8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                           ------------------------

                                   Form 8-k

                                CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported):  August 12, 1996

                          AAMES FINANCIAL CORPORATION

            (Exact name of Registrant as specified in its charter)

           Delaware                 33-43237                95-4340340
 (State or other jurisdiction      (Commission             (IRS Employer
       of incorporation)          File Number)          Identification No.)

                      3731 Wilshire Boulevard, 10th Floor
                         Los Angeles, California 90010
                   (Address of principal executive offices)


                                (213) 351-6100
                        (Registrant's telephone number)


ITEM 5.   OTHER EVENTS

     Reference is made to the press release of Registrant issued on
August 12, 1996, which contains information meeting the requirements of this 
Item 5 and which is incorporated herein by this reference.  Copies of the press
release is attached to this Form 8_K as Exhibit "1".



                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report on Form 8-k to be
signed on its behalf by the undersigned hereunto duly authorized.

August 13, 1996                     AAMES FINANCIAL CORPORATION

                                   by:  /s/ Gregory J. Witherspoon
                                        ---------------------------
                                        Gregory J. Witherspoon
                                        Executive Vice President - Finance and
                                        Chief Financial Officer

EX-1

Contact:  Gregory J. Witherspoon
          Aames Financial Corporation
          213/351-6153
     
          Cecilia A. Wilkinson/Roger S. Pondel
          Pondel Parsons & Wilkinson
          310/207-9300

     FOR IMMEDIATE RELEASE


AAMES FINANCIAL CORPORATION AND ONE STOP MORTGAGE, INC.
ANNOUNCE MERGER AGREEMENT

     Los Angeles, California -- August 12, 1996 --  Aames Financial
Corporation (NYSE:AAM) and One Stop Mortgage, Inc. today announced
that they have entered into a definitive agreement providing for
the acquisition of One Stop Mortgage, Inc. by Aames Financial
Corporation.  This merger will result in One Stop Mortgage, Inc.
becoming a wholly owned subsidiary of Aames.  Aames currently
originates loans through its retail offices and purchases loans
through its correspondent and bulk purchase loan programs.  The
acquisition of One Stop expands the origination network to include
One Stop's wholesale originations from mortgage brokers.

     Under the terms of the agreement, Aames will issue
approximately 2.3 million shares in a tax-free transaction to be
treated as a pooling of interests for accounting purposes.  One
Stop stockholders and employees will receive a combination of
approximately 1.65 million shares of Aames common stock and options
for an additional 375,300 shares of Aames common stock.  In
addition, approximately 675,000 shares of Aames common stock will
be issued to Lehman Brothers, which owns a warrant in One Stop.

     Completion of the merger is subject to customary closing
conditions.  The transaction is expected to close by September
1996.  

     One Stop, based in Costa Mesa, California, specializes in
acquiring and originating home equity loans made to credit-impaired
borrowers from mortgage brokers throughout the United States.  The
privately held company, which originates and acquires home equity
loans in 21 states, currently operates out of 25 offices and has
230 employees.  For the three-month period ended July 31, 1996, One
Stop's loan originations totaled approximately $126 million.  Aames
reported total loan originations of approximately $300 million for
the three-month period ended June 30, 1996.

     "This acquisition significantly increases Aames' origination
network, adding important diversification to our conduits for
loans," said Gary K Judis, Aames' chairman and chief executive
officer.  "At present, most of Aames' loans are originated through
our retail loan offices, purchased from our nationwide network of
correspondents or in bulk acquisitions.  One Stop has specialized
in aggregating loans from small brokers throughout the country --
a previously untapped origination network for us.  With this
acquisition, Aames will have covered all three sectors of
origination of home equity lending.  Furthermore, with Neil
Kornswiet and his staff, we are gaining an experienced team of
professionals who have earned the respect and trust of brokers
throughout the country that is so necessary to the continued growth
of this business."

     One Stop President and Chief Executive Officer Neil B.
Kornswiet will continue to serve as president and chief executive
officer of the mortgage wholesaler after the acquisition under a
five-year employment contract. Additionally, Kornswiet, 39, will
become a member of Aames' board of directors and an executive vice
president of the corporation.  Kornswiet's election as a director
will bring Aames' board to eight members.

     "We believe that our partnership with Aames will further
enhance both Aames' and One Stop's national lending operations and
market penetration," said Kornswiet.  "For example, One Stop will
be able to utilize Aames' new outbound telemarketing system and
Aames will be able to utilize One Stop's nationwide network of
staff review appraisers.  I am also thrilled about the opportunity
to work with Gary Judis, one of the true legends of nonconforming
home equity lending."

     Following the closing, Aames intends to terminate One Stop's
existing credit facilities with Lehman Brothers.  The early
termination of the credit facilities will result in a write-off of
the unamortized value of the warrant received by Lehman Brothers.
This write-off will result in Aames incurring a one time after-tax
expense in the fiscal quarter ending September 30, 1996.

     Aames Financial Corporation is a leading home equity lender
and currently operates 48 loan offices in 16 states throughout the
United States.


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