UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(Mark One)

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934
|--- | --------------------------------------------------------------------------------------------

For the fiscal year ended June 30, 2002

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------------------------

For the transition period from 
to

Commission file number  033-84816

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AAMES CAPITAL CORPORATION(Exact name of Registrant as specified in its charter)

|California                                                                     |  | 95-4438859                                  
|------------------------------------------------------------------------------ |  | --------------------------------------------
|(State or other jurisdiction
        of
        incorporation or organization) |  | (I.R.S. Employer
        Identification No.)
|350 South Grand Avenue, 43rd Floor
        Los Angeles, California             |  | 90071                                       
|(Address of principal
        executive offices)                               |  | (ZIP Code)                                  

(323) 210-5000(Registrant's telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the
Act:

Title of each class
        
        Name of each exchange
          on which registeredNone
        
        Not Applicable


Securities registered pursuant to Section 12(g) of the
Act:

None(Title of Class)

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Registrant is filing this Annual Report on
Form 10-K in a reduced disclosure format pursuant to a No-Action Letter
issued to Aames Capital Corporation, dated May 5, 1994.

Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/ No / /

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10K. /x/

State the aggregate market value of the
voting stock held by non-affiliates of the Registrant.

Not applicable.

Indicate the number of shares outstanding of
each of the Registrant's classes of common stock, as of the last practicable
date.

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

No annual report to security holders, proxy
or information statement or prospectus filed pursuant to Rule 424(b) or (c)
under the Securities Act of 1933 is incorporated herein by reference.



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PART I

Item 1.  Business.

Not applicable.*

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Item 2.  Properties.

Not applicable.

Item 3.  Legal Proceedings.

There are no material pending legal
proceedings concerning Aames Mortgage Trust 2001-3, Aames Mortgage Trust 2001-4, or Aames Mortgage Trust
2002-1 (the
"Trusts"), or the Registrant, as Sponsor with respect to the Trusts,
other than ordinary routine litigation incidental to the duties of the Sponsor
under the related Pooling and Servicing Agreements. The Servicer with respect to 
Aames Mortgage Trust 2001-3 and Aames Mortgage Trust 2001-4  is Countrywide Home Loans, Inc. and the Trustee under the Trusts is
Bankers Trust Company of California, N.A. The Servicer with respect to Aames
Mortgage Trust 2002-1 is Ocwen Federal Bank FSB and the Trustee under the Trust
is Bankers Trust Company of California, N.A.   For information about material
litigation concerning Servicers or the Trustee, see the public filings of the
Servicers or Trustee, respectively.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of
Certificateholders and no Certificateholder consent was solicited during the
fiscal year covered by this report.

PART II

Item 5.  Market for Registrant's Common
Equity and Related Stockholder Matters.

There is no established public trading
market for the Registrant's  Mortgage Pass-Through Certificates, Series 2001-3, 
Mortgage Pass-Through
Certificates, Series 2001-4 or Mortgage Pass-Through Certificates, Series 2002-1.

As of June 30, 2002, there was
one (1) holder of record of each of Registrant's publicly registered Mortgage Pass-Through
Certificates, Series 2001-3, Mortgage Pass-Through Certificates, Series 2001-4
and  Mortgage Pass-Through Certificates, Series 2002-1 as the certificates
are issued in book-entry form.

None of the Trusts pays dividends.
Information as to distributions to Certificateholders is provided in
Registrant's monthly Form 8-K filings.

Item 6.  Selected Financial Data.

Not Applicable.

Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Not applicable.

Item 8.  Financial Statements and Supplementary Data.

Not applicable.

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Item 9.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.

There was no change of any independent
accounting firm previously engaged with respect to any Trust during the
Registrant's two most recent fiscal years.

PART III

Item 10.  Directors and Executive Officers
of the Registrant.

Not applicable.

Item 11.  Executive Compensation.

Not applicable.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management.

Not applicable.

Item 13.  Certain Relationships and Related Transactions.

Not applicable.

PART IV

Item 15.  Exhibits, Financial Statement
Schedules and Reports on Form 8-K.

|(a) |  | List of documents
      filed as part of this report.                                                                  
|--- |  | -----------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                        
|    |  | See Exhibit Index.                                                                                                     
|    |  |                                                                                                                        
|(b) |  | Reports on Form 8-K                                                                                                    
|    |  |                                                                                                                        
|    |  | During the last quarter of the fiscal
year ended June 30, 2002, the Registrant filed the following reports on
Form 8-K:
|    |  |                                                                                                                        
|    |  | 1.                                                                                                                     
|    |  |                                                                                                                        
|    |  | 2.                                                                                                                     
|    |  |                                                                                                                        
|    |  | 3.                                                                                                                     
|    |  |                                                                                                                        
|(c) |  | Exhibits required by Item 601 of Regulation S-K.                                                                       
|    |  |                                                                                                                        
|    |  | See Exhibit Index.                                                                                                     
|    |  |                                                                                                                        
|(d) |  | Financial Statements.                                                                                                  
|    |  |                                                                                                                        
|    |  | Not applicable.                                                                                                        

