UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
AAMES FINANCIAL CORP
______________________________________________
(Name of Issuer)
Common Stock
______________________________________________
(Title of Class of Securities)
00253A101
______________________________________________
(CUSIP NUMBER)
Check the following box if a fee is being paid
with this statement ( ). (A fee is not
required only if the filing person: (1) has a
previous statement on file reporting
beneficial ownership of more than five percent
of the class of securities described in Item
1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-
7).
* The remainder of this cover page shall be
filled out for a reporting person's initial
filing on this form with respect to the
subject class of securities, and for any
subsequent amendment containing information
which would alter the disclosures provided in
a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the
Securities and Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that
section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
<PAGE> 2 of 7
CUSIP NO. 00253A101 13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
George D. Bjurman & Associates
IRS Identification No. 95-2654860
______________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ______
(b) ______
______________________________________________
3. SEC USE ONLY
______________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
______________________________________________
5. SOLE VOTING POWER
611,895
NUMBER OF SHARES 6. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE
POWER 611,895
8. SHARED DISPOSITIVE
POWER
-0-
______________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
611,895
______________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
N/A
______________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
3.50%
______________________________________________
12. TYPE OF REPORTING PERSON
IA
<PAGE> 3 of 7
CUSIP NO. 00253A101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
George Andrew Bjurman*
###-##-####
______________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ______
(b) __X___
______________________________________________
3. SEC USE ONLY
______________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_______________________________________________
5. SOLE VOTING POWER
-0-
NUMBER OF SHARES 6. SHARED VOTING POWER
BENEFICIALLY 611,895*
OWNED BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE
POWER -0-
8. SHARED DISPOSITIVE
POWER
611,895*
_______________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
611,895*
______________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
N/A
_______________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
3.50%
_______________________________________________
12. TYPE OF REPORTING PERSON
IN
*The filing of this statement shall not be
deemed an admission by George Andrew Bjurman
that he beneficially owns the securities
attributed to George D. Bjurman Associates for
any purpose.
<PAGE> 4 of 7
CUSIP NO. 00253A101 13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Owen Thomas Barry III*
###-##-####
_______________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ______
(b) __X___
_______________________________________________
3. SEC USE ONLY
_______________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________
5. SOLE VOTING POWER
-0-
NUMBER OF SHARES 6. SHARED VOTING POWER
BENEFICIALLY 611,895*
OWNED BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE
POWER -0-
8. SHARED DISPOSITIVE
POWER
611,895*
________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
611,895*
_________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
N/A
_________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
3.50%
__________________________________________________
12. TYPE OF REPORTING PERSON
IN
* The filing of this statement shall not
be deemed an admission by Owen Thomas Barry
III that he beneficially owns the securities
attributed to George D. Bjurman Associates for
any purpose.
<PAGE> 5 of 7
Item 1.
(a) Name of Issuer:
Aames Financial Corp
(b) Address of Issuer's Principal
Executive Offices:
3731 Wilshire Blvd.
10th Floor
Los Angeles, CA 90010
Item 2.
(a) Name of Persons Filing:
George D. Bjurman Associates
("GDBA"),George Andrew Bjurman*
and Owen Thomas Barry III*.
*These individuals may,
as a result of their ownership
in and positions with GDBA, be
deemed to be indirect
beneficial owners of the equity
securities held by GDBA. The
filing of this statement shall
not be deemed an admission by
George Andrew Bjurman and Owen
Thomas Barry that either person
beneficially owns the
securities attributed to GDBA
for any purpose, regardless of
whether they are acting in
concert or acting severally.
(b) Address of Principal Business
Office or, if none, Residence:
The business address for
GDBA and Messrs. Bjurman and
Barry is 10100 Santa Monica
Boulevard, Suite 1200, Los
Angeles, CA 90067.
(c) Citizenship:
GDBA is a corporation
organized under the laws of
California. Messrs. Bjurman
and Barry are United States
citizens.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
00253A101
Item 3. If this statement is filed
pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
GDBA is an Investment Adviser
registered under section 203 of the
Investment Advisers Act of 1940.
<PAGE> 6 of 7
Item 4. Ownership.
(a) Amount Beneficially Owned:
As of October 31, 1996,
GDBA beneficially owned 611,895
shares. *Messrs. Bjurman and
Barry III may, as a result of
their ownership in and
positions with GDBA, be deemed
to be indirect beneficial
owners of the equity securities
held by GDBA.
(b) Percent of Class:
3.50%
(c) Number of shares as to which
such person has:
(i) sole power to vote
or to direct the vote:
-0-
(ii) shared power to
vote or to
direct the vote:
611,895**
(iii) sole power to
dispose or to direct the
disposition of:
-0-
(iv) shared power to
dispose or to direct the
disposition of:
611,895**
**GDBA, as an investment adviser,
shares such powers only to the
extent that its clients may be able
to give instructions that would
supersede GDBA's otherwise full
discretionary authority over the
disposition or voting of the
securities in its portfolios.
Item 5. Ownership of Five Percent or Less
of a Class.
Not Applicable
Item 6. Ownership of More than Five
Percent on Behalf
of Another Person.
Not Applicable
Item 7. Identification and Classification
of the Subsidiary Which Acquired the
Security Being Reported on By the
Parent Holding Company.
Not Applicable
Item 8. Identification and Classification
of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
<PAGE> 7 of 7
Item 10. Certification and Signature.
By signing below I certify that, to the
best of my knowledge and belief, the
securities referred to above were acquired in
the ordinary course of business and were not
acquired for the purpose of and do not have
the effect of changing or influencing the
control of the issuer of such securities and
were not acquired in connection with or as a
participant in any transaction having such
purposes or effect.
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify
that the information set forth in this
statement is true, complete and correct.
11/8/96
_____________
Date
/s/ George Andrew Bjurman
_________________________
Signature
George Andrew Bjurman
President & CEO,GDBA
_________________________
Name/Title
/s/ George Andrew Bjurman
__________________________
George Andrew Bjurman
/s/ Owen Thomas Barry III
___________________________
Owen Thomas Barry III
