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 AND EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)
                               SEPTEMBER 21, 2001

             Aames Capital Acceptance Corp.
             on behalf of


                           AAMES MORTGAGE TRUST 2001-3
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          DELAWARE                     333-54184                 95-4438859
----------------------------         -------------           ------------------
(State or other jurisdiction          (Commission            (I.R.S. employer
of incorporation)                     file number)           identification no.)


350 SOUTH GRAND AVENUE,
     40TH FLOOR
LOS ANGELES, CALIFORNIA               (213) 210-5000                   90071
-----------------------       ------------------------------      --------------
(Address of principal         Registrant's telephone number,        (ZIP Code)
 executive offices)                including area code


                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

                 ==============================================







Item 5.  Other Events

         This Current Report on Form 8-K is being filed for the purposes of
filing certain opinions of Stroock & Stroock & Lavan LLP, counsel to the
Registrant, in connection with the proposed offering of the Aames Mortgage Trust
2001-3, Mortgage Pass-Through Certificates, Series 2001-3.


Item 7.  Financial Statements: Pro Forma Financial Information and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         5.1  Opinion of Stroock & Stroock & Lavan LLP regarding the legality
              of Certificates

         5.2  Opinion of Stroock & Stroock & Lavan LLP regarding the legality
              of Bonds

         8.1  Opinion of Stroock & Stroock & Lavan LLP regarding tax matters

         23.1 Consent of Stroock & Stroock & Lavan LLP (included in Exhibits
              5.1, 5.2 and 8.0)
















                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               AAMES CAPITAL ACCEPTANCE CORP.


                                               By   /s/ John Kohler
                                                    ---------------------
                                                    John Kohler
                                                    Executive Vice President


Dated: September 21, 2001







                                  EXHIBIT INDEX


Exhibit No.      Description of Exhibit
-----------      ----------------------

    5.1          Opinion of Stroock & Stroock & Lavan LLP regarding the
                 legality of Certificates

    5.2          Opinion of Stroock & Stroock & Lavan LLP regarding the
                 legality of Bonds

    8.1          Opinion of Stroock & Stroock & Lavan LLP regarding tax matters

   23.1          Consent of Stroock & Stroock & Lavan LLP (included in Exhibits
                 5.1, 5.2 and 8.0)

EX-5.1

                                                                     EXHIBIT 5.1


                          STROOCK & STROOCK & LAVAN LLP
                                 180 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                               PHONE 212-806-5400
                                FAX 212-806-6006


September 21, 2001

Aames Capital Corporation
Aames Capital Acceptance Corp.
350 South Grand Avenue
Los Angeles, California 90071

         Re:   Aames Capital Corporation and Aames Capital Acceptance Corp.
               Registration Statement on Form S-3 (File No. 333-54184)
               ------------------------------------------------------------


Ladies and Gentleman:

         We have acted as counsel to Aames Capital Corporation, a California
corporation ("ACC"), and Aames Capital Acceptance Corp., a Delaware corporation
("ACAC"), in connection with the authorization and proposed issuance from time
to time after the date hereof in one or more series (each, a "Series") of up to
$2,003,994,800 aggregate principal amount of asset-backed certificates (the
"Certificates"), of which, $1,703,994,800 remains available as of the date
hereof, to be offered pursuant to a registration statement on Form S-3 (File No.
333-54184) (such registration statement, the "Registration Statement") relating
to the Certificates. The Registration Statement has been filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"), and the rules and regulations promulgated
thereunder. As set forth in the Registration Statement, each Series of
Certificates will be issued under and pursuant to the conditions of a separate
pooling and servicing agreement (each, a "Pooling and Servicing Agreement")
among either ACC or ACAC, as applicable, as transferor (the "Transferor" for
such Series), ACC, as servicer (in such capacity, the "Servicer"), and a trustee
to be identified in the prospectus supplement for each Series of Certificates
(the "Trustee") for such Series).

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the organizational documents of ACC and ACAC, the form
of Pooling and Servicing Agreement filed as an exhibit to the Registration
Statement, the forms of Certificates included in such form of Pooling and
Servicing Agreement, the prospectus (the "Prospectus") and the forms of
prospectus supplements filed as exhibits to the Registration Statement, and such
other records, documents and statutes as we have deemed necessary for the
purpose of rendering this opinion.






         In our examination of such material, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies submitted
to us as certified or reproduced copies. We have also assumed for purposes of
the opinion given in paragraph 2 below, that the Pooling and Servicing Agreement
has been duly and validly authorized, executed and delivered by all parties
thereto. As to various matters material to such opinions, we have relied upon
the representations and warranties in the form of Pooling and Servicing
Agreement and statements and certificates of officers and representatives of ACC
and ACAC and others.

         Based upon the foregoing, we are of the opinion that:

         1. When a Pooling and Servicing Agreement for a Series of Certificates
has been duly and validly authorized by all necessary action on the part of the
related Transferor and has been duly and validly executed and delivered by such
Transferor, the Servicer, the Trustee and any other party thereto for such
Series, such Pooling and Servicing Agreement will constitute a legal, valid and
binding agreement of such Transferor, enforceable against such Transferor, in
accordance with its terms, except as enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or
other similar laws relating to or affecting creditors' rights generally or (b)
general principles of equity or public policy, regardless of whether such
enforceability is considered in a proceeding in equity or at law.

