SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AAMES FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4340340
(State of Incorporation or Organization) (IRS Employer
Identification No.)
3731 WILSHIRE BOULEVARD, 10TH FLOOR, LOS ANGELES, CALIFORNIA 90010
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [X]
If this form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
5 1/2% Convertible Subordinated Debentures Due March 15, 2006
PAGE # 1
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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Reference is made to the discussion set forth under the caption
"Description of the Debentures" contained in the Form S-3 Registration
Statement (Commission File No. 333-06969) (the "Registration Statement") of
Aames Financial Corporation ("Registrant") under the Securities Act of 1933, as
amended. Such discussion is incorporated herein by reference to the
Registration Statement.
Item 2. EXHIBITS.
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3.1 Certificate of Incorporation of the Registrant, as amended -
incorporated by reference to Exhibit 3.1 to Registrant's Form 10-K for
the fiscal year ended June 30, 1996 filed with the Commission on
September 16, 1996.
3.2 Bylaws of the Registrant, as currently in effect - incorporated by
reference to Exhibit 3.2 to Registrant's Registration Statement on Form
S-1, File No. 33-43237.
4.1 Indenture - incorporated by reference from Registrant's Report on Form
10-Q for the Three and Nine Months ended March 31, 1996.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AAMES FINANCIAL CORPORATION
Date: October 22, 1996 By:/s/ Barbara S. Polsky
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Barbara S. Polsky
Senior Vice President and General Counsel
