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:
The Brinson Funds
209 South LaSalle Street
Chicago, IL 60604 - 1295
__________________________________________________________________________
2. Name of each series or class of funds for which this notice
is filed:
Brinson Global Fund
Brinson Global Equity Fund
Brinson Global Bond Fund
Brinson Non-US Equity Fund
Brinson U.S. Balanced Fund
Brinson U.S. Equity Fund
Brinson U.S. Bond Fund
__________________________________________________________________________
3. Investment Company Act File Number: 811-6637
Securities Act File Number: 33-47287
__________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
06/30/97
__________________________________________________________________________
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):
None.
__________________________________________________________________________
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:
24,119,176 shares of beneficial interest, valued at $450,546,208,
remained unsold at the beginning of the fiscal year.
__________________________________________________________________________
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:
The number and aggregate sale price of securities sold during
the fiscal year were 72,878,097 shares of beneficial
interest and $908,613,243 respectively.
___________________________________________________________________________
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
The number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2 were 48,758,921 and $731,741,422, respectively.
___________________________________________________________________________
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
None.
____________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):$ 731,741,422
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):+ 0
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 347,967,565
(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):
$ 383,773,857
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/33 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 116,295.11
Instruction: Issuers should complete line (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.
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: August 28, 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/ Helen A. Robichaud
______________________
Helen A. Robichaud, as
Attorney - in - Fact for The Brinson Funds
Date August 28, 1997
_______________
* Please print the name and title of the signing officer below the
signature.
[LETTERHEAD OF STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE, PHILADELPHIA, PENNSYLVANIA 19103]
Direct Dial: (215) 564-8115
August 22, 1997
The Brinson Funds
209 South LaSalle Street
Chicago, IL 60604-1295
Gentlemen:
You have informed us that, in accordance with
Rule 24f-2 under the Investment Company Act of 1940, as amended,
(the "1940 Act"), The Brinson Funds, a Delaware business trust
(the "Trust"), intends to file a Rule 24f-2 Notice with the U.S.
Securities and Exchange Commission (the "SEC"), setting forth,
among other things, that during the period beginning July 1, 1996
and ending June 30, 1997, the Trust's most recently ended fiscal
year, the Trust, having elected to register an indefinite number
of shares of beneficial interest, sold a total of 48,758,921
shares in reliance upon Rule 24f-2.
The purpose of filing the Trust's Rule 24f-2 Notice is
to make definite the number of shares of beneficial interest
registered under the Securities Act of 1933 (the "1933 Act") for
such period. You have also informed us that all such shares were
issued and sold in accordance with the provisions relating
thereto in the registration statement filed by the Trust under
the 1933 Act and the 1940 Act.
We have acted as legal counsel to the Trust during the
period of time referred to above and, as such, have reviewed the
Agreement and Declaration of Trust of the Trust, its Bylaws, the
registration statements that have been filed with the SEC under
the 1940 and 1933 Acts, and such minutes of the Trust's
proceedings and other documents as we deem material to our
opinion. Based on the foregoing, we are of the opinion that the
shares described in the first paragraph of this letter as having
been sold during the period beginning July 1, 1996 and ending
June 30, 1997 in reliance upon Rule 24f-2 were fully-paid, non-
assessable and legally issued shares of beneficial interest of
the Trust.
We hereby consent to the filing of this opinion with
the SEC as an exhibit or accompaniment to the aforementioned
Rule 24f-2 Notice, as an exhibit to the Trust's amendment to its
registration statement under the 1933 Act, and to any reference
to us in the prospectuses of each Series of the Trust as legal
counsel who have passed upon the legality of the offering of such
shares of beneficial interest. We also consent to the filing of
this opinion with the securities regulatory agencies of any
states or other jurisdictions in which the shares of beneficial
interest of the Trust are offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: /s/ Bruce G. Leto
__________________
Bruce G. Leto
