8-K

1

                       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): September 27, 1999


                           AAMES FINANCIAL CORPORATION
             (Exact name of Registrant as Specified in Its Charter)


         DELAWARE                     0-19604                 95-340340
(State or Other Jurisdiction        (Commission             (IRS Employer
      of Incorporation)             File Number)          Identification No.)



                       350 South Grand Avenue, 52nd Floor
                          Los Angeles, California 90071
                    (Address of Principal Executive Offices)



                                 (323) 210-5000
              (Registrant's Telephone Number, Including Area Code)


                                       NA
          (Former Name or Former Address, if Changed Since Last Report)


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ITEM 5.     OTHER EVENTS

      Reference is made to the press release of Registrant issued on September
27, 1999 which contains information meeting the requirements of this Item 5 and
is incorporated herein by this reference. A copy of the press release is
attached to this Form 8-K as Exhibit 99.

CAUTIONARY STATEMENT AND RISK FACTORS

OUR SERIES C CONVERTIBLE PREFERRED STOCK HAS NOT BEEN APPROVED FOR LISTING ON
THE NEW YORK STOCK EXCHANGE AND, AS A RESULT, IT WILL BE MORE DIFFICULT FOR
HOLDERS OF SERIES C CONVERTIBLE PREFERRED STOCK TO DISPOSE OF THE SERIES C
CONVERTIBLE PREFERRED STOCK.

      Our Series C Convertible Preferred Stock has not been approved for listing
on the New York Stock Exchange. Therefore, trading in our Series C Convertible
Preferred Stock will have to be conducted in the over-the-counter market. As a
result, holders of our Series C Convertible Preferred Stock will find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, their shares of Series C Convertible Preferred Stock.


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

      (c)   EXHIBITS

      99 Press release issued September 27, 1999.


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                                   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.


                                    AAMES FINANCIAL CORPORATION


Dated:  October 5, 1999             By:    /S/ DAVID A. SKLAR
                                           -----------------------------
                                           David A. Sklar
                                           Executive Vice
                                           President-Finance,
                                           Chief Financial Officer


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                                  EXHIBIT INDEX


EXHIBIT NO.             DESCRIPTION OF EXHIBIT

     99                 Press release issued September 27, 1999


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EX-99

                                   EXHIBIT 99

                                    Contact:    David Sklar
                                                Aames Financial Corporation
                                                (323) 210-5311
                                                      or
                                                Steve Hawkins/Tom Ekman
                                                Sitrick And Company
                                                (310) 788-2850
FOR IMMEDIATE RELEASE

         AAMES FINANCIAL CORPORATION STOCKHOLDERS APPROVE FINAL PROPOSAL

                   RIGHTS OFFERING EXTENDED TO OCTOBER 6, 1999

 SERIES C CONVERTIBLE PREFERRED STOCK WILL NOT BE LISTED ON THE NEW YORK STOCK
                                    EXCHANGE


LOS ANGELES, CA., SEPTEMBER 27, 1999 - AAMES FINANCIAL CORPORATION (NYSE: AAM),
a leader in subprime home equity lending, announced today that stockholders have
overwhelmingly approved a proposal to amend the company's Certificate of
Incorporation to increase the number of authorized shares of common stock.

     Stockholders had already approved seven other proposals presented at the
Company's annual meeting on September 13, 1999. The meeting was adjourned until
Friday, September 24, 1999, to allow stockholders additional time to vote on the
common stock proposal. Stockholders at the September 13 meeting voted
overwhelmingly in favor of the proposal, but the total number of votes cast fell
short of the number required for approval, the Company said.

     The Company also announced that, due to the delay in the completion of the
annual meeting, the expiration date of the subscription rights to purchase the
Company's Series C Convertible Preferred Stock, which were distributed to
stockholders of record on September 7, 1999, has now been extended until 5:00 pm
(New York City time) on October 6, 1999.


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     The Company has been notified that its Series C Convertible Preferred
Stock, which will be issued in the rights offering, will not be listed by the
New York Stock Exchange. The Series C Convertible Preferred Stock is convertible
into the Company's common stock which is listed on the New York Stock Exchange.

     Aames Financial Corporation is a leading home equity lender, and currently
operates 101 branches serving borrowers in 37 states, plus the District of
Columbia. Its broker division operates 35 offices serving 28 states.

From time to time the Company may publish forward-looking statements relating to
such matters as anticipated financial performance, business prospects and
similar matters. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. In order to comply with the terms of
the safe harbor, the Company notes that a variety of factors could cause the
Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance and results of the Company's business include the
following: negative cash flow and continued access to outside sources of cash to
fund operations; third party rights to terminate mortgage servicing; high
delinquencies and losses in our securitization trusts; dependence on funding
sources; year 2000 compliance and technological enhancements; prepayment risk;
changes in interest rates; basis risk; prolonged interruptions or reductions in
the secondary market for mortgage loans; timing of loan sales; dependence on
broker network; competition; concentration of operations in California; economic
conditions; contingent risks on loans we sell; and government regulation. For a
more complete discussion of these risks and uncertainties, see "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Risk Factors" in the Company's form 10-K for the fiscal year ended
June 30, 1999.


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