As filed with the Securities and Exchange Commission on October 17, 1997
                                                 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
                            AND AFFILIATED COMPANIES
                          INVESTMENT INCENTIVE PROGRAM
                            (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
-------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value:
  <S>                                   <C>            <C>                 <C>                 <C>    
   Fremont General Corporation          3,500,000      $ 48.09 (1)        $168,315,000 (1)     $51,005
   Affiliated Companies Investment
   Incentive Program 
-------------------------------------------------------------------------------------------------------------
   Interest in the Fremont General       (2)            (2)                (2)                   (2)
   Corporation and Affiliated Companies
   Investment Incentive Program
-------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance  with Rule 457(h) of the  Securities Act of 1933, as
    amended,  solely for the purpose of computing the amount of the registration
    fee based on the prices of the Company's Common Stock as reported on the New
    York Stock Exchange consolidated reporting system on October 14, 1997.

<PAGE>

(2) In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933, as
    amended, this Registration  Statement also covers an indeterminate amount of
    interests to be offered or sold pursuant to the Fremont General  Corporation
    and Affiliated Companies Investment Incentive Plan.
</FN>
</TABLE>

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


                                       2


<PAGE>

                           FREMONT GENERAL CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Fremont  General  Corporation  (the  "Registrant")  and the Fremont General
Corporation and Affiliated  Companies  Investment Incentive Program (the "Plan")
hereby  incorporate by reference into this Registration  Statement the following
documents and  information  heretofore  filed with the  Securities  and Exchange
Commission (the "Commission"):

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

               2. The  Registrant's  Annual  Report on Form 10-K for the  fiscal
year ended December 31, 1996,  filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

               3. The Registrant's  Quarterly Report on Form 10-Q for the fiscal
quarter  ended March 31, 1997,  filed  pursuant to Section 13(a) of the Exchange
Act.

               4. The Registrant's  Quarterly Report on Form 10-Q for the fiscal
quarter  ended June 30, 1997,  filed  pursuant to Section  13(a) of the Exchange
Act.

               5. The  information  contained in the  Registrant's  Registration
Statement  on Form  S-8 for the  Plan  (file  no.  33-38138)  filed  on or about
December 6, 1990.

               6. The  information  contained in the  Registrant's  Registration
Statement on Form S-8 for the Plan (file no.  33-59898)  filed on or about March
23, 1993.

               7. The Registrant's  Reports on Form 8-K filed on August 14, 1997
and October 15, 1997 pursuant to Section 13(a) of the Exchange Act.

               8. The  Plan's  Annual  Report on Form 11-K for the  fiscal  year
ended December 31, 1997, filed with the SEC on September 18, 1997.

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

ITEM 4.  DESCRIPTION OF SECURITIES.
         Not applicable.

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not applicable.



                                       3


<PAGE>


ITEM 8.  EXHIBITS.



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

        4.1      Fremont General Corporation and Affiliated Companies Investment
                 Incentive Program.  (Incorporated by reference  to  Exhibit No.
                 10-3  to  Annual Report on Form 10-K, for the fiscal year ended
                 December 31, 1995.)

       23.1      Consent of Ernst & Young LLP, Independent Auditors.

       23.2      Consent of Counsel.

       24.1      Power of Attorney (see page 8).

       99        Internal Revenue Service Determination Letter, dated October
                 19, 1995.




                                       4



<PAGE>



ITEM 9.  UNDERTAKINGS.

     With the one noted  exception,  the undersigned  Registrant omits this Item
pursuant to General Instruction E to Form S-8.

     The undersigned Registrant hereby undertakes to submit or has submitted the
Fremont  General  Corporation  and  Affiliated  Companies  Investment  Incentive
Program (the "Plan") and any amendments  thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to continue to qualify the Plan.





                                       5


<PAGE>




                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended,  the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Santa Monica, State of California, on
this 16th day of October, 1997.


                                        FREMONT GENERAL CORPORATION


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




                                       6


<PAGE>



                                   SIGNATURES

     THE PLAN.  Pursuant to the  requirements  of the Securities Act of 1933, as
amended, the trustee (or other persons who administer the employee benefit plan)
of the Fremont General Corporation and Affiliated Companies Investment Incentive
Program 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 16th day of October, 1997.


