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

May 31, 2005

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, 43^rd Floor

Los Angeles, CA 90071

(Address of principal executive offices)(Zip Code)

(323) 210-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 24f0.13e-4(c))

Item 8.01 Other Events

Reference is made to the press release of the registrant dated May 31, 2005, which contains information meeting the requirements of this Item 8.01 and is incorporated herein by reference. The full text of the press release is attached as Exhibit 99.1. References to the registrant’s web site in the press release do not incorporate by reference the information on the registrant’s web site into this report and the registrant disclaims any such incorporation by reference.

Item 9.01 Financial Statements and Exhibits

(a)	Financial statements: None
(b)	Pro forma financial information: None
(c)	Exhibits:
	99.1 Aames Mortgage Investment Trust 2005-2 Press Release dated May 31, 2005

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/ Patrick D. Grosso
	Patrick D. Grosso
	Assistant Secretary
	Dated: June 9, 2005

EX-99.1

Exhibit 99.1

Investment Corporation

AAMES INVESTMENT CORPORATION

Closes $1.14 Billion Asset-Backed Securitization

Los Angeles, California, May 31, 2005 – Aames Investment Corporation (NYSE: AIC), a mortgage real estate investment trust, today closed a securitization and related offering by Aames Mortgage Investment Trust 2005-2 of approximately $1.14 billion of notes backed by non-conforming mortgage loans transferred to the trust. The securitization lead managers were Countrywide Securities Corporation and Citigroup Global Markets Inc. and co-managers were Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Friedman Billings Ramsey & Co., Inc., Lehman Brothers Inc., Morgan Stanley & Co. and RBS Greenwich Capital.

The notes are characterized as debt for both tax and financial reporting purposes and represent obligations of Aames Mortgage Investment Trust 2005-2, a Delaware statutory trust. The assets of the trust included two groups of mortgage loans secured by one-to-four family residential mortgages. The notes do not represent a financial obligation of Aames Investment but will be consolidated onto Aames Investment’s consolidated financial statements under generally accepted accounting principles.

Class	Class Principal Amount		Summary Interest Rate Formula	Rating Moody’s /S&P
1A1	$	143,042,000	1 month LIBOR plus 0.080%	Aaa/AAA
1A2	$	289,696,000	1 month LIBOR plus 0.220%	Aaa/AAA
1A3	$	17,300,000	1 month LIBOR plus 0.360%	Aaa/AAA
2A1	$	449,414,000	1 month LIBOR plus 0.230%	Aaa/AAA
M1	$	40,542,000	1 month LIBOR plus 0.450%	Aa1/AA+
M2	$	41,121,000	1 month LIBOR plus 0.470%	Aa2/AA+
M3	$	24,325,000	1 month LIBOR plus 0.500%	Aa3/AA
M4	$	22,008,000	1 month LIBOR plus 0.630%	A1/AA
M5	$	19,113,000	1 month LIBOR plus 0.660%	A2/AA
M6	$	16,796,000	1 month LIBOR plus 0.720%	N/R/AA-
M7	$	18,533,000	1 month LIBOR plus 1.200%	Baa1/A+
M8	$	14,479,000	1 month LIBOR plus 1.350%	Baa2/A
M9	$	13,321,000	1 month LIBOR plus 1.850%	Baa3/A-
B1	$	12,700,000	1 month LIBOR plus 3.000%	N/R/BBB+
B2	$	5,833,000	1 month LIBOR plus 3.000%	N/R/BBB
B3	$	6,950,000	1 month LIBOR plus 3.000%	N/R/BBB
B4	$	9,264,000	1 month LIBOR plus 3.000%	N/R/BBB-
Total:		$1,144,437,000

Contact Information

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

Additional information may also be obtained by visiting www.aames.net, Aames Investment’s website.

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 our performance and results to vary include: (i) changes in overall economic conditions and interest rates; (ii) an inability to originate subprime hybrid/adjustable mortgage loans; (iii) increased delinquency rates in our portfolio; (iv) adverse changes in the securitization and whole loan market for mortgage loans; (v) declines in real estate values; (vi) limited cash flow to fund operations and dependence on short-term financing facilities; (vii) concentration of operations in California, Florida, New York and Texas; (viii) extensive government regulation;(ix) intense competition in the mortgage lending industry and (x) 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, 2004 and other filings with the SEC made by the company pursuant to the Securities Exchange Act of 1934. Aames Investment expressly disclaims any obligation to update or revise any forward-looking statements in this press release.