##### Table of Contents



United States Securities and
    Exchange Commission
 Washington, D.C. 20549
  Form 10-Q
  (Mark One)
  þ Quarterly Report Under
    Section 13 or 15(d) of the Securities Exchange Act
    of 1934
      o Transition
    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

October 31,
    2007Common Stock, $1.00 par value


79,630,085




---



##### 



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


Financial Statements


1Consolidated Balance Sheets
    September 30, 2007 (Unaudited) and December 31, 2006


1Consolidated Statements of Operations
    Three and Nine Months Ended September 30, 2007 and 2006
    (Unaudited)


2Consolidated Statements of Changes in
    Stockholders Equity
    September 30, 2007 and 2006 (Unaudited)


3Consolidated Statements of Cash Flows
    Nine Months Ended September 30, 2007 and 2006
    (Unaudited)


4Consolidated Statements of Comprehensive Income
    (Loss)
    Three and Nine Months Ended September 30, 2007 and 2006
    (Unaudited)


5Notes to Consolidated Financial Statements
    (Unaudited)


6Item 2.


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


27Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


37Item 4.


Controls and Procedures


38PART
    II  OTHER INFORMATIONItem 1.


Legal Proceedings


39Item 1A.


Risk Factors


39Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


39Item 3  5.


Not applicableItem 6.


Exhibits


40Signatures


S-1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




---



##### Table of Contents



Item 1.
    Financial
    Statements  Fremont
    General Corporation and Subsidiaries


 Consolidated Balance Sheets
  September 30,


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

2007


2006(Unaudited)ASSETSCash and cash equivalents

$
2,658,068


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


1,175,858



633Federal Home Loan Bank stock at cost


25,925



111,860Loans held for investment  net


2,116



6,257,306Commercial real estate participation


3,624,260



Accrued interest receivable


32,231



53,497Real estate owned  net






299Premises and equipment  net


24,647



67,859Deferred income taxes  net






52,576Other assets


341,137



268,932Assets of discontinued operations held for sale


906,825



5,315,920TOTAL ASSETS

$
8,791,067


$
12,890,524LIABILITIESDeposits:Savings accounts

$
954,686


$
1,101,137Money market deposit accounts


419,815



586,158Certificates of deposit


6,586,025



8,302,4937,960,526



9,989,788Senior Notes due 2009


166,111



165,895Junior Subordinated Debentures


103,093



103,093Other liabilities


141,929



210,586Liabilities of discontinued operations held for sale


114,450



1,307,205TOTAL LIABILITIES


8,486,109



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  79,630,000 and 2006  79,074,000)


78,117



75,983Additional paid-in capital


344,535



324,064Retained earnings


(112,023
)


728,766Deferred compensation


(8,005
)


(20,694
)Accumulated other comprehensive income


2,334



5,838TOTAL STOCKHOLDERS EQUITY


304,958



1,113,957TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
8,791,067


$
12,890,524   The accompanying notes are an
    integral part of these statements.
   2007 QUARTERLY
    REPORT     1




---



##### Table of Contents



Fremont
    General Corporation and Subsidiaries
    Consolidated Statements of Operations (Unaudited)
  Three Months Ended
    September 30,

Nine Months Ended
    September 30,(Thousands of
    dollars, except per share data)

2007


2006

2007


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

$
1,444


$
144,305

$
292,688


$
380,365Other


129






321



11,573



144,305


293,009



380,366Interest income  other


128,601



8,883


169,133



22,837130,174



153,188


462,142



403,203INTEREST EXPENSE:Deposits


99,442



56,747


277,448



140,401Senior Notes


3,351



3,388


10,051



10,398Junior Subordinated Debentures


2,319



2,320


6,958



6,959105,112



62,455


294,457



157,758Net interest income


25,062



90,733


167,685



245,445Provision for loan losses


151



12,687


333



28,288Net interest income after provision for loan losses


24,911



78,046


167,352



217,157NON-INTEREST INCOME:Gain on sale of commercial real estate loans


16,289






16,289



Other non-interest income


49,600



4,825


51,056



11,12965,889



4,825


67,345



11,129NON-INTEREST EXPENSE:Compensation and related


14,356



25,134


88,813



77,535Occupancy


3,060



3,279


12,945



10,128Other


19,450



19,591


76,141



49,11636,866



48,004


177,899



136,779INCOME BEFORE INCOME TAXES


53,934



34,867


56,798



91,507Income tax expense


21,738



12,190


24,518



34,797Income from continuing operations


32,196



22,677


32,280



56,710Income (loss) from discontinued operations, net of income taxes
    of $(9,480) and $4,986, and $(92,356) and $38,101 for the three
    and nine months ended September 30, 2007 and 2006,
    respectively


(13,895
)


6,848


(869,773
)


56,426Net income (loss)

$
18,301


$
29,525

$
(837,493
)

$
113,136EARNINGS PER SHARE:Basic:Income from continuing operations

$
0.42


$
0.31

$
0.42


$
0.77Income (loss) from discontinued operations, net of income taxes


(0.18
)


0.09


(11.39
)


0.76Net income (loss)

$
0.24


$
0.40

$
(10.97
)

$
1.53Diluted:Income from continuing operations

$
0.41


$
0.30

$
0.42


$
0.75Income (loss) from discontinued operations, net of income taxes


(0.18
)


0.09


(11.25
)


0.74Net income (loss)

$
0.23


$
0.39

$
(10.83
)

