TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

AAMES FINANCIAL CORPORATION (ISSUER)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

5.5% Convertible Subordinated Debentures due 2006
(Title of Class of Securities)

John F. Madden, Jr.
Senior Vice President and General Counsel
Aames Financial Corporation
350 South Grand Avenue, 43rd Floor
Los Angeles, CA 90071
(323) 210-5000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Simeon Gold, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") filed with the Securities and Exchange Commission (the "Commission") on May 15, 2002 by Aames Financial Corporation, a Delaware corporation ("Aames"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Aames filed an Amendment No. 1 to the Schedule TO on June 6, 2002, Amendment No. 2 to the Schedule TO on June 13, 2002 and Amendment No. 3 to the Schedule TO on June 24, 2002. The Schedule TO relates to the offer by Aames to exchange its 4.0% Convertible Subordinated Debentures due 2012 (the "New Debentures") for any and all of its outstanding 5.5% Convertible Subordinated Debentures due 2006 (the "Existing Debentures") upon the terms and subject to the conditions set forth in the Offering Memorandum, dated May 15, 2002 (the "Offering Memorandum"), and in the related Letter of Transmittal, filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively (which, together with any supplements or amendments thereto, collectively constitute the "Exchange Offer").

Item 4(a)(i-iii, v-xii) of the Schedule TO is hereby amended and supplemented as follows:
(a)(1)(i-iii,v-xii)	On July 2, 2002, Aames announced that the Exchange Offer has been extended until 5:00 p.m., New York City time, on Friday, July 19, 2002 and issued a press release, a copy of which has been filed as Exhibit 99.1 to Aames' Current Report on Form 8-K dated July 2, 2002, and incorporated herein by reference. The information set forth in the Third Supplement to the Offering Memorandum, dated July 2, 2002, a copy of which is filed as Exhibit (a)(5)(H) hereto, is also incorporated herein by reference.
	Aames reserves the right to further extend the Exchange Offer or to terminate the Exchange Offer, in its discretion, in accordance with the terms of the Exchange Offer.

Item 11(a)(5) of the Schedule TO is hereby amended and supplemented as follows:
(a)	(5)	As previously announced, Wilmington Trust Company, as successor indenture trustee with respect to our 9.125% Senior Notes due 2003, brought an action against us seeking to prevent us from consummating the Exchange Offer. On June 10, 2002, the Supreme Court of the State of New York heard oral arguments relating to Plaintiff's request for an order to preliminarily enjoin the consummation of the Exchange Offer. On July 1, 2002, the court denied Plaintiff's request.
		The information set forth in (x) the Supplement to the Offering Memorandum, dated June 6, 2002, a copy of which is filed as Exhibit (a)(5)(D) hereto, (y) the Second Supplement to the Offering Memorandum, dated June 12, 2002, a copy of which is filed as Exhibit (a)(5(E) hereto, and (z) the Third Supplement to the Offering Memorandum, dated July 2, 2002, a copy of which is filed as Exhibit (a)(5)(H) hereto, is incorporated herein by reference.

(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(2)	None.
(a)(3)	None.
(a)(4)	None.
(a)(5)(A)	Press Release issued by Aames on April 30, 2002 (filed as Exhibit 99.1 to the Initial Schedule TO of Aames on April 30, 2002 and incorporated herein by reference).*
(a)(5)(B)	Current Report on Form 8-K of Aames announcing prior proposals (filed on May 3, 2002 and incorporated herein by reference).*
(a)(5)(C)	Press Release issued by Aames on May 15, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on May 15, 2002 and incorporated herein by reference).*
(a)(5)(D)	Supplement to Offering Memorandum, dated June 6, 2002.*
(a)(5)(E)	Second Supplement to Offering Memorandum, dated June 12, 2002.*
(a)(5)(F)	Press Release issued by Aames on June 13, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on June 13, 2002 and incorporated herein by reference).*
(a)(5)(G)	Press Release issued by Aames on June 21, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on June 21, 2002 and incorporated herein by reference).*
(a)(5)(H)	Third Supplement to Offering Memorandum, dated July 2, 2002.
(a)(5)(I)	Press Release issued by Aames on July 2, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on July 2, 2002 and incorporated herein by reference).*
(b)	Not applicable.
(d)(1)	Purchase Agreement, dated as of April 26, 2002, by and among the Holders, SFP and Capital Z (filed as Exhibit 13 to Amendment No. 6 to the Schedule 13D of Capital Z on April 30, 2002 and incorporated herein by reference).*
(d)(2)	Indenture, dated as of February 26, 1996, between Aames and The Chase Manhattan Bank, N.A., relating to the Existing Debentures (incorporated by reference to Aames' Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and filed with the Commission on July 3, 1996).*
(g)	Not applicable.
(h)	Not applicable.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT NO.		DESCRIPTION
(a)(1)(A)		Offering Memorandum, dated May 15, 2002.^*
(a)(1)(B)		Letter of Transmittal.^*
(a)(1)(C)		Notice of Guaranteed Delivery.^*
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.^*
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.^*
(a)(1)(F)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.^*
(a)(5)(A)		Press Release issued by Aames on April 30, 2002 (filed as Exhibit 99.1 to the Initial Schedule TO of Aames on April 30, 2002 and incorporated herein by reference).^*
(a)(5)(B)		Current Report on Form 8-K of Aames announcing prior proposals (filed on May 3, 2002 and incorporated herein by reference).^*
(a)(5)(C)		Press Release issued by Aames on May 15, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on May 15, 2002 and incorporated herein by reference).^*
(a)(5)(D)		Supplement to Offering Memorandum, dated June 6, 2002.*
(a)(5)(E)		Second Supplement to Offering Memorandum, dated June 12, 2002.*
(a)(5)(F)		Press Release issued by Aames on June 13, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on June 13, 2002 and incorporated herein by reference).*
(a)(5)(G)		Press Release issued by Aames on June 21, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on June 21, 2002 and incorporated herein by reference).*
(a)(5)(H)		Third Supplement to Offering Memorandum, dated July 2, 2002.
(a)(5)(I)		Press Release issued by Aames on July 2, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on July 2, 2002 and incorporated herein by reference).*
(d)(1)		Purchase Agreement, dated as of April 26, 2002, by and among the Holders, SFP and Capital Z (filed as Exhibit 13 to Amendment No. 6 to the Schedule 13D of Capital Z on April 30, 2002 and incorporated herein by reference).^*
(d)(2)		Indenture, dated as of February 26, 1996, between Aames and The Chase Manhattan Bank, N.A., relating to the Existing Debentures (incorporated by reference to Aames' Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and filed with the Commission on July 3, 1996).^*

