SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported)
                                DECEMBER 27, 2000

                            AAMES CAPITAL CORPORATION
                                  ON BEHALF OF
                           AAMES MORTGAGE TRUST 2000-2
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             (Exact name of Registrant as specified in its charter)

     CALIFORNIA                    333-64903-03                 95-4438859
- -----------------------            ------------              ------------------
(State or other jurisdiction       (Commission               (I.R.S.  employer
of incorporation)                  file number)              identification no.)



350 SOUTH GRAND AVENUE, 52ND FLOOR
    LOS ANGELES, CALIFORNIA                                        90071
- -----------------------------------------                    -------------------
(Address of principal executive offices)                         (ZIP Code)

                                 (323) 210-5000
          -------------------------------------------------------------
               Registrant's telephone number, including area code

                                       N/A
                     --------------------------------------
          (Former name or former address, if changed since last report)









Item 5. OTHER EVENTS

        Aames Capital Corporation (the "Transferor") registered up to
        $1,331,730,000 aggregate principal amount of asset-backed certificates
        and asset-backed bonds under Rule 415 of the Securities Act of 1933, as
        amended (the "Act"), pursuant to a Registration Statement on form S-3,
        including a prospectus (Registration Statement File No. 333-64903) (the
        "Registration Statement"). Pursuant to the Registration Statement, the
        Transferor filed a Prospectus Supplement, dated December 5, 2000, and a
        Prospectus, dated September 8, 2000 (together, the "Prospectus"),
        relating to $465,000,000 aggregate principal amount of Mortgage
        Pass-Through Certificates, Series 2000-2 (the "Certificates"), issued by
        Aames Mortgage Trust 2000-2 (the "Trust") on December 19, 2000 (the
        "Closing Date"). The Certificates consist of the Class A-F1, Class A-F2,
        Class A-F3, Class A-F4, Class A-F5, Class A-F6, Class A-V1 and Class
        A-V2 Certificates (collectively, the "Offered Certificates"), Class R
        Certificates, Class P Certificates and Class C Certificates (the "Class
        R Certificates, " the "Class P Certificates" and "Class C Certificates",
        respectively, and collectively with the Offered Certificates, the
        "Certificates"). Only the Offered Certificates were offer by the
        Prospectus.

        The Certificates represent undivided beneficial ownership interests in
        the Trust, which was created pursuant to the Pooling and Servicing
        Agreement dated as of December 1, 2000 (the "Pooling and Servicing
        Agreement") between the Transferor, as sponsor, Countrywide Home Loans,
        Inc., as servicer, and Bankers Trust Company of California, N.A., as
        trustee (the "Trustee"). Pursuant to the Pooling and Servicing
        Agreement, the Trust issued the Certificates in the aggregate principal
        amount of $471,502,000. On the Closing Date, the corpus of the Trust
        consisted primarily of a pool (the "Mortgage Pool") of home equity
        mortgage loans (the "Initial Mortgage Loans").

        The description of the Mortgage Pool in the Prospectus contained
        information only with respect to the Initial Mortgage Loans as of the
        Cut-off Date. This Current Report on Form 8-K is being filed to update
        the description of the Mortgage Pool contained in the Prospectus.

        Capitalized terms used but not otherwise defined herein have the
        meanings ascribed to them in the Prospectus. The Prospectus has been
        filed with the Securities and Exchange Commission pursuant to Rule
        424(b)(2) under file number 333-64903-03.

        Item 7. FINANCIAL STATEMENTS: PRO FORMA FINANCIAL INFORMATION AND
                EXHIBITS.

        (a)    Not applicable.

        (b)    Not applicable.

        (c)    Exhibits:

        99.1   Final Mortgage Pool Data




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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       AAMES CAPITAL CORPORATION


                                       By: /s/ JON VAN DEUREN
                                           --------------------------
                                               Jon Van Deuren
                                               Senior Vice President


         Dated:  January 11, 2001





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                                                       EXHIBIT INDEX


         EXHIBIT NO.     DESCRIPTION OF EXHIBIT
         -----------     -----------------------

         99.1            Final Mortgage Pool Data










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