##### Table of Contents



United States
    Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-Q
  (Mark
    One)
 þQuarterly
    Report Under Section 13 or 15(d) of the Securities
    Exchange Act of 1934
  OR
 oTransition
    Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934
 
 001-08007
 Fremont General
    Corporation
 (Exact Name of Registrant as Specified in its Charter)
  Nevada

95-2815260(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)2425 Olympic Boulevard
    Santa Monica, California 90404(Address of principal executive offices) (Zip Code)

(310)
    315-5500(Registrants
    Telephone Number, Including Area Code)   Not
    Applicable
   þ o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
    Shares
    OutstandingClass

September 28,
    2007Common Stock, $1.00 par value


79,630,085




---



##### 



Fremont General
    Corporation and Subsidiaries
  INDEX
  
  Page
    No.PART I 
    FINANCIAL INFORMATIONItem 1.

Financial StatementsConsolidated Balance Sheets June 30, 2007
    (Unaudited) and December 31, 2006


3Consolidated Statements of Operations Three and
    Six Months Ended June 30, 2007 and 2006 (Unaudited)


4Consolidated Statements of Changes in
    Stockholders Equity June 30, 2007 and 2006
    (Unaudited)


5Consolidated Statements of Cash Flows Six Months
    Ended June 30, 2007 and 2006 (Unaudited)


6Consolidated Statements of Comprehensive Income
    (Loss) Three and Six Months Ended June 30, 2007 and 2006
    (Unaudited)


7Notes to Consolidated Financial Statements
    (Unaudited)


8Item 2.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


40Item 4.

Controls and Procedures


41PART II 
    OTHER INFORMATIONItem 1.

Legal Proceedings


43Item 1A.

Risk Factors


46Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


46Item 3 - 5.

Not applicableItem 6.

Exhibits


47Signatures


S-1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1     2     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Item 1.Financial Statements
   Consolidated Balance Sheets
  June 30,



December 31,(Thousands of
    dollars, except share data)


2007



2006(Unaudited)ASSETSCash and cash equivalents


$
3,226,354



$
761,642Investment securities classified as available-for-sale at fair
    value



548




633Federal Home Loan Bank stock at cost



25,000




111,860Loans held for investment  net



2,272




6,257,306Commercial real estate loans held for sale  net



5,985,233




Accrued interest receivable



40,381




53,497Real estate owned  net



65,834




299Premises and equipment  net



28,787




67,859Deferred income taxes  net



12,504




52,576Other assets



334,860




268,932Assets of discontinued operations held for sale



955,313




5,315,920TOTAL ASSETS


$
10,677,086



$
12,890,524LIABILITIESDeposits:Savings accounts


$
1,261,829



$
1,101,137Money market deposit accounts



415,611




586,158Certificates of deposit



8,003,705




8,302,4939,681,145




9,989,788Senior Notes due 2009



166,039




165,895Junior Subordinated Debentures



103,093




103,093Other liabilities



169,643




210,586Liabilities of discontinued operations held for sale



275,226




1,307,205TOTAL LIABILITIES



10,395,146




11,776,567Commitments and contingencies








STOCKHOLDERS EQUITYPreferred stock, par value $.01 per share 
    Authorized: 2,000,000 shares; none issued








Common stock, par value $1 per share  Authorized:
    150,000,000 shares; issued and outstanding:
    (2007  79,990,000 and 2006  79,074,000)



77,298




75,983Additional paid-in capital



345,233




324,064Retained earnings



(130,381
)



728,766Deferred compensation



(12,181
)



(20,694
)Accumulated other comprehensive income



1,971




5,838TOTAL STOCKHOLDERS EQUITY



281,940




1,113,957TOTAL LIABILITIES AND STOCKHOLDERS EQUITY


$
10,677,086



$
12,890,524   The accompanying notes are an
    integral part of these statements.
   2007 QUARTERLY
    REPORT     3




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##### Table of Contents



Consolidated Statements of Operations
    (Unaudited)
  Three Months Ended
    June 30,



Six Months Ended
    June 30,(Thousands of
    dollars, except per share data)


2007



2006



2007



2006INTEREST INCOME:Interest and fee income on loans:Commercial


$
141,670



$
126,526



$
291,244



$
236,060Other



153




(86
)



192




1141,823




126,440




291,436




236,061Interest income  other



27,699




7,185




40,532




13,954169,522




133,625




331,968




250,015INTEREST EXPENSE:Deposits



96,001




47,654




178,006




83,654Senior Notes



3,350




3,464




6,700




7,010Junior Subordinated Debentures



2,319




2,319




4,639




4,639101,670




53,437




189,345




95,303Net interest income



67,852




80,188




142,623




154,712Provision for loan losses



(39
)



11,706




182




15,601Net interest income after provision for loan losses



67,891




68,482




142,441




139,111Other non-interest income



2,223




4,083




1,456




6,30470,114




72,565




143,897




145,415NON-INTEREST EXPENSE:Compensation and related



52,755




25,761




74,457




52,401Occupancy



4,079




3,426




9,885




6,849Other



32,824




10,701




56,691




29,52589,658




39,888




141,033




88,775INCOME (LOSS) BEFORE INCOME TAXES



(19,544
)



32,677




2,864




56,640Income tax expense (benefit)



(7,399
)



12,996




2,780




22,607Income (loss) from continuing operations



(12,145
)



19,681




84




34,033Income (loss) from discontinued operations, net of income taxes
    of $(3,181) and $21,265, and $(82,876) and $33,115 for the three
    and six months ended June 30, 2007 and 2006, respectively



(253,038
)



32,243




(855,878
)



49,578Net income (loss)


$
(265,183
)


$
51,924



$
(855,794
)



83,611EARNINGS PER SHARE:Basic:Income (loss) from continuing operations


$
(0.16
)


$
0.26



$
0.00



$
0.46Income (loss) from discontinued operations, net of income taxes



(3.29
)



0.44




(11.26
)



0.67Net income (loss)


$
(3.45
)


$
0.70



$
(11.26
)


$
1.13Diluted:Income (loss) from continuing operations


$
(0.16
)


$
0.26



$
0.00



$
0.45Income (loss) from discontinued operations, net of income taxes



(3.29
)



0.42




(11.10
)



0.65Net income (loss)


$
(3.45
)


$
0.68



$
(11.10
)


$
1.10Cash Dividends Declared per Common Share


$




$
0.11



$




$
0.22   The accompanying notes are an
    integral part of these statements.
   4     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




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##### Table of Contents



Consolidated Statements of Changes in
    Stockholders Equity (Unaudited)
  Common Stock















AccumulatedNumber of







Additional











OtherOutstanding







Paid-in



Retained



Deferred



Comprehensive(in
    thousands, except per share amounts)


Shares



Amount



Capital



Earnings



Compensation



Income



TotalBalance at December 31, 2005



77,497



$
77,497



$
341,800



$
966,112



$
(43,357
)


$
14,754



$
1,356,806Net income


















83,611














83,611Cash dividends declared  $0.22 per share


















(17,084
)













(17,084
)Reclassification of deferred compensation for restricted stock








(1,485
)



(19,417
)








