Prospectus Supplement No. 10



The   Prospectus  dated  November  14,  1996  (the  "Prospectus")
relating  to the offer for resale of up to $115,000,000 aggregate
principal  amount of 5.5% Convertible Subordinated Debentures  due
2006 of Aames Financial Corporation (the "Company") and 4,107,142
shares  of the common stock of the Company, par value $0.001  per
share,  into  which  such Debentures are  convertible  is  hereby
amended as follows:

     (1)  The fourth paragraph appearing on the cover page of the
Prospectus is deleted and replaced in its entirety as follows:

           "The  Debentures are general unsecured obligations  of
     the  Company, subordinated to all existing and future Senior
     Indebtedness (as defined herein), which at October 31,  1996
     was  approximately $256 million, including $23.0 million  of
     the  Company's 10.5% Senior Notes due 2002, $150 million  of
     the  Company's  9.125%  Senior Notes due  2003  and  Company
     guarantees  of  approximately  $82.9  million  of  warehouse
     indebtedness outstanding on such date incurred by  a  wholly
     owned  subsidiary of the Company.  See `Description  of  the
     Debentures.' "

      (2)   The  following entity is hereby named  as  a  Selling
Security Holder as contemplated on page 33 of the Prospectus:

      Selling Security Holder                 Principal Amount of
Debentures
     Bankers Trust International PLC                   $650,000
     1 Appold Street
     Broadgate
     London EC2A 2HE
     England

An  affiliate of Bankers Trust International PLC has in the  past
provided  to  the Company and the Company's subsidiaries  trustee
services  for  which such affiliate has received customary  fees.
Such  affiliate  and other affiliates may in the  future  provide
such services as well as commercial banking services.



                                
   The date of this Prospectus Supplement is January 13, 1997.