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                                                               Exhibit 10.27(f)

                                 AMENDMENT NO. 2
                                       TO
                                    GUARANTY


This Amendment No. 2 (this "Amendment") dated September 1, 1999 amends the
Guaranty dated as of February 10, 1999 (the "Guaranty"), made by Aames Financial
Corporation (the "Guarantor") in favor of Greenwich Capital Financial Products,
Inc. (the "Lender"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth in the Guaranty or, if not so defined
therein, the Loan Agreement (as defined in the Guaranty). The Guarantor and the
Lender, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged enter into this Amendment and agree as follows:

1.       AMENDMENT

Effective as of September 1, 1999, Section 3(b)(iii) of the Guaranty is hereby
amended and restated in its entirety as follows:

             (iii)        LIQUIDITY. The aggregate amount of the Guarantor's
                          cash, Cash Equivalents and available borrowing
                          capacity on unencumbered assets that could be drawn
                          against (taking into account required haircuts) under
                          committed warehouse or working capital facilities, on
                          a consolidated basis and on any given day, shall be
                          (a) prior to October 31, 1999, $5,000,000; and (b) on
                          and after October 31, 1999, $15,000,000.

2.       REPRESENTATIONS

In order to induce the Lender to execute and deliver this Amendment, the
Guarantor hereby represents to the Lender that as of the date hereof, after
giving effect to this Amendment, (a) the representations and warranties set
forth in Section 3 of the Guaranty are and shall be and remain true and correct
and (b) the Guarantor is in full compliance with all of the terms and conditions
of the Guaranty.

3.       MISCELLANEOUS

Except as specifically amended herein, the Guaranty shall continue in full force
and effect in accordance with its original terms. Reference to this specific
Amendment need not be made in the Guaranty or any other instrument or document
executed in connection therewith, or in any certificate, letter or communication
issued or made pursuant to or with respect to the Guaranty, any reference in any
of such items to the Guaranty being sufficient to refer to the Guaranty as
amended hereby.



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IN WITNESS WHEREOF, the Guarantor and the Lender have caused this Amendment No.
2 to be duly executed and delivered as of the date first above written.


                                      AAMES FINANCIAL CORPORATION


                                      By:
                                         -------------------------------------
                                            David A. Sklar
                                            Executive Vice President and CFO


                                      GREENWICH CAPITAL FINANCIAL
                                      PRODUCTS, INC.


                                      By:
                                         -------------------------------------
                                            John C. Anderson
                                            Senior Vice President