supplemental prospectus will be filed under Rule
424(c) under the  Securities  Act,  setting forth the name of the  participating
broker-dealer(s),  the number of shares involved, the price at which such shares
were  sold by the  Plan  Participants,  the  commissions  paid or  discounts  or
concessions allowed by the Plan Participants to such broker-dealer(s), and where
applicable,  that such  broker-dealer(s)  did not conduct any  investigation  to
verify the information set out in this Prospectus.


                                       6

<PAGE>

     Any securities  covered by this Prospectus  which qualify for sale pursuant
to Rule 144 under the  Securities  Act may be sold under that Rule  rather  than
pursuant to this  Prospectus,  provided that such  securities  are available for
resale under the Plan.  In general,  under Rule 144 as  currently  in effect,  a
person (or persons whose shares are aggregated), including any person who may be
deemed to be an "affiliate" of the Company, is entitled to sell within any three
month period  "restricted  shares" (as that term is defined in Rule 144, not the
Plan)  beneficially  owned by him or her in an amount  that does not  exceed the
greater  of (i) 1% of the then  outstanding  shares of Common  Stock or (ii) the
average weekly trading volume in shares of Common Stock during the four calendar
weeks  preceding such sale,  provided that at least two years have elapsed since
such shares were acquired from the Company or an affiliate of the Company. Sales
are also subject to certain  requirements  as to the manner of sale,  notice and
availability of current public  information  regarding the Company.  However,  a
person who has not been an  "affiliate"  of the Company at any time within three
months prior to the sale is entitled to sell his or her shares without regard to
the volume limitations or other requirements of Rule 144, provided that at least
three years have elapsed  since such shares were acquired from the Company or an
affiliate of the Company.


                      INFORMATION INCORPORATED BY REFERENCE

         There are hereby  incorporated  by  reference  in this  Prospectus  the
following documents and information heretofore filed with the Commission:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as filed with the Commission on April 1, 1996.

         (2) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1996, as filed with the Commission on May 15, 1996.

         (3) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 1996, as filed with the Commission on August 14, 1996.

         (4) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 1996, as filed with the Commission on November 14, 1996.

         (5) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement on Form 8-A filed March 17, 1993  pursuant to
Section 12(b) of the Exchange Act.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment  which  indicates that all securities  registered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be  incorporated by reference in this Prospectus and to be part hereof
from the date of filing of such documents.


                                       7


<PAGE>


                           FREMONT GENERAL CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8/S-3

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby  incorporated  by  reference  in this  Prospectus  the
following documents and information heretofore filed with the Commission:

     (1) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1995, as filed with the Commission on April 1, 1996.

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996, as filed with the Commission on May 15, 1996.

     (3) The Company's  Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, as filed with the Commission on August 14, 1996.

     (4) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
September 30, 1996, as filed with the Commission on November 14, 1996.

     (5)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement on Form 8-A filed March 17, 1993  pursuant to
Section 12(b) of the Exchange Act.

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

     The Company's  Restated  Certificate of  Incorporation  limits the monetary
liability of its directors to the Company or its stockholders for breach of such
directors'  fiduciary  duty to the fullest  extent  permitted  by the law of the
State of Nevada ("Nevada Law"), as it is amended from time to time.

     Under the Company's Bylaws, the Company is required,  to the maximum extent
and in the manner  permitted by Nevada law, to indemnify  each of its  directors
and officers against expenses,  judgments, fines, settlements, and other amounts
actually and reasonably  incurred in connection with any proceeding,  arising by
reason of the fact that such person is or was an agent of the  corporation.  For
the purposes of the Bylaws,  a "director"  or "officer" of the Company  includes
any person (i) who is or was a director or officer of the  Company,  (ii) who is
or was serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was a director or


<PAGE>


officer of a corporation  which was a predecessor  corporation of the Company or
of another enterprise at the request of such predecessor corporation.

     The Company is also required to pay all expenses  incurred in defending any
civil or criminal  action or proceeding  for which  indemnification  is required
under  the  Bylaws  in  advance  of the  final  disposition  of such  action  or
proceeding  upon receipt of an  undertaking  by or on behalf of the  indemnified
party  to repay  such  amount  if it shall  ultimately  be  determined  that the
indemnified party is not entitled to be indemnified as authorized in the Bylaws.

     The Bylaws  further  provide that the  corporation  shall have the power to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the Company against any liability  asserted against or incurred by
such person in such  capacity or arising  out of such  person's  status as such,
whether or not the Company would have the power to indemnify such person against
such liability under the provisions of the Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     In Release No. 33-6188 (the "1980  Release"),  the staff of the Division of
Corporate  Finance of the  Commission  (the "Staff") has taken the position that
where no offer or sale is  involved,  the  distribution  or actual  delivery  of
employer stock by a plan to individual  plan  participants  is not an event that
requires registration.  In the 1980 Release, the Staff also concluded that stock
awarded under "stock bonus plans," which grant employer stock to employees at no
direct cost to them,  generally  need not be  registered.  In the opinion of the
Staff, such registration is not necessary because employees have not contributed
cash or any other  direct  consideration  to such  plans in return for the stock
awarded to them, and thus no "sale" has taken place.