$
1.49CASH DIVIDENDS DECLARED PER COMMON SHARE

$



$
0.11

$



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




---



##### Table of Contents



Fremont
    General Corporation and Subsidiaries
    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














113,136











113,136Cash dividends declared  $0.33 per share














(25,621
)










(25,621
)Reclassification of deferred compensation for restricted stock






(1,485
)


(19,417
)






20,902







Retirement of common stock


(41
)






















Shares issued, acquired or allocated for employee benefit plans


406







(1,673
)






(23,036
)






(24,709
)Amortization of restricted stock










11,074















11,074Shares allocated to ESOP










(1,370
)






24,315







22,945Change in cost of common stock held in trust


















(1,718
)






(1,718
)Net change in unrealized gain on investments and residual
    interests, net of deferred taxes






















2,405



2,405Excess tax benefits relating to share-based payments










2,050















2,050GSOP fair value adjustment










(755
)






755







Balance at September 30, 2006


77,862


$
76,012


$
331,709


$
1,053,627


$
(22,139
)

$
17,159


$
1,456,368Balance at December 31, 2006


79,074


$
75,983


$
324,064


$
728,766


$
(20,694
)

$
5,838


$
1,113,957Net loss














(837,493
)










(837,493
)Cash dividends adjustment














93











93Adoption of FIN No. 48














(3,389
)










(3,389
)Retirement of common stock


(1,088
)






















Restricted stock vested






849



13,937















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


359







(2,920
)






(5,187
)






(8,107
)Amortization of restricted stock










4,361















4,361Shares allocated to ESOP


1,285



1,285



8,249







3,334







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


















11,386







11,386Net change in unrealized gain on investments and residual
    interests, net of deferred taxes






















(3,504
)


(3,504
)GSOP fair value adjustment










(3,156
)






3,156







Balance at September 30, 2007


79,630


$
78,117


$
344,535


$
(112,023
)

$
(8,005
)

$
2,334


$
304,958   The accompanying notes are an
    integral part of these statements.
   2007 QUARTERLY
    REPORT     3




---



##### Table of Contents



Fremont
    General Corporation and Subsidiaries
    Consolidated Statements of Cash Flows (Unaudited)
  Nine Months Ended
    September 30,(Thousands of
    dollars)

2007


2006CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)

$
(837,493
)

$
113,136Less: income (loss) from discontinued operations


(869,773
)


56,426Income from continuing operations


32,280



56,710Adjustments to reconcile income from continuing operations to
    net cash provided by operating activities:Provision for loan losses


333



28,288Provision for deferred income taxes


14,267



6,669Depreciation and amortization


16,227



11,898Compensation expense related to deferred compensation plans


273



4,872Change in accrued interest


34,720



(28,711
)Change in other assets


(226,924
)


(34,043
)Change in accounts payable and other liabilities


(110,375
)


(31,392
)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


3,731,306



NET CASH PROVIDED BY OPERATING ACTIVITIES  CONTINUING
    OPERATIONS


1,827,572



14,291NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 
    DISCONTINUED OPERATIONS


3,626,653



(114,595
)NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES


5,454,225



(100,304
)CASH FLOWS FROM INVESTING ACTIVITIESOriginations of loans held for investment






(3,068,122
)Payments received from and sales of loans held for investment






1,711,609Investment securities available for sale:Purchases


(1,307,516
)


(4,352
)Maturities or repayments


132,187



210Net purchases of FHLB stock


85,935



(12,972
)Payments received from commercial real estate participation


576,948



Purchases of premises and equipment


(5,126
)


(16,064
)NET CASH USED IN INVESTING ACTIVITIES  CONTINUING
    OPERATIONS


(517,572
)


(1,389,691
)NET CASH PROVIDED BY INVESTING ACTIVITIES 
    DISCONTINUED OPERATIONS


72,634



75,987NET CASH USED IN INVESTING ACTIVITIES


(444,938
)


(1,313,704
)CASH FLOWS FROM FINANCING ACTIVITIESDeposits accepted, net of repayments


(2,029,262
)


957,499Extinguishment of Senior Notes






(9,636
)Dividends paid


(9,489
)


(24,806
)Excess tax benefits related to share-based payments






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


(14,110
)


(40,601
)NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 
    CONTINUING OPERATIONS


(2,052,861
)


884,506NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 
    DISCONTINUED OPERATIONS


(1,060,000
)


281,000NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES


(3,112,861
)


1,165,506Increase (decrease) in cash and cash equivalents


1,896,426



(248,502
)Cash and cash equivalents at beginning of period


761,642



768,643Cash and cash equivalents at end of period

$
2,658,068


$
520,141   The accompanying notes are an
    integral part of these statements.
   4     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Fremont
    General Corporation and Subsidiaries
    Consolidated Statements of Comprehensive Income (Loss)
    (Unaudited)
  Three Months Ended
    September 30,


Nine Months Ended
    September 30,(Thousands of
    dollars)

2007


2006


2007


2006Net income (loss)

$
18,301


$
29,525


$
(837,493
)

$
113,136Other comprehensive income (loss):Net change in unrealized gains (losses) during the period:Residual interests in securitized loans


(1,999
)


(4,023
)


(8,408
)


2,010Investment securities


2,608



(149
)


2,607



1,909609



(4,172
)


(5,801
)


3,919Less income tax expense (benefit)


246



(1,656
)


(2,297
)


1,514Other comprehensive income (loss)


