FORM 10-K ANNUAL REPORT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
		
(Mark One)
	[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended April 30, 1997.
OR
        [   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________ to  ______________
Commission file number:  2-33108
ACCESS CORPORATION
------------------
(Exact name of registrant as specified in its charter)
           Ohio                 31-0673364                 
        __________               _____          
State of Incorporation         I. R. S. Employer Identification Number
4350 Glendale-Milford Road, Suite 250, Cincinnati, Ohio		45242-3700 
(Address of Principal Executive Offices)       		     	(Zip Code)

Registrant's telephone number, including area code:  (513)786-8350 
Securities registered pursuant to Section 12(b) of the Act: None 
Securities registered pursuant to Section 12(g) of the Act: None 

Indicate by check mark whether the registrant (l) has 
filed all reports required to be filed by Section 13 or 
15(d) of the Securities Exchange Act of 1934 during the 
preceding 12 months (or for such shorter period that 
the registrant was required to file such reports), and 
(2) has been subject to the filing requirements for at 
least the past 90 days.  Yes   X . No ___.

    Indicate by check mark if disclosure of 
delinquent fillers pursuant to Item 405 of Regulation 
S-K ( 229.405 of this chapter) is not contained 
herein, and will not be contained, to the best of 
registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in 
Part III of this Form 10-K or any amendment to this 
Form 10-K. [  ] Inapplicable.

	State the aggregate market value of the voting 
stock held by non-affiliates of the registrant.  The 
aggregate market value shall be computed by reference 
to the price at which the stock was sold, or the 
average bid and asked prices of such stock, as of a 
specified date within 60 days prior to the date of 
filing.  Because there is no established market for the 
Common Stock of the Company, it is not possible to 
determine the aggregate market value of such Common 
Stock held by non-affiliates.

	Indicate the number of shares outstanding of 
each of the registrant's classes of common stock, as of 
the close of the period covered by this report.  Common 
Stock, without par value: 4,865,559 shares outstanding. 
DOCUMENTS INCORPORATED BY REFERENCE
The 1997 Annual Report to the shareholders of the 
Company for the fiscal year ended April 30, 1997, is 
incorporated herein by reference in Parts I and II to 
the extent specified in such Parts.

PART I
ITEM 1.  BUSINESS
	The registrant (Access or the Company) was 
incorporated under the laws of the State of Ohio on 
November 18, 1963. Its executive offices are located at 
4350 Glendale-Milford Road, Suite 250, Cincinnati, Ohio 
45242-3700, and its telephone number is (513) 786-8350.
DESCRIPTION OF PRODUCTS AND SERVICES
	Access, a Cincinnati-based company has two 
business units:  Hardware Service, which maintains and 
installs components and systems, and Electronic 
Document Management Systems (EDMS). 
	
	Founded over thirty years ago, Access has 
designed systems for use by organizations throughout 
the world.  Some have been in continuous use for as 
long as twenty years.

	The Hardware Service business unit provides 
hardware maintenance services for components and 
systems.  The Company is currently striving to grow its 
third-party equipment and prepress maintenance 
business.  The Company is working with manufacturers 
and distributors of high-value integrated equipment to 
provide maintenance services for equipment manufactured 
or sold by them.  Access' EDMS business unit provides 
software and professional services to assist its 
customers in the design, configuration, installation 
and maintenance of electronic document systems.  



HARDWARE SERVICE BUSINESS

        Access Hardware Service business unit 
provides quality hardware service on a nationwide basis 
to the prepress industry, owners of equipment 
manufactured and sold by third parties, and the 
Company"s installed base of EDMS customers.  The 
hardware service revenue from services for equipment 
manufactured and sold by third parties grew by 12% in 
fiscal 1997 over fiscal 1996.  In April 1997, Access 
acquired the assets of a company which provided 
hardware services for the prepress industry within the 
United States.  At this time, the Company is 
formalizing relationships with two major manufacturers 
of prepress equipment to provide services for equipment 
manufactured by them.

	Third-party maintenance includes the support 
of non-Access electronic and electromechanical 
equipment such as card embossers, microfiche 
duplicators, microfilm scanners, large drawing format 
scanners, large format plotters, highly sophisticated 
5-1/4" and 12" laser drives, optical jukebox systems, 
and prepress equipment.  Access has a number of 
hardware manufacturers and vendors and Support Partners 
that recommend Access as their nationwide service 
provider. 

	Growth in maintenance of third-party 
manufactured equipment is an Access strategic 
objective.  Access continues to pursue additional 
third-party service opportunities with manufacturers 
and distributors of other electronic and 
electromechanical products.  Access's key to success in 
third-party maintenance is the ability to provide its 
Support Partners with the benefits of having their own 
national service company without having to build and 
support the infrastructure of a nationwide service 
organization.  Access offers a 24 hour-a-day, toll-free 
dispatch center; rapid on-site service response, 
quality repairs and preventive maintenance for their 
customers.

