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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------
                                    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, 1998
                                     -------------

                                       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 numbers 333-21219

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

          California                                             95-4438859
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

350 South Grand Avenue
Los Angeles, California                                            90071
-----------------------                                            -----
(Address of principal executive offices)                         (ZIP Code)

                                 (213) 210-5000
              (Registrant's telephone number, including area code)

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

                                                        Name of each exchange on
       Title of each class                                  which registered
       -------------------                                  ----------------

             None                                            Not Applicable
             ----                                            --------------

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

                                      None
                                      ----
                                (Title of Class)

     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 10-K. [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 securityholders, 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.*

ITEM 2. PROPERTIES.

     Not applicable.

ITEM 3. LEGAL PROCEEDINGS.

     There are no material pending legal proceedings concerning Aames Mortgage
     Trust 1997-C, Aames Mortgage Trust 1997-D or Aames Mortgage Trust 1998-A
     (collectively, the "Trusts"), Bankers Trust Company of California, N.A., as
     Trustee under the Trusts, Aames Capital Corporation, as Servicer or the
     Registrant with respect to the Trusts, other than ordinary routine
     litigation incidental to the duties of the Trustee or the Servicer under
     the related Pooling and Servicing Agreements.

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 1997-C, 1997-D and 1998-A.

     As of June 30, 1998, there was one (1) holder of record of each of
     Registrant's publicly registered Mortgage Pass-Through Certificates, Series
     1997-C, 1997-D and 1998-A 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.

---------- 

* 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."



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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.

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 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)  List of documents filed as part of this report.

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 1997-C, dated September 1, 1997
     (incorporated by 



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     reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed
     October 10, 1997)

4.2  Pooling and Servicing Agreement with respect to Registrant's Mortgage
     Pass-Through Certificates, Series 1997-D, dated December 1, 1997
     (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on
     Form 8-K filed January 28, 1998)

4.3  Pooling and Servicing Agreement with respect to Registrant's Mortgage
     Pass-Through Certificates, Series 1998-A, dated March 1, 1998 (incorporated
     by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K/A
     filed April 30, 1998)

4.4  Financial Guaranty Insurance Policy issued by Financial Security Assurance
     Inc., with respect to Registrant's Mortgage Pass-Through Certificates,
     Series 1997-D, dated December 19, 1997 (incorporated by reference to
     Exhibit 4.2 to Registrant's Current Report on Form 8-K filed January 28,
     1998)

4.5  Financial Guaranty Insurance Policy issued by Financial Security Assurance
     Inc., with respect to Registrant's Mortgage Pass-Through Certificates,
     Series 1998-A, dated March 30, 1998 (incorporated by reference to Exhibit
     4.2 to Registrant's Current Report on Form 8-K/A filed April 30, 1998)

10.1 Subsequent Transfer Agreement, dated as of December 19, 1997, between Aames
     Capital Corporation and Bankers Trust Company of California, N.A.
     (incorporated by reference to Exhibit 10.1 of Registrant's Current Report
     on Form 8-K filed January 28, 1998)

10.2 Subsequent Transfer Agreement, dated as of March 30, 1998, between Aames
     Capital Corporation and Bankers Trust Company of California, N.A.
     (incorporated by reference to Exhibit 10.1 of Registrant's Current Report
     on Form 8-K/A filed April 30, 1998)

99.1 Annual Statements of Compliance, dated September 1, 1998, for Registrant's
     Mortgage Pass-Through Certificates, Series 1997-C, 1997-D and 1998-A

99.2 Report of PRICEWATERHOUSECOOPERS LLP, dated August 6, 1998, on Compliance
     with the Uniform Single Attestation Program for Mortgage Bankers

99.3 Report Aggregating Certain Monthly Information to Certificateholders with
     respect to Registrant's Mortgage Pass-Through Certificates, Series 1997-C,
     1997-D and 1998-A

(b)  Reports on Form 8-K.