20,902









Retirement of common stock



(18
)



(35
)



35



















Shares issued, acquired or allocated for employee benefit plans



389









(862
)








(20,780
)








(21,642
)Amortization of restricted stock













7,386



















7,386Shares allocated to ESOP













(1,370
)








24,315









22,945Change in cost of common stock

































held in trust























(2,376
)








(2,376
)Net change in unrealized gain on

































investments and residual interests,

































net of deferred taxes




























4,921




4,921Excess tax benefits relating to share-based

































payments













2,050



















2,050Other adjustments













(347
)








347









Balance at June 30, 2006



77,868



$
75,977



$
329,275



$
1,032,639



$
(20,949
)


$
19,675



$
1,436,617Balance at December 31, 2006



79,074



$
75,983



$
324,064



$
728,766



$
(20,694
)


$
5,838



$
1,113,957Net loss


















(855,794
)













(855,794
)Cash dividends adjustment


















34














34Adoption of FIN No. 48


















(3,387
)













(3,387
)Retirement of common stock



(389
)



(100
)



100



















Restricted stock vested








130




14,656



















14,786Shares issued, acquired or allocated for employee benefit plans



20









(2,920
)








(4,983
)








(7,903
)Amortization of restricted stock













2,195



















2,195Shares allocated to ESOP



1,285




1,285




8,249









3,334









12,868Change in cost of common stock held in trust























9,051









9,051Net change in unrealized gain on investments and residual
    interests, net of deferred taxes




























(3,867
)



(3,867
)GSOP fair value adjustment













(1,111
)








1,111









Balance at June 30, 2007



79,990



$
77,298



$
345,233



$
(130,381
)


$
(12,181
)


$
1,971



$
281,940   The accompanying notes are an
    integral part of these statements.
   2007 QUARTERLY
    REPORT     5




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##### Table of Contents



Consolidated Statements of Cash Flows
    (Unaudited)
  Six Months Ended
    June 30,(Thousands of
    dollars)


2007



2006CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)


$
(855,794
)


$
83,611Less: income (loss) from discontinued operations



(855,878
)



49,578Income from continuing operations



84




34,033Adjustments to reconcile income from continuing operations to
    net cash provided by (used in) operating activities:Provision for loan losses



182




15,601Provision for deferred income taxes



(10,614
)



9,386Depreciation and amortization



14,007




319Compensation expense related to deferred compensation plans



4,063




6,109Change in accrued interest



22,583




(20,016
)Change in other assets



(219,359
)



13,814Change in accounts payable and other liabilities



(48,853
)



(34,901
)Originations and advances funded for commercial real estate
    loans held for sale



(1,664,535
)



Payments received from and sales of commercial real estate loans
    held for sale



1,879,131




NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 
    CONTINUING OPERATIONS



(23,311
)



24,345NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 
    DISCONTINUED OPERATIONS



3,744,709




(595,079
)NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES



3,721,398




(570,734
)CASH FLOWS FROM INVESTING ACTIVITIESOriginations of loans held for investment








(1,943,078
)Payments received from and sales of loans held for investment








1,038,919Investment securities available for sale:Purchases








Maturities or repayments



188




127Net purchases of FHLB stock



86,860




(75,482
)Purchases of premises and equipment



(5,092
)



(10,736
)NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 
    CONTINUING OPERATIONS



81,956




(990,250
)NET CASH PROVIDED BY INVESTING ACTIVITIES 
    DISCONTINUED OPERATIONS



53,394




96,228NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES



135,350




(894,022
)CASH FLOWS FROM FINANCING ACTIVITIESDeposits accepted, net of repayments



(308,643
)



960,964Extinguishment of Senior Notes and LYONs








(5,933
)Dividends paid



(9,489
)



(16,269
)Excess tax benefits related to share-based payments








2,050Purchase of Company common stock for deferred compensation plans



(13,904
)



(33,403
)NET CASH PROVIDED BY (USED IN) BY FINANCING
    ACTIVITIES  CONTINUING OPERATIONS



(332,036
)



907,409NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 
    DISCONTINUED OPERATIONS



(1,060,000
)



356,000NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES



(1,392,036
)



1,263,409Increase (decrease) in cash and cash equivalents



2,464,712




(201,347
)Cash and cash equivalents at beginning of period



761,642




768,643Cash and cash equivalents at end of period


$
3,226,354



$
567,296   The accompanying notes are an
    integral part of these statements.
   6     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




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##### Table of Contents



Consolidated Statements of Comprehensive
    Income (Loss) (Unaudited)
  Three Months Ended
    June 30,


Six Months Ended
    June 30,(Thousands of
    dollars)


2007



2006


2007


2006Net income (loss)


$
(265,183
)


$
51,924


$
(855,794
)

$
83,611Other comprehensive income (loss):Net change in unrealized gains (losses) during the period:Residual interests in securitized loans



(4,847
)



11,399



(6,408
)


6,033Investment securities



(1
)



92



(2
)


2,058(4,848
)



11,491



(6,410
)


8,091Less income tax expense (benefit)



(1,923
)



4,542



(2,543
)


3,170Other comprehensive income (loss)



(2,925
)



6,949



(3,867
)


4,921Total comprehensive income (loss)


$
(268,108
)


$
58,873


$
(859,661
)

$
88,532    2007 QUARTERLY
    REPORT     7




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##### Table of Contents



Notes to Consolidated Financial
    Statements (Unaudited)
  NOTE 1 
    BASIS OF PRESENTATION
 Overview
   www.fremontgeneral.com www.sec.gov invrel@fmt.com
  Exit from Sub-prime Mortgage
    Business; Cease and Desist Order. sub-prime
    sub-prime
    Form 8-K
  Residential Real Estate
    Transactions.
   8     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Subsequent
    Events
 Commercial Real Estate
    Transaction. i i i i i i i i
  Transaction with Gerald J.
    Ford.
  Discontinued
    Operations
      2007 QUARTERLY
    REPORT     9




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##### Table of Contents



General
     Form 10-K
  NOTE
    2  RECENT ACCOUNTING STANDARDS
        10     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



NOTE 3 
    CASH AND CASH EQUIVALENTS
     June 30,

December 31,(Thousands of
    dollars)

2007

2006Cash on hand

$
256

$
248Deposits in other financial institutions


59,806


118,228Short-term money market funds


25,084


46,971FHLB shareholder transaction account


350,169


397,548Federal Reserve account


11,874


2,078Federal funds sold


243,633


U.S. Government Agency money market fund


2,189,927


169,545Short-term commercial paper


345,605


27,024Total cash and cash equivalents

$
3,226,354

$
761,642    2007 QUARTERLY
    REPORT     11




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##### Table of Contents



NOTE 4 
    DISCONTINUED OPERATIONS
 EITF 03-13, (EITF 03-13), EITF 03-13.
  Assets and Liabilities of
    Discontinued Operations
    June 30,

December 31,(Thousands of
    dollars)

