<PAGE>
       As filed with the Securities and Exchange Commission on November 20, 2000
                                                Registration No. 333-
================================================================================

                                  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 Identification
  incorporation or organization)                          Number)

                       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:

                            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>
=====================================================================================================================
                                                    Amount     Proposed Maximum   Proposed Maximum
               Title of Securities                  to be       Offering Price   Aggregate Offering     Amount of
                to be Registered                  Registered      Per Share             Price        Registration Fee
------------------------------------------------  -----------  ----------------  ------------------  ----------------
<S>                                               <C>          <C>               <C>                <C>
Common Stock, $1.00 par value:

  Fremont General Corporation and Affiliated        7,000,000         $4.563(1)      $31,941,000(1)         $8,432.42
  Companies Investment Incentive Program
------------------------------------------------  ----------- -----------------  ------------------  ----------------
  Interest in the Fremont General Corporation             (2)               (2)                 (2)               (2)
  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  November 13,
     2000.

(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>

                                       1


<PAGE>

     No  person  is  authorized  to  give  any   information   or  to  make  any
representations,  other than those contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Plan  Participant.  This Prospectus does not constitute an offer to sell,
or a  solicitation  of an offer  to buy,  nor  shall  there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

     The Company  hereby  undertakes to provide  without  charge to each person,
including each beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral  request of any such  person,  a copy of any and all of the
information  that  has  been  or  may  be  incorporated  by  reference  in  this
Prospectus,  other than  exhibits to such  documents.  Requests  for such copies
should be directed to Alan W. Faigin,  Secretary  and General  Counsel,  Fremont
General  Corporation,  2020 Santa Monica  Boulevard,  Suite 600,  Santa  Monica,
California  90404.  The  Company's  telephone  number at this  location is (310)
315-5500.

     The Company is subject to the informational  reporting  requirements of the
Securities Exchange Act of 1934, as amended,  and in accordance  therewith files
reports,  proxy  and  information  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission").  Such reports,  proxy and
information  statements and other information can be inspected and copied at the
Public  Reference Room of the Commission,  450 Fifth Street,  N.W.,  Washington,
D.C. 20549 and at the Commission's  regional offices at 500 West Madison Street,
Suite 1400,  Chicago,  IL 60661 and Seven World Trade  Center,  13th Floor,  New
York,  NY 10048;  and copies of such  material  can be obtained  from the Public
Reference  Section of the  Commission,  Washington,  D.C.  20549,  at prescribed
rates.  In addition,  the  Commission  maintains a web site that  contains  such
material regarding registrants, including the Company, which file electronically
with the  Commission.  The address of such web site is  http://www.sec.gov.  The
Company's  Common  Stock is  traded  on the New  York  Stock  Exchange,  and the
foregoing  materials are also  available  for  inspection at the offices of such
Exchange,  which  offices are  located at 20 Broad  Street,  New York,  New York
10005.

     This Prospectus contains information concerning the Company and any sale of
its  Common  Stock  by the Plan  Participants,  but  does  not  contain  all the
information set forth in the Registration  Statement which the Company has filed
with the  Securities  and  Exchange  Commission  under the  Securities  Act. The
Registration  Statement,  including  various  exhibits,  may be inspected at the
Commission's office in Washington, D.C.

                                       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, 1999,  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, 2000,  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,  2000,  filed  pursuant to Section  13(a) of the
Exchange Act.

                  5. The  Registrant's  Quarterly  Report  on Form  10-Q for the
fiscal quarter ended September 30, 2000,  filed pursuant to Section 13(a) of the
Exchange Act.

                  6. 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.

                  7. 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.

                  8. The information contained in the Registrant's  Registration
Statement on Form S-8 for the Plan (file no. 333-38143) filed October 17, 1997.

                  9. The Plan's  Annual  Report on Form 11-K for the fiscal year
ended December 31, 1999, filed pursuant to Section 15(d) of the Exchange Act.

