As filed with the Securities and Exchange Commission on August 17, 2001
                                                    Registration No.

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

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

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

                       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)


                                 Alan W. Faigin
                          Secretary and General Counsel
                           Fremont General Corporation
                       2020 Santa Monica Blvd., Suite 600
                         Santa Monica, California 90404
                                 (310) 315-5500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Richard A. Boehmer, Esq.
                              O'Melveny & Myers LLP
                              400 South Hope Street
                          Los Angeles, California 90071
                                 (213) 430-6643


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
 Title of Securities           Amount             Proposed            Proposed          Amount of
  to be Registered              to be             Maximum              Maximum        Registration
                             Registered           Offering            Aggregate            Fee
                                                   Price              Offering
                                                  Per Share             Price
--------------------------------------------------------------------------------------------------
Common Stock
<S>                       <C>                    <C>               <C>                  <C>
  $1.00 par value.....    586,200 shares (1)     $5.60 (2)          $3,279,789 (2)      $865.86
==================================================================================================
</TABLE>


(1)  Excludes shares reserved under the 1997 Stock Plan that were registered
     previously on Registration Statements on Form S-8 (Registration No.
     333-38141, Registration No. 333-60109, Registration No. 333-87777 and
     Registration No.333-40978).


(2)  Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
     amended, solely for the purpose of computing the amount of the registration
     fee based on the average of the high and low prices of the Common Stock as
     reported on the New York Stock Exchange consolidated reporting system on
     August 10, 2001.




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

<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, 2000, 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, 2001.

     4. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2001.

     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.


                                       1


<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 O'Melveny & Myers LLP 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 4).



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.


                    [This section intentionally left blank.]



                                       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 17th day
of August, 2001.

                                    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.

<TABLE>
<CAPTION>


      SIGNATURES                                TITLE                                    DATE

<S>                              <C>                                                 <C>
/s/ James A. McIntyre            Chairman of the Board and Chief Executive           August 17, 2001
-------------------------        Officer (Principal Executive Officer)
    James A. McIntyre


/s/ Louis J. Rampino             President, Chief Operating Officer and Director     August 17, 2001
-------------------------
    Louis J. Rampino


/s/ Wayne R. Bailey              Executive Vice President, Treasurer, Chief
-------------------------        Financial Officer (Principal Financial Officer)     August 17, 2001
    Wayne R. Bailey              and Director



/s/ Patrick E. Lamb              Senior Vice President, Controller and Chief         August 17, 2001
-------------------------        Accounting Officer (Principal Accounting
    Patrick E. Lamb              Officer)


                                       4

<PAGE>


      SIGNATURES                                TITLE                                    DATE



/s/ Thomas W. Hayes              Director                                            August 17, 2001
-------------------------
    Thomas W. Hayes


/s/ David W. Morrisroe           Director                                            August 17, 2001
-------------------------
    David W. Morrisroe


/s/ Dickinson C. Ross            Director                                            August 17, 2001
-------------------------
    Dickinson C. Ross

</TABLE>


                                       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 O'Melveny & Myers LLP 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 4).


                                       6
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{"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": "333-67788", "film-number": "1717782"}, "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 August 17, 2001
                                                    Registration No.

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                       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)

                                 Alan W. Faigin
                          Secretary and General Counsel
                           Fremont General Corporation
                       2020 Santa Monica Blvd., Suite 600
                         Santa Monica, California 90404
                                 (310) 315-5500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Richard A. Boehmer, Esq.
                              O'Melveny & Myers LLP
                              400 South Hope Street
                          Los Angeles, California 90071
                                 (213) 430-6643

                         CALCULATION OF REGISTRATION FEE
==================================================================================================
 Title of Securities           Amount             Proposed            Proposed          Amount of
  to be Registered              to be             Maximum              Maximum        Registration
                             Registered           Offering            Aggregate            Fee
                                                   Price              Offering
                                                  Per Share             Price
--------------------------------------------------------------------------------------------------
Common Stock
$1.00 par value.....    586,200 shares (1)     $5.60 (2)          $3,279,789 (2)      $865.86
==================================================================================================
(1)  Excludes shares reserved under the 1997 Stock Plan that were registered
     previously on Registration Statements on Form S-8 (Registration No.
     333-38141, Registration No. 333-60109, Registration No. 333-87777 and
     Registration No.333-40978).

(2)  Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
     amended, solely for the purpose of computing the amount of the registration
     fee based on the average of the high and low prices of the Common Stock as
     reported on the New York Stock Exchange consolidated reporting system on
     August 10, 2001.

--------------------------------------------------------------------------------
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, 2000, 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, 2001.

     4. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2001.

     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.

                                       1
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 O'Melveny & Myers LLP 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 4).

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.

                    [This section intentionally left blank.]

                                       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 17th day
of August, 2001.

                                    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 Chief Executive           August 17, 2001
-------------------------        Officer (Principal Executive Officer)
    James A. McIntyre

/s/ Louis J. Rampino             President, Chief Operating Officer and Director     August 17, 2001
-------------------------
    Louis J. Rampino

/s/ Wayne R. Bailey              Executive Vice President, Treasurer, Chief
-------------------------        Financial Officer (Principal Financial Officer)     August 17, 2001
    Wayne R. Bailey              and Director

/s/ Patrick E. Lamb              Senior Vice President, Controller and Chief         August 17, 2001
-------------------------        Accounting Officer (Principal Accounting
    Patrick E. Lamb              Officer)

                                       4
SIGNATURES                                TITLE                                    DATE

/s/ Thomas W. Hayes              Director                                            August 17, 2001
-------------------------
    Thomas W. Hayes

/s/ David W. Morrisroe           Director                                            August 17, 2001
-------------------------
    David W. Morrisroe

/s/ Dickinson C. Ross            Director                                            August 17, 2001
-------------------------
    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 O'Melveny & Myers LLP 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 4).

                                       6