As filed with the Securities and Exchange Commission on October 12, 2005
                                                     Registration No.
-------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


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

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

                          2425 OLYMPIC BLVD., 3RD FLOOR
                         SANTA MONICA, CALIFORNIA 90404

    (Address, including zip code of Registrant's principal executive offices)


                           FREMONT GENERAL CORPORATION
                                 1997 STOCK PLAN
                            (Full title of the plan)


                                 ALAN W. FAIGIN
                          SECRETARY AND GENERAL COUNSEL
                           FREMONT GENERAL CORPORATION
                          2425 OLYMPIC BLVD., 3RD FLOOR
                         SANTA MONICA, CALIFORNIA 90404
                                 (310) 315-5500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

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

<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
========================================================================================================
  TITLE OF SECURITIES             AMOUNT             PROPOSED              PROPOSED           AMOUNT OF
    TO BE REGISTERED              TO BE               MAXIMUM              MAXIMUM          REGISTRATION
                               REGISTERED            OFFERING             AGGREGATE              FEE
                                                       PRICE               OFFERING
                                                     PER SHARE              PRICE
-----------------------     ------------------     ------------      --------------------   ------------
<S>                         <C>                    <C>               <C>                  <C>
Common Stock
  $1.00 par value .....     949,821 shares (1)     $ 20.59  (2)      $ 19,556,814.39  (2)   $   2,301.84
========================================================================================================
<FN>

(1)  This Registration Statement covers, in addition to the number of shares of
     Fremont General Corporation (the "Company" or the "Registrant"), common
     stock, par value $1.00 per share (the "Common Stock"), stated above,
     options and other rights to purchase or acquire the shares of Common Stock
     covered by this Registration Statement and, pursuant to Rule 416(c) under
     the Securities Act of 1933, as amended (the "Securities Act"), an
     additional indeterminate number of shares, options and rights that may be
     offered or issued pursuant to the Fremont General Corporation 1997 Stock
     Plan, as amended (the "Plan"), as a result of one or more adjustments under
     the Plan to prevent dilution resulting from one or more stock splits, stock
     dividends or similar transactions. The number of shares of Common Stock
     covered by this Registration Statement represents additional shares that
     have been added to the shares available for issuance under the Plan, in
     accordance with its automatic annual share replenishment provision.

(2)  Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
     amended, solely for the purpose of computing the amount of the registration
     fee based on the average of the high and low prices of the Common Stock as
     reported on the New York Stock Exchange consolidated reporting system on
     October 11, 2005.
</FN>
</TABLE>

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

<PAGE>


                                EXPLANATORY NOTE

     This Registration Statement is filed by the Company to register additional
securities issuable pursuant to the Plan and consists of only those items
required by General Instruction E to Form S-8.

PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission"), either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.


PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     Fremont General Corporation (the "Registrant") has filed with the
Commission the following registration statements with respect to the Plan, the
contents of which are incorporated herein by reference:

     1.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on October 17, 1997 (Registration No. 333-38141).

     2.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on July 29, 1998 (Registration No. 333-60109).

     3.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on September 24, 1999 (Registration No. 333-87777).

     4.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on July 7, 2000 (Registration No. 333-40978).

     5.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on August 17, 2001 (Registration No. 333-67788).

     6.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on August 21, 2002 (Registration No. 333-98491).

     7.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on November 4, 2003 (Registration No. 333-110217).


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


                                      -2-

<PAGE>


ITEM 8.    EXHIBITS.


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

          4.1  Fremont General Corporation 1997 Stock Plan. (Incorporated by
               reference to Exhibit 10.10 of the Registrant's Quarterly Report
               on Form 10-Q for the fiscal quarter ended June 30, 1997.)

          4.2  Amendment to the Fremont General Corporation 1997 Stock Plan
               (Incorporated by reference to Exhibit 10.8(b) of the Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2004.)

          5.1  Opinion of O'Melveny & Myers LLP with respect to the securities
               being registered.

         23.1  Consent of Independent Registered Public Accounting Firm.

         23.2  Consent of Counsel (contained in Exhibit 5.1)

         24.1  Power of Attorney (see page 4).


                                      -3-


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Monica, State of California, on this 12th day
of October 2005.

                                       FREMONT GENERAL CORPORATION

                                       By:    /S/ LOUIS J. RAMPINO
                                       -----------------------------------------
                                       Name:  Louis J. Rampino
                                       Title: President and Chief Executive
                                              Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. McIntyre, Louis J. Rampino and
Wayne R. Bailey, jointly and severally, as his or her attorney-in-fact and
agent, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute, may
lawfully do or cause to be done by virtue hereof.