     The Plan Participants  acquired all of the shares registered hereby through
awards  granted  by the  Company  under the Plan.  Under the Plan,  participants
receive  stock  awards upon  selection  by the plan  administrator,  without any
contribution of cash or other direct consideration. For this reason, the Company
believes that the  distribution of stock to its employees under the Plan did not
involve a "sale," and thus did not constitute a registrable event.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>

     Exhibit Number                                Description
     --------------              ---------------------------------------------

        <C>          <S>

          4.1        1995 Restricted Stock Award Plan, as amended and forms of agreement thereunder.

          4.2        Portions of Restated Articles of Incorporation of the Company defining the Rights of Common
                     Stock Holders (Filed as Exhibit No. 3.1 to  Registration  Statement on Form S-3, Commission
                     File   Number 33-64771, which was declared effective on March 1, 1996, and  incorporated
                     herein by reference.)

          4.3        Portions of Amended and Restated Bylaws of the Company  defining  the Rights of Common Stock
                     Holders  (Filed  as  exhibit  3.3 to Report on Form 10-K,  for the  Fiscal  Year Ended
                     December 31, 1995,  Commission  File Number 1-8007, and incorporated herein by reference.)

          5.1        Opinion of Counsel as to legality of shares.
                    
         23.1        Independent Auditors' Consent. 
                    
         24.1        Power of Attorney (see page II-4 of this Registration Statement). 
                    
</TABLE>



                                      II-2

<PAGE>


ITEM 9.  UNDERTAKINGS.

         A.       The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. The Company hereby  undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company  pursuant to law, the  Company's  Certificate  of  Incorporation,
Bylaws or indemnification  agreements,  the Company has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the  Company in a  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  of whether  such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.


                                      II-3


<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/S-3 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 9th day of
December, 1996.

                                           FREMONT GENERAL CORPORATION


                                           By:  /s/ LOUIS J. RAMPINO
                                                ----------------------
                                                Louis J. Rampino,
                                                President






                                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,  and each of them,  as his or her  attorney-in-fact,  with full
power of  substitution in each, for him or her in any and all capacities to sign
any amendments to this Registration  Statement on Form S-8/S-3,  and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact,  or his substitutes, may do or cause to be done by virtue
hereof.






                                      II-4




<PAGE>


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


<TABLE>
<CAPTION>

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

<C>                         <S>                                                 <C> 
/s/ JAMES A. McINTYRE        Chairman of the Board and                          December 9, 1996 
-------------------------       Chief Executive Officer
    James A. McIntyre           (Principal Executive Officer)


/s/ LOUIS J. RAMPINO         President, Chief Operating                         December 9, 1996
-------------------------        Officer and Director
    Louis J. Rampino

/s/ WAYNE R. BAILEY          Executive Vice President,                          December 9, 1996
-------------------------       Treasurer, Chief Financial
Wayne R. Bailey                 Officer (Principal Financial  
                                Officer) and Director

/s/ JOHN A. DONALDSON        Controller and Chief Accounting Officer            December 9, 1996
-------------------------       (Principal Accounting Officer)
    John A. Donaldson

/s/ HOUSTON I. FLOURNOY      Director                                           December 9, 1996
-------------------------              
    Houston I. Flournoy

/s/ C. DOUGLAS KRANWINKLE    Director                                           December 9, 1996
-------------------------
C. Douglas Kranwinkle

/s/ DAVID W. MORRISROE       Director                                           December 9, 1996
-------------------------
    David W. Morrisroe

/s/ DICKINSON C. ROSS        Director                                           December 9, 1996
-------------------------
    Dickinson C. Ross


</TABLE>


                                      II-5



<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    EXHIBITS



                     Registration Statement on Form S-8/S-3


                           FREMONT GENERAL CORPORATION





<PAGE>


                                INDEX TO EXHIBITS





<TABLE>
<CAPTION>


Exhibit                                                                                                 Sequentially
Number                                             Description                                          Numbered Page
-----------     -----------------------------------------------------------------------------------     -------------
<C>             <S>                                                                                     <C>
        4.1     1995 Restricted Stock Award Plan, as amended, and forms of agreement thereunder ...

        4.2     Portions of Restated Articles of Incorporation of the Company defining the Rights
                of Common Stock Holders (Filed as Exhibit No. 3.1 to Registration Statement on
                Form S-3, Commission File Number 33-64771, which was declared effective on March
                1, 1996, and incorporated herein by reference.) ...................................

        4.3     Portions of Amended and Restated By-Laws of the Company defining the Rights of
                Common Stock Holders (Filed as exhibit 3.3 to Report on Form 10-K, for the Fiscal
                Year Ended December 31, 1995, Commission File Number 1-8007, and incorporated
                herein by reference.) .............................................................