                  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(a)    Fremont  General   Corporation   and  Affiliated   Companies
                    Investment  Incentive  Plan.  (Incorporated  by reference to
                    Exhibit  No.  10.3 to Annual  Report on Form  10-K,  for the
                    fiscal year ended December 31, 1995,  Commission File Number
                    1-8007.)


          4.1(b)    Amendments  Number One, Two and Three to the Fremont General
                    Corporation and Affiliated  Companies  Investment  Incentive
                    Plan.  (Incorporated  by reference to Exhibit 10.3(b) to the
                    Registrant's  Quarterly  Report on Form 10-Q, for the period
                    ended September 30, 1997, Commission File Number 1-8007.)

          4.1(c)    Amendment Number Four to the Fremont General Corporation and
                    Affiliated     Companies    Investment    Incentive    Plan.
                    (Incorporated   by   reference   to  Exhibit   10.3  to  the
                    Registrant's Annual Report on Form 10-K, for the fiscal year
                    ended December 31, 1997, Commission File Number 1-8007.)

          4.1(d)    Amendment Number Five to the Fremont General Corporation and
                    Affiliated     Companies    Investment    Incentive    Plan.
                    (Incorporated   by  reference  to  Exhibit  10.3(d)  to  the
                    Registrant's  Quarterly  Report on Form 10-Q, for the period
                    ended September 30, 1998, Commission File Number 1-8007.)

          4.2(a)    Fremont General  Corporation  Investment  Incentive  Program
                    Trust. (Incorporated by reference to Exhibit (10)(xi) to the
                    Registrant's Annual Report on form 10-K, for the fiscal year
                    ended December 31, 1993, Commission File Number 1-8007.)

          4.2(b)    Amendment  to the  Fremont  General  Corporation  Investment
                    Incentive  Program  Trust.  (Incorporated  by  reference  to
                    Exhibit 10.4 to Annual  Report on Form 10-K,  for the fiscal
                    year  ended  December  31,  1995,   Commission  File  Number
                    1-8007.)


          23.1      Consent of Ernst & Young LLP, Independent Auditors.

          24.1      Power of Attorney (see page 8).

          99        Internal Revenue Service Determination Letter, dated October
                    19,  1995.  (Incorporated  by reference to Exhibit 99 to the
                    registrant's Form S-8 Registration  Statement No. 333-38143,
                    as filed with the Commission on October 27, 1997.)


                                       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 20th day of November, 2000.


                                       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 20th day of November, 2000.


                                       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



                             Chairman of the Board and         November 20, 2000
/s/ James A. McIntyre        Chief Executive Officer
--------------------------   (Principal Executive Officer)
James A. McIntyre


/s/ Louis J. Rampino         President, Chief Operating        November 20, 2000
--------------------------   Officer and Director
    Louis J. Rampino


/s/ Wayne R. Bailey          Executive Vice President,         November 20, 2000
--------------------------   Treasurer, Chief Financial
    Wayne R. Bailey          Officer (Principal Financial
                             Officer) and Director


/s/ John A. Donaldson        Senior Vice President,            November 20, 2000
-------------------------    Controller and Chief
     John A. Donaldson       Accounting  Officer
                             (Principal   Accounting
                             Officer)

/s/ Houston I. Flournoy      Director                          November 20, 2000
--------------------------
    Houston I. Flournoy


                                       8

<PAGE>



/s/  C. Douglas Kranwinkle   Director                          November 20, 2000
--------------------------
    C. Douglas Kranwinkle



/s/ David W. Morrisroe       Director                          November 20, 2000
--------------------------
    David W. Morrisroe



/s/ Dickinson C. Ross        Director                          November 20, 2000
--------------------------
  Dickinson C. Ross


                                       9

<PAGE>


                                INDEX TO EXHIBITS

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




          4.1(a)    Fremont  General   Corporation   and  Affiliated   Companies
                    Investment  Incentive  Plan.  (Incorporated  by reference to
                    Exhibit  No.  10.3 to Annual  Report on Form  10-K,  for the
                    fiscal year ended December 31, 1995,  Commission File Number
                    1-8007.)