2007

2006Residential real estate loans held for sale  net

$
529,101

$
4,949,747Servicing advances


263,100


92,175Mortgage servicing rights  net


62,770


101,172Residual interests in securitized loans at fair value


34,932


85,468REO


20,013


12,790Investment securities classified as available-for-sale


15,803


21,282Loans receivable


10,367


8,568Accrued interest receivable


9,105


18,572Other assets


10,122


26,146Total assets to be sold

$
955,313

$
5,315,920Loan repurchase reserve

$
214,638

$
140,923Premium repurchase reserve


436


6,878Premium recapture reserve





1,564Federal Home Loan Bank advances





1,060,000Other liabilities


60,152


97,840Total liabilities

$
275,226

$
1,307,205   Residential Real Estate Loans
    Held for Sale and Valuation
    Reserve:
   12     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Residential Real
    Estate Loans Held For Sale

June 30,


December 31,(Thousands of
    dollars)

2007


2006Loan principal balance:First trust deeds

$
851,660


$
4,843,547Second trust deeds


154,266



345,8451,005,926



5,189,392Net deferred direct origination costs


5,013



38,9401,010,939



5,228,332Valuation reserve


(481,838
)


(278,585
)Loans held for sale  net

$
529,101


$
4,949,747Loans held for sale on non-accrual status

$
146,548


$
64,652   Valuation Reserve

Three Months Ended
    June 30,


Six Months Ended
    June 30,(Thousands of
    dollars)

2007


2006


2007


2006Beginning balance

$
683,397


$
48,719


$
278,585


$
32,753Provision


124,420



29,946



517,663



47,280Discounted sales


(416,602
)


(32,110
)


(471,026
)


(49,488
)Charge-offs


(5,080
)


(3,172
)


(12,952
)


(4,870
)Transfer from repurchase reserve


95,703



31,050



169,568



48,758Ending balance

$
481,838


$
74,433


$
481,838


$
74,433   Loan Repurchase
    Reserve:
  Three Months Ended
    June 30,


Six Months Ended
    June 30,(Thousands of
    dollars)

2007


2006


2007


2006Beginning balance

$
190,209


$
23,337


$
140,923


$
14,556Provision


125,852



79,750



256,589



110,295Charge-offs for loan repricing


(5,720
)


(14,451
)


(13,306
)


(18,507
)Transfer to valuation reserve


(95,703
)


(31,050
)


(169,568
)


(48,758
)Ending balance

$
214,638


$
57,586


$
214,638


$
57,586   Premium Repurchase and Recapture
    Reserve:
  Three Months Ended
    June 30,


Six Months Ended
    June 30,(Thousands of
    dollars)

2007


2006


2007


2006Beginning balance

$
2,255


$
2,937


$
8,442


$
4,259Provision for premium recapture on repurchased loans


(8,596
)


7,462



(8,542
)


9,771Provision for standard premium recapture


(340
)


7,207



(568
)


7,629Refunds


7,117



(6,945
)


1,104



(10,998
)Ending balance

$
436


$
10,661


$
436


$
10,661    13     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Mortgage Servicing
    Rights:
  Three Months Ended
    June 30,


Six Months Ended
    June 30,(Thousands of
    dollars)

2007


2006


2007


2006Beginning balance

$
95,746


$
45,337


$
101,677


$
46,022Additions (sales)


(5,072
)


26,261



5,495



33,620Amortization


(15,169
)


(8,859
)


(31,667
)


(16,903
)Ending balance before valuation allowance


75,505



62,739



75,505



62,739Valuation allowance:Beginning balance


(2,979
)






(505
)


Provision for temporary impairment


(9,756
)






(12,230
)


Ending balance


(12,735
)






(12,735
)


Mortgage servicing rights  net

$
62,770


$
62,739


$
62,770


$
62,739Estimated fair value

$
82,133


$
68,329


$
82,133


$
68,329     June 30,


December 31,2007


2006Weighted-average life (years)


1.5



1.4Weighted-average annual prepayment speed


24.5
%


38.8
%Weighted-average annual discount rate


19.7
%


19.6
%   Residual
    Interests in Securitized
    Loans: The
    following table summarizes the activity of the Companys
    retained residual interests within discontinued operations for
    the periods indicated:
  Three Months Ended
    June 30,


Six Months Ended
    June 30,(Thousands of
    dollars)

2007


2006


2007


2006Beginning balance at fair value

$
60,773


$
90,236


$
85,468


$
170,723Additions (sales)






12,584







(64,636
)Interest accretion


7,999



15,950



14,225



32,759Cash received


(24,034
)


(16,882
)


(53,394
)


(31,592
)Change in unrealized losses


(4,848
)


11,399



(6,409
)


6,033Other-than-temporary impairment


(4,958
)


(5,752
)


(4,958
)


(5,752
)Ending balance at fair value

$
34,932


$
107,535


$
34,932


$
107,535     June 30,

December 31,(Thousands of
    dollars)

2007

2006Original principal amount of loans securitized

$
17,536,329

$
17,536,329Current principal amount of loans securitized

$
9,348,984

$
10,938,440Current delinquent principal amount (over 60 days)

$
1,681,600

$
1,142,794Inception to date credit losses (net of recoveries)

$
157,201

$
53,241     June 30,


December 31,2007


2006Weighted-average life (years)


2.0



2.5Weighted-average annual prepayment speed


25.0
%


25.0
%Weighted-average lifetime credit losses


5.5
%


5.5
%Weighted-average annual discount rate


31.4
%


24.0
%    2007 QUARTERLY
    REPORT     14




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##### Table of Contents



Operating Results of
    Discontinued Operations
  Three Months Ended
    June 30,


Six Months Ended
    June 30,(Thousands of
    dollars)

2007


2006


2007


2006Interest income

$
64,598


$
183,982


$
200,702


$
340,462Non-interest income


(249,406
)


18,507



(868,266
)


17,620Revenues from discontinued operations

$
(184,808
)

$
202,489


$
(667,564
)

$
358,082Income (loss) on sale of discontinued operations

$
(246,283
)

$
8,374


$
(876,975
)


(6,802
)Interest income


64,598



183,982



200,702



340,462Interest expense


(43,495
)


(98,807
)


(131,004
)


(175,820
)Provision for loan loss


(2
)


(1
)


(15
)


13Loan servicing income


30,831



23,482



63,667



44,831Mortgage servicing rights amortization and impairment provision


(24,986
)


(8,859
)


(47,097
)


(16,903
)Impairment on residual assets


(10,331
)


(5,752
)


(10,331
)


(5,752
)Other non-interest income


1,363



1,262



2,470



2,246Compensation and related


(18,582
)


(31,487
)


(69,403
)


(64,257
)Occupancy


(2,407
)


(4,749
)


(14,846
)


(8,956
)Other non-interest expense


(6,925
)


(13,937
)


(55,922
)


(26,369
)Income (loss) from discontinued operations

$
(256,219
)

$
53,508


$
(938,754
)

$
82,693Income tax (expense) benefit


3,181



(21,265
)


82,876



(33,115
)Income (loss) from discontinued operations, net of income taxes

$
(253,038
)

$
32,243


$
(855,878
)

$
49,578                2007 QUARTERLY
    REPORT     15




---



##### Table of Contents



NOTE 5 
    COMMERCIAL REAL ESTATE LOANS HELD FOR SALE
 i
      (Thousands of
    dollars)