        5.1     Opinion of Counsel as to legality of shares .......................................

       23.1     Independent Auditors' Consent .....................................................

       24.1     Power of Attorney (see page II-4 of this Registration Statement) ..................


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 47340}]
{"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": "333-17525", "film-number": "96678027"}, "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 December 10, 1996

                         Registration No. ___-__________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                           ------------------------

                                  FORM S-8/S-3
                             REGISTRATION STATEMENT
(Including registration of shares for resale by means of a Form S-3 Prospectus)
                                     Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                           FREMONT GENERAL CORPORATION
               (Exact name of registrant as specified in charter)
                            ------------------------

           Nevada                                    95-2815260
   ------------------------                   ------------------------
   (State of incorporation)             (I.R.S. Employer Identification No.)   

                       2020 Santa Monica Blvd., Suite 600
                         Santa Monica, California 90404
                            ------------------------
                    (Address of principal executive offices)

                        1995 RESTRICTED STOCK AWARD PLAN
                            (Full title of the plan)
                            ------------------------

                                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)

                                    Copy to:
                            Elizabeth R. Flint, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                            Palo Alto, CA 94304-1050
                                 (415) 493-9300

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of                                                 Maximum          Proposed         Proposed           Amount of
Securities                                                Amount          Maximum           Maximum         Registration
to be                                                     to be           Offering         Aggregate            Fee
Registered                                              Registered        Price Per         Offering
                                                                           Share(1)          Price(1)
-----------                                            -----------        ---------      ---------------     ------------
Common Stock, $1.00 par value
  Issued under 1995 Restricted Stock Award Plan......  2,068,210 shares   $  29.75        $61,529,247.50     $ 18,646.00

================================================================================
(1)   The proposed  maximum  offering  price of $29.75 per share was computed in
      accordance  with Rule 457(c) under the Securities Act of 1933 by averaging
      the high and low prices of a share of Fremont General  Corporation  Common
      Stock as reported in the New York Stock  Exchange  consolidated  reporting
      system on December 6, 1996.
PROSPECTUS

                          FREMONT GENERAL CORPORATION

                                2,068,210 Shares

                                  Common Stock
                     --------------------------------------

     This  Prospectus  relates  to  2,068,210  shares of the  Common  Stock (the
"Common  Stock") of  Fremont  General  Corporation  (the  "Company")  which were
awarded to the  individuals  named  herein (the "Plan  Participants")  under the
Company's 1995 Restricted Stock Award Plan, As Amended (the "Plan"). The Plan is
a long term employee benefit plan for officers,  directors and employees that is
designed to attract and retain  these  individuals  and to maximize  shareholder
value  by  aligning  the  interests  of  such  individuals  with  those  of  the
shareholders through equity ownership.

     All shares of Common Stock  awarded under the Plan are  restricted  and may
not be sold by Plan Participants until these restrictions  lapse. Ten percent of
each  Plan  Participant's  shares  are  generally  released  from the  Company's
reacquisition  option on the first  designated  release  date and on each of the
nine anniversaries thereafter, provided that the Plan Participant's status as an
employee or director has not  terminated  and the Company has not  exercised its
reacquisition option. All of the shares issued under the Plan are held in escrow
by the Company for the account of each Plan  Participant  pending the release of
the restrictions.

     The  Registration  Statement of which this Prospectus forms a part is being
filed to enable the Plan  Participants,  if they so elect, to sell  unrestricted
shares of Common  Stock in the  public  market  from  time to time.  All  shares
awarded to Plan  Participants  have been  included  even though  only  one-tenth
(1/10) of the shares will become available for sale each year.

     It is  anticipated  that Plan  Participants  that do elect to sell all or a
portion of their shares will do so in one or more of the following  ways: (i) on
the New York Stock Exchange at the prevailing prices on the date of sale or (ii)
to the Company,  the Company's  Employee Stock  Ownership Plan, or the Company's
Grantor Trust (an Employee  Benefits Trust) at the prevailing  prices on the New
York Stock  Exchange on the date of sale.  See  "Distribution."  The Company may
receive a portion of the  proceeds  from sales made  hereunder  to cover  state,
federal and FICA withholding tax requirements of the Plan Participants. The Plan
Participants  will bear all sales  commissions and similar  expenses.  Any other
expenses  incurred  by the  Company  in  connection  with the  registration  and
offering, and not borne by the Plan Participants, will be borne by the Company.

     Each Plan Participant and any broker executing  selling orders on behalf of
a Plan  Participant may be deemed to be an  "underwriter"  within the meaning of
the  Securities  Act of 1933, as amended (the  "Securities  Act") in which event
commissions received by such broker may be deemed to be underwriting commissions
under the Securities Act.

     The Common  Stock is traded on the New York Stock  Exchange  (NYSE  Symbol:
FMT). On December 6, 1996,  the last reported sale price of the Common Stock was
$29.875 per share.

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

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.   ANY   REPRESENTATION  TO  THE  CONTRARY  IS  A  CRIMINAL  OFFENSE.
                     -------------------------------------

                 The date of this Prospectus is December 10, 1996
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 Wayne R. Bailey,  Executive Vice President,  Treasurer and
Chief  Financial  Officer,  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,  N.W.,  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.