          4.1(b)    Amendments  Number One, Two and Three to the Fremont General
                    Corporation and Affiliated  Companies  Investment  Incentive
                    Plan.  (Incorporated  by reference to Exhibit 10.3(b) to the
                    Registrant's  Quarterly  Report on Form 10-Q, for the period
                    ended September 30, 1997, Commission File Number 1-8007.)

          4.1(c)    Amendment Number Four to the Fremont General Corporation and
                    Affiliated     Companies    Investment    Incentive    Plan.
                    (Incorporated   by   reference   to  Exhibit   10.3  to  the
                    Registrant's Annual Report on Form 10-K, for the fiscal year
                    ended December 31, 1997, Commission File Number 1-8007.)

          4.1(d)    Amendment Number Five to the Fremont General Corporation and
                    Affiliated     Companies    Investment    Incentive    Plan.
                    (Incorporated   by  reference  to  Exhibit  10.3(d)  to  the
                    Registrant's  Quarterly  Report on Form 10-Q, for the period
                    ended September 30, 1998, Commission File Number 1-8007.)

          4.2(a)    Fremont General  Corporation  Investment  Incentive  Program
                    Trust. (Incorporated by reference to Exhibit (10)(xi) to the
                    Registrant's Annual Report on form 10-K, for the fiscal year
                    ended December 31, 1993, Commission File Number 1-8007.)

          4.2(b)    Amendment  to the  Fremont  General  Corporation  Investment
                    Incentive  Program  Trust.  (Incorporated  by  reference  to
                    Exhibit 10.4 to Annual  Report on Form 10-K,  for the fiscal
                    year  ended  December  31,  1995,   Commission  File  Number
                    1-8007.)


          23.1      Consent of Ernst & Young LLP, Independent Auditors.

          24.1      Power of Attorney (see page 8).

          99        Internal Revenue Service Determination Letter, dated October
                    19,  1995.  (Incorporated  by reference to Exhibit 99 to the
                    registrant's Form S-8 Registration  Statement No. 333-38143,
                    as filed with the Commission on October 27, 1997.)


                                       10
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22780}]
{"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": "333-50326", "film-number": "773887"}, "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 November 20, 2000
                                                Registration No. 333-
================================================================================

                                  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 Identification
  incorporation or organization)                          Number)

                       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:

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

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                    Amount     Proposed Maximum   Proposed Maximum
               Title of Securities                  to be       Offering Price   Aggregate Offering     Amount of
                to be Registered                  Registered      Per Share             Price        Registration Fee
------------------------------------------------  -----------  ----------------  ------------------  ----------------
Common Stock, $1.00 par value:

  Fremont General Corporation and Affiliated        7,000,000         $4.563(1)      $31,941,000(1)         $8,432.42
  Companies Investment Incentive Program
------------------------------------------------  ----------- -----------------  ------------------  ----------------
  Interest in the Fremont General Corporation             (2)               (2)                 (2)               (2)
  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  November 13,
     2000.

(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.
=====================================================================================================================
1
No  person  is  authorized  to  give  any   information   or  to  make  any
representations,  other than those contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Plan  Participant.  This Prospectus does not constitute an offer to sell,
or a  solicitation  of an offer  to buy,  nor  shall  there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

     The Company  hereby  undertakes to provide  without  charge to each person,
including each beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral  request of any such  person,  a copy of any and all of the
information  that  has  been  or  may  be  incorporated  by  reference  in  this
Prospectus,  other than  exhibits to such  documents.  Requests  for such copies
should be directed to Alan W. Faigin,  Secretary  and General  Counsel,  Fremont
General  Corporation,  2020 Santa Monica  Boulevard,  Suite 600,  Santa  Monica,
California  90404.  The  Company's  telephone  number at this  location is (310)
315-5500.

