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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended: May 31, 2004



Commission File Number: 817-00807



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Access Capital Strategies Community Investment Fund, Inc.

(Exact name of
registrant as specified in its charter)



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|                                         |  |                               
|---------------------------------------- |  | ------------------------------
|MARYLAND                                 |  | 04-3369393                    
|(State of incorporation or organization) |  | (I.R.S. Identification Number)



124 Mt. Auburn
Street, Suite 200N Cambridge, MA 02138

(Address of principal executive offices) (Zip Code)



Registrants telephone number: 617-576-5858



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Securities registered pursuant to Section 12 (b) of the Act:

Common Stock



Name of each exchange on which registered:

N/A



Securities registered pursuant to Section 12(g) of the Act:

None



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Indicate by check mark whether the registrant (1) 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 such filing requirements for the past 90
days:    Yes  x     No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of the 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: ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act):    Yes  x     No ̈



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last day of the registrants most recently completed second fiscal quarter: $285,838,981.



Indicate the number of shares outstanding of each of the registrants classes of common
stock, as of the latest practicable date. As of May 31, 2004, the registrant had 36,035,590 shares of common stock outstanding.



Documents incorporated by reference: YES

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ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.

2004 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS



|         |  |                                                                                       |  |     
|-------- |  | ------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                       |  | PAGE
|PART I  
|         |  |                                                                                      
|Item 1   |  | BUSINESS                                                                              |  | 3   
|         |  |                                                                                      
|Item 2   |  | PROPERTIES                                                                            |  | 4   
|         |  |                                                                                      
|Item 3   |  | LEGAL PROCEEDINGS                                                                     |  | 4   
|         |  |                                                                                      
|Item 4   |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 4   
|         |  |                                                                                      
|         |  |                                                                                       |  | PAGE
|PART II 
|         |  |                                                                                      
|Item 5   |  | MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS             |  | 5   
|         |  |                                                                                      
|Item 6   |  | SELECTED FINANCIAL DATA                                                               |  | 6   
|         |  |                                                                                      
|Item 7   |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 6   
|         |  |                                                                                      
|Item 7A  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 12  
|         |  |                                                                                      
|Item 8   |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                           |  | 13  
|         |  |                                                                                      
|Item 9   |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  |  | 29  
|         |  |                                                                                      
|Item 9A  |  | CONTROLS AND PROCEDURES                                                               |  | 29  
|         |  |                                                                                      
|         |  |                                                                                       |  | PAGE
|PART III
|         |  |                                                                                      
|Item 10  |  | DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT                                        |  | 30  
|         |  |                                                                                      
|Item 11  |  | EXECUTIVE COMPENSATION                                                                |  | 31  
|         |  |                                                                                      
|Item 12  |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                        |  | 32  
|         |  |                                                                                      
|Item 13  |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                        |  | 32  
|         |  |                                                                                      
|Item 14  |  | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                |  | 32  
|         |  |                                                                                      
|         |  |                                                                                       |  | PAGE
|PART IV 
|         |  |                                                                                      
|Item 15  |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                      |  | 33  
|         |  |                                                                                      
|         |  | SIGNATURES                                                                            |  | 35  
|         |  |                                                                                      
|         |  | CERTIFICATION                                                                         |  |     
|         |  |                                                                                      
|         |  | CERTIFICATION OF ANNUAL REPORT                                                        |  |     



2



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##### Table of Contents

PART I



ITEM 1.    BUSINESS



Access
Capital Strategies Community Investment Fund, Inc. (the Fund) completed its organization as a Maryland corporation and registration process in early 1998 and commenced operations on June 23, 1998. This filing is the Form 10-K Annual
Report for the Fund for fiscal year 2004 covering the period from June 1, 2003 to May 31, 2004.



The Fund is a non-diversified closed-end investment management company electing status as a business development company under the Investment Company Act of 1940 (the 1940 Act).



The Funds investment objective is to invest in geographically specific private
placement debt securities located in portions of the United States designated by Fund investors. The Fund invests primarily in private placement debt securities specifically designed to support underlying community development activities targeted to
low- and moderate-income individuals such as affordable housing, education, small business lending, and job-creating activities in areas of the United States designated by Fund investors.



In addition to their geographic specificity, Fund investments must carry a AAA credit rating or carry credit enhancement from a AAA-rated
credit enhancer or be issued or guaranteed by the U.S. Government, government agencies or government-sponsored enterprises. The Fund expects (but cannot guarantee) that all investments made by the Fund will be considered eligible for regulatory
credit under the Community Reinvestment Act (CRA).