                                       2
THE COMPANY

     The Company is a nationwide  property and casualty  insurance and financial
services holding company that operates through its wholly-owned  subsidiaries in
select  businesses in niche markets.  The three core operating lines of business
are  workers'  compensation  insurance  underwriting,  real estate  lending  and
commercial  finance  lending.  Additionally,  on a smaller scale, the Company is
involved in underwriting various other insurance products. From its inception in
1972 to the  present,  the  Company  has  conducted  its  business  as a  Nevada
corporation. The executive offices of the Company are located at Fremont General
Corporation,  2020 Santa Monica Boulevard,  Suite 600, Santa Monica,  California
90404, and its telephone number is (310) 315-5500.

                                PLAN PARTICIPANTS

     All  shares of  Common  Stock  awarded  to  individuals  under the Plan are
restricted  and may not be sold by Plan  Participants  until these  restrictions
lapse. Ten percent of each Plan Participant's shares are generally released from
the Company's  reacquisition  option on the first designated release date and on
each of the nine anniversaries thereafter,  provided that the Plan Participant's
status as an  employee or director  has not  terminated  and the Company has not
exercised its reacquisition option. Each Plan Participant will determine whether
to sell the shares of Common Stock which are released from restriction at his or
her own discretion. The Company may receive a portion of the proceeds from sales
made hereunder to cover state, federal, and FICA withholding tax requirements of
the Plan Participants.

     Except as otherwise set forth below,  none of the Plan  Participants  is an
executive  officer or director of the Company and none of the Plan  Participants
beneficially  own,  individually  or in  the  aggregate,  more  than  1% of  the
outstanding  shares of Common Stock of the  Company.  The  following  table sets
forth  certain  information  with respect to the Plan  Participants'  beneficial
ownership of the Company's  common stock as of November 7, 1996, and as adjusted
to reflect the sale of the Common  Stock by such Plan  Participants  pursuant to
this Prospectus, if such Common Stock were to be sold.

     Pursuant  to   Commission   rules,   the  Company  has  included  all  Plan
Participants  who  would  be  eligible  to  sell  their  securities  under  this
registration statement and all shares of Common Stock beneficially owned by such
Plan Participants,  whether or not they have a present intent to sell any or all
of such shares hereunder.

                                       3
Shares
                                                                           Awarded to
                                                                              Plan
                                                                          Participants
                                                                           that will be       Shares Beneficially
                                               Number of Shares             Available             Owned After
                                            Beneficially Owned as of      for Resale as   Offering (if all Registered
                                              November 7, 1996(1)(2)       Restrictions       shares are sold)(1)(2)
                                           ---------------------------    ------------    ---------------------------

                 Name                       Number           Percent          Lapse          Number         Percent
James A. McIntyre (3)...............           2,566,622           9.2         446,600      2,120,022           7.6
Wayne R. Bailey (4).................             416,375           1.5         206,400        209,975        *
Alan W. Faigin (5)..................              55,182        *               21,250         33,932        *
Houston I. Flournoy (6).............              41,890        *               26,000         15,890        *
C. Douglas Kranwinkle (7)...........              45,595        *               26,000         19,595        *
Raymond G. Meyers (8)...............             274,790        *              123,000        151,790        *
David W. Morrisroe (9)..............              44,945        *               26,000         18,945        *
Louis J. Rampino (10)...............             662,931           2.4         308,160        354,771           1.3
Dickinson C. Ross (11)..............              47,822        *               26,000         21,822        *
James E. Little (12)................             416,296           1.5         194,500        221,796        *
Other Plan Participants (each                  
    holding less than one
    percent) (13)...................           1,825,443           6.6         664,300      1,161,143           4.0
                                          --------------                     ---------      ---------                   
    TOTAL                                      6,397,891          22.2       2,068,210      4,329,681          15.0
*     Less than 1%.
(1)   All shares awarded under the Plan become  unrestricted and are released to
      Plan Participants over a ten year period. The information included in this
      chart  assumes  that (i) each  Plan  Participant  will  continue  to be an
      employee or director of the Company for the entire ten year period  during
      which the Company has a reacquisition option and (ii) he or she will elect
      to sell all shares received under the Plan.  These  assumptions  have been
      made under the rules of the  Commission  and do not reflect any  knowledge
      that the  Company  has with  respect  to the  present  intent  of the Plan
      Participants.
(2)   Based on 27,501,132  shares of Common Stock  outstanding as of November 7,
      1996.  Beneficial  ownership is determined in accordance with the rules of
      the Securities and Exchange Commission.  In computing the number of shares
      beneficially  owned  by a  person  and the  percentage  ownership  of that
      person, shares of Common Stock subject to options held by that person that
      are currently  exercisable  or will become  exercisable  within 60 days of
      November 7, 1996 are deemed outstanding.
(3)   Mr.  McIntyre  has  served as  Chairman  of the Board and Chief  Executive
      Officer of the Company for more than three years prior to the date of this
      Prospectus.  In addition,  Mr. McIntyre owns  beneficially  20,000 shares,
      less than 1%, of Fremont General Financing I (a wholly owned subsidiary of
      the Company) 9% Trust Originated  Preferred  Securities  (TOPrS)_ (service
      marks of Merrill Lynch & Company.) Such securities are non-voting.
(4)   Mr. Bailey is Executive  Vice  President,  Treasurer  and Chief  Financial
      Officer of the  Company  and has served as an  executive  officer for more
      than three years prior to the date of this  Prospectus,  and as a Director
      of the Company since 1996.
(5)   Mr.  Faigin has been  employed  by the  Company  for more than three years
      prior to the date of this  Prospectus,  and has  served as  Secretary  and
      General Counsel of the Company since 1996.
(6)   Dr.  Flournoy  has served as a Director of the Company for more than three
      years prior to the date of this Prospectus. In addition, Dr. Flournoy owns
      beneficially 175 shares,  less than 1%, of Fremont General  Financing I (a
      wholly  owned  subsidiary  of the Company) 9% Trust  Originated  Preferred
      Securities  (TOPrS)sm (service  marks of Merrill  Lynch &  Company.)  Such
      securities are non-voting.