         2. When a Series of Certificates has been duly and validly authorized
by all necessary action on the part of the related Transferor, duly and validly
executed and authenticated by the Trustee for such Series in accordance with the
terms of the related Pooling and Servicing Agreement, and issued and delivered
against payment therefor as contemplated in the Registration Statement, the
Certificates of such Series will be legally and validly issued, and the holders
thereof will be entitled to the benefits of the related Pooling and Servicing
Agreement, except as enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, liquidation, receivership, moratorium or other
similar laws relating to or affecting creditors' rights generally or (b) general
principles of equity or public policy, regardless of whether such enforceability
is considered in a proceeding in equity or at law.

         In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York and the
federal laws of the United States of America.








         We hereby consent to the filing of this letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus, without implying or admitting that we are
"experts" within the meaning of the 1933 Act or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this Exhibit 5.1.


Sincerely,

STROOCK & STROOCK & LAVAN LLP

/s/ STROOCK & STROOCK & LAVAN LLP

EX-5.2

                                                                     EXHIBIT 5.2

                          STROOCK & STROOCK & LAVAN LLP
                                 180 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                               PHONE 212-806-5400
                                FAX 212-806-6006


September 21, 2001

Aames Capital Corporation
Aames Capital Acceptance Corp.
350 South Grand Avenue
Los Angeles, California 90071

         Re:  Aames Capital Corporation and Aames Capital Acceptance Corp.
              Registration Statement on Form S-3 (File No. 333-54184)
              ------------------------------------------------------------


Ladies and Gentleman:

         We have acted as counsel to Aames Capital Corporation, a California
corporation ("ACC"), and Aames Capital Acceptance Corp., a Delaware corporation
("ACAC"), in connection with the authorization and proposed issuance from time
to time after the date hereof in one or more series (each, a "Series") of up to
$2,003,994,800 aggregate principal amount of asset-backed bonds (the "Bonds"),
of which, $1,703,994,800 remains available as of the date hereof, to be offered
pursuant to a registration statement on Form S-3 (File No. 333-54184) (such
registration statement, the "Registration Statement") relating to the Bonds. The
Registration Statement has been filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"), and the rules and regulations promulgated thereunder. As set forth
in the Registration Statement, each Series of Bonds will be issued under and
pursuant to the conditions of an indenture (an "Indenture") between ACC or ACAC,
as applicable, as transferor (the "Transferor" for such Series), or a trust,
partnership, limited liability company or corporation formed by ACC or ACAC
solely for the purpose of issuing the related Series of Bonds (the Transferor or
any such entity, as applicable, the "Bond Issuer") and a trustee to be
identified in the prospectus supplement for such Series of Bonds (the "Trustee"
for such Series).

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the organizational documents of ACC and ACAC, the form
Indenture filed as an exhibit to the Registration Statement, the form Bonds
included in such form of Indenture, the prospectus (the "Prospectus") and the
forms of prospectus supplements filed as exhibits to the Registration Statement,
and such other records, documents and statutes as we have deemed necessary for
the purpose of rendering this opinion.

         In our examination of such material, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies submitted
to us as certified or reproduced copies. We have also assumed for purposes of
the opinion given in paragraph 2 below, that the






Pooling and Servicing Agreement has been duly and validly authorized, executed
and delivered by all parties thereto. As to various matters material to such
opinions, we have relied upon the representations and warranties in the form of
Pooling and Servicing Agreement and statements and certificates of officers and
representatives of ACC and ACAC and others.

         Based upon the foregoing, we are of the opinion that:

         1. When an Indenture for a Series of Bonds has been duly and validly
authorized by all necessary action on the part of the related Bond Issuer and
has been duly and validly executed and delivered by the related Bond Issuer and
the Trustee and any other party thereto for such Series, such Indenture will
constitute a legal, valid and binding agreement of the related Bond Issuer,
enforceable against the related Bond Issuer, in accordance with its terms,
except as enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, liquidation, receivership, moratorium or other similar laws
relating to or affecting creditors' rights generally or (b) general principles
of equity or public policy, regardless of whether such enforceability is
considered in a proceeding in equity or at law.

         2. When a Series of Bonds has been duly authorized by all necessary
action on the part of the related Bond Issuer, duly executed and authenticated
by the Trustee for such Series in accordance with the terms of the related
Indenture, and issued and delivered against payment therefor as contemplated in
the Registration Statement, the Bonds of such Series will be valid and binding
non-recourse obligations of the related Bond Issuer, enforceable against the
related Bond Issuer, in accordance with their terms, except as enforcement
thereof may be limited by (a) bankruptcy, insolvency, reorganization,
liquidation, receivership, moratorium or other similar laws relating to or
affecting creditors' rights generally or (b) general principles of equity or
public policy, regardless of whether such enforceability is considered in a
proceeding in equity or at law.

         In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York and the
federal laws of the United States of America.









