SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                  Commission File Number 0-19604
                                                                         -------

                           NOTIFICATION OF LATE FILING

              (Check One): [ ] Form 10-K    [ ] Form 11-K    [ ] Form 20-F 
                           [X] Form 10-Q    [ ] Form N-SAR

For Period Ended:  December 31, 1998  
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[ ] Transition Report on Form 10-K       [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F       [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:
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           READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT
OR TYPE.

           Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

           If the notification relates to a portion of the filing checked above,
identify Item(s) to which the notification relates: 
                                                    ----------------------------

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                         PART I. REGISTRANT INFORMATION

Full name of registrant   AAMES FINANCIAL CORPORATION
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Former name if applicable

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Address of principal executive office (STREET AND NUMBER)

  350 South Grand Avenue
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City, State and Zip Code    Los Angeles, California 90071-3459
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                         PART II. RULE 12b-25(b) AND (c)


          If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)

[X]       (a) The reasons described in reasonable detail in Part III of this
          form could  not be eliminated without unreasonable effort or expense;





[X]       (b) The subject annual report, semi-annual report, transition report
          on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
          filed on or before the 15th calendar day following the prescribed due
          date; or the subject quarterly report or transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

[ ]       (c) The accountant's statement or other exhibit required by Rule
          12b-25(c) has been attached if applicable.


                               PART III. NARRATIVE


          State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

          The Company has not been able to complete the compilation of the
requisite financial data and other narrative information necessary to enable it
to have sufficient time to complete the Company's Quarterly Report on Form 10-Q
by February 16, 1999, the required filing date, without unreasonable effort and
expense.


                           PART IV. OTHER INFORMATION


          (1) Name and telephone number of person to contact in regard to this
notification

  BARBARA POLSKY                    (323)                      210-5000    
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        (Name)                    (Area Code)               (Telephone number)


           (2) Have all other periodic reports required under Sections 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
                                                                [X] Yes   [ ] No

           (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
                                                                [X] Yes   [ ] No

           If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

AAMES FINANCIAL CORPORATION
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                  (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date  February 17, 1999                     By  /S/ BARBARA POLSKY
     ----------------------------               --------------------------------
                                            Name:   Barbara Polsky
                                            Title:  Executive Vice President,
                                                    Secretary & General Counsel




PART IV.  ITEM 3.

          The results for the quarter ended December 31, 1998 are significantly
impacted by the factors described in the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998 and the Company's Current Reports on
Form 8-K filed with the Commission on November 19, 1998, December 16, 1998,
December 31, 1998, February 1, 1999, February 4, 1999 and February 16, 1999.