                                       4
(7)   Mr.  Kranwinkle  has served as a Director  of the  Company  for more than
      three  years  prior to the date of this Prospectus.
(8)   Mr.  Meyers has been  employed  by the  Company  for more than three years
      prior  to the date of this  Prospectus,  and has  served  as  Senior  Vice
      President and Chief Administrative Officer of the Company since 1994.
(9)   Mr. Morrisroe has served as a Director of the Company for more than three
      years  prior to the date of this Prospectus.
(10)  Mr.  Rampino is President and Chief  Operating  Officer of the Company and
      has served as an executive  officer for more than three years prior to the
      date of this Prospectus, and as a Director of the Company since 1994.
(11)  Mr. Ross has served as a Director of the Company for more than three years
      prior to the date of this Prospectus.
(12)  Mr. Little  has served as  President  of Fremont Insurance  Group for more
      than three years prior to the date of this Prospectus.
(13)  The other Plan Participants,  each of whom beneficially owns less than one
      percent of the Company's issued and outstanding  Common Stock, and each of
      whom is an  employee of the Company or a wholly  owned  subsidiary  of the
      Company, are as follows: Charles F. Alcantar; Carol Atkinson;  Darrell, J.
      Baird; Victor D. Barwig; Salvatore C. Bianco; Pamela H. Blackmore;  Stella
      J. Bobak; Thomas Brady; Sarah R. Branigan ; Robert M. Brichacek;  David N.
      Brody;  Alan D.  Buckingham;  Robert Cano;  Joseph A. Cardenas;  Carlos E.
      Chang;  David R. Cochran;  Gwyneth E. Colburn;  Matthew J. Colgan;  Robert
      Connor;  Alana Cox; Kim Crist;  Linda S. Darga;  Donald M. Davis; Brian S.
      Davis;  Kenneth  F.  Demski;  Thomas  P.  Derenze;  Avo  Deukmejian;  John
      Donaldson;  Paul Dubois; Linda C. Dudash; Bruce English; Robert J. Esmail;
      Jonathan S. Fuhrman;  Linda I. Gaide;  Richard A. Gajda; David F. Gardner;
      Peter K. Geike;  Norton M. Geller;  K. D. Gena;  Craig A. Gilmour;  Robert
      Paul  Goldsworthy;  Michael W.  Goodin;  Robert J. Gore;  Robert A. Grana;
      William D.  Granato;  Troy A.  Grande;  Philip E.  Grassbaugh;  Raymond E.
      Green; Robin A. Gregory;  Ronald Groden; Steven C. Gross; Michele P. Gust;
      Michael Guyton; Neal E. Haberman; Bert D. Haboucha; Andrew D. Hall; Andrew
      P. Hanson; Gary C. Harrigian;  Jacqueline Hassett; Marilyn I. Hauge; David
      J. Helmes;  David D. Henderson;  Patricia A. Henry; Ronald F. Herzig; Sara
      A. Heza; William J. Hillstrom; Elizabeth Hilton; Elaine E. Himeno; Gilbert
      Carl Hubbell; Diana L. Jarrett; Mark A. Javurek; Brian D. Johnson; John B.
      Johnson;  Rodney M.  Johnston;  Paul E.  Jordan;  Philip  Jue;  Michael T.
      Justice;  Michael  S.  Karr;  John H. Kim;  Curtis A.  Kirkland;  David R.
      Klages; Bruce Krall; David M. Krebs; Henry Krizl; Gregory C. Lacker; Doris
      K. T. Lai; Patrick E. Lamb; Alan M. Lapidus;  Robin J. Lee; Michael Liddy;
      Perrin Y. Lim; Jeffrey B. Lizar; Michael A. Loehr; Mark A. Looft; Scott S.
      Manlin;  Randall  Mark;  Thomas M.  Masuguchi;  Nicole F.  Maury;  Noel P.
      Mayfield;  Kenneth M. McKinley; Diane Meyerson; Scott H. Mitchell; Cynthia
      Morrison;  Mahsha Motamedi;  Michael A. Mueller; Bernard I. J. Nadel; John
      P. Neher; Roger P. Newman; Bradley K. Nichols;  Carrie L. Nikols; Jerry F.
      Noles; Scott R. Noyce; Steven Ogus; William B. O'Hara;  Ranney P. Pageler;
      Steven K. Patton;  Douglas C. Payne;  James E. Perrotta;  Jay C. Peterson;
      John L.  Phelan;  Arthur C.  Placek;  Daniel G.  Platt;  Kathleen  Pogran;
      Anthony R. Pokorny;  Jay B. Provo;  Richard C. Pugh; Denise K. Richardson;
      Josephine Roberts;  Wayne Rog; John F. Roughan; Eva M. Satori;  Barbara J.
      Scanlan;  Nancy  M.  Schnurstein;  Debbie  Sammons  Semnanian;  Thomas  M.
      Shimada;  Carolyn Y. Shimono; Louis A. Silver; Allyson B. Simpson;  Gerald
      N. Slentz; Geoffry A. Smith; Barbara J. Sprague;  Thomas M. Stanley; Carol
      A.  Steffen;  Susan H.  Stephens;  William H.  Steurer;  Michael T. Stock;
      Leonard Stowe; Laura M. Strange; B. Morgyn Taylor; Gary P. Taylor;  Robert
      N. Tenney;  Nick  Terbovic;  William E. Timothy;  Will M. Verigin;  Sandra
      Walder; Kyle R. Walker;  John P. Walsh; Del A. Walter;  Ronald R. Warwick;
      Suzanne  T.  Watanabe;  Leroy J.  Wendt;  Signe N.  Wetteland;  Thomas  C.
      Whitesell;  Mary E. Wilkman; John W. Willis; Michael W. Wingard; Emmett M.
      Witt; Jill A. K. Yamashiro;  Jeffrey Zangrilli; John Ziniewicz; and Murray
      L. Zoota.

