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)
                                OCTOBER 29, 1999

                            AAMES CAPITAL CORPORATION
                                  ON BEHALF OF
                           AAMES MORTGAGE TRUST 1999-2
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

        CALIFORNIA                 333-64903                     95-4438859
- ----------------------------      ------------              --------------------
(State or other jurisdiction      (Commission                (I.R.S.  employer
    of incorporation)             file number)              identification no.)

  350 SOUTH GRAND AVENUE, 52ND FLOOR
        LOS ANGELES, CALIFORNIA                                     90071
- ----------------------------------------                         ----------
(Address of principal executive offices)                         (ZIP Code)

                                 (323) 210-5000
             ------------------------------------------------------
               Registrant's telephone number, 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
(i) the consent of PricewaterhouseCoopers LLP, independent accountants to
Financial Security Assurance ("FSA"), which will act as the Certificate Insurer
in connection with the proposed offering of the Aames Mortgage Trust 1999-2,
Mortgage Pass-Through Certificates, Series 1999-2; and (ii) certain opinions of
Stroock & Stroock & Lavan L.L.P., counsel to the Registrant.


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

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

        23.1   Consent of PricewaterhouseCoopers LLP

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



                                      -2-




                                   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 CORPORATION


                                            By: /s/ David A. Sklar
                                                -------------------------------
                                                David A. Sklar
                                                Executive Vice President and
                                                Chief Financial Officer


Dated: Novebmer 15, 1999





                                      -3-




                                  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           Opinion of Stroock & Stroock & Lavan LLP regarding tax matters
  23.1         Consent of PricewaterhouseCoopers LLP
  23.2         Consent of Stroock & Stroock & Lavan LLP (included in
               Exhibits 5.1, 5.2 and 8.0)


*Filed under cover of Form SE




                                      -4-

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


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. 333-64903)
           ------------------------------------------------------------


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
$1,331,730,000 aggregate principal amount (all of which amount remains available
as of the date hereof ) of asset-backed certificates (the "Certificates") to be
offered pursuant to a registration statement on Form S-3 (File No. 333-64903)
(such registration statement, the "Registration Statement") relating to the
Certificates. The Registration Statement has been field 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 field 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






Aames Capital Corporation
Aames Capital Acceptance Corp.
November 15, 1999
Page 2


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, the laws of
the State of California (excluding choice of law principles therein) and the
federal laws of the United States of America.






Aames Capital Corporation
Aames Capital Acceptance Corp.
November 15, 1999
Page 3


     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

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


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. 333-64903)
           ------------------------------------------------------------


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
$1,331,730,000 aggregate principal amount (all of which amount remains available
as of the date hereof) of asset-backed bonds (the "Bonds") to be offered
pursuant to a registration statement on Form S-3 (File No. 333-64903) (such
registration statement, the "Registration Statement") relating to the
Certificates. The Registration Statement has been field 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.





Aames Capital Corporation
Aames Capital Acceptance Corp.
November 15, 1999
Page 2


     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, the laws of
the State of California (excluding choice of law principles therein) and the
federal laws of the United States of America.






Aames Capital Corporation
Aames Capital Acceptance Corp.
November 15, 1999
Page 3


     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

EX-8

                                                                      EXHIBIT 8


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


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. 333-64903)
            ------------------------------------------------------------


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 $1,331,730,000 aggregate
principal amount (all of which amount remains available as of the date hereof)
of asset-backed certificates (the "Certificates") and asset-backed bonds (the
"Bonds" and, together with the Certificates, the "Securities") to be offered
pursuant to a registration statement on Form S-3 (File No. 333-64903) (such
registration statement, the "Registration Statement") relating to the
Securities. The Registration Statement has been field 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.





Aames Capital Corporation
Aames Capital Acceptance Corp.
November 15, 1999
Page 2


     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 "Summary Certain Federal Income
Tax Consequences" and "Certain Federal Income Tax Consequences" in the
Prospectus accurately describes the material federal income tax consequence 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.





Aames Capital Corporation
Aames Capital Acceptance Corp.
November 15, 1999
Page 3


     We hereby consent to the filing of this letter as Exhibit 8 to the
Registration Statement and to the reference to this firm under the captions
"Summary - Certain Federal Income Tax Consequences" and "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.


Sincerely,


STROOCK & STROOCK & LAVAN LLP

EX-23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


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


We consent to the incorporation by reference in the Prospectus Supplement of
Aames Capital Corporation relating to the Aames Mortgage Trust 1999-2 of our
report dated January 26, 1999 on our audits of the consolidated financial
statements of Financial Security Assurance Inc. and Subsidiaries as of December
31, 1998 and 1997, and for each of the three years in the period ended December
31, 1998. We also consent to the reference to our Firm under the caption
"Experts".


                                                 /s/ PricewaterhouseCoopers LLP

                                                 PricewaterhouseCoopers LLP




November 11, 1999