June 30,



December 31,2007



2006Loans outstanding


$
6,905,677



$
6,749,316Participations sold



(642,509
)



(202,014
)Loans outstanding, net of participations sold



6,263,168




6,547,302Unamortized deferred origination fees and costs



(45,470
)



(59,804
)Loans outstanding



6,217,698




6,487,498Carrying value adjustment/allowance for loan loss



(232,465
)



(230,398
)Loans held for sale  net


$
5,985,233



$
6,257,100       (Thousands of
    dollars)


June 30,



December 31,2007



2006Non-accrual commercial real estate loans held for sale


$
946,662



$
1,110,965Restructured commercial real estate loans on accrual basis


$




$
   NOTE 6 
    REAL
    ESTATE OWNED   (Thousands of
    dollars)


June 30,



December 31,2007



2006Commercial real estate


$
65,897



$
299Valuation reserve



(63
)



Real estate owned  net


$
65,834



$
299    16     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



NOTE 7 
    EXIT
    AND DISPOSAL COSTS i No. 03-13.
  i i
  NOTE 8 
    INCOME
    TAXES   Three Months Ended
    June 30,



Six Months Ended
    June 30,(Thousands of
    dollars)


2007



2006



2007


2006Federal:Current


$
3,601



$
13,870



$
11,090


$
11,238Deferred



(9,288
)



(2,782
)



(7,536
)


8,911(5,687
)



11,088




3,554



20,149State:Current



758




3,541




2,304



1,983Deferred



(2,470
)



(1,633
)



(3,078
)


475(1,712
)



1,908




(774
)


2,458Total income tax expense (benefit)


$
(7,399
)


$
12,996



$
2,780


$
22,607      2007 QUARTERLY
    REPORT     17




---



##### Table of Contents



June 30,



December 31,(Thousands of
    dollars)


2007



2006Deferred tax assets:Mark-to-market on loans held for sale


$




$
7,398Premium recapture and repurchase reserves



90,718




62,136Allowance for loan losses



38,686




40,262Compensation related items



56,277




29,150Net operating loss carryforward



214,086




21,005Other  net



4,940




164Total deferred tax assets



404,707




160,115Deferred tax liabilities:Loan origination costs and fees



(3,375
)



(16,902
)Mortgage servicing



(25,040
)



(37,718
)State income and franchise taxes



(38,483
)



(17,924
)Total deferred tax liabilities



(66,898
)



(72,544
)Net deferred tax asset before valuation allowance



337,811




87,571Valuation allowance



(325,305
)



(34,995
)Net deferred tax asset after valuation allowance


$
12,504



$
52,576     i
         2007 QUARTERLY
    REPORT     18




---



##### Table of Contents



NOTE 9 
    DEBT 
    FREMONT GENERAL CORPORATION   June 30,


December 31,(Thousands of
    dollars)


2007


2006Senior Notes due 2009, less discount (2007  $491;
    2006  $635)


$
166,039


$
165,895Junior Subordinated Debentures



103,093



103,093$
269,132


$
268,988     NOTE 10 
    DEPOSITS,
    FHLB ADVANCES, FEDERAL RESERVE AND WAREHOUSE LINES OF
    CREDIT  FIL       Maturing by


Weighted(Thousands of
    dollars)


Amount



June 30,


Average
    Rate$
7,893,250




2008



5.28
%77,016




2009



5.68
%14,015




2010



5.05
%4,132




2011



5.04
%15,292




2012



5.19
%$
8,003,705








5.29
%       Three
    Months Ended June 30,



Six
    Months Ended June 30,(Thousands of
    dollars)


2007



2006



2007


2006Savings and money market deposit accounts


$
18,239



$
14,398



$
37,959


$
28,298Certificates of deposit



112,869




92,175




223,500



169,130Penalties for early withdrawal



(530
)



(188
)



(1,198
)


(358
)$
130,578



$
106,385



$
260,261


$
197,070          2007 QUARTERLY
    REPORT     19




---



##### Table of Contents



i
    NOTE 11 
    OTHER
    ASSETS AND LIABILITIES   June 30,



December 31,(Thousands of
    dollars)


2007



2006OTHER ASSETSFederal and state(s) income taxes receivable


$
287,266



$
220,936Assets held in SERP  mutual funds



33,992




33,536Other



13,602




14,460Total other assets


$
334,860



$
268,932   June 30,



December 31,(Thousands of
    dollars)


2007



2006OTHER LIABILITIESDeferred compensation obligation


$
42,390



$
52,926Accounts payable



40,994




30,256Accrued interest payable



37,517




29,884Accrued incentive compensation



11,115




32,368Restricted stock accrual



5,333




14,786Accrued ESOP expense








15,664Other



32,294




34,702Total other liabilities


$
169,643



$
210,586   NOTE 12 
    SHARE-BASED
    PAYMENTS   Stock
    Options
    2007 QUARTERLY
    REPORT     20




---



##### Table of Contents



Restricted
    Stock Awards
     WeightedAverageNumber of



Grant DateShares



Fair ValueNonvested at December 31, 2006



3,091,640



$
16.50Granted



20,000




7.40Vested



(849,010
)



18.23Forfeited



(388,946
)



15.11Nonvested at June 30, 2007



1,873,684



$
15.89     NOTE 13 
    DEFERRED
    COMPENSATION       June 30,



December 31,(Thousands of
    dollars)


2007



2006SERP and EBP


$
9,158



$
18,209GSOP



3,023




2,485Total deferred compensation


$
12,181



$
20,694   NOTE 14 
    INDUSTRIAL
    BANK REGULATORY CAPITAL      2007 QUARTERLY
    REPORT     21




---



##### Table of Contents



June 30, 2007Actual



Minimum Required(Thousands of
    dollars, except percents)


Amount



Ratio



Amount



RatioTier-1 Leverage Capital


$
536,174




4.53
%


$
591,723




5.00
%Risk-Based Capital:Tier-1



536,174




5.19
%



1,445,727




14.00
%Total



536,345




5.19
%



1,032,662




10.00
%   December 31,
    2006Actual



Minimum Required(Thousands of
    dollars, except percents)


Amount



Ratio



Amount



RatioTier-1 Leverage Capital


$
1,326,563




10.09
%


$
657,061




5.00
%Risk-Based Capital:Tier-1



1,326,563




8.77
%



907,639
*



6.00
%*Total



1,392,814




9.21
%



1,512,732




10.00
%   *
    Based on the terms of the order, as of December 31, 2006
    the minimum required amount and ratio would have been $2,117,824
    and 14%, respectively.    June 30,



December 31,(Thousands of
    dollars)


2007



2006Common stockholders equity at FIL


$
536,167



$
1,326,557Less: Disallowed portion of deferred tax assets and mortgage
    servicing rights








Net unrealized losses on available-for-sale securities



7




6Total Tier-1 Capital



536,174




1,326,563Add: Allowable portion of the allowance for loan losses



171




66,251Total Risk-Based Capital
    (Tier-1 and
    Tier-2)