363



(2,516
)


(3,504
)


2,405Total comprehensive income (loss)

$
18,664


$
27,009


$
(840,997
)

$
115,541    2007 QUARTERLY
    REPORT     5




---



##### Table of Contents



Fremont
    General Corporation and Subsidiaries 
    Notes to Consolidated Financial Statements (Unaudited)
  NOTE 1 
    BASIS
    OF PRESENTATION  Overview
    Exit from Sub-prime Mortgage
    Business; Cease and Desist Order.
      Tier-1 Form 8-K
  Residential Real Estate
    Transactions.
   6     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Commercial Real Estate
    Transaction. i i i i i i i i
  Third Quarter
    Operations. i
  Subsequent
    Events
  Transaction with Gerald J.
    Ford.
  Stockholder Rights
    Plan.
   2007 QUARTERLY
    REPORT     7




---



##### Table of Contents



Discontinued
    Operations
      General
       8     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Form 10-K
  NOTE 2 
    RECENT ACCOUNTING STANDARDS
           2007 QUARTERLY
    REPORT     9




---



##### Table of Contents



NOTE 3 
    CASH AND CASH EQUIVALENTS
    September 30,

December 31,(Thousands of
    dollars)

2007

2006Cash on hand

$
584

$
248Deposits in other financial institutions


2,520


118,228FHLB shareholder transaction account


10,000


397,548Federal Reserve account


370,699


2,078U.S. Government, Agency and money market funds


2,227,103


169,545Short-term money market funds


47,162


46,971Short-term commercial paper





27,024Total cash and cash equivalents

$
2,658,068

$
761,642     NOTE 4 
    INVESTMENT SECURITIES CLASSIFIED AS AVAILABLE-FOR-SALE
    Amortized


Unrealized


Unrealized


Fair(Thousands of
    dollars)

Cost


Gains


Losses


ValueAgency mortgage-backed securities classified as
    available-for-sale

$
1,174,751


$
1,123


$
(16
)

$
1,175,858    10     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



NOTE 5 
    PARTICIPATION INTEREST
  i i i
  Three
    Months Ended(Thousands of
    dollars)

September 30,
    2007Beginning balance

$
Participation interest received


4,201,208Principal payments


(576,948
)Ending balance

$
3,624,260     NOTE 6 
    DISCONTINUED OPERATIONS
  EITF 03-13, (EITF 03-13), EITF 03-13.
   2007 QUARTERLY
    REPORT     11




---



##### Table of Contents



Assets and Liabilities of Discontinued Operations
    September 30,

December 31,(Thousands of
    dollars)

2007

2006Residential real estate loans held for sale  net

$
511,738

$
4,949,747Servicing advances


264,242


92,175Mortgage servicing rights  net


47,974


101,172Real Estate Owned


26,532


12,790Residual interests in securitized loans at fair value


16,728


85,468Loans receivable


10,917


8,568Accrued interest receivable


5,118


18,572Investment securities classified as available-for-sale


16,295


21,282Other assets


7,281


26,146Total assets to be sold

$
906,825

$
5,315,920Loan repurchase reserve

$
100,104

$
140,923Premium repurchase and recapture reserves


61


8,442Federal Home Loan Bank advances





1,060,000Other liabilities


14,285


97,840Total liabilities

$
114,450

$
1,307,205   Residential Real Estate Loans
    Held for Sale and Valuation
    Reserve:
  Residential Real
    Estate Loans Held For Sale

September 30,


December 31,(Thousands of
    dollars)

2007


2006Loan principal balance:First trust deeds

$
836,977


$
4,843,547Second trust deeds


155,335



345,845992,312



5,189,392Net deferred direct origination costs


3,682



38,940995,994



5,228,332Valuation reserve


(484,256
)


(278,585
)Loans held for sale  net

$
511,738


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

$
221,500


$
64,652   Valuation Reserve

Three Months Ended
    September 30,


Nine Months Ended
    September 30,(Thousands of
    dollars)

2007


2006


2007


2006Beginning balance

$
481,838


$
74,433


$
278,585


$
32,753Provision


5,321



39,820



522,984



87,100Discounted sales


(103,004
)


(61,928
)


(574,031
)


(111,416
)Charge-offs


(18,405
)


(4,419
)


(31,356
)


(9,289
)Transfer from repurchase reserve


118,506



48,379



288,074



97,137Ending balance

$
484,256


$
96,285


$
484,256


$
96,285    12     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Servicing
    Advances:
  Mortgage Servicing
    Rights:
  Three Months Ended
    September 30,


Nine Months Ended
    September 30,(Thousands of
    dollars)

2007


2006


2007


2006Beginning balance

$
75,505


$
62,739


$
101,677


$
46,022Additions (sales)






35,119



5,495



68,739Amortization


(7,302
)


(12,975
)


(38,969
)


(29,878
)Ending balance before valuation allowance


68,203



84,883



68,203



84,883Valuation allowance:Beginning balance


(12,735
)






(505
)


Provision for temporary impairment


(7,494
)






(19,724
)


Ending balance


(20,229
)






(20,229
)


Mortgage servicing rights  net

$
47,974


$
84,883


$
47,974


$
84,883Estimated fair value

$
53,279


$
90,967


$
53,279


$
90,967     September 30,


December 31,2007


2006Weighted-average life (years)


