Prospectus Supplement No. 11
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 1/2%
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. $550,000
1000 Harbor Blvd.
Weehawken, NJ 07087
The date of this Prospectus Supplement is January 23, 1997.