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SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, Aames Capital
Corporation has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                          |  | AAMES CAPITAL CORPORATION
|------------------------- |  | -------------------------
|                          |  |                          
|Dated: September 30, 2002 |  | By:                      

Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on be half of Aames Capital Corporation and in the capacities
and on the dates indicated.

|Signature                                                 |  | Title                                                                                               |  | Date                      
|--------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | --------------------------
|                                                          |  |                                                                                                     |  |                           
|/s/ A.
        JAY MEYERSON
        A. Jay Meyerson       |  | Chief Executive Officer and Director (Principal Executive Officer)                                  |  | September 30,
        2002
|                                                          |  |                                                                                                     |  |                           
|/s/ RONALD J. NICOLAS, JR.
        Ronald J. Nicolas, Jr. |  | Executive Vice President and Chief Financial Officer (Principal
        Financial Officer)          |  | September 30, 2002        
|                                                          |  |                                                                                                     |  |                           
|/s/ JON D. VAN DEUREN
        Jon D. Van Deuren           |  | Senior Vice President, Chief Accounting Officer and Director (Principal
        Accounting Officer) |  | September 30, 2002        

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CERTIFICATIONS

I, A. Jay Meyerson, certify that:

1.    I
have reviewed this annual report on Form 10-K of Aames Capital Corporation;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report; and

3.    Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report.

Date: September 30, 2002

| |  |  | /s/  A. JAY MEYERSON
        A. Jay Meyerson
        Chief Executive Officer
        (Principal Executive Officer)
| |  |  | ------------------------------------------------------------------------------------------------------------------

I, Ronald J. Nicolas, Jr., certify that:

1.    I
have reviewed this annual report on Form 10-K of Aames Capital Corporation;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report; and

3.    Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report.

Date: September 30, 2002

| |  |  | /s/  RONALD J. NICHOLAS, JR.
        Ronald J. Nicolas, Jr.
        Chief Financial Officer
        (Principal Financial Officer)
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------

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SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS
FILED PURSUANT TO SECTION 15(d) BY REGISTRANTS
WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT

No annual or proxy material has been sent to
Certificateholders

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EXHIBIT INDEX

|Exhibit |  | Document                                                                                                                                                                                                                                                                                                                     
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1     |  | Registrant's Articles of Incorporation
        (incorporated herein by reference to Exhibit 3.1 to Registrant's
        Registration Statement on Form S-11 filed October 21, 1993)                                                                                                                                          
|3.2     |  | Registrant's By-laws (incorporated herein by reference to Exhibit 3.2
        to Registrant's Registration Statement on Form S-11 filed October 21,
        1993)                                                                                                                                                            
|4.1     |  | Pooling and Servicing Agreement with respect to Registrant's Mortgage
        Pass-Through Certificates, Series 2001-3, dated September 1,
      2001 (incorporated by reference to Exhibit 4.1 to Registrant's
        Current Report on Form 8-K filed on behalf of Aames Mortgage Trust
      2001-3 on October 26, 2001).
|4.2     |  | Pooling and Servicing Agreement with respect to Registrant's Mortgage
        Pass-Through Certificates, Series 2001-4 dated December 1, 2001 (incorporated by reference to Exhibit 4.1 to Registrant's
        Current Report on Form 8-K filed on behalf of Aames Mortgage Trust
      2001-4 on January 8, 2002).         
|4.3     |  | Pooling and Servicing Agreement with respect to Registrant's Mortgage
        Pass-Through Certificates, Series 2002-1, dated March 1, 2002 (incorporated by reference to Exhibit 4.1 to Registrant's
        Current Report on Form 8-K filed on behalf of Aames Mortgage Trust
      2002-1 on April 11, 2002).            
|99.1    |  | Report of Ernst & young
      LLP,
      dated August 30, 2002, on Compliance with the Uniform Single Attestation Program for Mortgage
      Bankers.                                                                                                                                                                        
|99.2    |  | Report Aggregating Certain
      Monthly Information to Certificateholders with respect to Registrant's
      Mortgage Pass-Through Certificates, Series 2001-3, Mortgage Pass-Through
      Certificates, Series 2001-4, and Mortgage Pass-Through Certificates,
      2002-1.                                              
|99.3    |  | Certification pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                              

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