<PAGE> 1
Prospectus Supplement No. 28
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 6,160,713 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:
<TABLE>
<CAPTION>
Selling Security Holder Principal Amount of Debentures
----------------------- ------------------------------
<S> <C>
Saloman Smith Barney Inc. $3,360,000.00
Convertible Bond Department
Attn: Kelly O'Brien
390 Greenwich Street
New York, New York 10013
</TABLE>
The date of this Prospectus Supplement is December 15, 1997.