     The Company is subject to the informational  reporting  requirements of the
Securities Exchange Act of 1934, as amended,  and in accordance  therewith files
reports,  proxy  and  information  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission").  Such reports,  proxy and
information  statements and other information can be inspected and copied at the
Public  Reference Room of the Commission,  450 Fifth Street,  N.W.,  Washington,
D.C. 20549 and at the Commission's  regional offices at 500 West Madison Street,
Suite 1400,  Chicago,  IL 60661 and Seven World Trade  Center,  13th Floor,  New
York,  NY 10048;  and copies of such  material  can be obtained  from the Public
Reference  Section of the  Commission,  Washington,  D.C.  20549,  at prescribed
rates.  In addition,  the  Commission  maintains a web site that  contains  such
material regarding registrants, including the Company, which file electronically
with the  Commission.  The address of such web site is  http://www.sec.gov.  The
Company's  Common  Stock is  traded  on the New  York  Stock  Exchange,  and the
foregoing  materials are also  available  for  inspection at the offices of such
Exchange,  which  offices are  located at 20 Broad  Street,  New York,  New York
10005.

     This Prospectus contains information concerning the Company and any sale of
its  Common  Stock  by the Plan  Participants,  but  does  not  contain  all the
information set forth in the Registration  Statement which the Company has filed
with the  Securities  and  Exchange  Commission  under the  Securities  Act. The
Registration  Statement,  including  various  exhibits,  may be inspected at the
Commission's office in Washington, D.C.

                                       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, 1999,  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, 2000,  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,  2000,  filed  pursuant to Section  13(a) of the
Exchange Act.

                  5. The  Registrant's  Quarterly  Report  on Form  10-Q for the
fiscal quarter ended September 30, 2000,  filed pursuant to Section 13(a) of the
Exchange Act.

                  6. 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.

                  7. 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.

                  8. The information contained in the Registrant's  Registration
Statement on Form S-8 for the Plan (file no. 333-38143) filed October 17, 1997.

                  9. The Plan's  Annual  Report on Form 11-K for the fiscal year
ended December 31, 1999, filed pursuant to Section 15(d) of the Exchange Act.

                  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(a)    Fremont  General   Corporation   and  Affiliated   Companies
                    Investment  Incentive  Plan.  (Incorporated  by reference to
                    Exhibit  No.  10.3 to Annual  Report on Form  10-K,  for the
                    fiscal year ended December 31, 1995,  Commission File Number
                    1-8007.)

          4.1(b)    Amendments  Number One, Two and Three to the Fremont General
                    Corporation and Affiliated  Companies  Investment  Incentive
                    Plan.  (Incorporated  by reference to Exhibit 10.3(b) to the
                    Registrant's  Quarterly  Report on Form 10-Q, for the period
                    ended September 30, 1997, Commission File Number 1-8007.)

          4.1(c)    Amendment Number Four to the Fremont General Corporation and
                    Affiliated     Companies    Investment    Incentive    Plan.
                    (Incorporated   by   reference   to  Exhibit   10.3  to  the
                    Registrant's Annual Report on Form 10-K, for the fiscal year
                    ended December 31, 1997, Commission File Number 1-8007.)

          4.1(d)    Amendment Number Five to the Fremont General Corporation and
                    Affiliated     Companies    Investment    Incentive    Plan.
                    (Incorporated   by  reference  to  Exhibit  10.3(d)  to  the
                    Registrant's  Quarterly  Report on Form 10-Q, for the period
                    ended September 30, 1998, Commission File Number 1-8007.)

          4.2(a)    Fremont General  Corporation  Investment  Incentive  Program
                    Trust. (Incorporated by reference to Exhibit (10)(xi) to the
                    Registrant's Annual Report on form 10-K, for the fiscal year
                    ended December 31, 1993, Commission File Number 1-8007.)

          4.2(b)    Amendment  to the  Fremont  General  Corporation  Investment
                    Incentive  Program  Trust.  (Incorporated  by  reference  to
                    Exhibit 10.4 to Annual  Report on Form 10-K,  for the fiscal
                    year  ended  December  31,  1995,   Commission  File  Number
                    1-8007.)