1.8



1.4Weighted-average annual prepayment speed


25.4
%


38.8
%Weighted-average annual discount rate


19.8
%


19.6
%   Residual Interests in
    Securitized Loans:
  Three Months Ended
    September 30,


Nine Months Ended
    September 30,(Thousands of
    dollars)

2007


2006


2007


2006Beginning balance at fair value

$
34,932


$
107,535


$
85,468


$
170,723Additions (sales)






22,642







(41,994
)Interest accretion


7,184



8,946



21,409



41,705Cash received


(19,240
)


(2,401
)


(72,634
)


(33,993
)Change in unrealized losses


(1,999
)


(4,023
)


(8,408
)


2,010Other-than-temporary impairment


(4,149
)






(9,107
)


(5,752
)Ending balance at fair value

$
16,728


$
132,699


$
16,728


$
132,699    2007 QUARTERLY
    REPORT     13




---



##### Table of Contents



September 30,

December 31,(Thousands of
    dollars)

2007

2006Original principal amount of loans securitized

$
17,536,329

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

$
8,809,326

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

$
1,891,265

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

$
188,577

$
53,241     September 30,


December 31,2007


2006Weighted-average life (years)


2.6



2.5Weighted-average annual prepayment speed


28.2
%


25.0
%Weighted-average lifetime credit losses


5.7
%


5.5
%Weighted-average annual discount rate


35.0
%


24.0
%   Loan Repurchase
    Reserve:
  Three Months Ended
    September 30,


Nine Months Ended
    September 30,(Thousands of
    dollars)

2007


2006


2007


2006Beginning balance

$
214,638


$
57,586


$
140,923


$
14,556Provision


9,047



31,184



265,636



141,479Charge-offs for loan repricing


(5,075
)


(6,199
)


(18,381
)


(24,706
)Transfer to valuation reserve


(118,506
)


(48,379
)


(288,074
)


(97,137
)Ending balance

$
100,104


$
34,192


$
100,104


$
34,192   Premium Repurchase and Recapture
    Reserve:
  Three Months Ended
    September 30,


Nine Months Ended
    September 30,(Thousands of
    dollars)

2007


2006


2007


2006Beginning balance

$
436


$
10,661


$
8,442


$
4,259Provision for premium recapture on repurchased loans


(11,523
)


2,858



(20,065
)


12,629Provision for standard premium recapture






2,855



(568
)


10,484Refunds


11,148



(10,041
)


12,252



(21,039
)Ending balance

$
61


$
6,333


$
61


$
6,333    14     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Operating
    Results of Discontinued Operations
 Three Months
    Ended


Nine Months EndedSeptember 30,


September 30,(Thousands of
    dollars)

2007


2006


2007


2006Interest income

$
16,954


$
144,379


$
217,656


$
484,841Non-interest income


3,142



4,918



(865,124
)


22,538Revenues from discontinued operations

$
20,096


$
149,297


$
(647,468
)

$
507,379Loss on sale of discontinued operations

$
(4,141
)

$
(9,623
)

$
(881,116
)

$
(16,425
)Interest income


16,954



144,379



217,656



484,841Interest expense


(15,357
)


(86,270
)


(146,361
)


(262,090
)Provision for loan loss


15



(5
)






8Loan servicing income


26,647



26,427



90,314



71,258Mortgage servicing rights amortization and impairment provision


(14,796
)


(12,975
)


(61,893
)


(29,878
)Impairment on residual interests


(5,148
)






(15,479
)


(5,752
)Other non-interest income


580



1,089



3,050



3,335Compensation and related


(13,959
)


(29,868
)


(83,362
)


(94,125
)Occupancy


(4,879
)


(4,929
)


(19,725
)


(13,885
)Other non-interest expense


(9,291
)


(16,391
)


(65,213
)


(42,760
)Income (loss) from discontinued operations


(23,375
)


11,834



(962,129
)


94,527Income tax (expense) benefit


9,480



(4,986
)


92,356



(38,101
)Income (loss) from discontinued operations, net of income taxes

$
(13,895
)

$
6,848


$
(869,773
)

$
56,426                2007 QUARTERLY
    REPORT     15




---



##### Table of Contents



NOTE 7 
    REAL
    ESTATE OWNED    September 30,

December 31,(Thousands of
    dollars)

2007

2006Commercial real estate

$


$
299Valuation reserve





Real estate owned  net

$


$
299     NOTE 8 
    SALE
    OF COMMERCIAL REAL ESTATE LOANS AND EXIT AND DISPOSAL
    COSTS  i No. 03-13. i
  (Thousands of
    dollars)SALE OF COMMERCIAL REAL ESTATE LOANSLoans outstanding (gross)

$
6,270,667Accrued interest


43,219Discount


(268,942
)Net price


6,044,944Loans outstanding


6,263,168Unamortized deferred origination fees and costs


(45,470
)Carrying value adjustment


(232,465
)Accrued interest and other


41,568Commercial real estate loans carrying value and accrued interest


6,026,801Gain on sale of commercial real estate loans

$
18,143   (Thousands of
    dollars)SALE OF COMMERCIAL REAL ESTATE ASSETSCash received

$
50,000Carrying value of assets sold


2,486Gain on sale of other assets

$
47,514    16     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



i i i
  i
  NOTE 9 
    INCOME
    TAXES    Three Months Ended
    September 30,


Nine Months Ended
    September 30,(Thousands of
    dollars)

2007


2006


2007

2006Federal:Current

$
(2,606
)