$
536,345



$
1,392,814   NOTE 15 
    COMMITMENTS
    AND CONTINGENCIES   Legal
    Actions:
   Enron
    Corp., et al v. J.P. Morgan Securities, et
    al:
 No. 03-92677,
   2007 QUARTERLY
    REPORT     22




---



##### Table of Contents



The
    Bank of New York v. Fremont General Corporation:
 No. 03-9238,
  Fremont
    Indemnity Company (in Liquidation) v. Fremont General
    Corporation, et al:
   and/or
        Fremont
    Indemnity Company (in Liquidation as Successor in Interest to
    Comstock Insurance Company) v. Fremont General Corporation,
    et al:
    23     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Gerling
    Global Reinsurance Corporation of America v. Fremont
    General Corporation, et al:
         Insurance
    Commissioner v. Rampino, et al:
   Order
    to Cease & Desist:
    24     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



ERISA
    Complaints:
   Securities
    Complaints:
   NAACP
    Litigation:
   Massachusetts
    Attorney General Action:
   NOTE 16 
    OPERATIONS
    BY REPORTABLE SEGMENT   i
   2007 QUARTERLY
    REPORT     25




---



##### Table of Contents



2007 QUARTERLY
    REPORT     26




---



##### Table of Contents



Commercial


Corporate and


Intersegment


Total(Thousands of
    dollars)

Real
    Estate


Retail
    Banking


Eliminations


ConsolidatedThree months ended June 30, 2007Total revenues

$
142,588


$
107,644


$
(78,487
)

$
171,745Net interest income

$
63,183


$
4,669


$



$
67,852Provision for loan losses


39











39Other non-interest income


918



1,305







2,223Compensation


(12,802
)


(39,953
)






(52,755
)Occupancy


(914
)


(3,165
)






(4,079
)Other non-interest expense


(2,342
)


(30,482
)






(32,824
)Allocations


(1,787
)


1,787







Income (loss) before income taxes


46,295



(65,839
)






(19,544
)Income tax benefit














7,399Income (loss) from continuing operations


46,295



(65,839
)






(12,145
)Loss from discontinued operations, net of income taxes














(253,038
)Net income (loss)

$
46,295


$
(65,839
)

$



$
(265,183
)Assets  continuing operations

$
6,095,239


$
3,628,492


$
(1,958
)

$
9,721,773Assets  discontinued operations














955,313Total consolidated assets

$
6,095,239


$
3,628,492


$
(1,958
)

$
10,677,086 Commercial


Corporate and


Intersegment


Total(Thousands of
    dollars)

Real
    Estate


Retail
    Banking


Eliminations


ConsolidatedThree months ended June 30, 2006Total revenues

$
130,743


$
68,365


$
(61,400
)

$
137,708Net interest income

$
65,126


$
15,062


$



$
80,188Provision for loan losses


(11,706
)










(11,706
)Other non-interest income


4,217



(134
)






4,083Compensation


(6,868
)


(18,893
)






(25,761
)Occupancy


(748
)


(2,678
)






(3,426
)Other non-interest expense


4,948



(15,649
)






(10,701
)Allocations


(1,282
)


1,282







Income (loss) before income taxes


53,687



(21,010
)






32,677Income tax expense














(12,996
)Income (loss) from continuing operations


53,687



(21,010
)






19,681Income from discontinued operations, net of income taxes














32,243Net income (loss)

$
53,687


$
(21,010
)

$



$
51,924Assets  continuing operations

$
5,559,496


$
991,627






$
6,551,123Assets  discontinued operations














6,365,955Total consolidated assets

$
5,559,496


$
991,627






$
12,917,078   2007 QUARTERLY
    REPORT     27




---



##### Table of Contents



Commercial


Corporate and


Intersegment


Total(Thousands of
    dollars)

Real
    Estate


Retail
    Banking


Eliminations


ConsolidatedSix months ended June 30, 2007Total revenues

$
291,218


$
201,038


$
(158,832
)

$
333,424Net interest income

$
132,412


$
10,211






$
142,623Provision for loan losses


(182
)










(182
)Other non-interest income


(26
)


1,482







1,456Compensation


(19,453
)


(55,004
)






(74,457
)Occupancy


(1,837
)


(8,048
)






(9,885
)Other non-interest expense


256



(56,947
)






(56,691
)Allocations


(3,411
)


3,411







Income (loss) before income taxes


107,759



(104,895
)






2,864Income tax expense














(2,780
)Income (loss) from continuing operations


107,759



(104,895
)






84Loss from discontinued operations, net of income taxes














(855,878
)Net income (loss)

$
107,759


$
(104,895
)





$
(855,794
)Assets  continuing operations

$
6,095,239


$
3,628,492


$
(1,958
)


9,721,773Assets  discontinued operations














955,313Total consolidated assets

$
6,095,239


$
3,628,492


$
(1,958
)

$
10,677,086 Commercial


Corporate and


Intersegment


Total(Thousands of
    dollars)

Real
    Estate


Retail
    Banking


Eliminations


ConsolidatedSix months ended June 30, 2006Total revenues

$
241,800


$
126,522


$
(112,003
)

$
256,319Net interest income

$
124,064


$
30,648






$
154,712Provision for loan losses


(15,597
)


(4
)






(15,601
)Other non-interest income


5,740



564







6,304Compensation


(13,494
)


(38,907
)






(52,401
)Occupancy


(1,457
)


(5,392
)






(6,849
)Other non-interest expense


544



(30,069
)






(29,525
)Allocations


(2,494
)


2,494







Income (loss) before income taxes


97,306



(40,666
)






56,640Income tax expense














(22,607
)Income (loss) from continuing operations


97,306



(40,666
)






34,033Income from discontinued operations, net of income taxes














49,578Net income (loss)

$
97,306


$
(40,666
)





$
83,611Assets  continuing operations

$
5,559,496


$
991,627






$
6,551,123Assets  discontinued operations














6,365,955Total consolidated assets

$
5,559,496


$
991,627






$
12,917,078    28     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



NOTE 17 
    EARNINGS PER SHARE
   Three Months Ended


Six Months EndedJune 30,


June 30,(Thousands of shares
    and dollars, except per share data)

2007


2006


2007


2006Income (loss) from continuing operations(numerator for basic and diluted earnings per share)

$
(12,145
)

$
19,681


$
84


$
34,033Weighted-average shares(denominator for basic earnings per share)


76,866



74,517



75,998



74,025Effect of dilutive securities using the treasury stock method
    for restricted stock and stock options:Employee benefit plans






1,245



1,100



1,195Restricted stock






440







426Stock options






77







88Dilutive potential common shares






1,762



1,100



1,709Adjusted weighted-average shares(denominator for diluted earnings per share)


76,866



76,279



77,098



75,734Potentially dilutive shares related to employee benefit plans
    not included above since they are antidilutive


1,031











Basic earnings per share from continuing operations

$
(0.16
)

$
0.26


$
0.00


$
0.46Diluted earnings per share from continuing operations

$
(0.16
)

$
0.26


$
0.00


$
0.45     NOTE 18 
    SUBSEQUENT EVENTS
 i
   2007 QUARTERLY
    REPORT     29




---



##### Table of Contents



Item 2. Managements Discussion
    and Analysis of
    Financial Condition and Results of Operations
  OVERVIEW
       lease-up
         2007 QUARTERLY
    REPORT     30




