<PAGE>

           As filed with the Securities and Exchange Commission on April 9, 2001
                                                 Registration No. 333-
================================================================================

                       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 No.)

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

                           FREMONT GENERAL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT 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
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (310) 315-5500

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

                                   Copies to:

                            Richard A. Boehmer, Esq.
                             O'Melveny & Myers, LLP
                              400 South Hope Street
                          Los Angeles, California 90071
                                 (213) 430-6000
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------

                                                         Maximum       Maximum
Title of                            Amount               offering      aggregate         Amount of
securities                          to be                price         offering          registration
to be registered                    registered           per unit      price             fee
-------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>           <C>               <C>
Common Stock, $1.00 par value     3,000,000 shares(1)    $3.355 (2)    $10,065,000 (2)    $2,516.25 (2)

-------------------------------------------------------------------------------------------------------
<FN>
(1) This  Registration  Statement covers, in addition to the number of shares of
Common Stock stated above,  and pursuant to Rule 416(c) under the Securities Act
of 1933, as amended (the  "Securities  Act"),  an  indeterminate  number of plan
interests  to be offered or sold  pursuant  to the Fremont  General  Corporation
Supplemental  Executive Retirement Plan (the "Plan") by reason of certain events
specified in the Plan.

(2) Pursuant to Rule 457(h) of the Securities  Act, the maximum  offering price,
per share and in the aggregate,  and the  registration fee were calculated based
upon the  average of the high and low  prices of the Common  Stock on April 3,
2001 as reported on the New York Stock Exchange.
</FN>
</TABLE>

The Exhibit Index for this Registration Statement is at page 8.

                                       1


<PAGE>


                                     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.

                                       2


<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents of Fremont General  Corporation (the "Registrant")
filed with the Commission are incorporated herein by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2000;

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


All reports and definitive proxy or information statements filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

     The Opinion of Counsel as to the legality of the securities being
registered hereby has been rendered by counsel who is a full time employee of
the Registrant.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's Restated Certificate of Incorporation limits the monetary
liability of its directors to the Registrant or its stockholders for breach of
such directors' fiduciary duty to the

                                       3

<PAGE>


fullest extent permitted by the law of the State of Nevada ("Nevada Law"), as it
is amended from time to time.

     Under the Registrant's Bylaws, the Registrant 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 Registrant includes any person (i) who is or was a director or officer of
the Registrant, (ii) who is or was serving at the request of the Registrant 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 Registrant or of another enterprise at the
request of such predecessor corporation.

     The Registrant 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 Registrant shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director or
officer of the Registrant 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 Registrant would have the power to indemnify such person
against such liability under the provisions of the Bylaws.


ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.


ITEM 8.        EXHIBITS

     See the attached Exhibit Index at page 8.


ITEM 9.        UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-

                                       4

<PAGE>


               effective amendment thereof) which, individually or in the
               aggregate, represent a fundamental change in the information set
               forth in the Registration Statement; and

                    (iii) 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;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d)of the Exchange Act that
     are incorporated by reference 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; and

          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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the Plan's 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
registrant pursuant to the provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the 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 registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the 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 registrant 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 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.

                                       5

<PAGE>


                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act, 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 9th day of
April, 2001.

                                     FREMONT GENERAL CORPORATION



                                     By:  /s/ LOUIS J. RAMPINO
                                          --------------------
                                          Louis J. Rampino
                                          President and Chief Operating Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints James A.
McIntyre, Louis J. Rampino and Wayne R. Bailey, or any one of them individually,
as his true and lawful attorney-in-fact and agent, with full powers 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 all
exhibits thereto, and any other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, or any one of them
individually, 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 one of them
individually, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

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



/s/ JAMES A. MCINTYRE       Chairman of the Board                  April 9, 2001
---------------------       of Directors and Chief Executive
James A. McIntyre           Officer (Principal Executive Officer)


/s/ LOUIS J. RAMPINO        President, Chief Operating             April 9, 2001
--------------------        Officer and Director
Louis J. Rampino


                                       6
<PAGE>







/s/ WAYNE R. BAILEY         Executive Vice President,              April 9, 2001
-------------------         Treasurer, Chief Financial Officer
Wayne R. Bailey             and Director (Principal Financial
                            Officer)


/s/ PATRICK E. LAMB         Vice President, Finance                April 9, 2001
-------------------         (Principal Accounting Officer)
Patrick E. Lamb



                            Director
-------------------
Thomas W. Hayes



/s/ DAVID W. MORRISROE      Director                               April 9, 2001
----------------------
David W. Morrisroe



/s/ DICKINSON C. ROSS       Director                               April 9, 2001
---------------------
Dickinson C. Ross


     THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee has 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 the 9th day of April, 2001.


                                     FREMONT GENERAL CORPORATION
                                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Date: April 9, 2001                  /s/    LOUIS J. RAMPINO
                                     --------------------------------------
                                     By:    Louis J. Rampino
                                     Title: On behalf of the Administrative
                                            Committee of the Fremont General
                                            Corporation Supplemental Executive
                                            Retirement Plan


                                       7


<PAGE>


EXHIBIT INDEX

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

4.1         Fremont General Corporation Supplemental Executive Retirement Plan.

4.2         Fremont General Corporation Deferred Compensation Trust.

5           Opinion of Counsel (regarding the legality of the securities
            being registered).

23.1        Consent of Independent Auditors.

23.2        Consent of Counsel (included in Exhibit 5).

24          Power of Attorney (included in this Registration Statement at
            page 6).

                                       8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18414}]
{"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": "333-58560", "film-number": "1598424"}, "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 April 9, 2001
                                                 Registration No. 333-
================================================================================

                       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 No.)