                                       5
PLAN OF DISTRIBUTION

     All shares of Common Stock  awarded under the Plan are  restricted  and may
not be sold by Plan Participants until these restrictions  lapse. Ten percent of
each  Plan  Participant's  shares  are  generally  released  from the  Company's
reacquisition  option on the first  designated  release  date and on each of the
nine anniversaries thereafter, provided that the Plan Participant's status as an
employee or director has not  terminated  and the Company has not  exercised its
reacquisition  option with  respect to the restricted shares.  All of the shares
issued  under the Plan are held in escrow by the Company for the account of each
Plan  Participant  pending  the  release  of  the  restrictions   thereon.  This
Registration  Statement is being filed to enable the Plan Participants,  if they
so elect, to sell their unrestricted shares of Common Stock in the public market
from time to time.  All shares awarded to Plan  Participants  have been included
even though only one-tenth  (1/10) of the shares will become  available for sale
each year.

     It is anticipated  that Plan  Participants who do elect to sell shares will
do so in one or more of the following  ways:  (i) on the New York Stock Exchange
at the  prevailing  prices  on the  date of sale  or  (ii) to the  Company,  the
Company's  Employee  Stock  Ownership  Plan, or the Company's  Grantor Trust (an
Employee Benefits Trust) at the prevailing prices on the New York Stock Exchange
on the date of sale. The Plan  Participants may also make private sales directly
or through a broker or brokers,  who may act as agent or as principal.  Further,
the Plan  Participants may choose to dispose of the shares  registered hereby by
gift to a third  party or as a  donation  to a  charitable  or other  non-profit
entity.  In connection  with any sales,  the Plan  Participants  and any brokers
participating in such sales may be deemed to be underwriters  within the meaning
of the  Securities  Act. The Company may receive a portion of the proceeds  from
sales  made  hereunder  to  cover  state,   federal  and  FICA  withholding  tax
requirements of the Plan Participants.

     Any  broker-dealer  participating in such transactions as agent may receive
commissions  from the Plan  Participants  (and, if such broker acts as agent for
the  purchaser  of such  shares,  from  such  purchaser).  Usual  and  customary
brokerage fees will be paid by the Plan  Participants.  Broker-dealers may agree
with the Plan  Participants to sell a specified number of shares at a stipulated
price per share,  and,  to the extent  such a  broker-dealer  is unable to do so
acting as agent for the Plan  Participants,  to purchase as principal any unsold
shares at the price required to fulfill the broker-dealer commitment to the Plan
Participants.  Broker-dealers  who acquire  shares as principal  may  thereafter
resell such shares from time to time in  transactions  (which may involve  block
transactions  and which may involve sales to and through  other  broker-dealers,
including  transactions  of the  nature  described  above) on the New York Stock
Exchange, in negotiated transactions or otherwise at market prices prevailing at
the time of sale or at negotiated  prices,  and in connection  with such resales
may pay to or receive from the purchasers of such shares commissions computed as
described above.

     The Company has advised the Plan  Participants  that the  anti-manipulation
rules,  Rules  10b-6 and 10b-7 under the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act"), may apply to sales in the market.  The Company has
also informed the Plan  Participants of the possible need for delivery of copies
of this Prospectus.  The Plan Participants may indemnify any broker-dealer  that
participates  in  transactions  involving the sale of the shares against certain
liabilities,  including  liabilities  arising  under  the  Securities  Act.  Any
commissions   paid  or  any  discounts  or  concessions   allowed  to  any  such
broker-dealers,  and, if any such  broker-dealers  purchase shares as principal,
any  profits  received  on the  resale  of  such  shares,  may be  deemed  to be
underwriting discounts and commissions under the Securities Act.