---



##### Table of Contents



Form 10-K
  CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
   Form 10-K
         31     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



EARNINGS
    PERFORMANCE
       Net
    Interest Income
   Residential
    real estate loans
      Commercial
    real estate loans
     2007 QUARTERLY
    REPORT     32




---



##### Table of Contents



Short
    term investments
    Deposits
    Broker
    Deposits
    Net
    Interest Income Table
      Three Months Ended
    June 30,2007



2006Average







Yield/



Average







Yield/(Thousands of
    dollars, except percents)


Balance



Interest



Cost



Balance



Interest



CostInterest-earning
    assets(1):Commercial real estate loans


$
6,226,741



$
141,670




9.13
%


$
5,560,025



$
126,526




9.13
%Cash equivalents and investment securities



1,899,359




27,852




5.88
%



651,366




7,099




4.37
%Total interest-earning assets


$
8,126,100



$
169,522




8.37
%


$
6,211,391



$
133,625




8.63
%Interest-bearing liabilities:Time deposits


$
8,577,053



$
112,339




5.25
%


$
8,081,385



$
92,027




4.57
%Savings deposits



1,682,574




18,239




4.35
%



1,521,289




14,358




3.79
%Senior Notes due 2009



166,530




3,350




8.05
%



171,994




3,464




8.06
%LYONs




























Junior Subordinated Debentures



103,093




2,319




9.00
%



103,093




2,319




9.00
%Interest-bearing liabilities allocated to discontinued operations



(2,406,174
)



(34,577
)



5.76
%



(4,133,719
)



(58,731
)



5.70
%Total interest-bearing liabilities


$
8,123,076



$
101,670




5.02
%


$
5,744,042



$
53,437




3.73
%Net interest income







$
67,852













$
80,188Percent of average interest-earning assets:Interest income













8.37
%













8.63
%Interest expense













5.02
%













3.45
%Net interest margin













3.35
%













5.18
%  (1)
    
    Average loan balances include
    non-accrual loan balances.   2007 QUARTERLY
    REPORT     33




---



##### Table of Contents



Three Months Ended
    June 30, 2007 Compared to 2006Change Due To(Thousands of
    dollars)


Volume(1)



Rate



TotalCash equivalent and investment securities


$
18,300



$
2,453



$
20,753Commercial real estate loans



15,169




(25
)



15,144Total increase in interest income



33,469




2,428




35,897Time deposits



(6,492
)



(13,820
)



(20,312
)Savings deposits



(1,748
)



(2,133
)



(3,881
)Senior Notes due 2009



114









114Junior Subordinated Debentures













Interest-bearing liabilities allocated to discontinued operations



(24,825
)



671




(24,154
)Total (increase) in interest expense



(32,951
)



(15,282
)



(48,233
)Increase / (decrease) in net interest income


$
518



$
(12,854
)


$
(12,336
)  (1)
    
    Changes in rate/volume are
    allocated to change in volume.  Six Months Ended
    June 30,2007



2006Average







Yield/



Average







Yield/(Thousands of
    dollars, except percents)


Balance



Interest



Cost



Balance



Interest



CostInterest-earning
    assets(1):Commercial real estate loans


$
6,467,066



$
291,244




9.08
%


$
5,297,643



$
236,060




8.99
%Cash equivalents and investment securities



1,431,780




40,724




5.74
%



581,601




13,955




4.84
%Total interest-earning assets


$
7,898,846



$
331,968




8.48
%


$
5,879,244



$
250,015




8.58
%Interest-bearing liabilities:Time deposits


$
8,568,877



$
222,302




5.23
%


$
7,753,930



$
168,836




4.39
%Savings deposits



1,724,086




37,959




4.44
%



1,550,445




28,234




3.67
%Senior Notes due 2009



166,530




6,700




8.05
%



174,076




7,010




8.05
%LYONs




























Junior Subordinated Debentures



103,093




4,639




9.00
%



103,093




4,639




9.00
%Interest-bearing liabilities allocated to discontinued operations



(2,845,477
)



(82,255
)



5.83
%



(4,200,148
)



(113,416
)



5.45
%%Total interest-bearing liabilities


$
7,717,109



$
189,345




4.95
%


$
5,381,396



$
95,303




3.57
%Net interest income







$
142,623













$
154,712Percent of average interest-earning assets:Interest income













8.48
%













8.58
%Interest expense













4.83
%













3.27
%Net interest margin













3.65
%













5.31
%  (1)
    
    Average loan balances include
    non-accrual loan balances.    34     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




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##### Table of Contents



Six Months Ended
    June 30, 2007 Compared to 2006Change Due To(Thousands of
    dollars)


Volume(1)



Rate



TotalCash equivalent and investment securities


$
24,182



$
2,587



$
26,769Commercial real estate loans



52,665




2,519




55,184Total increase in interest income



76,847




5,106




81,953Time deposits



(21,142
)



(32,324
)



(53,466
)Savings deposits



(3,823
)



(5,902
)



(9,725
)Senior Notes due 2009



310









310Junior Subordinated Debentures













Interest-bearing liabilities allocated to discontinued operations



(39,160
)



7,999




(31,161
)Total (increase) in interest expense



(63,815
)



(30,227
)



(94,042
)Increase / (decrease) in net interest income


$
13,032



$
(25,121
)


$
(12,089
)  (1)
    
    Changes in rate/volume are
    allocated to change in volume.  Non-Interest
    Expense
       i
   2007 QUARTERLY
    REPORT     35




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##### Table of Contents



Three Months
    Ended


Six Months EndedJune 30,


June 30,(Thousands of
    dollars)


2007


2006


2007

2006Legal, professional and other outside services


$
11,452


$
5,978


$
21,510

$
11,116Information technology



2,841



4,334



6,572


7,424Printing, supplies and postage



691



1,323



1,326


2,632Advertising and promotion



1,057



1,208



3,113


3,587Auto and travel



766



1,284



1,943


2,304Leasing and loan expense



900



206



1,340


448Net real estate owned expenses



166



(8,159
)


249


(6,967
)Telephone



867



748



1,600


1,402All other



14,084



3,779



19,038


7,579Total other expenses


$
32,824


$
10,701


$
56,691

$
29,525   Income
    Taxes
        Discontinued
    Operations
          36     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




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##### Table of Contents



Review of
    Financial Condition
  Commercial
    Real Estate Loans Held for Sale
 i
      June 30,



December 31,(Thousands of
    dollars, except percents)


2007



2006Non-accrual loans held for sale


$
946,662



$
1,110,965Real estate owned / foreclosed assets


$
65,833



$
299Accruing loans receivable past due 90 days or more


$




$
Restructured loans on accrual status


$




$
Delinquent loans 60 days past due or greater


$
370,218



$
98,747Non-accrual loans to loans held for sale



15.23
%



17.12
%      2007 QUARTERLY
    REPORT     37




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##### Table of Contents



Assets
    and Liabilities of Discontinued Operations
   LIQUIDITY
    AND CAPITAL RESOURCES
   Number
    of(Thousands of
    dollars)