                                       FREMONT GENERAL CORPORATION AND
                                       AFFILIATED COMPANIES INVESTMENT INCENTIVE
                                       PLAN



                                       By: /s/  Louis J. Rampino
                                          ----------------------------------
                                                Louis J. Rampino
                                       Title:   On behalf of the  Administrative
                                                Committee for the Fremont
                                                General Corporation and
                                                Affiliated  Companies
                                                Investment Incentive Program




                                       7


<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints James A. McIntyre,  Louis J. Rampino and
Wayne R.  Bailey,  jointly and  severally,  as his 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        October 16, 1997
--------------------------     Chief Executive Officer     
    James A. McIntyre          (Principal Executive Officer)


/s/ Louis J. Rampino           President, Chief Operating       October 16, 1997
--------------------------     Officer and Director
    Louis J. Rampino                 


/s/ Wayne R. Bailey            Executive Vice President,        October 16, 1997
--------------------------     Treasurer, Chief Financial
    Wayne R. Bailey            Officer (Principal Financial
                               Officer) and Director


/s/ John A. Donaldson          Senior Vice President,           October 16, 1997
--------------------------     Controller and Chief  
    John A. Donaldson          Accounting Officer (Principal
                               Accounting Officer)


/s/ Houston I. Flournoy        Director                         October 16, 1997
--------------------------
    Houston I. Flournoy        



                                       8

<PAGE>



/s/ C. Douglas Kranwinkle      Director                         October 16, 1997
--------------------------
    C. Douglas Kranwinkle



/s/ David W. Morrisroe         Director                         October 16, 1997
--------------------------
    David W. Morrisroe



/s/ Dickinson C. Ross          Director                         October 16, 1997
--------------------------
    Dickinson C. Ross



                                       9



<PAGE>



                                INDEX TO EXHIBITS


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


        4.1      Fremont General Corporation and Affiliated Companies Investment
                 Incentive  Program.  (Incorporated  by reference to Exhibit No.
                 10-3 to Annual Report on Form 10-K, for the fiscal year ended
                 December 31, 1995.)

       23.1      Consent of Ernst & Young LLP, Independent Auditors.

       23.2      Consent of Counsel.

       24.1      Power of Attorney (see page 8).

       99        Internal  Revenue  Service  Determination Letter, dated October
                 19, 1995.





                                       10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15064}]
{"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": "333-38143", "film-number": "97697411"}, "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 October 17, 1997
                                                 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
                            AND AFFILIATED COMPANIES
                          INVESTMENT INCENTIVE PROGRAM
                            (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:
Fremont General Corporation          3,500,000      $ 48.09 (1)        $168,315,000 (1)     $51,005
   Affiliated Companies Investment
   Incentive Program 
-------------------------------------------------------------------------------------------------------------
   Interest in the Fremont General       (2)            (2)                (2)                   (2)
   Corporation and Affiliated Companies
   Investment Incentive Program
-------------------------------------------------------------------------------------------------------------
(1) Estimated in accordance  with Rule 457(h) of the  Securities Act of 1933, as
    amended,  solely for the purpose of computing the amount of the registration
    fee based on the prices of the Company's Common Stock as reported on the New
    York Stock Exchange consolidated reporting system on October 14, 1997.
(2) In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933, as
    amended, this Registration  Statement also covers an indeterminate amount of
    interests to be offered or sold pursuant to the Fremont General  Corporation
    and Affiliated Companies Investment Incentive Plan.
================================================================================

                                       2
FREMONT GENERAL CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Fremont  General  Corporation  (the  "Registrant")  and the Fremont General
Corporation and Affiliated  Companies  Investment Incentive Program (the "Plan")
hereby  incorporate by reference into this Registration  Statement the following
documents and  information  heretofore  filed with the  Securities  and Exchange
Commission (the "Commission"):

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

               2. The  Registrant's  Annual  Report on Form 10-K for the  fiscal
year ended December 31, 1996,  filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

               3. The Registrant's  Quarterly Report on Form 10-Q for the fiscal
quarter  ended March 31, 1997,  filed  pursuant to Section 13(a) of the Exchange
Act.

               4. The Registrant's  Quarterly Report on Form 10-Q for the fiscal
quarter  ended June 30, 1997,  filed  pursuant to Section  13(a) of the Exchange
Act.

               5. The  information  contained in the  Registrant's  Registration
Statement  on Form  S-8 for the  Plan  (file  no.  33-38138)  filed  on or about
December 6, 1990.