	Access is qualified to meet the demands of 
today's electronic prepress multi-vendor environment.  
Access engineers are trained and cross-trained on a 
wide range of imagesetters, scanners, networks/servers, 
and software applications ensuring the resolution of a 
service problem.

EDMS BUSINESS UNIT

	Access Corporation is dedicated to enhancing 
the quality of its customers' products by providing 
software and professional services for their document 
based processes.  Access' early success in automating 
the handling of document based information positioned 
the Company to take a leadership role in the evolution 
of computer technology in the specialized area of 
imaging, document and workflow management.  Access 
provides document and workflow management in three 
distinct markets:  Discrete Manufacturing, Oil & Gas, 
and Utilities.  Access provides both software and 
professional services to configure, install and 
maintain electronic document management solutions.  
Access' extensive history in sales and service of 
document based retrieval technology has allowed the 
Company to build an expertise in applying current state 
of the art technologies to customers' document 
management products.

	The EDMS Business Unit experienced significant 
growth in fiscal 1996, in terms of both revenues and 
staffing.  In the first quarter of fiscal 1996, Access 
acquired CimSoft, Inc., a systems integrator servicing 
a wide base of EDMS customers within the United States.  
At the same time, Access also formalized a strategic 
alliance with Cimage Enterprise Systems Ltd. (Cimage), 
making Access the exclusive distribution and support 
provider for Cimage products within North America.  
These two business ventures positioned Access for rapid 
growth through three changes:  an increased customer 
base, an additional leading edge software offering, and 
additional personnel skilled in the sale and support of 
EDMS applications.  In addition to this new role as a 
software reseller, Access continues to maintain 
Document Management Software and still provides the 
industry's only large format EDMS available on the IBM 
AS/400 computer.

	Access' EDMS software offerings fall into two 
product areas:  EDICS (Engineering Document Image 
Control System) and the Cimage Document Manager System.  
EDICS is primarily focused at providing Document Life 
Cycle Management on the IBM AS/400 platform, while the 
Cimage Document Management is focused on Document 
Distribution applications using UNIX and Microsoft 
Windows NT servers.

	Both products utilize a powerful database 
application for managing documents and related 
information, including paper-based documents, A through 
J-size drawings, Computer Aided Design (CAD) data, 
company procedures and office correspondence.  These 
documents  come from multiple sources in multiple 
formats.  The EDMS applications integrate all of them 
into a single system which fully automates the revision 
and distribution processes, and also provides flexible 
tools for viewing, editing, and printing.

	Access also provides professional services to 
its customers.  Access' industry specialization allows 
it to apply its document system expertise to its 
customer business problem in Document Management 
Applications.  While the various software modules are 
the same at each customer, each implementation is 
unique through the tailoring of the document 
organizational structure, document-to-document 
relationships, and user interface presentation.  
Through Access' understanding of Document Management 
requirements, customers have been able to achieve 
industry compliance with regulatory agencies, become 
ISO 9000 certified, and achieve system implementations 
in extremely short time periods. 

MARKETING
	The Company generally markets its own services 
and products in the United States.  Marketing of 
hardware maintenance services for third-party and 
prepress equipment is conducted from Cincinnati, Ohio 
by two senior sales managers, both of whom have run 
service operations and worked with the Company's 
Support Partners, manufacturers, and distributors to 
grow Access' base of end-user customers. 
	The EDMS Marketing operations are conducted 
from the Company's headquarters in Cincinnati, Ohio and 
its branch office in Irvine, California. The Company 
employs nine sales and marketing personnel in this 
business unit. 
	Electrical Document Management Systems (EDMS), 
as well as related computer systems, are produced and 
configured only in response to firm orders.  At the end 
of fiscal years 1997 and 1996, EDMS backlog totaled 
approximately $511,000 and $600,000, respectively.  The 
EDMS backlog at the end of fiscal 1997 is expected to 
be delivered within fiscal 1998.
	EDMS systems have been installed in 48 states, 
Japan, Europe, Australia, Canada, Mexico, Jamaica, 
Puerto Rico, the Middle East, China, and the former 
Soviet Union.  Sales in and outside the United States 
are handled predominantly on a direct basis.  There is 
no recurring geographic market concentration with 
respect to the sales of Access systems in the United 
States.
	Aggregate sales to international customers 
represented 1% of the Company's annual sales in fiscal 
1997.  In fiscal year 1997, no domestic distributors 
were employed.
	EDMS' primary marketing focus is the sale of 
the Electronic Document Management System products to 
manufacturers, information processors, utilities and 
other users of technical documentation. 
	No single customer accounts for a significant 
percentage of the Company's revenues on a continuing 
basis.  Net sales to the utilities industry were 12.4% 
of fiscal 1997 revenues and 33.4% of fiscal 1996 
revenues; net sales to the various agencies of the 
federal government represented 5.7% of fiscal 1997 
revenues and 10.9% of fiscal 1996 revenues, (these 
contracts could have been canceled at the election of 
the government); net sales to the manufacturing 
industry were 17.4% of fiscal 1997 revenues and 1.5% of 
fiscal 1996 revenues; and net sales to the aerospace 
industry were 22% of fiscal 1997 revenues and 14.9% of 
fiscal 1996 revenues.  See Note 7 of Notes to Financial 
Statements included on page 21 of the 1997 Annual 
Report to Shareholders of the Company, which 
information on such page is filed as part of this 
Annual Report on Form 10-K and incorporated by 
reference herein.

