8-K

UNITED STATES

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

September 14, 2006

Date of Report (Date of earliest event reported)

AAMES INVESTMENT CORPORATION

(Exact name of Registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

1-32340	34-1981408
(commission File Number)	(IRS employer identification no.)

350 South Grand Ave, 43rd Floor

Los Angeles, CA 90071

(Address of principal executive offices)(Zip Code)

(323) 210-5000

(Registrants telephone number, Including area code)

Not Applicable

(Former name or former address, if changed sleet last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule I 3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On September 14, 2006, Aames Investment Corporation issued the attached press release disclosing the results of its Special Meeting of Stockholders held on September 14, 2006. The full text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

On September 15, 2006, Aames Investment Corporation issued the attached press release disclosing its declaration of a dividend. The full text of the press release is attached as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements: None

(b) Pro forma financial information: None

(d) Exhibits:

99.1        Results of Special Meeting

99.2        Dividend Press Release

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SIGNATURE

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

AAMES INVESTMENT CORPORATION
By:	/s/John F. Madden, Jr.
	John F. Madden, Jr.
	Executive Vice President General Counsel
	and Secretary
	Dated: September 18, 2006

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EX-99.1

Exhibit 99.1

Investment Corporation

Aames Investment Corporation Stockholders Approve Merger with Accredited Home Lenders

Los Angeles — September 14, 2006 – Aames Investment Corporation (“Aames”) (NYSE: AIC), a Los Angeles based company focused on non-prime residential mortgage lending, today announced that its stockholders voted to approve the merger of Aames with Accredited Home Lenders Holding Co. (“Accredited”).

More than the required majority of outstanding shares were voted in favor of the transaction, with approximately 81.4% of shares voted yes at today’s special meeting of stockholders.

A. Jay Meyerson, chairman and chief executive officer of Aames, stated, “Today’s vote was an important step towards our stockholders realizing the benefits of the combination of Aames and Accredited.  Our management team continues to focus on achieving an efficient and effective transition of our operations to Accredited.”

Based on today’s stockholder approvals and the anticipated closing date of October 2, 2006, Aames does not expect to release financial results for the quarter ended September 30, 2006.

About Aames Investment Corporation

Aames is a nationwide subprime mortgage lender and, through its subsidiary, Aames Financial Corporation, originates mortgage loans in 47 states. Aames Financial is a fifty-year old national mortgage banking company focused primarily on originating subprime residential mortgage loans through its retail channel under the name “Aames Home Loan.” To find out more about Aames, please visit www.aames.com.

Information Regarding Forward Looking Statements

This press release may contain forward-looking statements under federal securities laws. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties that may cause the Company’s performance and results to vary include: (i) limited cash flow to fund operations and dependence on short-term financing facilities; (ii) changes in overall economic conditions and interest rates; (iii) increased delinquency rates in the portfolio; (iv) intense competition in the mortgage lending industry; (v) adverse changes in the securitization and whole loan market for mortgage loans; (vi)

declines in real estate values; (vii) an inability to originate subprime hybrid/adjustable mortgage loans; (viii) obligations to repurchase mortgage loans and indemnify investors; (ix) concentration of operations in California, Florida, New York and Texas; (x) the occurrence of natural disasters; (xi) extensive government regulation; and (xii) an inability to comply with the federal tax requirements applicable to REITs and effectively operate within limitations imposed on REITs by federal tax rules.  For a more complete discussion of these risks and uncertainties and information relating to the Company, see the Form 10-K for the year ended December 31, 2005 and other filings with the SEC made by the Company.  Aames Investment expressly disclaims any obligation to update or revise any forward-looking statements in this press release.

Further Information

For more information, contact Steven Canup, Senior Vice President, Corporate Development and Investor Relations, in Aames Investment’s Investor Relations Department at (323) 210-5311 or at investorinfo@aamescorp.com via email.

EX-99.2

Exhibit 99.2

Investment Corporation

Aames Investment Corporation Declares Final Dividend of $0.49 per Share

Los Angeles, California, September 15, 2006 – Aames Investment Corporation (NYSE: AIC), a nationwide subprime mortgage lender, today announced that its Board of Directors declared a final cash dividend of $0.49 per common share. The dividend is payable on September 28, 2006, to shareholders of record as of September 25, 2006.

About Aames Investment Corporation

Aames is a nationwide subprime mortgage lender and, through its subsidiary, Aames Financial Corporation, originates mortgage loans in 47 states. Aames Financial is a fifty-year old national mortgage banking company focused primarily on originating subprime residential mortgage loans through its retail channel under the name “Aames Home Loan.” To find out more about Aames, please visit www.aames.com.

Information Regarding Forward Looking Statements

This press release may contain forward-looking statements under federal securities laws. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties that may cause the Company’s performance and results to vary include: (i) limited cash flow to fund operations and dependence on short-term financing facilities; (ii) changes in overall economic conditions and interest rates; (iii) increased delinquency rates in the portfolio; (iv) intense competition in the mortgage lending industry; (v) adverse changes in the securitization and whole loan market for mortgage loans; (vi) declines in real estate values; (vii) an inability to originate subprime hybrid/adjustable mortgage loans; (viii) obligations to repurchase mortgage loans and indemnify investors; (ix) concentration of operations in California, Florida, New York and Texas; (x) the occurrence of natural disasters; (xi) extensive government regulation; and (xii) an inability to comply with the federal tax requirements applicable to REITs and effectively operate within limitations imposed on REITs by federal tax rules.  For a more complete discussion of these risks and uncertainties and information relating to the Company, see the Form 10-K for the year ended December 31, 2005 and other filings with the SEC made by the Company.  Aames Investment expressly disclaims any obligation to update or revise any forward-looking statements in this press release.

Further Information

For more information, contact Steven Canup, Senior Vice President, Corporate Development and Investor Relations, in Aames Investment’s Investor Relations Department at (323) 210-5311 or at investorinfo@aamescorp.com via email