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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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, 2000
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
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AAMES CAPITAL CORPORATION

(Exact name of Registrant as specified in its charter)

CALIFORNIA 95-4438859
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

350 SOUTH GRAND AVENUE, LOS 90071
ANGELES, CALIFORNIA
(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 REGISTERED
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NONE NOT APPLICABLE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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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 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 1999-1 or Aames Mortgage Trust 1999-2 (the "Trusts"), Bankers Trust
Company of California, N.A., as Trustee under the Trusts or the Registrant, as
Servicer 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 1999-1 or Mortgage Pass-Through Certificates,
Series 1999-2.

As of June 30, 2000, there was one (1) holder of record of each of
Registrant's publicly registered Mortgage Pass-Through Certificates, Series
1999-1 and Mortgage Pass-Through Certificates, Series 1999-2 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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* 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."

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.
See Exhibit Index.

(b) Reports on Form 8-K.

During the last quarter of the fiscal year ended June 30, 1999, the
Registrant filed the following reports on Form 8-K:

1. Current Report on Form 8-K dated July 15, 1999 attaching monthly Statements
to Certificateholders for Registrant's Mortgage Pass-Through Certificates,
Series 1999-1.

2. Current Report on Form 8-K dated July 28, 2000 attaching computational
materials with respect to the Aames Mortgage Trust 1999-1.

3. Current Report on Form 8-K dated July 28, 2000 attaching opinions of counsel
with respect to the Aames Mortgage Trust 1999-1.

4. Current Report on Form 8-K dated September 15, 1999 attaching monthly
Statements to Certificateholders for Registrant's Mortgage Pass-Through
Certificates, Series 1999-1.

5. Current Report on Form 8-K dated October 15, 1999 attaching monthly
Statements to Certificateholders for Registrant's Mortgage Pass-Through
Certificates, Series 1999-1.

6. Current Report on Form 8-K dated October 29, 1999 attaching opinions of
counsel and consents with respect to the Aames Mortgage Trust 1999-2.

7. Current Report on Form 8-K dated November 12, 1999 attaching computational
materials with respect to the Aames Mortgage Trust 1999-2.

8. Current Report on Form 8-K dated November 18, 1999 reporting the closing of
the Aames Mortgage Trust 1999-2.

9. Current Report on Form 8-K dated December 15, 1999 attaching monthly
Statements to Certificateholders for Registrant's Mortgage Pass-Through
Certificates, Series 1999-1 and 1999-2.

10. Current Report on Form 8-K dated January 18, 2000 attaching monthly
Statements to Certificateholders for Registrant's Mortgage Pass-Through
Certificates, Series 1999-1 and 1999-2.

11. Current Report on Form 8-K dated February 15, 2000 attaching monthly
Statements to Certificateholders for Registrant's Mortgage Pass-Through
Certificates, Series 1999-1 and 1999-2.

12. Current Report on Form 8-K dated March 15, 2000 attaching monthly Statements
to Certificateholders for Registrant's Mortgage Pass-Through Certificates,
Series 1999-1 and 1999-2.

13. Current Report on Form 8-K dated April 17, 2000 attaching monthly Statements
to Certificateholders for Registrant's Mortgage Pass-Through Certificates,
Series 1999-1 and 1999-2.

14. Current Report on Form 8-K dated May 15, 2000 attaching monthly Statements
to Certificateholders for Registrant's Mortgage Pass-Through Certificates,
Series 1999-1 and 1999-2.

15. Current Report on Form 8-K dated June 29, 2000 attaching monthly Statements
to Certificateholders for Registrant's Mortgage Pass-Through Certificates,
Series 1999-1 and 1999-2.

(d) Financial Statements.
Not applicable.

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, 2000 By: /s/ JON D. VAN DEUREN
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Jon D. Van Deuren
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of Aames Capital
Corporation and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
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/s/ A. JAY MEYERSON
------------------------------------ Director September 28, 2000
A. Jay Meyerson

/s/ JON D. VAN DEUREN Senior Vice President,
------------------------------------ Chief Financial Officer September 28, 2000
Jon D. Van Deuren and Director

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

EXHIBIT INDEX

EXHIBIT DOCUMENT
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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 1999-1, dated
July 1, 1999 (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 September 1, 1999).

4.2 Certificate Insurance Policy issued by Financial Security
Assurance, Inc., with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1999-1, dated August 5,
1999 (incorporated by reference to Exhibit 4.2 to
Registrant's Current Report on Form 8-K filed September 1,
1999).

4.3 Pooling and Servicing Agreement with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1999-2, dated
November 1, 1999 (incorporated by reference to Exhibit 4.1
to Registrant's Current Report on Form 8-K filed December
23, 1999).

4.4 Certificate Insurance Policy issued by Financial Security
Assurance, Inc., with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1999-2, dated November 18,
1999 (incorporated by reference to Exhibit 4.2 to
Registrant's Current Report on Form 8-K filed December 23,
1999).

99.1 Annual Statement of Compliance, dated September 22, 2000,
for Registrant's Mortgage Pass-Through Certificates, Series
1999-1.

99.2 Annual Statement of Compliance, dated September 22, 2000,
for Registrant's Mortgage Pass-Through Certificates, Series
1999-2.

99.3 Report of Ernst & Young LLP, dated August 24, 2000, on
Compliance with the Uniform Single Attestation Program for
Mortgage Bankers

99.4 Report Aggregating Certain Monthly Information to
Certificateholders with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1999-1 and Mortgage
Pass-Through Certificates, Series 1999-2.