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, 2003

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/

Indicate by check mark whether the registrant
  is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes/ / No/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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|* |  | Registrant
is exempted from providing certain information  called for by this and other Items
pursuant to a No-Action Letter issued to  Aames Capital Corporation, dated May 5,
1994. Such exempted items have  been designated herein as "Not applicable."
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 2.  Properties.

Not applicable.

Item 3.  Legal Proceedings.

There are no material pending legal
  proceedings concerning Aames Mortgage Trust 2002-2 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 2002-2 is Countrywide Home Loans Servicing LP and the Trustee under the
  Trust is Deutsche Bank National Trust Company.

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 2002-2.

As of June 30, 2003, there was
  one (1) holder of record of Registrant's publicly registered Mortgage Pass-Through
  Certificates, Series 2002-2 as the certificates are issued in book-entry
  form.

The securitized trust does not pay 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.

2

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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 securitized trusts 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.

Item
  14.  Principal Accounting Fees and Services

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, 2003, the Registrant filed the following
      reports on Form 8-K:
|    |  |                                                                                                                                    
|    |  | 1.                                                                                                                                 
|    |  |                                                                                                                                    
|    |  | 2.                                                                                                                                 
|    |  |                                                                                                                                    
|    |  | 3.                                                                                                                                 
|    |  |                                                                                                                                    
|    |  | 4.                                                                                                                                 
|(c) |  | Exhibits required
      by Item 601 of Regulation S-K.                                                                             
|    |  |                                                                                                                                    
|    |  | See Exhibit Index.                                                                                                                 
|    |  |                                                                                                                                    
|(d) |  | Financial Statements.                                                                                                              
|    |  |                                                                                                                                    
|    |  | Not applicable.                                                                                                                    

3

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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
      29, 2003 |  | 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
      29, 2003  
|                                                          |  |                                                                                                     |  |                           
|/s/ RONALD J. NICOLAS, JR.
        Ronald J. Nicolas, Jr. |  | Executive Vice President and Chief Financial Officer (Principal
        Financial Officer)          |  | September
        29, 2003
|                                                          |  |                                                                                                     |  |                           
|/s/ JON D. VAN DEUREN
        Jon D. Van Deuren           |  | Senior Vice President, Chief Accounting Officer and Director (Principal
        Accounting Officer) |  | September 29,
      2003  

4

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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



























5

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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).      
|        |  |                                                                                                                                                                                                                                                                                                                          
|31.1    |  | Certification
      of A. Jay Meyerson pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                          
|31.2    |  | Certification
      of Ronald J. Nicolas, Jr. pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                          
|32      |  | Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                          
|99.1    |  | Report
      of Ernst & young LLP, dated September 4, 2003, 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.                                                
|        |  |                                                                                                                                                                                                                                                                                                                          

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