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): March 31, 1997
AAMES FINANCIAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-19604 95-4340340
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3731 Wilshire Boulevard, 10th Floor
Los Angeles, California 90010
(Address of Principal Executive Offices)
(213) 351-6100
(Registrant's Telephone Number, Including Area Code)
No Change
____________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
Reference is made to the press release of Registrant issued on
March 31, 1997, which contains information meeting the
requirements of this Item 5 and which is incorporated herein by
this reference. A copy of the press release is attached to this
Form 8-K as Exhibit "1".
Page 2
<PAGE>
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.
April 1, 1997 AAMES FINANCIAL CORPORATION
By: /s/Gregory J. Witherspoon
------------------------------
Gregory J. Witherspoon
Executive Vice President -Finance and
Chief Financial Officer
Page 3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
1 Press release issued March 31, 1997
Page 4
EXHIBIT 1
[begins on next page]
<PAGE>
CONTACT: Gregory J. Witherspoon
Aames Financial Corporation
(213) 351-6100
FOR IMMEDIATE RELEASE
AAMES ANNOUNCES $630 MILLION SECURITIZATIONS
Los Angeles, California--March 31, 1997--Aames Financial
Corporation (NYSE:AAM) today announced the securitization of $630
million of home equity mortgage loans through an owner trust
secured by $415 million of adjustable rate mortgage loans and a
REMIC trust backed by $215 million of fixed rate mortgages.
Credit Suisse First Boston Corporation, Donaldson, Lufkin &
Jenrette Securities Corporation, Lehman Brothers Inc. and
Prudential Securities Incorporated acted as underwriters in the
owner trust transaction. Donaldson, Lufkin & Jenrette Securities
Corporation, Credit Suisse First Boston Corporation, Morgan
Stanley & Co. Incorporated and Prudential Securities Incorporated
acted as underwriters in the REMIC transaction.
The asset-backed bonds issued by the owner trust are insured
by Financial Security Assurance Inc. and are rated "AAA" by
Standard & Poor's and "Aaa" by Moody's. The mortgage pass-
through certificates issued by the REMIC trust are insured by
MBIA Insurance Corporation and are rated "AAA" by Standard &
Poor's, "Aaa" by Moody's and "AAA" by Fitch.
According to Cary Thompson, the company's Chief Operating
Officer, "The issuance of the asset-backed bonds through an owner
trust in a debt-for-tax structure represents a significant step
in accomplishing the company's goal of becoming self-financing.
This structure had a materially positive effect on the company's
cash flows without changing the reported earnings. The debt-
for-tax structure allows Aames to defer the payment of taxes
until income on the pool is distributed, unlike the REMIC
structure which requires Aames to pay taxes upon the recognition
of gain on sale of the mortgage loans to the trust."
These securitizations are the first transactions under a
shelf registration statement filed by two of the company's
subsidiaries with the Securities and Exchange Commission in
February 1997 covering approximately $2.8 billion in securities.
Aames has been pooling home equity loans for securitization
and sale to institutional investors since 1992. Since 1954,
Aames has arranged first and junior lien home equity financing,
and currently operates 54 loan offices in 23 states. One Stop
Funding, the company's wholesale broker subsidiary, currently
operates 33 loan offices in 29 states.
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