Exhibit 10.36(d)

# AMENDMENT
NUMBER THREEto
theMaster
Loan and Security AgreementDated
as of July 22, 2003by
and betweenAAMES
CAPITAL CORPORATIONandCITIGROUP GLOBAL MARKETS REALTY CORP.

This AMENDMENT NUMBER THREE is made this 16th day of December, 2003, by and between
AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd
Floor, Los Angeles, California 90071 (the Borrower) and CITIGROUP
GLOBAL MARKETS REALTY CORP., having an address at 350 Greenwich Street, 4th
Floor, New York, New York 10013 (the Lender), to the Master Loan and
Security Agreement, dated as of July 22, 2003, by and between the Borrower and
the Lender, as amended (the Agreement). Capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in
the Agreement.

# RECITALS

WHEREAS,
the Lender and Aames Financial Corporation (the Guarantor) have
agreed to amend the Guaranty, dated as of July 22, 2003 (the
Guaranty) to change the Tangible Net Worth requirement of the
Guarantor from $34,000,000 to $60,000,000;

WHEREAS,
the Borrower and the Lender have agreed to amend the Agreement to reflect such
change as set forth herein; and

WHEREAS,
as of the date of this Amendment, the Borrower represents to the Lender that it
is in compliance with all of the representations and warranties and all of the
affirmative and negative covenants set forth in the Agreement and is not in
default under the Agreement.

NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and for the mutual covenants herein contained,
the parties hereto hereby agree as follows:

SECTION
1. Effective as of January 1, 2004, clause (b) of Section 6.16 of the Agreement
is hereby amended by deleting 34,000,000 in the first line therein
and replacing it with $60,000,000.

SECTION
2. Defined Terms. Any terms capitalized but not otherwise defined herein
should have the respective meanings set forth in the Agreement.

SECTION
3. Limited Effect. Except as amended hereby, the Agreement shall continue
in full force and effect in accordance with its terms. Reference to this
Amendment need not be made in the Agreement or any other instrument or document
executed in connection therewith,



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or in
any certificate, letter or communication issued or made pursuant to, or with
respect to, the Agreement, any reference in any of such items to the Agreement
being sufficient to refer to the Agreement as amended hereby.

SECTION
4. Representations. In order to induce the Lender to execute and deliver
this Amendment Number Three, the Borrower hereby represents to the Lender that
as of the date hereof, the Borrower is in full compliance with all of the terms
and conditions of the Agreement and no Default or Event of Default has occurred
and is continuing under the Agreement.

SECTION
5. Governing Law. This Amendment Number Three shall be construed in
accordance with the laws of the State of New York and the obligations, rights,
and remedies of the parties hereunder shall be determined in accordance with
such laws without regard to conflict of laws doctrine applied in such state
(other than Section 5-1401 of the New York General Obligations Law).

SECTION
6. Counterparts. This Amendment Number Three may be executed by each of
the parties hereto on any number of separate counterparts, each of which shall
be an original and all of which taken together shall constitute one and the same
instrument.

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IN
WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment Number
Three to be executed and delivered by their duly authorized officers as of the
day and year first above written.

| | AAMES
CAPITAL CORPORATION,  (Borrower)
| | --------------------------------------

| | By:_______________________________________________________
        Name:_____________________________________________________
        Title:______________________________________________________
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | CITIGROUP
GLOBAL MARKETS REALTY  CORP.,  (Lender)
| | -------------------------------------------------

| | By:_______________________________________________________
        Name:_____________________________________________________
        Title:______________________________________________________
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------