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                       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)
                                 MARCH 29, 2001

                            AAMES CAPITAL CORPORATION
                                  ON BEHALF OF
                           AAMES MORTGAGE TRUST 2001-1
          ------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


         CALIFORNIA                      333-54184             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)

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Item 5.  Other Events
         ------------

         Aames Capital Corporation (the "Transferor") registered up to
         $2,003,994,800 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. 333-54184) (the
         "Registration Statement"). Pursuant to the Registration Statement, the
         Transferor filed a Prospectus Supplement, dated March 13, 2001, and a
         Prospectus, dated March 13, 2001 (together, the "Prospectus"), relating
         to $150,000,000 (approximate) aggregate principal amount of Mortgage
         Pass-Through Certificates, Series 2001-1 (the "Certificates"), issued
         by Aames Mortgage Trust 2001-1 (the "Trust") on March 29, 2001 (the
         "Closing Date"). The Certificates consist of the Class A-1, Class A-2,
         Class A-IO, Class M-1, Class M-2 and Class B 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 offered 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 March 1, 2001 (the "Pooling and Servicing
         Agreement") between the Transferor, as sponsor, Countrywide Home Loans,
         as servicer, and Bankers Trust Company of California, N.A., as trustee
         (the "Trustee"). 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 333-54184.

Item 7.  Financial Statements: Pro Forma Financial Information and
         ---------------------------------------------------------
         Exhibits.
         ---------

         (a)  Not applicable.

         (b)  Not applicable.

         (c)  Exhibits:

                                      -2-



   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: May 2, 2001










                                      -4-



                                  EXHIBIT INDEX

      Exhibit No.     Description of Exhibit
      -----------     ----------------------

         99.1         Final Mortgage Pool Data