COMPETITION
	Increases in Electronic Document Management 
Systems (EDMS) competition continue to push system 
prices down to historically unprecedented low levels.  
The highly publicized changes within IBM have inhibited 
the growth of the Company's relationship with that 
organization.  IBM discontinued many partner programs 
which previously helped in marketing the Company's 
product.
	The Company has experienced competition from 
companies such as Altras, Documentum, and Novasoft in 
the EDMS market.  
	There are few companies, like Access, in the 
fragmented market of  Hardware Service, which are small 
and service on a national basis.  There are a number of 
large companies such as Decision One, IBM, and Tab in 
this market.

PURCHASING AND PRODUCTION
	The majority of the EDMS software is supplied 
by Cimage.  The EDMS hardware and some miscellaneous 
software and supplies are purchased by the Company from 
a number of suppliers. In the case of certain 
materials, the Company employs a single source of 
supply, although alternative sources are available. The 
Company integrates and installs the EDMS hardware and 
software.

PATENTS
	At the current time, technology utilized in 
the micrographic storage and retrieval unit and related 
products sold by the Company are protected by three 
unexpired United States patents owned by the Company.

EDMS PRODUCT DEVELOPMENT
	Development to enhance the current technical 
document management and distributions systems is in 
process.  In its development operations, the Company 
currently employs approximately 10 persons with degrees 
in engineering and related fields. Some of these 
individuals are also involved in the delivery and 
maintenance of systems or engaged in consulting with 
respect to these systems.  During fiscal 1997 and 
fiscal 1996, the Company spent $577,197 and $922,036, 
respectively, on these activities. See Note 5 of Notes 
to Financial Statements included on page 20 of the 1997 
Annual Report to shareholders of the Company, which 
information on such page is filed as part of this 
Annual Report on Form 10-K and incorporated by 
reference herein.

EMPLOYEE RELATIONS
	The Company employs approximately 67 persons, 
all on a full-time basis and all of whom are non-union.  
Approximately eleven employees are connected with 
marketing activities, while the others are involved in 
production, installation, service, product development, 
and financial or administrative operations.
	Standard hospitalization, prescription drug, 
dental, life insurance, and disability protection are 
provided for all full-time employees.  The Company has 
a 401(k) Plan and a Section 125 Plan. The Company 
considers its employee relations to be good.

ITEM 2.  PROPERTIES
		The principal operations of the Company are 
conducted in approximately 19,678 square feet of leased 
plant and office space in Cincinnati, Ohio.  The 
Cincinnati property is occupied under a lease which 
extends through May 1, 2000.  The annual rental under 
this lease is $166,000.
		The Company also operates a sales office in 
Irvine, California.  The Irvine property is occupied 
under a lease which extends through July 2, 1998.  The 
annual rent under this lease is $44,956.
        The Company also operates an approximately 
9600 square feet service depot, manufacturing and parts 
activity facility in Hebron, Kentucky.  This property 
is occupied under a lease, effective July 1, 1997, 
which extends to June 30, 2004.  The annual rent under 
this lease is $58,656. 
       The Company owns automatic, custom-made 
machines used in the production of its proprietary 
media and owns various standard tools and equipment 
used in the production of Access products.
      The capacity of the Company's Hardware Service 
and EDMS facilities and equipment exceeds the current 
requirements of the Company's operations.
      The Company owns computer hardware and 
software used for development, support, and 
installation for its EDMS product.
      The Cincinnati building occupied by the 
Company and the fixtures and equipment therein are 
modern, well maintained, in satisfactory operating 
condition and adequately insured.  The building is air-
conditioned.