     Upon  the  Company's  being  notified  by the  Plan  Participants  that any
material  arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, a supplemental prospectus will be filed under Rule
424(c) under the  Securities  Act,  setting forth the name of the  participating
broker-dealer(s),  the number of shares involved, the price at which such shares
were  sold by the  Plan  Participants,  the  commissions  paid or  discounts  or
concessions allowed by the Plan Participants to such broker-dealer(s), and where
applicable,  that such  broker-dealer(s)  did not conduct any  investigation  to
verify the information set out in this Prospectus.

                                       6
Any securities  covered by this Prospectus  which qualify for sale pursuant
to Rule 144 under the  Securities  Act may be sold under that Rule  rather  than
pursuant to this  Prospectus,  provided that such  securities  are available for
resale under the Plan.  In general,  under Rule 144 as  currently  in effect,  a
person (or persons whose shares are aggregated), including any person who may be
deemed to be an "affiliate" of the Company, is entitled to sell within any three
month period  "restricted  shares" (as that term is defined in Rule 144, not the
Plan)  beneficially  owned by him or her in an amount  that does not  exceed the
greater  of (i) 1% of the then  outstanding  shares of Common  Stock or (ii) the
average weekly trading volume in shares of Common Stock during the four calendar
weeks  preceding such sale,  provided that at least two years have elapsed since
such shares were acquired from the Company or an affiliate of the Company. Sales
are also subject to certain  requirements  as to the manner of sale,  notice and
availability of current public  information  regarding the Company.  However,  a
person who has not been an  "affiliate"  of the Company at any time within three
months prior to the sale is entitled to sell his or her shares without regard to
the volume limitations or other requirements of Rule 144, provided that at least
three years have elapsed  since such shares were acquired from the Company or an
affiliate of the Company.

                      INFORMATION INCORPORATED BY REFERENCE

         There are hereby  incorporated  by  reference  in this  Prospectus  the
following documents and information heretofore filed with the Commission:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as filed with the Commission on April 1, 1996.

         (2) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1996, as filed with the Commission on May 15, 1996.

         (3) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 1996, as filed with the Commission on August 14, 1996.

         (4) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 1996, as filed with the Commission on November 14, 1996.

         (5) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement on Form 8-A filed March 17, 1993  pursuant to
Section 12(b) of the Exchange Act.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment  which  indicates that all securities  registered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be  incorporated by reference in this Prospectus and to be part hereof
from the date of filing of such documents.

                                       7
FREMONT GENERAL CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8/S-3

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby  incorporated  by  reference  in this  Prospectus  the
following documents and information heretofore filed with the Commission:

     (1) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1995, as filed with the Commission on April 1, 1996.

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996, as filed with the Commission on May 15, 1996.

     (3) The Company's  Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, as filed with the Commission on August 14, 1996.

     (4) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
September 30, 1996, as filed with the Commission on November 14, 1996.

     (5)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement on Form 8-A filed March 17, 1993  pursuant to
Section 12(b) of the Exchange Act.

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

     The Company's  Restated  Certificate of  Incorporation  limits the monetary
liability of its directors to the Company or its stockholders for breach of such
directors'  fiduciary  duty to the fullest  extent  permitted  by the law of the
State of Nevada ("Nevada Law"), as it is amended from time to time.

     Under the Company's Bylaws, the Company is required,  to the maximum extent
and in the manner  permitted by Nevada law, to indemnify  each of its  directors
and officers against expenses,  judgments, fines, settlements, and other amounts
actually and reasonably  incurred in connection with any proceeding,  arising by
reason of the fact that such person is or was an agent of the  corporation.  For
the purposes of the Bylaws,  a "director"  or "officer" of the Company  includes
any person (i) who is or was a director or officer of the  Company,  (ii) who is
or was serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was a director or
officer of a corporation  which was a predecessor  corporation of the Company or
of another enterprise at the request of such predecessor corporation.

     The Company is also required to pay all expenses  incurred in defending any
civil or criminal  action or proceeding  for which  indemnification  is required
under  the  Bylaws  in  advance  of the  final  disposition  of such  action  or
proceeding  upon receipt of an  undertaking  by or on behalf of the  indemnified
party  to repay  such  amount  if it shall  ultimately  be  determined  that the
indemnified party is not entitled to be indemnified as authorized in the Bylaws.

     The Bylaws  further  provide that the  corporation  shall have the power to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the Company against any liability  asserted against or incurred by
such person in such  capacity or arising  out of such  person's  status as such,
whether or not the Company would have the power to indemnify such person against
such liability under the provisions of the Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     In Release No. 33-6188 (the "1980  Release"),  the staff of the Division of
Corporate  Finance of the  Commission  (the "Staff") has taken the position that
where no offer or sale is  involved,  the  distribution  or actual  delivery  of
employer stock by a plan to individual  plan  participants  is not an event that
requires registration.  In the 1980 Release, the Staff also concluded that stock
awarded under "stock bonus plans," which grant employer stock to employees at no
direct cost to them,  generally  need not be  registered.  In the opinion of the
Staff, such registration is not necessary because employees have not contributed
cash or any other  direct  consideration  to such  plans in return for the stock
awarded to them, and thus no "sale" has taken place.

