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

January 24, 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, 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 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) On January 24, 2006, John Vella voluntarily resigned as the President and Chief Operating Officer of Aames Investment Corporation (the “Company”) and of its subsidiaries, citing his intent to pursue other career opportunities.

(c) On January 30, 2006, the Company announced in a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference, that, effective as of that date, the Company had promoted Michael J. Matthews, 46, to Chief Production Officer of the Company and its loan production subsidiaries. Mr. Matthews previously served as the Company’s Executive Vice President of National Retail Sales and Marketing from October 2004 until his promotion and as the Executive Vice President of National Retail Sales and Marketing of Aames Financial Corporation, the Company’s predecessor (“Aames Financial”), from June 2002 until his promotion. Prior to joining Aames Financial in 2002, Mr. Matthews held various management positions at Associates First Capital Corporation, most recently serving as the Executive Vice President of Associates Home Equity Services, the largest nation-wide retail operating unit in The Associates home equity organization, from 1998 to 2001. Mr. Matthews holds a B.S. degree in Business Administration from the University of Delaware.

The Company also announced in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K that, effective as of January 30, 2006, the Company had promoted James Fullen, 53, to Executive Vice President and Chief Operations Officer for Retail and Wholesale of the Company and its loan production subsidiaries. Mr. Fullen previously served as the Senior Vice President of Retail Credit Operations of the Company from October 2004 until his promotion and as the Senior Vice President of Retail Credit Operations of Aames Financial from November 2002 until his promotion. Prior to joining Aames Financial in 2002, Mr. Fullen was the President of Custom Homebuilding of Fullen & Company, a privately-held home builder, from 2001 until 2002 and held various management positions at Associates First Capital Corporation, most recently serving as the President of Home Equity Loan Officers, where he was responsible for the re-engineering of over 200 offices from full service branches to real estate sales offices, from 1999 to 2000.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press release dated January 30, 2006

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: January 30, 2006

EX-99.1

Investment Corporation

Aames Investment Corporation Announces Loan Production Management Restructuring

Los Angeles, California, January 30, 2006 – Aames Investment Corporation (NYSE: AIC), a mortgage real estate investment trust, today announced a restructuring of its corporate management team in order to consolidate its operating channels and better align its infrastructure and costs with the current market environment in the subprime sector.

In connection with the restructuring initiatives, the Company also announced that its President and Chief Operating Officer, John Vella, has resigned to pursue other opportunities. Two current executives, Mr. Michael Matthews and Mr. James Fullen, will assume Mr. Vella’s responsibilities. Mr. Matthews, currently Executive Vice President of National Retail Sales and Marketing, has been promoted to Chief Production Officer and will be responsible for all of the sales and marketing efforts for both the retail and wholesale channels. Mr. Fullen, currently Senior Vice President and head of Aames’ retail operations and settlement services, has been promoted to Executive Vice President – Chief Operations Officer for Retail and Wholesale, with responsibility for the operational processes of both the retail and wholesale channels. Both Mr. Matthews and Mr. Fullen will report directly to Mr. A. Jay Meyerson, Chairman and Chief Executive Officer of Aames.

Mr. Meyerson commented on the restructuring, “We believe that this consolidation of our retail and wholesale channels will not only create greater efficiency, but will also enhance our service levels and response time to customers. We are fortunate to have in Mike and Jim, executives with the experience and track record capable of leading our combined channels in meeting the challenges of the current subprime market. Given the recent growth and solid financial results that our retail channel achieved under Mike and Jim, this new channel management structure was a natural result of the continued refinement of our loan production operations. We appreciate the contributions made by John Vella during his tenure with the Company and wish him well in his new endeavors.”

Mr. Matthews and Mr. Fullen joined Aames in 2002 in their respective roles and have led the Company’s rebuilding and growth of its retail channel. Prior to joining Aames, Matthews and Fullen held a variety of management positions with Associates First Capital, Mr. Matthews most recently serving as Executive Vice President of Associates Home Equity Services and Mr. Fullen serving most recently as President, Home Equity Loan Offices.

As part of its corporate restructuring plan, Aames also eliminated a number of corporate overhead positions in its loan production operations.

About Aames Investment Corporation

Aames is a mortgage REIT 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 wholesale and retail channels 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; the occurrence of natural disasters (including the adverse impact of hurricanes Katrina, Rita and Wilma); (x) extensive government regulation; and (xi) 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. 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 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.