$
15,495


$
8,484

$
26,732Deferred


20,572



(2,715
)


13,035


6,19617,966



12,780



21,519


32,928State:Current


(538
)


(588
)


1,767


1,396Deferred


4,310



(2
)


1,232


4733,772



(590
)


2,999


1,869Total income tax expense (benefit)

$
21,738


$
12,190


$
24,518

$
34,797       September 30,


December 31,(Thousands of
    dollars)

2007


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

$



$
7,398Premium recapture and repurchase reserves


42,249



62,136Allowance for loan losses


2,053



40,262Compensation related items


53,453



29,150Net operating loss carryforward


262,556



21,005Other  net


9,144



164Total deferred tax assets


369,455



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






(16,902
)Mortgage servicing


(19,716
)


(37,718
)State income and franchise taxes


(37,653
)


(17,924
)Total deferred tax liabilities


(57,369
)


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


312,086



87,571Valuation allowance


(312,086
)


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

$



$
52,576    2007 QUARTERLY
    REPORT     17




---



##### Table of Contents



NOTE 10 
    OTHER
    NON-INTEREST EXPENSE    Three Months
    Ended

Nine Months EndedSeptember 30,

September 30,(Thousands of
    dollars)

2007


2006

2007


2006Legal, professional and other outside services

$
11,551


$
7,445

$
33,061


$
18,561Information technology


2,142



4,520


8,714



11,944Printing, supplies and postage


722



1,235


2,048



3,867Advertising and promotion


651



1,811


3,764



5,398Auto and travel


536



1,285


2,479



3,589Leasing and loan


28



252


1,368



700Net real estate owned


(4,574
)


176


(4,325
)


(6,791
)Telephone


428



617


2,028



2,019FDIC and DFI


6,702



383


25,438



2,370Other


1,264



1,867


1,566



7,459Total other non-interest expense

$
19,450


$
19,591

$
76,141


$
49,116   NOTE 11 
    DEBT 
    FREMONT GENERAL CORPORATION    September 30,

December 31,(Thousands of
    dollars)

2007

2006Senior Notes due 2009, less discount (2007  $419;
    2006  $635)

$
166,111

$
165,895Junior Subordinated Debentures


103,093


103,093Total

$
269,204

$
268,988      18     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



NOTE 12 
    DEPOSITS,
    FHLB ADVANCES, FEDERAL RESERVE AND WAREHOUSE LINES OF
    CREDIT  FIL        (Thousands of
    dollars, except percents)WeightedMaturing by
    September 30,

Amount

Average Rate2008

$
6,479,981


5.18
%2009


76,444


5.63
%2010


10,476


4.88
%2011


10,167


5.26
%2012


8,957


4.99
%$
6,586,025


5.18
%       Three Months Ended
    September 30,


Nine Months Ended
    September 30,(Thousands of
    dollars)

2007


2006


2007


2006Savings and money market deposit accounts

$
15,949


$
15,917


$
53,908


$
44,215Certificates of deposit


99,175



97,973



322,675



267,102Penalties for early withdrawal


(392
)


(186
)


(1,590
)


(543
)Total interest expense

$
114,732


$
113,704


$
374,993


$
310,774         i
   2007 QUARTERLY
    REPORT     19




---



##### Table of Contents



NOTE 13 
    OTHER
    ASSETS AND LIABILITIES    September 30,

December 31,(Thousands of
    dollars)

2007

2006OTHER ASSETSFederal and state(s) income taxes receivable

$
287,180

$
220,936Assets held in SERP  mutual funds


26,377


33,536Other


27,580


14,460Total other assets

$
341,137

$
268,932   September 30,

December 31,(Thousands of
    dollars)

2007

2006OTHER LIABILITIESAccounts payable

$
51,542

$
30,256Deferred compensation obligation


28,650


52,926Accrued interest payable


27,060


29,884Accrued incentive compensation


9,724


32,368Restricted stock accrual


2,351


14,786Accrued ESOP expense





15,664Other


22,602


34,702Total other liabilities

$
141,929

$
210,586   NOTE 14 
    SHARE-BASED
    PAYMENTS    Stock
    Options
   Restricted
    Stock Awards
    20     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



WeightedAverageNumber of


Grant DateShares


Fair ValueNonvested at December 31, 2006


3,091,640


$
16.50Granted


359,000



5.47Vested


(849,010
)


18.23Forfeited


(1,088,370
)


15.38Nonvested at September 30, 2007


1,513,260


$
13.69     NOTE 15 
    DEFERRED
    COMPENSATION        September 30,

December 31,(Thousands of
    dollars)

2007

2006SERP and EBP

$
6,823

$
18,209GSOP


1,182


2,485Total deferred compensation

$
8,005

$
20,694   NOTE 16 
    INDUSTRIAL
    BANK REGULATORY CAPITAL    Tier-1
   2007 QUARTERLY
    REPORT     21




---



##### Table of Contents



September 30,
    2007MinimumActual


Required(Thousands of
    dollars, except percents)

Amount

Ratio


Amount

RatioTier-1 Leverage Capital

$
548,331


5.70
%

$
1,345,617


14.00
%Risk-Based Capital:Tier-1


548,331


10.45
%


314,837


6.00
%Total


548,640


10.46
%


524,728


10.00
%   December 31,
    2006MinimumActual


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
    consented to on March 7, 2007, the minimum required amount
    and ratio would have been $1,839,772 and 14%, respectively.    September 30,


