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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, 1999

                                       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 333-46893-01

                            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 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 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 1998-C (the "Trust"), 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 1998-C.

              As of June 30, 1999, there was one (1) holder of record of each of
              Registrant's publicly registered Mortgage Pass-Through
              Certificates, Series 1998-C 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 1998-C, dated September
              1, 1998 (incorporated by



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              reference to Exhibit 4.1 to Registrant's Current Report on Form
              8-K filed October 30, 1998)

4.2           Certificate Insurance Policy issued by MBIA Insurance Corporation,
              with respect to Registrant's Mortgage Pass-Through Certificates,
              Series 1998-C, dated September 25, 1998 (incorporated by reference
              to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed
              October 30, 1998)


10.1          Subsequent Transfer Agreement, dated as of September 28, 1998,
              between Aames Capital Corporation and Bankers Trust Company of
              California, N.A. (incorporated by reference to Exhibit 10.3 of
              Registrant's Current Report on Form 8-K filed October 30, 1998)

99.1          Annual Statement of Compliance, dated September 27, 1998, for
              Registrant's Mortgage Pass-Through Certificates, Series 1998-C

99.2          Report of Ernst & Young LLP, dated ____________, on Compliance
              with the Uniform Single Attestation Program for Mortgage Bankers
              (to be filed on Form 10-K/A)

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

(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:

         1.   Current Report on Form 8-K dated July 22, 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 dated September 15, 1998 attaching
              computational materials with respect to Aames Mortgage Trust
              1998-C.

         3.   Current Report on Form 8-K dated September 17, 1998 attaching
              computational materials with respect to Aames Mortgage Trust
              1998-C.

         4.   Current Report on Form 8-K dated September 18, 1998 attaching
              computational materials with respect to Aames Mortgage Trust
              1998-C.

         5.   Current Report on Form 8-K dated September 18, 1998 attaching the
              consent of accountants and opinion of counsel with respect to
              Aames Mortgage Trust 1998-C

         6.   Current Report on Form 8-K dated October 27, 1998 reporting shelf
              registration of $2 billion of asset backed securities.


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         7.   Current Report on Form 8-K dated October 29, 1998 attaching
              monthly Statements to Certificateholders for Registrant's Mortgage
              Pass-Through Certificates, Series 1998-C.

         8.   Current Report on Form 8-K dated November 30, 1998 attaching
              monthly Statements to Certificateholders for Registrant's Mortgage
              Pass-Through Certificates, Series 1998-C.

         9.   Current Report on Form 8-K dated December 31, 1998 attaching
              monthly Statements to Certificateholders for Registrant's Mortgage
              Pass-Through Certificates, Series 1998-C.

         10.  Current Report on Form 8-K dated January 25, 1999 attaching
              monthly Statements to Certificateholders for Registrant's Mortgage
              Pass-Through Certificates, Series 1998-C.

         11.  Current Report on Form 8-K dated March 1, 1999 attaching monthly
              Statements to Certificateholders for Registrant's Mortgage
              Pass-Through Certificates, Series 1998-C.

         12.  Current Report on Form 8-K dated March 22, 1999 attaching monthly
              Statements to Certificateholders for Registrant's Mortgage
              Pass-Through Certificates, Series 1998-C.

         13.  Current Report on Form 8-K dated April 26, 1999 attaching monthly
              Statements to Certificateholders for Registrant's Mortgage
              Pass-Through Certificates, Series 1998-C.

         14.  Current Report on Form 8-K dated May 21, 1999 attaching monthly
              Statements to Certificateholders for Registrant's Mortgage
              Pass-Through Certificates, Series 1998-C.

         15.  Current Report on Form 8-K dated June 30, 1999 attaching monthly
              Statements to Certificateholders for Registrant's Mortgage
              Pass-Through Certificates, Series 1998-C.


(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, 1999         By: /s/  David A. Sklar
                                      -----------------------------------------
                                            David A. Sklar
                                            Executive Vice President - Finance
                                            Chief 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


<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 1998-C, dated September 1, 1998
          (incorporated by reference to Exhibit 4.1 to Registrant's Current
          Report on Form 8-K filed October 30, 1998)

4.2       Certificate Insurance Policy issued by MBIA Insurance Corporation,
          with respect to Registrant's Mortgage Pass-Through Certificates,
          Series 1998-C, dated September 25, 1998 (incorporated by reference to
          Exhibit 4.2 to Registrant's Current Report on Form 8-K filed October
          30, 1998)

10.1      Subsequent Transfer Agreement, dated as of September 28, 1998, between
          Aames Capital Corporation and Bankers Trust Company of California,
          N.A. (incorporated by reference to Exhibit 10.3 of Registrant's
          Current Report on Form 8-K filed October 30, 1998)

99.1      Annual Statement of Compliance, dated September 27, 1998, for
          Registrant's Mortgage Pass-Through Certificates, Series 1998-C

99.2      Report of Ernst & Young LLP, dated ____________, on Compliance with
          the Uniform Single Attestation Program for Mortgage Bankers (to be
          filed on Form 10-K/A)

99.3      Report Aggregating Certain Monthly Information to Certificateholders
          with respect to Registrant's Mortgage Pass-Through Certificates,
          Series 1998-C
</TABLE>