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


      SIGNATURES                       TITLE                          DATE


/S/  JAMES A. MCINTYRE        Chairman of the Board             October 12, 2005
------------------------
James A. McIntyre



/S/  LOUIS J. RAMPINO         President, Chief Executive        October 12, 2005
-------------------------     Officer and Director
Louis J. Rampino              (Principal Executive Officer)


/S/  WAYNE R. BAILEY          Executive Vice President and      October 12, 2005
-------------------------     Chief Operating Officer and
Wayne R. Bailey               Director


/S/  PATRICK E. LAMB          Senior Vice President.            October 12, 2005
-------------------------     Treasurer and Chief Financial
Patrick E. Lamb               Officer (Principal Accounting
                              Officer)


                                      -4-


<PAGE>


/S/  THOMAS W. HAYES          Director                          October 12, 2005
-------------------------
Thomas W. Hayes


/S/  ROBERT R. LEWIS          Director                          October 12, 2005
-------------------------
Robert F. Lewis

/S/  RUSSELL K. MAYERFELD     Director                          October 12, 2005
-------------------------
Russell K. Mayerfeld


/S   DICKINSON C. ROSS        Director                          October 12, 2005
-------------------------
Dickinson C. Ross


                                      -5-


<PAGE>


                                INDEX TO EXHIBITS

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


          4.1  Fremont General Corporation 1997 Stock Plan. (Incorporated by
               reference to Exhibit 10.10 of the Registrant's Quarterly Report
               on Form 10-Q for the fiscal quarter ended June 30, 1997.)

          4.2  Amendment to the Fremont General Corporation 1997 Stock Plan
               (Incorporated by reference to Exhibit 10.8(b) of the Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2004.)

          5.1  Opinion of O'Melveny & Myers LLP with respect to the securities
               being registered.

         23.1  Consent of Independent Registered Public Accounting Firm.

         23.2  Consent of Counsel (contained in Exhibit 5.1)

         24.1  Power of Attorney (see page 4).
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{"company-data": {"conformed-name": "FREMONT GENERAL CORP", "cik": "0000038984", "assigned-sic": "6022", "irs-number": "952815260", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-128955", "film-number": "051134695"}, "business-address": {"street1": "2425 OLYMPIC BOULEVARD", "street2": "3RD FLOOR", "city": "SANTA MONICA", "state": "CA", "zip": "90404", "phone": "3103155500"}, "mail-address": {"street1": "2425 OLYMPIC BOULEVARD", "street2": "3RD FLOOR", "city": "SANTA MONICA", "state": "CA", "zip": "90404"}}
As filed with the Securities and Exchange Commission on October 12, 2005
                                                     Registration No.
-------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

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

                          2425 OLYMPIC BLVD., 3RD FLOOR
                         SANTA MONICA, CALIFORNIA 90404

    (Address, including zip code of Registrant's principal executive offices)

                           FREMONT GENERAL CORPORATION
                                 1997 STOCK PLAN
                            (Full title of the plan)

                                 ALAN W. FAIGIN
                          SECRETARY AND GENERAL COUNSEL
                           FREMONT GENERAL CORPORATION
                          2425 OLYMPIC BLVD., 3RD FLOOR
                         SANTA MONICA, CALIFORNIA 90404
                                 (310) 315-5500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                            RICHARD A. BOEHMER, ESQ.
                              O'MELVENY & Myers LLP
                              400 SOUTH HOPE STREET
                          LOS ANGELES, CALIFORNIA 90071
                                 (213) 430-6643
CALCULATION OF REGISTRATION FEE
========================================================================================================
  TITLE OF SECURITIES             AMOUNT             PROPOSED              PROPOSED           AMOUNT OF
    TO BE REGISTERED              TO BE               MAXIMUM              MAXIMUM          REGISTRATION
                               REGISTERED            OFFERING             AGGREGATE              FEE
                                                       PRICE               OFFERING
                                                     PER SHARE              PRICE
-----------------------     ------------------     ------------      --------------------   ------------
Common Stock
  $1.00 par value .....     949,821 shares (1)     $ 20.59  (2)      $ 19,556,814.39  (2)   $   2,301.84
========================================================================================================
(1)  This Registration Statement covers, in addition to the number of shares of
     Fremont General Corporation (the "Company" or the "Registrant"), common
     stock, par value $1.00 per share (the "Common Stock"), stated above,
     options and other rights to purchase or acquire the shares of Common Stock
     covered by this Registration Statement and, pursuant to Rule 416(c) under
     the Securities Act of 1933, as amended (the "Securities Act"), an
     additional indeterminate number of shares, options and rights that may be
     offered or issued pursuant to the Fremont General Corporation 1997 Stock
     Plan, as amended (the "Plan"), as a result of one or more adjustments under
     the Plan to prevent dilution resulting from one or more stock splits, stock
     dividends or similar transactions. The number of shares of Common Stock
     covered by this Registration Statement represents additional shares that
     have been added to the shares available for issuance under the Plan, in
     accordance with its automatic annual share replenishment provision.