December 31,(Thousands of
    dollars)

2007


2006Common stockholders equity at FIL

$
549,917


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


(23
)


Net unrealized losses on available-for-sale securities


(1,563
)


6Total Tier-1 Capital


548,331



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


309



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

$
548,640


$
1,392,814   NOTE 17 
    COMMITMENTS
    AND CONTINGENCIES  Cleanup
    Call:
   Termination
    Benefits:
 Form 10-K
  Cease
    and Desist Order:
 and/or
   22     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Legal
    Actions:
     Morgan
    Stanley v. Fremont Investment &
    Loan
   NOTE 18 
    OPERATIONS
    BY REPORTABLE SEGMENT    i
  i
           2007 QUARTERLY
    REPORT     23




---



##### Table of Contents



Commercial


Corporate
    and


Intersegment


Total(Thousands of
    dollars)

Real
    Estate


Retail
    Banking


Eliminations


ConsolidatedThree months ended September 30, 2007Total revenues

$
90,274


$
155,285


$
(49,496
)

$
196,063Net interest income

$
22,636


$
2,426


$



$
25,062Provision for loan losses


(151
)










(151
)Other non-interest income


18,142



47,747







65,889Compensation


1,100



(15,456
)






(14,356
)Occupancy


637



(3,697
)






(3,060
)Other non-interest expense


4,290



(23,740
)






(19,450
)Allocations














Income before income taxes


46,654



7,280







53,934Income tax expense














(21,738
)Income from continuing operations


46,654



7,280







32,196Loss from discontinued operations, net of income taxes














(13,895
)Net income (loss)

$
46,654


$
7,280


$



$
18,301Assets  continuing operations

$
33,401


$
7,852,573


$
(1,732
)

$
7,884,242Assets  discontinued operations














906,825Total consolidated assets

$
33,401


$
7,852,573


$
(1,732
)

$
8,791,067   Commercial


Corporate
    and


Intersegment


Total(Thousands of
    dollars)

Real
    Estate


Retail
    Banking


Eliminations


ConsolidatedThree months ended September 30, 2006Total revenues

$
148,861


$
82,664


$
(73,512
)

$
158,013Net interest income

$
70,794


$
19,939


$



$
90,733Provision for loan losses


(12,687
)










(12,687
)Other non-interest income


4,556



269







4,825Compensation


(8,216
)


(16,918
)






(25,134
)Occupancy


(791
)


(2,488
)






(3,279
)Other non-interest expense


(2,302
)


(17,289
)






(19,591
)Allocations


(1,269
)


1,269







Income (loss) before income taxes


50,085



(15,218
)






34,867Income tax expense














(12,190
)Income (loss) from continuing operations


50,085



(15,218
)






22,677Income from discontinued operations, net of income taxes














6,848Net income (loss)

$
50,085


$
(15,218
)

$



$
29,525Assets  continuing operations

$
6,009,650


$
885,150






$
6,894,800Assets  discontinued operations














5,907,936Total consolidated assets

$
6,009,650


$
885,150






$
12,802,736    24     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Commercial


Corporate
    and


Intersegment


Total(Thousands of
    dollars)

Real
    Estate


Retail
    Banking


Eliminations


ConsolidatedNine months ended September 30, 2007Total revenues

$
381,492


$
356,323


$
(208,328
)

$
529,487Net interest income

$
155,048


$
12,637






$
167,685Provision for loan losses


(333
)










(333
)Other non-interest income


18,116



49,229







67,345Compensation


(18,353
)


(70,460
)






(88,813
)Occupancy


(1,200
)


(11,745
)






(12,945
)Other non-interest expense


4,546



(80,687
)






(76,141
)Allocations


(3,411
)


3,411







Income (loss) before income taxes


154,413



(97,615
)






56,798Income tax expense














(24,518
)Income (loss) from continuing operations


154,413



(97,615
)






32,280Loss from discontinued operations, net of income taxes














(869,773
)Net income (loss)

$
154,413


$
(97,615
)





$
(837,493
)Assets  continuing operations

$
33,401


$
7,852,573


$
(1,732
)


7,884,242Assets  discontinued operations














906,825Total consolidated assets

$
33,401


$
7,852,573


$
(1,732
)

$
8,791,067   Commercial


Corporate
    and


Intersegment


Total(Thousands of
    dollars)

Real
    Estate


Retail
    Banking


Eliminations


ConsolidatedNine months ended September 30, 2006Total revenues

$
390,661


$
209,186


$
(185,515
)

$
414,332Net interest income

$
194,858


$
50,587






$
245,445Provision for loan losses


(28,284
)


(4
)






(28,288
)Other non-interest income


10,296



833







11,129Compensation


(21,710
)


(55,825
)






(77,535
)Occupancy


(2,248
)


(7,880
)






(10,128
)Other non-interest expense


(1,758
)


(47,358
)






(49,116
)Allocations


(3,763
)


3,763







Income (loss) before income taxes


147,391



(55,884
)






91,507Income tax expense














(34,797
)Income (loss) from continuing operations


147,391



(55,884
)






56,710Income from discontinued operations, net of income taxes














56,426Net income (loss)

$
147,391


$
(55,884
)





$
113,136Assets  continuing operations

$
6,009,650


$
885,150






$
6,894,800Assets  discontinued operations














5,907,936Total consolidated assets

$
6,009,650


$
885,150






$
12,802,736    2007 QUARTERLY
    REPORT     25




---



##### Table of Contents



NOTE 19 
    EARNINGS
    PER SHARE    Three Months
    Ended

Nine Months EndedSeptember 30,

September 30,(In Thousands,
    except per share amounts)

