SEC FORM 5/A

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MCINTYRE JAMES ALBERT

(Last)

(First)

(Middle)

2425 OLYMPIC BOULEVARD, 3RD FLOOR

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FREMONT GENERAL CORP [ FMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/31/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽²⁾	01/30/2004	01/30/2004	4A	266.3⁽³⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	266.3⁽¹⁾	$18.71	99,936.6	I	by SERP
Phantom Stock	⁽²⁾	03/10/2004	03/12/2004	4A	5,412.1		⁽⁴⁾	⁽⁵⁾	Common Stock	5,412.1⁽¹⁾	$25.51	105,348.6	I	by SERP
Phantom Stock	⁽²⁾	03/17/2004	03/19/2004	4A	15,947.4		⁽⁴⁾	⁽⁵⁾	Common Stock	15,947.4⁽¹⁾	$27.78	121,296.1	I	by SERP
Phantom Stock	⁽²⁾	03/17/2004	03/19/2004	4A	133.4		⁽⁴⁾	⁽⁵⁾	Common Stock	133.4⁽¹⁾	$27.67	121,429.5	I	by SERP
Phantom Stock	⁽²⁾	03/18/2004	03/22/2004	4A	21,295.6		⁽⁴⁾	⁽⁵⁾	Common Stock	21,295.6⁽¹⁾	$6.63	142,725.1	I	by SERP
Phantom Stock	⁽²⁾	04/02/2004	04/06/2004	4A	139.2		⁽⁴⁾	⁽⁵⁾	Common Stock	139.2⁽¹⁾	$28.68	142,864.3	I	by SERP
Phantom Stock	⁽²⁾	04/16/2004	04/20/2004	4A	161.4		⁽⁴⁾	⁽⁵⁾	Common Stock	161.4⁽¹⁾	$22.88	143,025.7	I	by SERP
Phantom Stock	⁽²⁾	04/30/2004	05/04/2004	4A	171.3		⁽⁴⁾	⁽⁵⁾	Common Stock	171.3⁽¹⁾	$21.55	143,197.7	I	by SERP
Phantom Stock	⁽²⁾	04/30/2004	04/30/2004	4A	323.6⁽³⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	323.6⁽¹⁾	$22.06	143,520.6	I	by SERP
Phantom Stock	⁽²⁾	05/14/2004	05/18/2004	4A	191.1		⁽⁴⁾	⁽⁵⁾	Common Stock	191.1⁽¹⁾	$20.89	143,711.7	I	by SERP
Phantom Stock	⁽²⁾	05/28/2004	06/01/2004	4A	164.5		⁽⁴⁾	⁽⁵⁾	Common Stock	164.5⁽¹⁾	$22.45	143,876.2	I	by SERP
Phantom Stock	⁽²⁾	06/11/2004	06/15/2004	4A	188.6		⁽⁴⁾	⁽⁵⁾	Common Stock	188.6⁽¹⁾	$21.17	144,064.8	I	by SERP
Phantom Stock	⁽²⁾	06/25/2004	06/29/2004	4A	204.9		⁽⁴⁾	⁽⁵⁾	Common Stock	204.9⁽¹⁾	$18.02	144,269.7	I	by SERP
Phantom Stock	⁽²⁾	07/09/2004	07/13/2004	4A	232.2		⁽⁴⁾	⁽⁵⁾	Common Stock	232.2⁽¹⁾	$17.19	144,501.9	I	by SERP
Phantom Stock	⁽²⁾	07/23/2004	07/27/2004	4A	205.1		⁽⁴⁾	⁽⁵⁾	Common Stock	205.1⁽¹⁾	$18	144,707.6	I	by SERP
Phantom Stock	⁽²⁾	07/30/2004	07/30/2004	4A	456.3⁽³⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	456.3⁽¹⁾	$18.97	145,163.3	I	by SERP
Phantom Stock	⁽²⁾	08/06/2004	08/10/2004	4A	220.3		⁽⁴⁾	⁽⁵⁾	Common Stock	220.3⁽¹⁾	$18.12	145,383.6	I	by SERP
Phantom Stock	⁽²⁾	08/20/2004	08/24/2004	4A	193.6		⁽⁴⁾	⁽⁵⁾	Common Stock	193.6⁽¹⁾	$19.07	145,577.3	I	by SERP
Phantom Stock	⁽²⁾	09/03/2004	09/07/2004	4A	195.5		⁽⁴⁾	⁽⁵⁾	Common Stock	195.5⁽¹⁾	$20.42	145,772.8	I	by SERP
Phantom Stock	⁽²⁾	09/17/2004	09/21/2004	4A	167.2		⁽⁴⁾	⁽⁵⁾	Common Stock	167.2⁽¹⁾	$22.08	145,940	I	by SERP
Phantom Stock	⁽²⁾	10/01/2004	10/05/2004	4A	170.6		⁽⁴⁾	⁽⁵⁾	Common Stock	170.6⁽¹⁾	$23.4	146,110.6	I	by SERP
Phantom Stock	⁽²⁾	10/15/2004	10/19/2004	4A	161.9		⁽⁴⁾	⁽⁵⁾	Common Stock	161.9⁽¹⁾	$22.81	146,272.5	I	by SERP
Phantom Stock	⁽²⁾	10/29/2004	10/29/2004	4A	411.1⁽³⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	411.1⁽¹⁾	$21.3	146,683.6	I	by SERP
Phantom Stock	⁽²⁾	10/29/2004	11/02/2004	4A	171.7		⁽⁴⁾	⁽⁵⁾	Common Stock	171.7⁽¹⁾	$21.5	146,855.3	I	by SERP
Phantom Stock	⁽²⁾	11/12/2004	11/16/2004	4A	169.3		⁽⁴⁾	⁽⁵⁾	Common Stock	169.3⁽¹⁾	$23.58	147,024.6	I	by SERP
Phantom Stock	⁽²⁾	11/24/2004	11/29/2004	4A	159.6		⁽⁴⁾	⁽⁵⁾	Common Stock	159.6⁽¹⁾	$23.14	147,184.2	I	by SERP
Phantom Stock	⁽²⁾	12/10/2004	12/14/2004	4A	172.1		⁽⁴⁾	⁽⁵⁾	Common Stock	172.1	$23.2	147,356.3	I	by SERP
Phantom Stock	⁽²⁾	12/23/2004	12/28/2004	4A	151.2		⁽⁴⁾	⁽⁵⁾	Common Stock	151.2	$24.42	147,507.5	I	by SERP

Explanation of Responses:

1. These shares were included in aggregate holdings previously reported but the individual transaction was not previously reported.

2. 1-for-1

3. Dividend Reinvestment shares acquired by reporting person under the SERP.

4. Immediate

5. Shares of phantom stock under the Supplemental Executive Retirement Plan are payable in shares of stock following termination of the reporting person's employment.

Remarks:

	James A. McIntyre	06/06/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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