ITEM	3.  LEGAL PROCEEDINGS
       The Company is not a party to any material 
pending legal proceeding.

ITEM    4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II
ITEM   5.  MARKET FOR THE REGISTRANTS' COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS
       Information with respect to the market for the 
Company's Shares of Common Stock and related security 
holder matters is set forth on page 21 of the 1997 
Annual Report to the shareholders of the Company, which 
information on such page is filed as part of this 
Annual Report on Form 10-K and incorporated herein by 
reference.

ITEM	6.  SELECTED FINANCIAL DATA

      Information with respect to selected financial 
data of the Company is set forth on page 7 of the 1997 
Annual Report to the shareholders of the Company, which 
information on such page is filed as part of this 
Annual Report on Form 10-K and incorporated herein by 
reference.

 ITEM    7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
             RESULTS OF OPERATIONS

             "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" is set 
forth on pages 8 through 10 of the 1997 Annual Report 
to the shareholders of the Company, which pages are 
filed as part of this Annual Report on Form 10-K and 
incorporated herein by reference.

ITEM	8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	The information required by this Item is set 
forth on pages 12 through 15 of the 1997 Annual Report 
to the shareholders of the Company, which information 
on such pages is filed as part of this Annual Report on 
Form 10-K and incorporated herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 
ON ACCOUNTING AND FINANCIAL DISCLOSURE
	None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

	(a) Directors.  Set forth below is certain 
information regarding the directors of the Company, 
which information has been obtained in part from the 
records of the Company and in part from the Directors.  
All Directors have been elected by the holders of the 
Company's Common Stock.  All Directors are elected 
annually.
	NEWTON D. BAKER, age 63.  Mr. Baker has been 
the Executive Vice President of the Company since 
October 1986.  He has been the Treasurer of the Company 
since July 1970 and Assistant Secretary since June 
1974.  He has been a Director of the Company since 
1988.  Mr. Baker was appointed Secretary in November 
1996.
	KENT P. FRIEL, age 61.  Mr. Friel has been 
Chairman of the Board of the Company since April 1986.  
Since June 1989 Mr. Friel has been President of 
Schonberg Associates, Inc., which performs outplacement 
services for organizations which may include the 
Company.  He was President and Chief Executive Officer 
of the Company from February 1986 through May 1989.  He 
has been a Director of the Company since 1983.

	ROBERT J. KALTHOFF, age 71.  Dr. Kalthoff has 
been Chairman and Chief Executive Officer of Kalthoff 
International since January 1996, and was Chairman, 
President and Treasurer from March 1990 to January 
1995.  Kalthoff International is an information service 
and consulting firm for users and vendors in electronic 
image information management industries.  He has been a 
Director of the Company since 1963.

	DENNIS J. SULLIVAN, JR., age 65. Mr. Sullivan 
is currently an Executive Counselor for Dan Pinger 
Public Relations, Inc.  Mr. Sullivan served as 
Executive Vice President and Chief Financial Officer of 
Cincinnati Bell, Inc. from 1987 to February 1993.  Mr. 
Sullivan is a director of Fifth Third Bancorp, Fifth 
Third Bank, Associated Insurance, Anthem, Inc., and 
Kalthoff International.  He has been a Director of the 
Company since 1990.

	SCOTT D. WATKINS, age 48.  Mr. Watkins has 
been President of the Company and Chief Operating 
Officer since April 1989, and Chief Executive Officer 
since May 1989.  Mr. Watkins is a Director of 
Cincinnati State Community and Technical College.  He 
has been a Director of the Company since 1989.

	JOHN W. WEIL, age 69.  Dr. Weil has been 
President of Weil Associates, Inc., which provides 
consulting services to industrial and non-profit 
organizations since January 1985.    He is a director 
of Weil  Associates, Inc. He has been a Director of 
the Company since 1985.

	JAMES H. HARDIE, age 67.  Mr. Hardie is, and 
since 1965 has been, a partner in the law firm of Reed 
Smith Shaw & McClay, Pittsburgh, Pennsylvania.  That 
firm performs and has performed certain legal services 
from time to time for Oce and certain of its 
subsidiaries since 1967.  Mr. Hardie is also a Director 
of Kiene Diesel Accessories, Inc.,  Respironics, Inc., 
and several U.S. subsidiaries of Oce N.V.  Mr. Hardie 
has been a Director of the Company since 1987.

	The following person is being nominated as a 
Director:

	JAMES M. ANDERSON, age 55.  Mr. Anderson has 
been the President and Chief Executive Officer of 
Children's Hospital, Cincinnati, Ohio, since November 
1996.  Mr. Anderson was a partner of the law firm of 
Taft, Stettinius & Hollister from January 1982 to 
October 1996.  He is currently a Consultant to the 
Access Board of Directors, was the Secretary from 1984 
to 1996, and since November 1996, has received 
consultation fees equal to the fees paid to Directors 
as described below.  Taft, Stettinius & Hollister has 
served as general counsel for Access for many years.
	
