Prospectus Supplement No. 9
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:
(1) The fourth paragraph appearing on the cover page of the
Prospectus is deleted and replaced in its entirety as follows:
"The Debentures are general unsecured obligations of
the Company, subordinated to all existing and future Senior
Indebtedness (as defined herein), which at October 31, 1996
was approximately $256 million, including $23.0 million of
the Company's 10.5% Senior Notes due 2002, $150 million of
the Company's 9.125% Senior Notes due 2003 and Company
guarantees of approximately $82.9 million of warehouse
indebtedness outstanding on such date incurred by a wholly
owned subsidiary of the Company. See `Description of the
Debentures.' "
(2) 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
------------------------ ------------------------------
Paine Webber Inc. $2,150,000
1000 Harbor Blvd.
Weehawken, NJ 07087
The date of this Prospectus Supplement is January 9, 1997.