     During the last quarter of the fiscal year ended June 30, 1998, the
Registrant filed the following reports on Form 8-K:



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     1.   Current Report on Form 8-K dated April 27, 1998 attaching monthly
          Statements to Certificateholders for Registrant's Mortgage
          Pass-Through Certificates, Series 1997-C, 1997-D and 1998-A.

     2.   Current Report on Form 8-K/A dated April 29, 1998 attaching final
          information with respect to Aames Mortgage Trust 1998-A.

     3.   Current Report on Form 8-K dated May 27, 1998 attaching monthly
          Statements to Certificateholders for Registrant's Mortgage
          Pass-Through Certificates, Series 1997-C, 1997-D and 1998-A.

     4.   Current Report on Form 8-K dated June 23, 1998 attaching monthly
          Statements to Certificateholders for Registrant's Mortgage
          Pass-Through Certificates, Series, 1997-C, 1997-D and 1998-A.

(c)  Exhibits required by Item 601 of Regulation S-K.

     Described in subparagraph (a).

(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 28, 1998               By: /s/  CARY H. THOMPSON
                                            ------------------------------------
                                            Cary H. Thompson
                                            Chief Executive 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

<TABLE>
<CAPTION>
EXHIBIT                             DOCUMENT
-------                             --------
<S>       <C>
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 1997-C, dated September 1, 1997
          (incorporated by reference to Exhibit 4.1 to Registrant's Current
          Report on Form 8-K filed October 10, 1997)

4.2       Pooling and Servicing Agreement with respect to Registrant's Mortgage
          Pass-Through Certificates, Series 1997-D, dated December 1, 1997
          (incorporated by reference to Exhibit 4.1 to Registrant's Current
          Report on Form 8-K filed January 28, 1998)

4.3       Pooling and Servicing Agreement with respect to Registrant's Mortgage
          Pass-Through Certificates, Series 1998-A, dated March 1, 1998
          (incorporated by reference to Exhibit 4.1 to Registrant's Current
          Report on Form 8-K/A filed April 30, 1998)

4.4       Financial Guaranty Insurance Policy issued by Financial Security
          Assurance Inc., with respect to Registrant's Mortgage Pass-Through
          Certificates, Series 1997-D, dated December 19, 1997 (incorporated by
          reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K
          filed January 28, 1998)

4.5       Financial Guaranty Insurance Policy issued by Financial Security
          Assurance Inc., with respect to Registrant's Mortgage Pass-Through
          Certificates, Series 1998-A, dated March 30, 1998 (incorporated by
          reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K/A
          filed April 30, 1998)

10.1      Subsequent Transfer Agreement, dated as of December 19, 1997, between
          Aames Capital Corporation and Bankers Trust Company of California,
          N.A. (incorporated by reference to Exhibit 10.1 of Registrant's
          Current Report on Form 8-K filed January 28, 1998)

10.2      Subsequent Transfer Agreement, dated as of March 30, 1998, between
          Aames Capital Corporation and Bankers Trust Company of California,
          N.A. (incorporated by reference to Exhibit 10.1 of Registrant's
          Current Report on Form 8-K/A filed April 30, 1998)

99.1      Annual Statements of Compliance, dated September 1, 1998, for
          Registrant's Mortgage Pass-Through Certificates, Series 1997-C, 1997-D
          and 1998-A

99.2      Report of PRICEWATERHOUSECOOPERS LLP, dated August 6, 1998, on
          Compliance with the Uniform Single Attestation Program for Mortgage
          Bankers
</TABLE>




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                            EXHIBIT INDEX (Continued)

<TABLE>
<CAPTION>
EXHIBIT                             DOCUMENT
-------                             --------
<S>       <C>
99.3      Report Aggregating Certain Monthly Information to Certificateholders
          with respect to Registrant's Mortgage Pass-Through Certificates,
          Series 1997-C, 1997-D and 1998-A
</TABLE>









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