U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
___________________________________________________________________________
1. Name and address of issuer:
Accessor Funds, Inc.
1420 Fifth Avenue
Suite 3130
Seattle, Washington 98101
___________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
Growth Portfolio
Value and Income Portfolio
Small to Mid Cap Portfolio
International Equity Portfolio
Intermediate Fixed-Income Portfolio
Short-Intermediate Fixed-Income Portfolio
Mortgage Securities Portfolio
U.S. Government Money Portfolio
Municipal Intermediate Fixed-Income Portfolio
Institutional Investor Fixed-Income Portfolio
___________________________________________________________________________
3. Investment Company Act File Number:
811-6337
Securities Act File Number:
33-41245
___________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
___________________________________________________________________________
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
___________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
___________________________________________________________________________
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
___________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
___________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
Aggregate Number of Securities: 42,975,809
Aggregate Sale Price of Securities: $162,175,356
___________________________________________________________________________
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Aggregate Number of Securities: 42,975,809
Aggregate Sale Price of Securities: $162,175,356
___________________________________________________________________________
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Aggregate Number of Securities: 618,080
Aggregate Sale Price of Securities: $8,216,641
___________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 162,175,356
------------------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 8,216,641
------------------------
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 102,704,642
------------------------
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ 0
------------------------
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
$ 67,687,355
------------------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
0.00034483
------------------------
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]:
23,340.63
========================
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
<PAGE>
___________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 28, 1996
___________________________________________________________________________
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Ravindra A. Deo
----------------------------------------------
Ravindra A. Deo, Treasurer
(Principal Financial and Accounting Officer)
Date: February 29, 1996
--------------------
*Please print the name and title of the signing officer below the signature.
_____________________________________________________________________________
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019
February 28, 1996
Accessor Funds, Inc.
Pacific First Centre
1420 Fifth Avenue, Suite 3130
Seattle, Washington 98101
Re: Rule 24f-2 Notice for Accessor Funds, Inc.
------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Accessor Funds, Inc., a Maryland corporation
(the "Fund"). The Fund has requested our opinion as to the legality of the
42,975,809 shares of Common Stock, $.001 par value per share (the "Shares")
which were issued by the Fund during the Fund's fiscal year ended December 31,
1995, including the registration of 1,600,987 shares of its Growth Portfolio,
567,600 shares of its Value and Income Portfolio, 1,417,404 shares of its
Small to Mid Cap Portfolio, 1,085,389 shares of its Intermediate Fixed-Income
Portfolio, 454,861 shares of its Short-Intermediate Fixed-Income Portfolio,
1,377,566 shares of its Mortgage Securities Portfolio, 33,539,961 shares of
its U.S. Government Money Portfolio, 2,773,155 shares of its International
Equity Portfolio and 158,886 shares of its Municipal Intermediate Fixed-Income
Portfolio. During the Fund's fiscal year ended December 31, 1995, all of the
foregoing Shares were registered under the Securities Act of 1933, as amended
pursuant to Rule 24f-2 of the Investment Company Act of 1940, as amended (the
"Investment Company Act").
We understand that you are about to file with the Securities Exchange
Commission, a notice pursuant to Rule 24f-2 making definite the registration
of 42,975,809 Shares of the Fund sold in reliance upon Rule 24f-2 during the
fiscal year ended December 31, 1995.
We have examined a certificate of the Treasurer of the Fund to the effect
that the Fund received the consideration for each of the Shares and we have
examined such other documents as we have deemed reasonably necessary,
including the Fund's Articles of Incorporation, the Fund's By-Laws, minutes of
the meetings of the Board of Directors, and the post-effective amendments to
the Registration Statement on Form N-1A (File Nos. 33-41245 and 811-6337)
filed in connection with the offering of the Shares with the Securities and
Exchange Commission. In our examination of the foregoing documents, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
On the basis of and subject to the foregoing, we are of the opinion that
the Shares registered pursuant to Rule 24f-2 of the Investment Company Act,
were, when issued for payment as described in the Fund's prospectuses for such
respective Shares, legally issued, fully paid and non-assessable.
We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as part of the Fund's Rule 24f-2 Notice.
We express no opinion herein as to compliance with any state or federal
securities laws. We are admitted to practice in the State of New York; we are
not admitted in the State of Maryland. Accordingly, for purposes of rendering
this opinion we have assumed that the laws of the State of Maryland are
substantially similar to the laws of the State of New York. The opinion
expressed herein has been rendered at your request and is solely for your
benefit and may not be relied upon in any manner by any other person or by you
for any other purpose.
Very truly yours,
/s/ Mayer Brown & Platt
MAYER, BROWN & PLATT