	(b)  Executive Officers.  Set forth below is 
certain information regarding the Executive Officers of 
the Company.  All Executive Officers are elected 
annually by the Board of Directors.
           Name             Age     Position & Business Experience
Scott D. Watkins            48      President and Chief Operating
                                    since April 1989, and Chief Executive
                                    Officer since May 1989.

Newton D. Baker             63      Executive Vice Officer
President of the                    Company since October1986; Treasurer and
                                    Assistant Secretary of the Company since
                                    prior to 1982.

Kim Bollinger               39      Vice President of Customer Ser-
                                    vices for the Company since May 1993; 
                                    Director of Systems Management from June
                                    1992 to May 1993, and Manager of
                                    Consulting Services from January 1990 to
                                    June 1992.

Marc D. Baines              37      Vice President of Sales for the Company
                                    since August 1995; Vice President, CimSoft
                                    Inc. June 1995 to August 1995; Sales 
                                    Director, Cimage Corporation from March
                                    1990 to May 1995.
                                                
Joseph Schneider             53     Vice President of Hardware Service for the
                                    Company since March 1997;  Branch 
                                    Manager, DecisionOne, April 1994 to March
                                    1997.  Vice President and General Manager, 
                                    May 1990 to November 1993, for the
                                    Company.

Joseph Musgrave              39     Senior Vice President of Prepress Sales for
                                    the Company since April 1997; President,
                                    Graphic Systems Technology, Inc. ("GST")
                                    from September 1985 to April 1997.  GST
                                    filed a voluntary petition for reorganiza-
                                    tion under Article 11 of the Bankruptcy
                                    Code in 1997.  The petition was later
                                    withdrawn and substantially all of the
                                    assets of GST were purchased by the
                                    Company from GST's secured creditor.  None
                                    of the proceeds of such sale were
                                    received by Mr.Musgrave.  
		
ITEM 11.  EXECUTIVE COMPENSATION

	The following table sets forth for the fiscal 
years ended April 30, 1997, 1996 and 1995, certain 
information regarding cash compensation as well as 
certain other compensation paid to or accrued for the 
services rendered during such years to each of the 
Executive Officers of the Company whose total salary and
bonus exceeded $100,000 in all capacities in which they served.


<TABLE>


I.  SUMMARY COMPENSATION TABLE

<CAPTION>

<S>                           <C>    <C>      <C>              <C>      <C>           <C>
                                                                           Long-Term Compensation
                                                  Annual                Awards                Payouts
                                               Compensation
          (a)                  (b)    (c)           (d)           (e)       (f)         (g)        (h)      (i)
                                                                  Other                Securities
                                                                Annual   Restricted  Underlying            All
                                                                Compen-    Stock     Options/    LTIP      Other
                              Fiscal  Salary (1)   Bonus(1)     sation     Award     SARS        Payouts   Compen.
Name and Principal Position   Year     ($)            ($)         ($)        ($)      (#)(3)       ($)      ($)(4)
-----------------------------------------------------------------------------------------------------------------------
Scott D. Watkins               1997     170,000.00      -           -           -        -             -      6,717.50 
President and Chief Executive  1996     155,000.04   50,000.00      -           -       200,000        -      7,103.88 
Officer                        1995     155,000.04   32,000.00      -           -        -             -      6,717.50 

Newton D. Baker                1997     125,000.00      -           -           -        -             -      4,000.00 
Exec. Vice President,Treasurer 1996     115,009.09    25,000.00     -           -       100,000        -      4,000.00 
& Asst. Secretary              1995     115,009.09    18,000.00     -           -        -             -      4,000.00 

Kimberly A.Bollinger           1997      83,600.00      -           -           -        -             -        - 
Vice President                 1996      82,500.00     28,000.00    -           -        -             -        - 
Customer Services              1995      77,500.00     12,500.00    -           -        -             -        - 

Marc D. Baines                 1997      84,600.00      5,225.70  54,496.27(5)  -        -             -        - 
Vice President                 1996      68,726.68      -         71,818.07(5)  -       50,000         -        - 
Sales                          1995         -           -           -           -        -             -        -

<FN>


(1) 	These include amounts that would have been 
payable, but were deferred pursuant to election of 
an Executive Officer, such as through the 
Company's 401(k) Savings Plan.

(2) 	No perquisites were provided or other personal 
benefits paid to a named Executive Officer in 
fiscal year 1997, 1996 or 1995 which exceeded the 
lesser of $50,000 or 10% of the total annual 
salary and bonus reported for such named Executive 
Officer.