          23.1      Consent of Ernst & Young LLP, Independent Auditors.

          24.1      Power of Attorney (see page 8).

          99        Internal Revenue Service Determination Letter, dated October
                    19,  1995.  (Incorporated  by reference to Exhibit 99 to the
                    registrant's Form S-8 Registration  Statement No. 333-38143,
                    as filed with the Commission on October 27, 1997.)

                                       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 20th day of November, 2000.

                                       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 20th day of November, 2000.

                                       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

                             Chairman of the Board and         November 20, 2000
/s/ James A. McIntyre        Chief Executive Officer
--------------------------   (Principal Executive Officer)
James A. McIntyre

/s/ Louis J. Rampino         President, Chief Operating        November 20, 2000
--------------------------   Officer and Director
    Louis J. Rampino

/s/ Wayne R. Bailey          Executive Vice President,         November 20, 2000
--------------------------   Treasurer, Chief Financial
    Wayne R. Bailey          Officer (Principal Financial
                             Officer) and Director

/s/ John A. Donaldson        Senior Vice President,            November 20, 2000
-------------------------    Controller and Chief
     John A. Donaldson       Accounting  Officer
                             (Principal   Accounting
                             Officer)

/s/ Houston I. Flournoy      Director                          November 20, 2000
--------------------------
    Houston I. Flournoy

                                       8
/s/  C. Douglas Kranwinkle   Director                          November 20, 2000
--------------------------
    C. Douglas Kranwinkle

/s/ David W. Morrisroe       Director                          November 20, 2000
--------------------------
    David W. Morrisroe

/s/ Dickinson C. Ross        Director                          November 20, 2000
--------------------------
  Dickinson C. Ross

                                       9
INDEX TO EXHIBITS

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

          4.1(a)    Fremont  General   Corporation   and  Affiliated   Companies
                    Investment  Incentive  Plan.  (Incorporated  by reference to
                    Exhibit  No.  10.3 to Annual  Report on Form  10-K,  for the
                    fiscal year ended December 31, 1995,  Commission File Number
                    1-8007.)

          4.1(b)    Amendments  Number One, Two and Three to the Fremont General
                    Corporation and Affiliated  Companies  Investment  Incentive
                    Plan.  (Incorporated  by reference to Exhibit 10.3(b) to the
                    Registrant's  Quarterly  Report on Form 10-Q, for the period
                    ended September 30, 1997, Commission File Number 1-8007.)

          4.1(c)    Amendment Number Four to the Fremont General Corporation and
                    Affiliated     Companies    Investment    Incentive    Plan.
                    (Incorporated   by   reference   to  Exhibit   10.3  to  the
                    Registrant's Annual Report on Form 10-K, for the fiscal year
                    ended December 31, 1997, Commission File Number 1-8007.)

          4.1(d)    Amendment Number Five to the Fremont General Corporation and
                    Affiliated     Companies    Investment    Incentive    Plan.
                    (Incorporated   by  reference  to  Exhibit  10.3(d)  to  the
                    Registrant's  Quarterly  Report on Form 10-Q, for the period
                    ended September 30, 1998, Commission File Number 1-8007.)

          4.2(a)    Fremont General  Corporation  Investment  Incentive  Program
                    Trust. (Incorporated by reference to Exhibit (10)(xi) to the
                    Registrant's Annual Report on form 10-K, for the fiscal year
                    ended December 31, 1993, Commission File Number 1-8007.)

          4.2(b)    Amendment  to the  Fremont  General  Corporation  Investment
                    Incentive  Program  Trust.  (Incorporated  by  reference  to
                    Exhibit 10.4 to Annual  Report on Form 10-K,  for the fiscal
                    year  ended  December  31,  1995,   Commission  File  Number
                    1-8007.)

          23.1      Consent of Ernst & Young LLP, Independent Auditors.

          24.1      Power of Attorney (see page 8).

          99        Internal Revenue Service Determination Letter, dated October
                    19,  1995.  (Incorporated  by reference to Exhibit 99 to the
                    registrant's Form S-8 Registration  Statement No. 333-38143,
                    as filed with the Commission on October 27, 1997.)

                                       10