     The Plan Participants  acquired all of the shares registered hereby through
awards  granted  by the  Company  under the Plan.  Under the Plan,  participants
receive  stock  awards upon  selection  by the plan  administrator,  without any
contribution of cash or other direct consideration. For this reason, the Company
believes that the  distribution of stock to its employees under the Plan did not
involve a "sale," and thus did not constitute a registrable event.

ITEM 8.  EXHIBITS.
Exhibit Number                                Description
     --------------              ---------------------------------------------
4.1        1995 Restricted Stock Award Plan, as amended and forms of agreement thereunder.

          4.2        Portions of Restated Articles of Incorporation of the Company defining the Rights of Common
                     Stock Holders (Filed as Exhibit No. 3.1 to  Registration  Statement on Form S-3, Commission
                     File   Number 33-64771, which was declared effective on March 1, 1996, and  incorporated
                     herein by reference.)

          4.3        Portions of Amended and Restated Bylaws of the Company  defining  the Rights of Common Stock
                     Holders  (Filed  as  exhibit  3.3 to Report on Form 10-K,  for the  Fiscal  Year Ended
                     December 31, 1995,  Commission  File Number 1-8007, and incorporated herein by reference.)

          5.1        Opinion of Counsel as to legality of shares.
                    
         23.1        Independent Auditors' Consent. 
                    
         24.1        Power of Attorney (see page II-4 of this Registration Statement).
II-2
ITEM 9.  UNDERTAKINGS.

         A.       The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. The Company hereby  undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company  pursuant to law, the  Company's  Certificate  of  Incorporation,
Bylaws or indemnification  agreements,  the Company has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the  Company in a  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  of whether  such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                      II-3
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/S-3 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 9th day of
December, 1996.

                                           FREMONT GENERAL CORPORATION

                                           By:  /s/ LOUIS J. RAMPINO
                                                ----------------------
                                                Louis J. Rampino,
                                                President

                                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,  and each of them,  as his or her  attorney-in-fact,  with full
power of  substitution in each, for him or her in any and all capacities to sign
any amendments to this Registration  Statement on Form S-8/S-3,  and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact,  or his substitutes, may do or cause to be done by virtue
hereof.

                                      II-4
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
SIGNATURE                         TITLE                                       DATE
-------------------------   ------------------------------------                ----------------
/s/ JAMES A. McINTYRE        Chairman of the Board and                          December 9, 1996 
-------------------------       Chief Executive Officer
    James A. McIntyre           (Principal Executive Officer)

/s/ LOUIS J. RAMPINO         President, Chief Operating                         December 9, 1996
-------------------------        Officer and Director
    Louis J. Rampino

/s/ WAYNE R. BAILEY          Executive Vice President,                          December 9, 1996
-------------------------       Treasurer, Chief Financial
Wayne R. Bailey                 Officer (Principal Financial  
                                Officer) and Director

/s/ JOHN A. DONALDSON        Controller and Chief Accounting Officer            December 9, 1996
-------------------------       (Principal Accounting Officer)
    John A. Donaldson

/s/ HOUSTON I. FLOURNOY      Director                                           December 9, 1996
-------------------------              
    Houston I. Flournoy

/s/ C. DOUGLAS KRANWINKLE    Director                                           December 9, 1996
-------------------------
C. Douglas Kranwinkle

/s/ DAVID W. MORRISROE       Director                                           December 9, 1996
-------------------------
    David W. Morrisroe

/s/ DICKINSON C. ROSS        Director                                           December 9, 1996
-------------------------
    Dickinson C. Ross
II-5
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                     Registration Statement on Form S-8/S-3

                           FREMONT GENERAL CORPORATION
INDEX TO EXHIBITS
Exhibit                                                                                                 Sequentially
Number                                             Description                                          Numbered Page
-----------     -----------------------------------------------------------------------------------     -------------
4.1     1995 Restricted Stock Award Plan, as amended, and forms of agreement thereunder ...

        4.2     Portions of Restated Articles of Incorporation of the Company defining the Rights
                of Common Stock Holders (Filed as Exhibit No. 3.1 to Registration Statement on
                Form S-3, Commission File Number 33-64771, which was declared effective on March
                1, 1996, and incorporated herein by reference.) ...................................

        4.3     Portions of Amended and Restated By-Laws of the Company defining the Rights of
                Common Stock Holders (Filed as exhibit 3.3 to Report on Form 10-K, for the Fiscal
                Year Ended December 31, 1995, Commission File Number 1-8007, and incorporated
                herein by reference.) .............................................................

        5.1     Opinion of Counsel as to legality of shares .......................................

       23.1     Independent Auditors' Consent .....................................................

       24.1     Power of Attorney (see page II-4 of this Registration Statement) ..................