Prospectus Supplement No. 13
The Prospectus dated November 14, 1996 (the "Prospectus")
relating to the offer for resale of up to $115,000,000 aggregate
principal amount of 5.5% Convertible Subordinated Debentures due
2006 of Aames Financial Corporation (the "Company") and 4,107,142
shares of the common stock of the Company, par value $0.001 per
share, into which such Debentures are convertible is hereby
amended as follows:
The following entity is hereby named as a Selling Security
Holder as contemplated on page 33 of the Prospectus:
Selling Security Holder Principal Amount of Debentures
Fidelity Financial Trust: $7,440,000
Fidelity Convertible Securities Fund (1)
82 Devonshire Street - E20E
Boston, MA 02109
(1) Each of such entities is either an investment company or a
portfolio of an investment company registered under Section 8 of
the Investment Company Act of 1940, as amended, or a private
investment account advised by Fidelity Management & Research
Company ("FMR Co."). FMR Co. is a Massachusetts corporation and
an investment advisor registered under Section 203 of the
Investment Advisers Act of 1940, as amended, and provides
investment advisory services to each of such entities mentioned
above, and to other registered investment companies and to
certain other funds which are generally offered to a limited
group of investors. FMR Co. is a wholly-owned subsidiary of FMR
Corp. ("FMR"), a Massachusetts corporation.
The date of this Prospectus Supplement is February 12, 1997.
