<PAGE>

        As filed with the Securities and Exchange Commission on July 29, 1998
                                                 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 Identification Number)
 incorporation or organization)                                         


                       2020 Santa Monica Blvd., Suite 600
                         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)

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

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

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

                                   Copies to:

                            ELIZABETH R. FLINT, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (650) 493-9300


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
   Title of Securities                Amount          Proposed Maximum     Proposed Maximum      Amount of
    to be Registered                  to be            Offering Price     Aggregate Offering   Registration
                                    Registered           Per Share               Price              Fee
-----------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                 <C>               <C>    
Common Stock, $1.00 par value:    518,000 shares(1)    $56.438(2)         $29,234,884(2)    $8,624.29 
-----------------------------------------------------------------------------------------------------------
<FN>
(1) Excludes shares reserved under the  1997  Stock  Plan  that  were registered
    previously  on  a  Registration  Statement  on  Form  S-8  (Registration No.
    333-38141).
(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 Company's Common
    Stock  as  reported  on  the  New York Stock Exchange consolidated reporting
    system on July 28, 1998.
</FN>
</TABLE>

<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Fremont  General  Corporation  (the  "Registrant")  hereby  incorporates by
reference  into  this  Registration   Statement  the  following   documents  and
information  previously  filed with the Securities and Exchange  Commission (the
"Commission"):

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

     2.  The Registrant's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 13(a) of the Exchange Act.

     3.  The Registrant's  Quarterly  Report on Form 10-Q for the fiscal quarter
ended March 31, 1998, filed pursuant to Section 13(a) of the Exchange Act.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     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 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.


<PAGE>


     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.


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

        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.)

        5.1       Opinion of Wilson  Sonsini  Goodrich & Rosati with  respect to
                  the securities being registered.

       23.1       Consent of Ernst & Young LLP, Independent Auditors.

       23.2       Consent of counsel (contained in Exhibit 5.1)

       24.1       Power of Attorney (see page 5).


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 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 of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, 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.


                                       2

<PAGE>


        b.    The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  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 of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  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 of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.



                                       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 29th day
of July, 1998.

                                          FREMONT GENERAL CORPORATION


                                          By:  /s/ LOUIS J. RAMPINO
                                               ---------------------------------
                                          Name:    Louis J. Rampino
                                          Title:   President and Chief Operating
                                                   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 and        July 29, 1998
--------------------------     Chief Executive Officer     
    James A. McIntyre          (Principal Executive Officer)


/s/ LOUIS J. RAMPINO           President, Chief Operating       July 29, 1998
--------------------------     Officer and Director
    Louis J. Rampino                 


/s/ WAYNE R. BAILEY            Executive Vice President,        July 29, 1998
--------------------------     Treasurer, Chief Financial
    Wayne R. Bailey            Officer (Principal Financial
                               Officer) and Director


/s/ JOHN A. DONALDSON          Senior Vice President,           July 29, 1998
--------------------------     Controller and Chief  
    John A. Donaldson          Accounting Officer (Principal
                               Accounting Officer)


                                       4

<PAGE>



/s/ HOUSTON I. FLOURNOY        Director                         July 29, 1998
--------------------------
    Houston I. Flournoy        


/s/ C. DOUGLAS KRANWINKLE      Director                         July 29, 1998
--------------------------
    C. Douglas Kranwinkle


/s/ DAVID W. MORRISROE         Director                         July 29, 1998
--------------------------
    David W. Morrisroe


/s/ DICKINSON C. ROSS          Director                         July 29, 1998
--------------------------
    Dickinson C. Ross



                                       5

<PAGE>


                                INDEX TO EXHIBITS



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

        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.)

        5.1       Opinion of Wilson  Sonsini  Goodrich & Rosati with  respect to
                  the securities being registered.

       23.1       Consent of Ernst & Young LLP, Independent Auditors.

       23.2       Consent of counsel contained in Exhibit 5.1

       24.1       Power of Attorney (see page 5).



                                       6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16147}]
{"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": "333-60109", "film-number": "98673380"}, "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 July 29, 1998
                                                 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 Identification Number)
 incorporation or organization)                                         

                       2020 Santa Monica Blvd., Suite 600
                         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)

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

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

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

                                   Copies to:

                            ELIZABETH R. FLINT, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
   Title of Securities                Amount          Proposed Maximum     Proposed Maximum      Amount of
    to be Registered                  to be            Offering Price     Aggregate Offering   Registration
                                    Registered           Per Share               Price              Fee
-----------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value:    518,000 shares(1)    $56.438(2)         $29,234,884(2)    $8,624.29 
-----------------------------------------------------------------------------------------------------------
(1) Excludes shares reserved under the  1997  Stock  Plan  that  were registered
    previously  on  a  Registration  Statement  on  Form  S-8  (Registration No.
    333-38141).
(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 Company's Common
    Stock  as  reported  on  the  New York Stock Exchange consolidated reporting
    system on July 28, 1998.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Fremont  General  Corporation  (the  "Registrant")  hereby  incorporates by
reference  into  this  Registration   Statement  the  following   documents  and
information  previously  filed with the Securities and Exchange  Commission (the
"Commission"):

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

     2.  The Registrant's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 13(a) of the Exchange Act.

     3.  The Registrant's  Quarterly  Report on Form 10-Q for the fiscal quarter
ended March 31, 1998, filed pursuant to Section 13(a) of the Exchange Act.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     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 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.

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

        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.)

        5.1       Opinion of Wilson  Sonsini  Goodrich & Rosati with  respect to
                  the securities being registered.

       23.1       Consent of Ernst & Young LLP, Independent Auditors.

       23.2       Consent of counsel (contained in Exhibit 5.1)

       24.1       Power of Attorney (see page 5).

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 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 of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, 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.

                                       2
b.    The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  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 of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  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 of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.

                                       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 29th day
of July, 1998.

                                          FREMONT GENERAL CORPORATION

                                          By:  /s/ LOUIS J. RAMPINO
                                               ---------------------------------
                                          Name:    Louis J. Rampino
                                          Title:   President and Chief Operating
                                                   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 and        July 29, 1998
--------------------------     Chief Executive Officer     
    James A. McIntyre          (Principal Executive Officer)

/s/ LOUIS J. RAMPINO           President, Chief Operating       July 29, 1998
--------------------------     Officer and Director
    Louis J. Rampino                 

/s/ WAYNE R. BAILEY            Executive Vice President,        July 29, 1998
--------------------------     Treasurer, Chief Financial
    Wayne R. Bailey            Officer (Principal Financial
                               Officer) and Director

/s/ JOHN A. DONALDSON          Senior Vice President,           July 29, 1998
--------------------------     Controller and Chief  
    John A. Donaldson          Accounting Officer (Principal
                               Accounting Officer)

                                       4
/s/ HOUSTON I. FLOURNOY        Director                         July 29, 1998
--------------------------
    Houston I. Flournoy        

/s/ C. DOUGLAS KRANWINKLE      Director                         July 29, 1998
--------------------------
    C. Douglas Kranwinkle

/s/ DAVID W. MORRISROE         Director                         July 29, 1998
--------------------------
    David W. Morrisroe

/s/ DICKINSON C. ROSS          Director                         July 29, 1998
--------------------------
    Dickinson C. Ross

                                       5
INDEX TO EXHIBITS

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

        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.)

        5.1       Opinion of Wilson  Sonsini  Goodrich & Rosati with  respect to
                  the securities being registered.

       23.1       Consent of Ernst & Young LLP, Independent Auditors.

       23.2       Consent of counsel contained in Exhibit 5.1

       24.1       Power of Attorney (see page 5).

                                       6