(3)	These numbers represent options for shares of 
Common Stock awarded pursuant to the 	Company's stock 
option plans.  See the next table titled, "Option/SAR 
Exercises and 	Year-End Value Table" for more detailed 
information on such options.

(4)  	Represents life insurance compensation.

(5)	Represents commissions.

</FN>

</TABLE>


	(a)  Cash Compensation of Executive Officers
	Compensation Committee Interlocks and Insider 
Participation.  The Board has established an Executive 
Compensation Committee which considers and makes 
recommendations to the Board of Directors concerning 
the compensation of the executives of the Company. 
During the fiscal year ended April 30, 1997, this 
committee met one time and consisted of Messrs. Friel, 
Hardie and Sullivan.

        Neither Mr. Hardie nor Mr. 
Sullivan was an officer or employee of the Company or 
any of its subsidiaries in fiscal 1997 or any prior 
year.  As noted above, Mr. Friel, who is not an 
employee of the Company, has been Chairman of the Board 
of the Company since April 1986 and was President and 
Chief Executive Officer of the Company from February 
1986 through May 1989.
<TABLE>
   
II.  OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE						
						
The following table sets forth information with respect 
to the named Executive Officers						
concerning the exercise of options and/or SAR's during 
fiscal year 1997 and unexercised 						
options and SAR's held at April 30, 1997.						
						
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FY- END						
OPTION/SAR VALUE						
<CAPTION>

<S>          <C>           <C>        <C>            <C>
 (a)          (b)          (c)        (d)             (e)
                          
                                                       Value of         
                                        Number of      Unexercised      
                                        Unexercised    In-the-Money         
                                        Options/SARs   Options/SARs 
              Shares        Value       at FY-End (#)  at FY-End ($)
              Acquired on   Realized    Exercisable/   Exercisable/     
Name          Exercise (#)    ($)       Unexercisable  Unexercisable    
---------------------------------------------------------------------
Scott D. Watkins	0	0	246,667/133,333	       *	
						
Newton D. Baker         0       0       163,333/66,667         *
						
Kimberly A. Bollinger   0       0        32,500/0	       *

Marc D. Baines          0       0         16,667/33,333        *

<FN>
*  Access Common Stock is not traded actively; therefore, there is no						
     established market value and the value of the Options/SARs is not 
     quantifiable.

</TABLE>

			
	(b)  Compensation of Directors.  Each non-
employee director receives an annual fee of $6,000.  
Any such person who is the Chairman, any member of the 
Audit Committee, or a director who resides outside the 
metropolitan Cincinnati area receives an additional 
$2,000 annually for each position held. In addition, 
each such director is reimbursed for expenses incurred 
in connection with his attendance at any Board or 
Committee meeting.  (Mr. Hardie is to be compensated on 
the same basis as the other non-employee directors 
until the meeting.)  Directors may be granted options 
under one of the Company's Stock Option plans; however, 
no options were granted in fiscal 1997.  



Retention Agreements:

	On August 24, 1994, the Company entered into 
Executive Retention Agreements with each of Mr. Watkins 
and Mr. Baker.  These Agreements provide if during the 
six months preceding or the 24 months following a 
Change in Control (as defined therein), Mr. Watkins' or 
Mr. Baker's employment is terminated by the Company 
(other than for Cause or Disability) or by such 
executive officer for Good Reason, such executive 
officer shall be entitled to a severence payment equal 
to twice his highest annual salary in the last five 
years, continued insurance coverage and up to $25,000 
for outplacement services.  Change of Control is 
defined to include a merger or other business 
combination after which the existing shareholders of 
the Company have less than 50% of the voting power, the 
sale of all or substantially all of the assets of the 
Company, the acquisition by, or commencement of a 
tender offer by any person other than Oce or 
Prudential, of or for 20% of the Company's voting 
power, or a change in the majority of the Board of 
Directors without approval of the existing directors.  
Good Reason includes an adverse change in salary, 
authority or benefits.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 
OWNERS AND MANAGEMENT
	The following table sets forth, as of July 12, 
1997, the beneficial ownership of the Company's Common 
Stock by (l) each person known to the Company to own 
more than 5% of the outstanding shares of Common Stock, 
(2) each Director, nominee for Director, and named 
Executive Officer individually, and (3) all Directors, 
nominees for Director, and Officers as a group.  The 
information in the table has been in part received from 
the persons listed and in part taken from the records 
of the Company.
	Beneficial ownership of Common Stock of the 
Company has been determined for this purpose in 
accordance with Rule 13d-3 of the Securities and 
Exchange Commission ("SEC"), under which a person is 
deemed to be the beneficial owner of Common Stock if he 
has or shares voting power or investment power in 
respect of such Common Stock or has the right to 
acquire such ownership within 60 days.  Accordingly, 
the amounts shown on the table represent beneficial 
ownership for the purposes of compliance with SEC 
reporting requirements, and do not necessarily bear on 
the economic incidents of ownership of Common Stock.