Accounts


DepositsSavings and money market deposit accounts



39,393


$
1,677,440Certificates of deposit:Retail



139,505



6,723,778Brokered



N/M



1,279,927Total deposits






$
9,681,145N/M = not meaningful     i
         38     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



OFF-BALANCE
    SHEET ACTIVITIES
     FORWARD
    LOOKING STATEMENTS
 This report may contain forward-looking
    statements within the meaning of Section 27A of the
    Securities Act of 1933 and Section 21E of the Securities
    Exchange Act of 1934, and are made pursuant to the safe harbor
    provisions of the Private Securities Litigation Reform Act of
    1995. Such forward-looking statements and the currently reported
    results are based upon our current expectations and beliefs
    concerning future developments and their potential effects upon
    us. These statements and our results reported herein are not
    guarantees of future performance or results and there can be no
    assurance that actual developments and economic performance will
    be as anticipated by us. Actual developments
    and/or
    results may differ significantly and adversely from our expected
    or currently reported results as a result of significant risks,
    uncertainties and factors, often beyond our control (as well as
    the various assumptions utilized in determining our
    expectations), and which include, but are not limited to, the
    following:
  
    the impact of the Companys withdrawal from the
    sub-prime residential real estate mortgage loan origination
    business;
    the impact of the sale of FILs commercial real estate
    lending business and related loan portfolio;
    the uncertainty of the closing of an investment in FIL or
    Fremont General by an entity controlled by Gerald J. Ford
    and the ability of the Company to enter into any alternative
    transactions;
    the ability of the Company to enter into new lending
    businesses;
    the variability of general and specific economic conditions
    and trends, and changes in, and the level of, interest rates;
    the impact of competition and pricing environments on deposit
    products;   2007 QUARTERLY
    REPORT     39




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##### Table of Contents




    the ability to access the necessary capital resources in a
    cost-effective manner to fund our operations;
    our ability to sell our existing residential real estate
    loans held for sale and the prices obtained for such loans;
    our ability to realize the full principal amount of the
    participation interest in the commercial real estate loan
    portfolio sold to iStar;
    the impact of changes in the commercial real estate markets,
    in particular the housing market, and changes in the fair values
    of our assets and loans, including the value of the underlying
    real estate collateral;
    the ability to service, collect and realize the amounts
    outstanding, and the timing thereof, of loans and foreclosed
    real estate;
    the ability to appropriately estimate an adequate level for
    the valuation reserve for loans held for sale, the loan
    repurchase reserve and the premium recapture reserve, as well as
    the fair value of the retained mortgage servicing rights and
    residual interests in securitizations;
    changes in various economic and other factors which influence
    the timing and ultimate realization of the cash flows supporting
    our estimate of fair value for our residual interests in
    securitized loans and mortgage servicing rights;
    the effect of certain determinations or actions taken by, or
    the inability to secure regulatory approvals from, the Federal
    Deposit Insurance Corporation, the Department of Financial
    Institutions of the State of California or other regulatory
    bodies on various matters;
    the impact of the Order on the Companys ability to
    conduct its business;
    our ability to maintain cash flow, including at the Fremont
    General level, sufficient for us to meet our debt service and
    other obligations;
    the ability to maintain effective compliance with laws and
    regulations and control expenses;
    the impact and cost of adverse state and federal legislation
    and regulations, litigation, court decisions and changes in the
    judicial or regulatory climate;
    the impact of changes in federal and state tax laws and
    interpretations, including tax rate changes, and the effect of
    any adverse outcomes from the resolution of issues with taxing
    authorities;
    the ability to maintain an effective system of internal and
    financial disclosure controls, and to identify and remediate any
    control deficiencies, under the requirements of Section 404
    of the Sarbanes-Oxley Act of 2002; and
    other events, risks and uncertainties discussed elsewhere in
    this
    Form 10-Q
    and from time to time in our other reports, press releases and
    filings with the Securities and Exchange Commission.  We undertake no obligation to publicly update such
    forward-looking statements.
  Item 3.Quantitative And Qualitative
    Disclosures About Market Risk
  MARKET
    RISK
    40     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




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##### Table of Contents



Form 10-K
  Item 4.Controls And Procedures
  EVALUATION
    OF DISCLOSURE CONTROLS AND PROCEDURES
 Rule 13a-15(e) Rules 13a-15(f) 15d-15(f).
    Form 10-K
     2007 QUARTERLY
    REPORT     41




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##### Table of Contents



Form 10-Q
    
    The grading of some commercial loans were not consistent with
    the Companys loan grading guidelines; and
    the valuation methodology used for collateral dependant loans
    was inappropriate.    Form 10-Q
  REMEDIATION
    OF MATERIAL WEAKNESSES
     CHANGES
    IN INTERNAL CONTROL OVER FINANCIAL REPORTING
    42     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




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##### Table of Contents



Item 1.Legal Proceedings
    Enron
    Corp., Et Al V. J.P. Morgan Securities, Et
    Al:
 No. 03-92677,
  The
    Bank of New York V. Fremont General Corporation:
 No. 03-9238,
  Fremont
    Indemnity Company (In Liquidation) V. Fremont General
    Corporation, Et Al:
   and/or
     2007 QUARTERLY
    REPORT     43




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##### Table of Contents



Fremont
    Indemnity Company (In Liquidation as Successor in Interest to
    Comstock Insurance Company) V. Fremont General Corporation,
    Et Al:
     Gerling
    Global Reinsurance Corporation of America V. Fremont
    General Corporation, Et Al:
          44     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




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##### Table of Contents



Insurance
    Commissioner V. Rampino, Et Al:
   Order
    to Cease & Desist:
     ERISA
    Complaints:
   Securities
    Complaints:
   NAACP
    Litigation:
    2007 QUARTERLY
    REPORT     45




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##### Table of Contents



Massachusetts
    Attorney General Action:
   Item 1A.Risk Factors
  Form 10-K
  Item 2.Unregistered Sales of Equity
    Securities and Use of Proceeds
  ISSUER
    PURCHASES OF EQUITY SECURITIES
 (d) Maximum
    Number(c) Total Number
    of

(or ApproximateShares (or Units)

Dollar Value) of(a) Total Number

(b) Average

Purchased as Part

Shares (or Units)of Shares

Price Paid

of Publicly

that May Yet Be(or Units)

per Share

Announced Plans

Purchased Under
    thePeriod

Purchased(1)

(or
    Unit)(2)

or Programs

Plans or
    Programs(3)April 1-30, 2007


1,136

$
7.10


1,136May 1-31, 2007


55,027

$
12.73


55,027June 1-30, 2007


42,598

$
12.24


42,598TOTAL


98,761

$
12.45


98,761


1,425,628  (1)
    
    Shares of common stock acquired by
    the Company through purchases of shares under certain employee
    benefit plans at fair value.(2)
    
    The average price per share was
    $12.45 for the three months ended June 30, 2007.(3)
    
    A repurchase program for four
    million shares was announced to the public on February 27,
    2003, and a repurchase program for an additional four million
    shares was announced to the public on May 19, 2005.   46     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Item 6.
    Exhibits  Exhibit
    No.