2007

2006

2007

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

$
32,196

$
22,677

$
32,280

$
56,710Weighted-average shares(denominator for basic earnings per share)


77,113


74,498


76,371


74,187Effect of dilutive securities using the treasury stock method
    for restricted stock and stock options:Employee benefit plans


704


1,221


974


1,201Restricted stock





366





406Stock options





16





64Dilutive potential common shares


704


1,603


974


1,671Adjusted weighted-average shares (denominator for diluted
    earnings per share)


77,817


76,101


77,345


75,858Potentially dilutive shares related to restricted stock not
    included above since they are antidilutive


915





766


Basic earnings per share from continuing operations

$
0.42

$
0.31

$
0.42

$
0.77Diluted earnings per share from continuing operations

$
0.41

$
0.30

$
0.42

$
0.75     NOTE 20 
    SUBSEQUENT
    EVENTS           26     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  OVERVIEW
   i i
    i
      Form 10-K Form 10-Q
  CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
    2007 QUARTERLY
    REPORT     27




---



##### Table of Contents



Form 10-K
      i
  EARNINGS
    PERFORMANCE
      28     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Net
    Interest Income
    Residential
    real estate loans
      Commercial
    real estate loans
    Cash
    and Short term investments
       2007 QUARTERLY
    REPORT     29




---



##### Table of Contents



i
  Deposits
    Broker
    Deposits
    Net
    Interest Income Table
      Three Months Ended
    September 30,2007


2006Average





Yield/


Average





Yield/(Thousands of
    dollars, except percents)

Balance


Interest


Cost


Balance


Interest


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

$
4,078,203


$
72,131



7.02
%

$
6,059,445


$
144,306



9.45
%Cash equivalents and investment securities


3,954,807



58,043



5.82
%


568,547



8,882



6.20
%Total interest-earning assets

$
8,033,010


$
130,174



6.43
%

$
6,627,992


$
153,188



9.17
%Interest-bearing liabilities:Time deposits

$
7,503,513


$
98,783



5.22
%

$
7,865,020


$
99,037



5.00
%Savings deposits


1,512,846



15,949



4.18
%


1,536,547



14,667



3.79
%Senior Notes due 2009


166,530



3,350



8.05
%


168,323



3,388



8.05
%Junior Subordinated Debentures


103,093



2,320



9.00
%


103,093



2,320



9.00
%Interest-bearing liabilities allocated to discontinued operations


(1,049,425
)


(15,290
)


5.78
%


(3,746,014
)


(56,957
)


6.03
%Total interest-bearing liabilities

$
8,236,557


$
105,112



5.06
%

$
5,926,969


$
62,455



4.18
%Net interest income





$
25,062










$
90,733Percent of average interest-earning assets:Interest income










6.43
%










9.17
%Interest expense










5.19
%










3.74
%Net interest margin










1.24
%










5.43
%  (1)
    
    Average loan balances include
    non-accrual loan balances.    30     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



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

Volume(1)


Rate


TotalCash equivalent and investment securities

$
49,699


$
(538
)

$
49,161Participation interest/Commercial real estate loans


(35,042
)


(37,133
)


(72,175
)Increase (decrease) in interest income


14,657



(37,671
)


(23,014
)Time deposits


4,759



(4,505
)


254Savings deposits


250



(1,532
)


(1,282
)Senior Notes due 2009


38







38Junior Subordinated Debentures










Interest-bearing liabilities allocated to discontinued operations


(39,289
)


(2,378
)


(41,667
)Increase in interest expense


(34,242
)


(8,415
)


(42,657
)Decrease in net interest income

$
(19,585
)

$
(46,086
)

$
(65,671
)  (1)
    
    Changes in rate/volume are
    allocated to change in volume.  Nine Months Ended
    September 30,2007


2006Average





Yield/


Average





Yield/(Thousands of
    dollars, except percents)

Balance


Interest


Cost


Balance


Interest


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

$
5,662,028


$
363,375



8.58
%

$
5,554,367


$
380,365



9.16
%Cash equivalents and investment securities


2,288,691



98,767



5.77
%


586,274



22,838



5.21
%Total interest-earning assets

$
7,950,719


$
462,142



7.77
%

$
6,140,641


$
403,203



8.78
%Interest-bearing liabilities:Time deposits

$
8,209,853


$
321,085



5.23
%

$
7,791,367


$
267,873



4.60
%Savings deposits


1,652,899



53,908



4.36
%


1,545,762



42,901



3.71
%Senior Notes due 2009


166,530



10,051



8.05
%


172,137



10,398



8.05
%Junior Subordinated Debentures


103,093



6,959



9.00
%


103,093



6,959



9.00
%Interest-bearing liabilities allocated to discontinued operations


(2,231,809
)


(97,546
)


5.84
%


(4,055,554
)


(170,373
)


5.62
%Total interest-bearing liabilities

$
7,900,566


$
294,457



4.98
%

$
5,556,805


$
157,758



3.80
%Net interest income





$
167,685










$
245,445Percent of average interest-earning assets:Interest income










7.77
%










8.78
%Interest expense










4.95
%










3.43
%Net interest margin










2.82
%










5.35
%  (1)
    