EXHIBIT NO.

DESCRIPTION

(a)(1)(A)

Offering Memorandum, dated May 15, 2002.^*

(a)(1)(B)

Letter of Transmittal.^*

(a)(1)(C)

Notice of Guaranteed Delivery.^*

(a)(1)(D)

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.^*

(a)(1)(E)

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.^*

(a)(1)(F)

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.^*

(a)(5)(A)

Press Release issued by Aames on April 30, 2002 (filed as Exhibit 99.1 to the Initial Schedule TO of Aames on April 30, 2002 and incorporated herein by reference).^*

(a)(5)(B)

Current Report on Form 8-K of Aames announcing prior proposals (filed on May 3, 2002 and incorporated herein by reference).^*

(a)(5)(C)

Press Release issued by Aames on May 15, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on May 15, 2002 and incorporated herein by reference).^*

(a)(5)(D)

Supplement to Offering Memorandum, dated June 6, 2002.*

(a)(5)(E)

Second Supplement to Offering Memorandum, dated June 12, 2002.*

(a)(5)(F)

Press Release issued by Aames on June 13, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on June 13, 2002 and incorporated herein by reference).*

(a)(5)(G)

Press Release issued by Aames on June 21, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on June 21, 2002 and incorporated herein by reference).*

(a)(5)(H)

Third Supplement to Offering Memorandum, dated July 2, 2002.

(a)(5)(I)

Press Release issued by Aames on July 2, 2002 (filed as Exhibit 99.1 to the Current Report on Form 8-K of Aames on July 2, 2002 and incorporated herein by reference).*

(d)(1)

Purchase Agreement, dated as of April 26, 2002, by and among the Holders, SFP and Capital Z (filed as Exhibit 13 to Amendment No. 6 to the Schedule 13D of Capital Z on April 30, 2002 and incorporated herein by reference).^*

(d)(2)

Indenture, dated as of February 26, 1996, between Aames and The Chase Manhattan Bank, N.A., relating to the Existing Debentures (incorporated by reference to Aames' Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and filed with the Commission on July 3, 1996).^*

By Registered or Certified Mail:		By Hand in New York:		By Overnight Courier and By Hand in Minnesota:
Wells Fargo Bank Minnesota, National Association MAC-N9303-121 6th and Marquette Minneapolis, MN 55479 Attn: Jeff Crow		Wells Fargo Bank Minnesota, National Association c/o The Depository Trust Company 55 Water Street, 1st Floor New York, NY 10041 Attn: Vincent Brown Jeanette Park Entrance		Wells Fargo Bank Minnesota, National Association MAC-N9303-121 6th and Marquette Minneapolis, MN 55479 Attn: Jeff Crow

By Registered or Certified Mail:

By Hand in New York:

By Overnight Courier and By
Hand in Minnesota:

Wells Fargo Bank Minnesota,
National Association
MAC-N9303-121
6th and Marquette
Minneapolis, MN 55479
Attn: Jeff Crow

Wells Fargo Bank Minnesota,
National Association
c/o The Depository Trust Company
55 Water Street, 1st Floor
New York, NY 10041
Attn: Vincent Brown
Jeanette Park Entrance

Wells Fargo Bank Minnesota,
National Association
MAC-N9303-121
6th and Marquette
Minneapolis, MN 55479
Attn: Jeff Crow


Transaction Valuation*		Amount of Filing Fee
$113,970,000		$10,486

Amount Previously Paid:	$10,486		Filing Party: Aames Financial Corporation
Form or Registration No.:	Schedule TO-I SEC File No. 5-42024		Date Filed: May 15, 2002

	AAMES FINANCIAL CORPORATION

	By:	/s/ JOHN F. MADDEN, JR.
	Name:	John F. Madden, Jr.
	Title:	Senior Vice President, General Counsel and Secretary

Dated: July 2, 2002