Prospectus Supplement No. 31
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:
Selling Security Holder Principal Amount of Debentures
------------------------- -------------------------------
Goldman, Sachs, & Co. $1,000,000
1 New York Plaza, 44th Floor
New York, New York 10004
The date of this Prospectus Supplement is March 6, 1998.