    Average loan balances include
    non-accrual loan balances.    2007 QUARTERLY
    REPORT     31




---



##### Table of Contents



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

Volume(1)


Rate


TotalCash equivalent and investment securities

$
73,467


$
2,462


$
75,929Participation interest/Commercial real estate loans


6,909



(23,899
)


(16,990
)Increase (decrease) in interest income


80,376



(21,437
)


58,939Time deposits


(16,367
)


(36,845
)


(53,212
)Savings deposits


(3,494
)


(7,513
)


(11,007
)Senior Notes due 2009


347







347Junior Subordinated Debentures










Interest-bearing liabilities allocated to discontinued operations


(79,711
)


6,884



(72,827
)Increase in interest expense


(99,225
)


(37,474
)


(136,699
)Decrease in net interest income

$
(18,849
)

$
(58,911
)

$
(77,760
)  (1)
    
    Changes in rate/volume are
    allocated to change in volume.  Non-Interest
    Income
  i
  Non-Interest
    Expense
          i
   32     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Three Months
    Ended


Nine Months EndedSeptember 30,


September 30,(Thousands of
    dollars)

2007


2006


2007


2006Legal, professional and other outside services

$
11,551


$
7,445


$
33,061


$
18,561Information technology


2,142



4,520



8,714



11,944Printing, supplies and postage


722



1,235



2,048



3,867Advertising and promotion


651



1,811



3,764



5,398Auto and travel


536



1,285



2,479



3,589Leasing and loan


28



252



1,368



700Net real estate owned


(4,574
)


176



(4,325
)


(6,791
)Telephone


428



617



2,028



2,019FDIC and DFI


6,702



383



25,438



2,370Other


1,264



1,867



1,566



7,459Total other non-interest expense

$
19,450


$
19,591


$
76,141


$
49,116   Income
    Taxes
        Discontinued
    Operations
           2007 QUARTERLY
    REPORT     33




---



##### Table of Contents



REVIEW
    OF FINANCIAL CONDITION
  Cash
    and Investments
    Participation
    Interest
  i
  Assets
    and Liabilities of Discontinued Operations
    LIQUIDITY
    AND CAPITAL RESOURCES
     34     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Number
    of(Thousands of
    dollars, except number of accounts)

Accounts


DepositsSavings and money market deposit accounts


36,267


$
1,374,501Certificates of deposit:Retail


125,434



5,926,136Brokered


53



659,889Total deposits


161,754


$
7,960,526     i
               2007 QUARTERLY
    REPORT     35




---



##### 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 ability of the Company to enter into or complete any
    strategic transaction;
    the ability of the Company to use its NOLs to reduce future
    tax payments;
    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;
    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;   36     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents




    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
         2007 QUARTERLY
    REPORT     37




---



##### 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).
    REMEDIATION
    OF MATERIAL WEAKNESSES
  Form 10-K Form 10-Q
      CHANGES
    IN INTERNAL CONTROL OVER FINANCIAL REPORTING
     38     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Item 1. Legal Proceedings
    Form 10-K
  Morgan
    Stanley v. Fremont Investment & Loan:
    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)July 1-31, 2007


5,542

$
10.32


5,542August 1-31, 2007


5,015

$
4.65


5,015September 1-30, 2007


763

$
5.31


763TOTAL


11,320

$
7.47


11,320


1,414,308  (1)
    
    Shares of common stock acquired by
    the Company through purchases of shares from participants under
    certain employee benefit plans at fair value.(2)
    
    The average price per share was
    $7.47 for the three months ended September 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.   2007 QUARTERLY
    REPORT     39




---



##### 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)3
.3(d)

Fremont General Corporation Bylaw Amendment Adopted by the Board
    of Directors on October 22, 2007. (Incorporated by
    reference to the Registrants Current Report on
    Form 8-K
    filed on October 23, 2007)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

Rights Agreement, dated as of October 23, 2007, by and
    between the Company and Mellon Investor Services LLC.
    (Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    filed on October 24, 2007)4
.3

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
.4

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
.5

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
.6

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
.7

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
.8

Indenture dated as of March 1, 1999 between the Registrant
    and JP Morgan Chase Bank (originated as The first National Bank
    of Chicago), as trustee. (Incorporated by reference to
    Exhibit 4.9 to the Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 1998, Commission
    File Number
    001-08007)4
.9

Registration Rights Agreement among the Registrant and Merrill
    Lynch, Pierce, Fenner & Smith Incorporated, Credit
    Suisse First Boston Corporation, Goldman, Sachs & Co.,
    and Warburg Dillon Read LLC (Incorporated by reference to
    Exhibit 4.10 to the Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 1998, Commission
    File Number
    001-08007)   40     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES




---



##### Table of Contents



Exhibit
    No.

Description4
.10

Form of Fremont General Corporation 7.875% Senior Notes due
    2009. (Incorporated by reference to Exhibit 4.11 to the
    Registrants Annual Report on
    Form 10-K,
    for the fiscal year ended December 31, 1998, Commission
    File Number
    001-08007)4
.11

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
.12

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)10
.1(a)*

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(b)*

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(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)10
.2(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
.2(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)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.   2007 QUARTERLY
    REPORT     41




---



##### Table of Contents



Date: November 8, 2007

/s/  LOUIS
    J. RAMPINOLouis
    J. RampinoPresident and Chief Executive Officer   Date: November 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)    S-1     FREMONT
    GENERAL CORPORATION AND SUBSIDIARIES