ACCESSOR FUNDS INC
24F-2NT, 1997-02-28
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2
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1.       Name and address of issuer:

         Accessor Funds, Inc.
         1420 Fifth Avenue
         Suite 3130
         Seattle, Washington 98101
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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
- --------------------------------------------------------------------------------
3.       Investment Company Act File Number:

         811-6337

         Securities Act File Number:

         33-41245
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4.       Last day of fiscal year for which this notice is filed:

         December 31, 1996
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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:
                                                                          [ ]
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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
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8.       Number and amount of securities registered during the fiscal year other
         than pursuant to rule 24f-2:

         None
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9.       Number and aggregate sale price of securities sold during the fiscal
         year:

         Aggregate Number of Securities: 99,541,094
         Aggregate Sale Price of Securities: $233,229,190
- --------------------------------------------------------------------------------
10.      Number and aggregate sale price of securities sold during the fiscal
         year in reliance upon registration pursuant to rule 24f-2:


<PAGE>

         Aggregate Number of Securities: 99,541,094
         Aggregate Sale Price of Securities: $233,229,190
- --------------------------------------------------------------------------------
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: 1,274,901
         Aggregate Sale Price of Securities: $20,414,853
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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):

                                                                   $ 233,229,190

         (ii)     Aggregate  price of shares issued in connection  with dividend
                  reinvestment plans (from Item 11, if applicable):

                                                                  +   20,414,853

         (iii)     Aggregate price of shares redeemed or repurchased  during the
                   fiscal year (if applicable):

                                                                  -  133,833,019

         (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):

                                                                  $  119,811,024

         (vi)     Multiplier prescribed by Section 6(b) of the Securities Act of
                  1933 or other  applicable law or regulation  (see  Instruction
                  C.6):

                                                                      0.00030303

         (vii)Fee due [line (i) or line (v) multiplied by line (vi)]:

                                                                      $36,306.34

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>



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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 26, 1997
- --------------------------------------------------------------------------------

                                   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 26, 1997




*Please print the name and title of the signing officer below the signature.
- --------------------------------------------------------------------------------


[Mark as Exhibit]

                              Mayer, Brown & Platt
                                  1675 Broadway
                            New York, New York 10019







                                February 26, 1997

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  99,541,094  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, 1996,  including the registration of 1,273,203 shares of its Growth
Portfolio,  855,546 shares of its Value and Income Portfolio,  707,092 shares of
its  Small  to  Mid  Cap  Portfolio,   2,106,308   shares  of  its  Intermediate
Fixed-Income  Portfolio,  368,860 shares of its Short-Intermediate  Fixed-Income
Portfolio,  2,364,663 shares of its Mortgage  Securities  Portfolio,  89,392,695
shares  of its U.S.  Government  Money  Portfolio  and  2,472,796  shares of its
International Equity Portfolio. During the Fund's fiscal year ended December 31,
1996, 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  and
Exchange  Commission,  a notice  pursuant  to Rule  24f-2  making  definite  the
registration  of 99,541,094 Shares of the Fund sold in reliance upon Rule 24f-2
during the fiscal year ended December 31, 1996.

         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.





<PAGE>


         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




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