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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, 2001

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from  to

Commission file numbers 333-46893-01

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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
Los Angeles, California                 |  | 90071                               
|(Address of principal executive offices)                       |  | (ZIP Code)                          

(213) 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 2000-1, Aames Mortgage Trust 2000-2, Aames Mortgage
Trust 2001-1 or Aames Mortgage Trust 2001-2 (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 the Trusts is Countrywide Home Loans, Inc. and the Trustee under the Trusts is Bankers Trust
Company of California, N.A. For information about material litigation concerning Servicer or the Trustee, see the public filings of the Servicer 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 2000-1, Mortgage
Pass-Through Certificates, Series 2000-2, Mortgage Pass-Through Certificates, Series 2001-1 or Mortgage Pass-Through
Certificates, Series 2001-2.

As
of June 30, 2001, there was one (1) holder of record of each of Registrant's publicly registered Mortgage Pass-Through Certificates,
Series 2000-1, Mortgage Pass-Through Certificates, Series 2000-2, Mortgage Pass-Through Certificates, Series 2001-1 or
Mortgage Pass-Through Certificates, Series 2001-2 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 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.



During
the last quarter of the fiscal year ended June 30, 2001, the Registrant filed the following reports on Form 8-K:



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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, 2001 |  | 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 MEYERSONA. Jay Meyerson     |  | Director                                                    |  | September 28, 2001
|                                      |  |                                                             |  |                   
|/s/JON D. VAN DEURENJon D. Van Deuren |  | Senior Vice President, Chief Financial Officer and Director |  | September 28, 2001

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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 2000-1, dated September 01, 2000 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on
behalf of Aames Mortgage Trust 1999-1 on October 04, 2000).              
|4.2     |  | Certificate Insurance Policy issued by Financial Security Assurance, Inc., with respect to Registrant's Mortgage Pass-Through Certificates, Series 2000-1, dated September 01, 2000 (incorporated by reference to Exhibit 4.1 to
Registrant's Current Report on Form 8-K filed October 04, 2000).               
|4.3     |  | Pooling and Servicing Agreement with respect to Registrant's Mortgage Pass-Through Certificates, Series 2000-2, dated December 01, 2000 (incorporated by reference to Exhibit 4.1 to Aames Mortgage Trust 2000-2 Current Report on
Form 8-K filed January 04, 2001).                                            
|4.4     |  | Certificate Insurance Policy issued by Financial Security Assurance, Inc., with respect to Registrant's Mortgage Pass-Through Certificates, Series 2000-2, dated December 01, 2000 (incorporated by reference to Exhibit 4.1 to Aames
Mortgage Trust 2000-2 Current Report on Form 8-K filed January 04, 2001). 
|4.5     |  | Pooling and Servicing Agreement with respect to Registrant's Mortgage Pass-Through Certificates, Series 2001-1, dated March 01, 2001 (incorporated by reference to Exhibit 4.1 to Aames Mortgage Trust 2001-1 Current Report on
Form 8-K filed April 11, 2001).                                                 
|4.6     |  | Certificate Insurance Policy issued by Financial Security Assurance, Inc., with respect to Registrant's Mortgage Pass-Through Certificates, Series 2001-1, dated March 01, 2001 (incorporated by reference to Exhibit 4.1 to Aames
Mortgage Trust 2001-1 Current Report on Form 8-K filed April 11, 2001).      
|4.7     |  | Pooling and Servicing Agreement with respect to Registrant's Mortgage Pass-Through Certificates, Series 2001-2, dated June 01, 2001 (incorporated by reference to Exhibit 4.1 to Aames Mortgage Trust 2001-2 Current Report on
Form 8-K filed August 02, 2001).                                                 
|4.8     |  | Certificate Insurance Policy issued by Financial Security Assurance, Inc., with respect to Registrant's Mortgage Pass-Through Certificates, Series 2001-2, dated June 01, 2001 (incorporated by reference to Exhibit 4.1 to Aames
Mortgage Trust 2001-2 Current Report on Form 8-K filed August 02, 2001).      
|99.1    |  | Report of Ernst & Young LLP, dated September 14, 2001, 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 2000-1, Mortgage Pass-Through Certificates, Series 2000-2, Mortgage Pass-Through Certificates,
Series 2001-1 and Mortgage Pass-Through Certificates, Series 2001-2.

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