               6. The  information  contained in the  Registrant's  Registration
Statement on Form S-8 for the Plan (file no.  33-59898)  filed on or about March
23, 1993.

               7. The Registrant's  Reports on Form 8-K filed on August 14, 1997
and October 15, 1997 pursuant to Section 13(a) of the Exchange Act.

               8. The  Plan's  Annual  Report on Form 11-K for the  fiscal  year
ended December 31, 1997, filed with the SEC on September 18, 1997.

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

ITEM 4.  DESCRIPTION OF SECURITIES.
         Not applicable.

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not applicable.

                                       3
ITEM 8.  EXHIBITS.

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

        4.1      Fremont General Corporation and Affiliated Companies Investment
                 Incentive Program.  (Incorporated by reference  to  Exhibit No.
                 10-3  to  Annual Report on Form 10-K, for the fiscal year ended
                 December 31, 1995.)

       23.1      Consent of Ernst & Young LLP, Independent Auditors.

       23.2      Consent of Counsel.

       24.1      Power of Attorney (see page 8).

       99        Internal Revenue Service Determination Letter, dated October
                 19, 1995.

                                       4
ITEM 9.  UNDERTAKINGS.

     With the one noted  exception,  the undersigned  Registrant omits this Item
pursuant to General Instruction E to Form S-8.

     The undersigned Registrant hereby undertakes to submit or has submitted the
Fremont  General  Corporation  and  Affiliated  Companies  Investment  Incentive
Program (the "Plan") and any amendments  thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to continue to qualify the Plan.

                                       5
SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended,  the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Santa Monica, State of California, on
this 16th day of October, 1997.

                                        FREMONT GENERAL CORPORATION

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

                                       6
SIGNATURES

     THE PLAN.  Pursuant to the  requirements  of the Securities Act of 1933, as
amended, the trustee (or other persons who administer the employee benefit plan)
of the Fremont General Corporation and Affiliated Companies Investment Incentive
Program 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 16th day of October, 1997.

                                       FREMONT GENERAL CORPORATION AND
                                       AFFILIATED COMPANIES INVESTMENT INCENTIVE
                                       PLAN

                                       By: /s/  Louis J. Rampino
                                          ----------------------------------
                                                Louis J. Rampino
                                       Title:   On behalf of the  Administrative
                                                Committee for the Fremont
                                                General Corporation and
                                                Affiliated  Companies
                                                Investment Incentive Program

                                       7
POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints James A. McIntyre,  Louis J. Rampino and
Wayne R.  Bailey,  jointly and  severally,  as his 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        October 16, 1997
--------------------------     Chief Executive Officer     
    James A. McIntyre          (Principal Executive Officer)

/s/ Louis J. Rampino           President, Chief Operating       October 16, 1997
--------------------------     Officer and Director
    Louis J. Rampino                 

/s/ Wayne R. Bailey            Executive Vice President,        October 16, 1997
--------------------------     Treasurer, Chief Financial
    Wayne R. Bailey            Officer (Principal Financial
                               Officer) and Director

/s/ John A. Donaldson          Senior Vice President,           October 16, 1997
--------------------------     Controller and Chief  
    John A. Donaldson          Accounting Officer (Principal
                               Accounting Officer)

/s/ Houston I. Flournoy        Director                         October 16, 1997
--------------------------
    Houston I. Flournoy        

                                       8
/s/ C. Douglas Kranwinkle      Director                         October 16, 1997
--------------------------
    C. Douglas Kranwinkle

/s/ David W. Morrisroe         Director                         October 16, 1997
--------------------------
    David W. Morrisroe

/s/ Dickinson C. Ross          Director                         October 16, 1997
--------------------------
    Dickinson C. Ross

                                       9
INDEX TO EXHIBITS

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

        4.1      Fremont General Corporation and Affiliated Companies Investment
                 Incentive  Program.  (Incorporated  by reference to Exhibit No.
                 10-3 to Annual Report on Form 10-K, for the fiscal year ended
                 December 31, 1995.)

       23.1      Consent of Ernst & Young LLP, Independent Auditors.

       23.2      Consent of Counsel.

       24.1      Power of Attorney (see page 8).

       99        Internal  Revenue  Service  Determination Letter, dated October
                 19, 1995.

                                       10