                                      Amount & Nature 
Name and, with                         of Beneficial
 Respect to 5%                           Ownership 
 Ownership,                                                  Percent of
 Address                     Direct         Indirect        Common Stock
        
________________             _______        ________      _____________
Oce N.V. (1)                  100          2,180,854         44.67%
 St. Urbanusweg 43
 5900 MA Venlo
 The Netherlands

Kent P. Friel,              2,180,854           --           44.67%
Dennis J. Sullivan, Jr.,
John W. Weil, and
Scott D. Watkins as
Voting Trustees (1)(2)

James M. Anderson              23,700           --             .49%

Newton D. Baker (2)(3)        954,103           --           18.91%

Kimberly A. Bollinger          32,500           --             .66%

Marc D. Baines                 16,667           --             .34%

Kent P. Friel (4)              10,742           --             .22%

James H. Hardie (5)              --             --              --

Robert J. Kalthoff            133,564         58,181          3.93%

Dennis J.Sullivan,Jr. (4)      20,100           --             .41%

Scott D. Watkins (2)(3)(4)  1,054,877           --           20.57%

John W. Weil (4)               15,000           --             .31%

All directors and           2,280,753         58,181          43.0% 
officers as a group
(11 persons)(2)(3)(4)


	(1)	On April 27, 1992, Oce entered into the Voting 
Trust Agreement appointing Kent P. Friel, Dennis J. 
Sullivan, Jr., John W. Weil, and Scott D. Watkins (the 
"Voting Trustees") as voting trustees for 2,180,854 
shares.  The Voting Trustees vote on  matters relating 
to the election of directors, including setting the 
number of directors, in their discretion, except that 
the Voting Trustees must vote for up to two nominees 
for director designated by Oce in its discretion.  Oce 
retains the right to obtain the Voting Trustees' proxy 
as to the voting of such shares with respect to all 
issues not related to the election of directors.  (See 
"Certain Transactions-Agreements with Oce".)  Oce 
retains the right to dispose of such shares, subject to 
certain restrictions in the Note Purchase Agreement.  
As a result of these arrangements, Oce and the Voting 
Trustees share beneficial ownership of such shares.

		The Voting Trust created under the Voting 
Trust Agreement has a term of 10 years, and Oce has 
agreed to renew it for an additional term of 10 years.  
The Voting Trust will terminate upon the sale of the 
shares of Common Stock subject thereto, but only with 
respect to those so sold and subject to the proviso 
that Oce may not sell more than 50% of its shares 
without consent of the Company, the closing of any 
underwritten public offering of Common Stock as a 
result of which not less than $10 million in aggregate 
sales price to the public of Common Stock shall have 
been sold in such offering plus any previously 
underwritten public offering or the acquisition by any 
person of more shares of Common Stock than are held by 
Oce.  Oce can also terminate the Voting Trust by notice 
given at any time after October 3, 1995, but if Oce 
does so, it may be required to make a tender offer on 
specified terms for all shares of Common Stock 
following the fiscal year in which the anniversary of 
the giving of notice occurs.

		Mr. Watkins is President and Chief Executive 
Officer of the Company.  Mr. Friel is Chairman of the 
Board of Directors of the Company but is not an 
employee of the Company.  Messrs. Sullivan and Weil are 
also non-employee directors of the Company.  The Voting 
Trustees have no current intention to change the 
composition of the Board of Directors of the Company.

		Except as set forth above, there are no 
arrangements or understandings among Oce and the Voting 
Trustees with respect to the election of directors or 
other matters.

	(2)	The address of the Voting Trustees, Mr. Baker 
and Mr. Watkins is:  Access Corporation, 4350 Glendale-
Milford Road, Suite 250, Cincinnati, Ohio 45242.

	(3)  	Includes 476,667 shares which all Directors 
and Officers as a group have the right to acquire upon 
the exercise of immediately exercisable stock options, 
including 246,667 exercisable by Mr. Watkins, 163,333 
exercisable by Mr. Baker, 32,500 exercisable by Ms. 
Bollinger, and 16,667 exercisable by Mr. Baines.

	(4)  	 Does not include shares held by the Voting 
Trustees in their capacity as such.

	(5)  	 Does not include shares held by Oce.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a)  Oce holds 10,000 shares of 7% Class One Preferred Stock,
2,500 shares of 9% Class One Preferred Stock, and 2,500 shares of 
variable rate Class One Preferred Stock.