Description2.1


Asset Purchase Agreement, dated as of May 21, 2007, between
    Fremont Investment & Loan and iStar Financial Inc.
    (Incorporated by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K
    filed on May 24, 2007, Commission File Number
    001-08007)3.1


Restated Articles of Incorporation of Fremont General
    Corporation. (Incorporated by reference to Exhibit 3.1 to
    the Registrants Quarterly Report on
    Form 10-Q,
    for the period ended June 30, 1998, Commission File Number
    001-08007)3.2


Certificate of Amendment of Articles of Incorporation of Fremont
    General Corporation. (Incorporated by reference to
    Exhibit 3.2 to the Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 1998, Commission
    File Number
    001-08007)3.3(a)


Amended and Restated By-Laws of Fremont General Corporation.
    (Incorporated by reference to Exhibit 3.3 to the
    Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 1995, Commission
    File Number
    001-08007)3.3(b)


Fremont General Corporation Bylaw Amendment Adopted by the Board
    of Directors on November 20, 2003. (Incorporated by
    reference to Exhibit 3.3(b) to the Registrants Annual
    Report on
    Form 10-K,
    for the fiscal year ended December 31, 2003, Commission
    File Number
    001-08007)3.3(c)


Fremont General Corporation Bylaw Amendment Adopted by the Board
    of Directors on March 16, 2004. (Incorporated by reference
    to Exhibit 3.3(c) to the Registrants Quarterly Report
    on
    Form 10-Q,
    for the period ended June 30, 2004, Commission File Number
    001-08007)4.1


Form of Stock Certificate for Common Stock of the Registrant.
    (Incorporated by reference to Exhibit 4.1 to the
    Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 2000, Commission
    File Number
    001-08007)4.2


Indenture with respect to the 9% Junior Subordinated Debentures
    among the Registrant, the Trust and Bank of New York (originated
    with First Interstate Bank of California), a New York Banking
    Corporation, as trustee. (Incorporated by reference to
    Exhibit 4.3 to the Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 1995, Commission
    File Number
    001-08007)4.3


Amended and Restated Declaration of Trust with respect to the 9%
    Trust Originated Preferred Securities among the Registrant,
    the Regular Trustees, Bank of New York, a Delaware banking
    corporation, as Delaware trustee, and Bank of New York, N.A., a
    national banking association, as Institutional Trustee.
    (Incorporated by reference to Exhibit 4.5 to the
    Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 1995, Commission
    File Number
    001-08007)4.4


Preferred Securities Guarantee Agreement between the Registrant
    and Bank of New York, N.A., a national banking association, as
    Preferred Guarantee Trustee. (Incorporated by reference to
    Exhibit 4.6 to the Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 1995, Commission
    File Number
    001-08007)4.5


Common Securities Guarantee Agreement by the Registrant.
    (Incorporated by reference to Exhibit 4.7 to the
    Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 1995, Commission
    File Number
    001-08007)4.6


Form of Preferred Securities. (Included in Exhibit 4.5).
    (Incorporated by reference to Exhibit 4.8 to the
    Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 1995, Commission
    File Number
    001-08007)4.7


Form of Restricted Stock Agreement. (Incorporated by reference
    to Exhibit 4.2 to the Registrants Registration
    Statement on
    Form S-8
    filed on May 18, 2006, Registration Number
    333-134236)4.8


Form of Nonqualified Stock Option Agreement. (Incorporated by
    reference to Exhibit 4.3 to the Registrants
    Registration Statement on
    Form S-8
    filed on May 18, 2006, Registration Number
    333-134236)4.9


Investment Agreement, dated as of May 21, 2007, by and
    among the Registrant, Fremont Investment & Loan and
    Hunters Glen/Ford, Ltd. (Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed on May 24, 2007, Commission File Number
    001-08007)4.10


Form of Exchange and Shareholder Rights Agreement. (Incorporated
    by reference to Exhibit 4.2 to the Registrants
    Current Report on
    Form 8-K
    filed on May 24, 2007, Commission File Number
    001-08007)4.11


Form of Warrant. (Incorporated by reference to Exhibit 4.3
    to the Registrants Current Report on
    Form 8-K
    filed on May 24, 2007, Commission File Number
    001-08007)4.12


Form of Certificate of Determination. (Incorporated by reference
    to Exhibit 4.4 to the Registrants Current Report on
    Form 8-K
    filed on May 24, 2007, Commission File Number
    001-08007)10.1(a)*


Employment Agreement between the Registrant and Alan W. Faigin
    dated April 11, 2007. (Incorporated by reference to Exhibit 10.1
    to the Registrants Current Report on Form 8-K filed on
    April 17, 2007, Commission File Number 001-08007)10.1(b)*


Letter Agreement between the Registrant and Alan W. Faigin dated
    April 2, 2007. (Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on Form 8-K filed on August 28,
    2007, Commission File Number 001-08007)10.1(c)*


Letter Agreement Amendment between the Registrant and Alan W.
    Faigin dated August 27, 2007. (Incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on Form 8-K
    filed on August 28, 2007, Commission File Number 001-08007)10.2*


Employment Agreement between the Registrant and Patrick E. Lamb
    dated April 11, 2007.  (Incorporated by reference to Exhibit
    10.2 to the Registrants Current Report on Form 8-K filed
    on April 17, 2007, Commission File Number 001-08007)10.3(a)*


Management Continuity Agreement among the Registrant, Fremont
    Investment & Loan and Ronald J. Nicolas, Jr. dated April 3,
    2007. (Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on Form 8-K filed on July 12,
    2007, Commission File Number 001-08007)   2007 QUARTERLY
    REPORT     47




---



##### Table of Contents



Exhibit
    No.


Description10.3(b)*


Letter Agreement between Fremont Investment & Loan and
    Ronald J. Nicolas, Jr. dated April 3, 2007. (Incorporated by
    reference to Exhibit 10.2 to the Registrants Current
    Report on Form 8-K filed on July 12, 2007, Commission File
    Number 001-08007)10.3(c)*


Letter Agreement between the Registrant and Ronald J. Nicolas,
    Jr. dated August 27, 2007. (Incorporate by reference to Exhibit
    10.2 to the Registrants Current Report on Form 8-K filed
    on August 28, 2007, Commission File Number 001-08007)10.4


Form of Loan Participation Agreement. (Incorporated by reference
    to Exhibit 10.1 to the Registrants Current Report on Form
    8-K filed on May 24, 2007, Commission File Number 001-08007)31.1


Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.31.2


Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.32.1


Certification pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.   *
    
    Management or compensatory plans or
    arrangements. With respect to long-term debt instruments, the
    Registrant undertakes to provide copies of such agreements upon
    request by the Commission.   48     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



SIGNATURES
   FREMONT GENERAL CORPORATIONDate: October 8, 2007

/s/ LOUIS J. RAMPINOLouis J. RampinoPresident and Chief Executive OfficerDate: October 8, 2007

/s/ RONALD J. NICOLAS, JR.Ronald J. Nicolas, Jr.Senior Vice President, Chief Financial Officer,
    Chief Accounting Officer and Treasurer(Principal Accounting Officer)    2007 QUARTERLY
    REPORT     S-1