UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

~~SECURITIES~~ October ~~AND~~15, ~~EXCHANGE~~2004 Date ~~COMMISSION~~of Report (Date of earliest event reported)

~~Washington,~~AAMES FINANCIAL ~~D.C.~~CORPORATION (Exact ~~20549~~name of Registrant as specified in its charter)

~~FORM~~Delaware (State ~~8-K~~or other jurisdiction of incorporation)

~~CURRENT~~1-13660 ~~REPORT~~(Commission File Number) 95-340340 (IRS employer identification no.)

~~PURSUANT~~350 TOSouth ~~SECTION~~Grand 13Ave, OR43rd Floor Los 15Angeles, CA 90071 (dAddress of principal executive offices)(Zip OFCode) (323) ~~THE~~210-5000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 4, 2004

AAMES FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-13660		95-340340
(Commission File Number)		(IRS employer identification no.)

350 South Grand Ave, 43rd Floor

Los Angeles, CA 90071

(Address of principal executive offices)(Zip Code)

(323) 210-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:

xo Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement On October 15, 2004, the Company through its subsidiaries, Aames Capital Corporation and Aames Funding Corporation, entered into Amendment No. 8 to the Second Amended and Restated Master Loan and Security Agreement, dated as of August 29, 2003, with Morgan Stanley Mortgage Capital Inc. to extend the termination date of this warehouse facility from October 15, 2004 to October 22, 2004. The Company is in the process of completing an annual renewal of this facility on same or similar terms and expects to obtain a full renewal in the near future.

Reference is made to the press release of the Registrant dated October 4, 2004, which contains information meeting the requirements of this Item 8.01 and is incorporated herein by reference. A copy of the press releases is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(a	)	Financial statements: None
(b	)	Pro forma financial information: None
(c	)	Exhibits:
		99.1	Press release dated October 4, 2004

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AAMES FINANCIAL CORPORATION
By:	/s/ Patrick D. Grosso	~~/s/ Patrick D. Grosso~~
	Patrick D. Grosso	~~Patrick D. Grosso~~
	Assistant Secretary	~~Assistant Secretary~~
		Dated: October 5, 2004
	Dated: October 18, 2004

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