(2)  Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
     amended, solely for the purpose of computing the amount of the registration
     fee based on the average of the high and low prices of the Common Stock as
     reported on the New York Stock Exchange consolidated reporting system on
     October 11, 2005.
--------------------------------------------------------------------------------
EXPLANATORY NOTE

     This Registration Statement is filed by the Company to register additional
securities issuable pursuant to the Plan and consists of only those items
required by General Instruction E to Form S-8.

PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission"), either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     Fremont General Corporation (the "Registrant") has filed with the
Commission the following registration statements with respect to the Plan, the
contents of which are incorporated herein by reference:

     1.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on October 17, 1997 (Registration No. 333-38141).

     2.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on July 29, 1998 (Registration No. 333-60109).

     3.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on September 24, 1999 (Registration No. 333-87777).

     4.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on July 7, 2000 (Registration No. 333-40978).

     5.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on August 17, 2001 (Registration No. 333-67788).

     6.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on August 21, 2002 (Registration No. 333-98491).

     7.   The Registrant's Registration Statement on Form S-8 filed with the
          Commission on November 4, 2003 (Registration No. 333-110217).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                      -2-
ITEM 8.    EXHIBITS.

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

          4.1  Fremont General Corporation 1997 Stock Plan. (Incorporated by
               reference to Exhibit 10.10 of the Registrant's Quarterly Report
               on Form 10-Q for the fiscal quarter ended June 30, 1997.)

          4.2  Amendment to the Fremont General Corporation 1997 Stock Plan
               (Incorporated by reference to Exhibit 10.8(b) of the Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2004.)

          5.1  Opinion of O'Melveny & Myers LLP with respect to the securities
               being registered.

         23.1  Consent of Independent Registered Public Accounting Firm.

         23.2  Consent of Counsel (contained in Exhibit 5.1)

         24.1  Power of Attorney (see page 4).

                                      -3-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Monica, State of California, on this 12th day
of October 2005.

                                       FREMONT GENERAL CORPORATION

                                       By:    /S/ LOUIS J. RAMPINO
                                       -----------------------------------------
                                       Name:  Louis J. Rampino
                                       Title: President and Chief Executive
                                              Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. McIntyre, Louis J. Rampino and
Wayne R. Bailey, jointly and severally, as his or her attorney-in-fact and
agent, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute, may
lawfully do or cause to be done by virtue hereof.

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

      SIGNATURES                       TITLE                          DATE

/S/  JAMES A. MCINTYRE        Chairman of the Board             October 12, 2005
------------------------
James A. McIntyre

/S/  LOUIS J. RAMPINO         President, Chief Executive        October 12, 2005
-------------------------     Officer and Director
Louis J. Rampino              (Principal Executive Officer)

/S/  WAYNE R. BAILEY          Executive Vice President and      October 12, 2005
-------------------------     Chief Operating Officer and
Wayne R. Bailey               Director

/S/  PATRICK E. LAMB          Senior Vice President.            October 12, 2005
-------------------------     Treasurer and Chief Financial
Patrick E. Lamb               Officer (Principal Accounting
                              Officer)

                                      -4-
/S/  THOMAS W. HAYES          Director                          October 12, 2005
-------------------------
Thomas W. Hayes

/S/  ROBERT R. LEWIS          Director                          October 12, 2005
-------------------------
Robert F. Lewis

/S/  RUSSELL K. MAYERFELD     Director                          October 12, 2005
-------------------------
Russell K. Mayerfeld

/S   DICKINSON C. ROSS        Director                          October 12, 2005
-------------------------
Dickinson C. Ross

                                      -5-
INDEX TO EXHIBITS

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

          4.1  Fremont General Corporation 1997 Stock Plan. (Incorporated by
               reference to Exhibit 10.10 of the Registrant's Quarterly Report
               on Form 10-Q for the fiscal quarter ended June 30, 1997.)

          4.2  Amendment to the Fremont General Corporation 1997 Stock Plan
               (Incorporated by reference to Exhibit 10.8(b) of the Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2004.)

          5.1  Opinion of O'Melveny & Myers LLP with respect to the securities
               being registered.

         23.1  Consent of Independent Registered Public Accounting Firm.

         23.2  Consent of Counsel (contained in Exhibit 5.1)

         24.1  Power of Attorney (see page 4).