         We hereby consent to the filing of this letter as Exhibit 5.2 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus, without implying or admitting that we are
"experts" within the meaning of the 1933 Act or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this Exhibit 5.2.

Sincerely,


STROOCK & STROOCK & LAVAN LLP

/s/ STROOCK & STROOCK & LAVAN LLP

EX-8.1

                                                                     EXHIBIT 8.1


                          STROOCK & STROOCK & LAVAN LLP
                                 180 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                               PHONE 212-806-5400
                                FAX 212-806-6006


September 21, 2001

Aames Capital Corporation
Aames Capital Acceptance Corp.
350 South Grand Avenue
Los Angeles, California 90071

         Re:  Aames Capital Corporation and Aames Capital Acceptance Corp.
              Registration Statement on Form S-3 (File No. 333-54184)
              ------------------------------------------------------------


Ladies and Gentleman:

         We have acted as counsel to Aames Capital Corporation, a California
corporation ("ACC"), and Aames Capital Acceptance Corp., a Delaware corporation
("ACAC"), and together with ACC, the "Transferors"), in connection with the
authorization and proposed issuance from time to time after the date hereof in
one or more series (each, a "Series") of up to $2,003,994,800 aggregate
principal amount of asset-backed certificates (the "Certificates") and
asset-backed bonds (the "Bonds" and, together with the Certificates, the
"Securities"), of which, $1,703,994,800 remains available as of the date hereof,
to be offered pursuant to a registration statement on Form S-3 (File No.
333-54184) (such registration statement, the "Registration Statement") relating
to the Securities. The Registration Statement has been filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"), and the rules and regulations promulgated thereunder.
As set forth in the Registration Statement, each Series of Certificates will be
issued under and pursuant to the conditions of a separate pooling and servicing
agreement (each, a "Pooling and Servicing Agreement") among one of the
Transferors, as transferor, Aames Capital Corporation, as servicer (in such
capacity, the "Servicer"), and a trustee to be identified in the prospectus
supplement for such Series of Certificates (the "Trustee" for such Series of
Certificates); each Series of Bonds will be issued under and pursuant to the
conditions of an indenture (each, an "Indenture") between ACAC or a trust,
partnership, limited liability company or corporation formed by ACAC solely for
the purpose of issuing the related Series of Bonds (ACAC or any such entity, as
applicable, the "Bond Issuer") and a trustee to be identified in the prospectus
supplement for such Series of Bonds (the "Trustee" for such Series of Bonds).

         We have examined the prospectus contained in the Registration Statement
(the "Prospectus") and such other documents, records and instruments we have
deemed necessary for the purpose of rendering this opinion.






         In arriving at the opinion expressed below, we have assumed that each
Pooling and Servicing Agreement and each Indenture will be duly authorized by
all necessary corporate action on the part of the related transferor or Bond
Issuer, as applicable, the related Trustee, the Servicer, as applicable, and any
other party thereto for the related Series of Certificates or Bonds and will be
duly executed and delivered by the related Transferor or Bond Issuer, as
applicable, the related Trustee, the Servicer, as applicable, and any other
party thereto substantially in the form filed as an exhibit to the Registration
Statement, that the Certificates or the Bonds of each Series will be duly
executed and delivered substantially in the forms contemplated by the Pooling
and Servicing Agreement or the Indenture, as applicable, and that the
Certificates or the Bonds will be sold in the manner described in the
Registration Statement.

         Based upon such examination and the qualifications set forth herein and
in reliance thereon, we are of the opinion that the description of federal
income tax consequences appearing under the captions "Certain Federal Income Tax
Consequences" in the Prospectus accurately describes the material federal income
tax consequences to holders of the Securities.

         The opinion herein is based upon our interpretations of current law,
including court authority and existing final and temporary treasury regulations,
which are subject to change both prospectively and retroactively, and upon the
facts and assumptions discussed herein. This opinion letter is limited to the
matters set forth herein, and no opinions are intended to be implied or may be
inferred beyond those expressly stated herein. Our opinion is rendered as of the
date hereof and we assume no obligation to update or supplement this opinion or
any matter related to this opinion to reflect any change of fact, circumstances
or law after the date hereof. In addition, our opinion is based on the
assumption that the matter, if litigated, will be properly presented to the
applicable court. Furthermore, our opinion is not binding on the Internal
Revenue Service or a court. Our opinion represents merely our best legal
judgment on the matters presented; others may disagree with our conclusion.
There can be no assurance that the Internal Revenue Service will not take a
contrary position or that a court would agree with our opinion if litigated. In
the event any one of the statements, representations or assumptions we have
relied upon to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.






         We hereby consent to the filing of this letter as Exhibit 8.1 to the
Registration Statement and to the reference to this firm under the captions
"Certain Federal Income Tax Consequences" in the Prospectus, without implying or
admitting that we are "experts" within the meaning of the 1933 Act or the rules
and regulations of the Commission issued thereunder, with respect to any part of
the Registration Statement, including this Exhibit 8.1.

Sincerely,


STROOCK & STROOCK & LAVAN LLP

/s/ STROOCK & STROOCK & LAVAN LLP