	Annual dividends on the Preferred Stock for 
any fiscal year are cumulative to the extent of 50% of 
the Company's net after-tax earnings, as defined, for 
such year.  At April 30, 1997, no Preferred Stock 
dividends were accrued.  Annually, beginning in 1995, 
the Company is required to redeem the Preferred Stock 
at a price of $100 per share plus accumulated dividends 
in an amount equal to a specified portion of after-tax 
earnings, as defined. Unless dividends on the Preferred 
Stock are current, the Company may not declare a 
dividend on, or repurchase any of, the Common Stock.  
Under the Note Purchase Agreement, Oce agreed to 
limitations on the voting and transfer of its stock 
(including the transfer of such stock to a voting 
trust, the trustees of which are four of the Company's 
directors) and Oce was released from its obligation 
under certain circumstances to make a tender offer for 
the Company's common stock.  As of April 30, 1997, the 
Company had authorized and issued a total of 15,000 
shares of Class One Preferred Stock.  The Company was 
not required to and has not redeemed any Class One 
Preferred Stock in fiscal 1997.

		Pursuant to the Note Purchase Agreement, 
upon the conversion of the Class B Stock into Common 
Stock on April 27, 1992, Oce, the Company and four 
directors elected by the holders of Common Stock, 
entered into the Voting Trust Agreement.  2,180,854 
shares of Common Stock held by Oce were transferred to 
Kent P. Friel, Scott D. Watkins, John W. Weil, and 
Dennis J. Sullivan, Jr., as Voting Trustees, by Oce.  
This Agreement is irrevocable for a period of ten 
years, except for certain circumstances.  (See Item 
12.)


PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND 
REPORTS ON FORM 8-K
	(a) (1)  The following financial statements 
for Access Corporation, included on pages 11 
through 19 of the 1997 Annual Report to the 
Shareholders of the Company, which pages are 
filed as part of this Annual Report on Form 
10-K and incorporated herein by reference:
		
		(i)	Independent Auditors' Report;
		
		(ii)	Balance sheets as of April 30, 1997 
                        and  April 30, 1996;
		(iii)	Statements of Operations for the 
                        years ended April 30, 1997, April
                        30,1996 and April 30, 1995;

                 (iv)   Statements of Capital Stock and 
                        Other  Stockholders' Equity for the
                        years ended April 30, 1997, April 30, 1996
                        and April 30, 1995;

                  (v)   Statements of Cash Flows for 
                        the years ended April 30, 1997, 
                        April 30, 1996 and April 30, 1995; 
                        and
                 (vi)   Notes to Financial Statements.

(2)  Exhibits:  Refer to EXHIBIT INDEX on page X-l of this Annual Report on
     Form 10-K.

                  (b)  Reports on Form 8-K:  None.

             SUPPLEMENTAL INFORMATION TO BE FURNISHED 
              WITH REPORTS FILED PURSUANT TO SECTION 15(D)

	The Company expects to furnish to its security 
holders subsequent to the date of the filing of this 
Form 10-K, its Annual Report to Shareholders, and Proxy 
Statement and form of Proxy.  The Company will furnish 
four copies of such material to the Commission for its 
information when it is mailed to security holders.

                        SIGNATURES

	Pursuant to the requirements of the Section 
15(d) of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on 
its behalf by the undersigned, there unto duly 
authorized, as of the 26th day of July, 1997.

                        ACCESS CORPORATION
                               

                        /SCOTT D. WATKINS   
                        _________________        
                        Scott D. Watkins
                        President & Chief Executive Officer

	Pursuant to the requirements of the 
Securities Exchange Act of 1934, this report has been 
signed below by the following persons on behalf of the 
registrant and in the capacities indicated as of the 
26th day of July, 1997.

SCOTT D. WATKINS
____________________________ President & Chief 
Executive Officer
Scott D. Watkins				

NEWTON D. BAKER
____________________________ Executive Vice President
Newton D. Baker              and Treasurer (Principal
                     			     Financial and Accounting 						     
                             Officer), Director

/s/ Kent P. Friel*           Chairman of the Board
____________________
Kent P. Friel

/s/ James H. Hardie*         Director
____________________
James H. Hardie

/s/ Robert J. Kalthoff*      Director
____________________
Robert J. Kalthoff

/s/ John W. Weil*            Director
____________________
John W. Weil
/s/ Dennis J. Sullivan, Jr.* Director
____________________
Dennis J. Sullivan, Jr.
* Pursuant to Power of 
Attorney

NEWTON D. BAKER
_____________________ 
Newton D. Baker
Attorney-In-Fact