EXHIBIT 28.1

                ANNUAL STATEMENT AS TO COMPLIANCE

      The  undersigned,  Gregory J. Witherspoon,  Executive  Vice
President - Finance and Chief Financial Officer of Aames  Capital
Corporation  (the "Servicer"), in its capacity as Servicer  under
the following:

     Pooling and Servicing Agreement with respect to Registrant's
     Mortgage  Pass-Through Certificates,  Series  1995-C,  dated
     September 1, 1995

     Pooling and Servicing Agreement with respect to Registrant's
     Mortgage  Pass-Through Certificates,  Series  1995-D,  dated
     December 1, 1995

     Pooling and Servicing Agreement with respect to Registrant's
     Mortgage  Pass-Through Certificates,  Series  1996-A,  dated
     March 1, 1996

     Pooling and Servicing Agreement with respect to Registrant's
     Mortgage  Pass-Through Certificates,  Series  1996-B,  dated
     June 1, 1996.

(collectively,  the  "Pooling  and Servicing  Agreements"),  does
hereby  certify  pursuant  to Section 3.10  of  the  Pooling  and
Servicing Agreements that as of the date given below:

              (a)     a  review of the activities of the Servicer
          for  the  fiscal year ended June 30, 1996  and  of  its
          performance under the Pooling and Servicing  Agreements
          has been made under my supervision, and

              (b)     to the best of my knowledge, based on  such
          review,  the Servicer has fulfilled all of its material
          obligations under the Pooling and Servicing  Agreements
          throughout such year.

      IN  WITNESS WHEREOF, I have hereunto signed my name  as  of
this 27th day of September, 1996.


                                     /s/Gregory  J. Witherspoon
                              --------------------------------------
                               Gregory J. Witherspoon
                               Executive Vice President - Finance
                               and  Chief  Financial Officer