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

                           FREMONT GENERAL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT 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
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (310) 315-5500

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

                                   Copies to:

                            Richard A. Boehmer, Esq.
                             O'Melveny & Myers, LLP
                              400 South Hope Street
                          Los Angeles, California 90071
                                 (213) 430-6000
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------

                                                         Maximum       Maximum
Title of                            Amount               offering      aggregate         Amount of
securities                          to be                price         offering          registration
to be registered                    registered           per unit      price             fee
-------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value     3,000,000 shares(1)    $3.355 (2)    $10,065,000 (2)    $2,516.25 (2)

-------------------------------------------------------------------------------------------------------
(1) This  Registration  Statement covers, in addition to the number of shares of
Common Stock stated above,  and pursuant to Rule 416(c) under the Securities Act
of 1933, as amended (the  "Securities  Act"),  an  indeterminate  number of plan
interests  to be offered or sold  pursuant  to the Fremont  General  Corporation
Supplemental  Executive Retirement Plan (the "Plan") by reason of certain events
specified in the Plan.

(2) Pursuant to Rule 457(h) of the Securities  Act, the maximum  offering price,
per share and in the aggregate,  and the  registration fee were calculated based
upon the  average of the high and low  prices of the Common  Stock on April 3,
2001 as reported on the New York Stock Exchange.
The Exhibit Index for this Registration Statement is at page 8.

                                       1
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.

                                       2
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents of Fremont General  Corporation (the "Registrant")
filed with the Commission are incorporated herein by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2000;

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

All reports and definitive proxy or information statements filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

     The Opinion of Counsel as to the legality of the securities being
registered hereby has been rendered by counsel who is a full time employee of
the Registrant.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's Restated Certificate of Incorporation limits the monetary
liability of its directors to the Registrant or its stockholders for breach of
such directors' fiduciary duty to the

                                       3
fullest extent permitted by the law of the State of Nevada ("Nevada Law"), as it
is amended from time to time.

     Under the Registrant's Bylaws, the Registrant 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 Registrant includes any person (i) who is or was a director or officer of
the Registrant, (ii) who is or was serving at the request of the Registrant 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 Registrant or of another enterprise at the
request of such predecessor corporation.

     The Registrant 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 Registrant shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director or
officer of the Registrant 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 Registrant would have the power to indemnify such person
against such liability under the provisions of the Bylaws.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.        EXHIBITS

     See the attached Exhibit Index at page 8.

ITEM 9.        UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-

                                       4
effective amendment thereof) which, individually or in the
               aggregate, represent a fundamental change in the information set
               forth in the Registration Statement; and

                    (iii) 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;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d)of the Exchange Act that
     are incorporated by reference 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; and

          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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the Plan's 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
registrant pursuant to the provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the 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 registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the 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 registrant 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 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.

                                       5
SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act, 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 9th day of
April, 2001.

                                     FREMONT GENERAL CORPORATION

                                     By:  /s/ LOUIS J. RAMPINO
                                          --------------------
                                          Louis J. Rampino
                                          President and Chief Operating Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints James A.
McIntyre, Louis J. Rampino and Wayne R. Bailey, or any one of them individually,
as his true and lawful attorney-in-fact and agent, with full powers 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 all
exhibits thereto, and any other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, or any one of them
individually, 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 one of them
individually, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

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

/s/ JAMES A. MCINTYRE       Chairman of the Board                  April 9, 2001
---------------------       of Directors and Chief Executive
James A. McIntyre           Officer (Principal Executive Officer)

/s/ LOUIS J. RAMPINO        President, Chief Operating             April 9, 2001
--------------------        Officer and Director
Louis J. Rampino

                                       6
/s/ WAYNE R. BAILEY         Executive Vice President,              April 9, 2001
-------------------         Treasurer, Chief Financial Officer
Wayne R. Bailey             and Director (Principal Financial
                            Officer)

/s/ PATRICK E. LAMB         Vice President, Finance                April 9, 2001
-------------------         (Principal Accounting Officer)
Patrick E. Lamb

                            Director
-------------------
Thomas W. Hayes

/s/ DAVID W. MORRISROE      Director                               April 9, 2001
----------------------
David W. Morrisroe

/s/ DICKINSON C. ROSS       Director                               April 9, 2001
---------------------
Dickinson C. Ross

     THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee has 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 the 9th day of April, 2001.

                                     FREMONT GENERAL CORPORATION
                                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Date: April 9, 2001                  /s/    LOUIS J. RAMPINO
                                     --------------------------------------
                                     By:    Louis J. Rampino
                                     Title: On behalf of the Administrative
                                            Committee of the Fremont General
                                            Corporation Supplemental Executive
                                            Retirement Plan

                                       7
EXHIBIT INDEX

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

4.1         Fremont General Corporation Supplemental Executive Retirement Plan.

4.2         Fremont General Corporation Deferred Compensation Trust.

5           Opinion of Counsel (regarding the legality of the securities
            being registered).

23.1        Consent of Independent Auditors.

23.2        Consent of Counsel (included in Exhibit 5).

24          Power of Attorney (included in this Registration Statement at
            page 6).

                                       8