**EXHIBIT 11**

**AAMES FINANCIAL
  CORPORATION and SUBSIDIARIES**
  Computation of Basic and Diluted Income per Common Share
  (In thousands, except per share data)

|                                                                   | Three
      Months Ended
      September 30,
|------------------------------------------------------------------ | --------------------------------------------
|                                                                   |                                             
|Basic
      net income per common share:                           |                                             
|Net
      income                                                   |                                             
|Less:
      Accrued dividends on Series B, C and D                 |                                             
|Convertible
      Preferred Stock                                  |                                             
|                                                                   |                                             
|Basic
      net income to common stockholders                      |                                             
|                                                                   |                                             
|Basic
      weighted average number of common shares outstanding   |                                             
|                                                                   |                                             
|Basic
      net income per common share                            |                                             
|                                                                   |                                             
|Diluted
      net income per common share:                         |                                             
|Basic
      net income to common stockholders                      |                                             
|Plus:
      Accrued dividends on Series B, C and D Convertible     |                                             
|Preferred
      Stock                                              |                                             
|Interest
      on 5.5% Convertible Subordinated Debentures         |                                             
|                                                                   |                                             
|Diluted
      net income (loss) to common stockholders             |                                             
|                                                                   |                                             
|Basic
      weighted average number of common shares outstanding   |                                             
|Plus
      incremental shares from assumed:                        |                                             
|Conversions
      of:                                              |                                             
|Series
      B, C and D Convertible Preferred Stock                |                                             
|5.5%
      Convertible Subordinated Debentures                     |                                             
|Exercise
      of:                                                 |                                             
|Common
      stock options                                         |                                             
|Warrants                                                           |                                             
|                                                                   |                                             
|Diluted
      weighted average number of common shares outstanding |                                             
|Diluted
      net income per common share                          |                                             
|                                                                   |