SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

ELLIOTT DAVID H

(Last)

(First)

(Middle)

AAMES INVESTMENT CORPORATION

350 SOUTH GRAND AVENUE, 43RD FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AAMES FINANCIAL CORP/DE [ AMSF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2004

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

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 Following Reported Transaction(s) (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)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share⁽¹⁾	11/05/2004		D		1,000	D	$0	0	D

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)	Code	V	(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)
Option to purchase common stock⁽²⁾	$0.85	11/05/2004		D			50,000	⁽⁵⁾	11/21/2012	Common Stock	50,000	$0	0	D
Option to purchase common stock⁽²⁾	$0.73	11/05/2004		D			50,000	⁽⁶⁾	11/02/2011	Common Stock	50,000	$0	0	D
Option to purchase common stock⁽²⁾	$0.85	11/05/2004		D			50,000	⁽⁷⁾	12/29/2010	Common Stock	100,000	$0	0	D
Option to purchase common stock⁽³⁾	$2.87	11/05/2004		J			50,000	⁽⁸⁾	01/19/2014	Common Stock	50,000	$0	0	D
Option to purchase Series E Preferred Stock⁽⁴⁾	$0.71	11/05/2004		D			350,000	10/21/2003	10/21/2013	Series E Preferred	350,000	$0	0	D

Explanation of Responses:

1. Common stock was exchanged for a combination of cash and Aames Investment Corporation common stock pursuant to the reorganization of Aames Financial Corporation into a real estate investment trust.

2. Options to acquire common stock were converted into Aames Investment Corporation restricted stock units pursuant to the reorganization of Aames Financial into a real estate investment trust.

3. Options to acquire common stock were cancelled with no value received pursuant to the reorganization of Aames Financial into a real estate investment trust. This transaction was exempt under Section 16 of the Securities Exchange Act of 1934.

4. Options to purchase Series E preferred stock were redeemed by Aames Financial Corporation pursuant to the reorganization of Aames Financial Corporation into a real estate investment trust.

5. Vests in five equal installments beginning on November 21, 2002 and on each anniversary date thereafter.

6. Vests in five equal installments beginning on November 2, 2001 and on each anniversary date thereafter.

7. Vests in five equal installments beginning on December 29, 2000 and on each anniversary date thereafter.

8. Vests in five equal installments beginning on January 19, 2004 and on each anniversary date thereafter.

	/s/ David H. Elliot	11/10/2004
	** 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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