Each of Access
Capital Strategies LLC (Access), the Funds manager, and Merrill Lynch Investment Managers, L.P. (MLIM), the Funds sub-manager, is a registered investment adviser under the Investment Advisers Act of 1940
(Investment Advisers Act).



As of May 31, 2004, the Federal
National Mortgage Association (Fannie Mae), through its affiliate Fannie Mae American Communities Fund, held a 32% equity interest in Access. At May 31, 2004, the Fund held $265.5 million aggregate amount of Fannie Mae mortgage-backed
securities, representing 66.6% of the total amount of mortgage-backed securities held by the Fund and 76.6% of the Funds net assets.



The Fund competes with a range of narrowly defined CRA qualified investments and investment vehicles including a few funds that operate on a regional and national basis.
However, to the knowledge of the Fund, there is no other CRA qualified fund in existence that offers exclusively the same AAA/Agency risk parameters as the Fund. The Fund competes most directly with brokers who sell AAA credit quality CRA qualified
securities directly to banking institutions.



The Fund ended the fiscal
year on May 31, 2004 with $346.6 million in net assets and 36.0 million shares of common stock (Shares) owned by 109 Fund investors. The net asset value per Share as of May 31, 2004 was $9.62. The Funds total return for the fiscal
year ended May 31, 2004 was (0.56%).



More information on the Fund is contained
in the Funds Private Offering Memorandum, which is incorporated herein by reference and filed as Exhibit 10(i) hereto.



The Fund invests almost exclusively in non-voting mortgage-backed securities and other non-voting securities. Consequently, the Fund receives very few, if any, proxies
from portfolio companies. Since inception in 1998, the Fund has not received any proxy solicitations. Nonetheless, the Fund has adopted the proxy voting policies and procedures of MLIM as its policies and procedures if the Fund receives a proxy from
a portfolio company. Any proxies received by the Fund will be voted by MLIM pursuant to its policies and procedures. These policies and procedures (i) contain general guidelines that MLIM will follow to ensure that it votes proxies in a manner
consistent with the best interests of the Fund and its shareholders and (ii) are designed to ensure that material conflicts of interest are avoided and/or resolved in a manner that is consistent with MLIMs fiduciary role as sub-adviser to the
Fund. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll-free 1-800-637-3863; (ii) on
www.mutualfunds.ml.com; and (iii) on the Securities and Exchange Commissions website at www.sec.gov.



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ITEM 2.    PROPERTIES



None.



ITEM 3.    LEGAL PROCEEDINGS



None.



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



None.



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PART II



ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



|(a) | Market Information: There is no established public trading market for the Shares, which are the only class of equity securities authorized or issued by the Fund.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Holders: At May 31, 2004, the Fund had 109 shareholders and 36,035,590 Shares outstanding.
|--- | ------------------------------------------------------------------------------------------



|(c) | Dividends: The Fund distributes to shareholders substantially all of its net investment income and net realized capital gains, if any, as determined for income tax purposes. Through
May 31, 2003, dividends were paid on a calendar quarter basis. Effective June 1, 2003, dividends are paid out on a calendar month basis. Applicable law, including provisions of the 1940 Act, may limit the amount of dividends and other distributions
payable by the Fund. Substantially all of the Funds net capital gain (the excess of net long-term capital gain over net short-term capital loss) and the excess of net short-term capital gain over net long-term capital loss, if any, will be
distributed annually with the Funds dividend distribution in December.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Per Share income dividends totaling $0.536984 were declared in the fiscal year ended May 31, 2004. Per Share income dividends totaling $0.435711 were paid in the fiscal year ended May 31, 2004, a decrease of
$0.101273 from the Per Share income dividends paid in the fiscal year ended May 31, 2003. From April 2002 through May 31, 2004, per Share income dividends have been declared and paid as follows:



|            |  |              |  |                   
|----------- |  | ------------ |  | ------------------
|Record Date |  | Payment Date |  | Dividend Per Share
|1-Apr-02    |  | 3-Apr-02     |  | $0.158371         
|1-Jul-02    |  | 12-Jul-02    |  | $0.161414         
|30-Sep-02   |  | 7-Oct-02     |  | $0.151245         
|16-Dec-02   |  | 23-Dec-02    |  | $0.154866         
|31-Mar-03   |  | 7-Apr-03     |  | $0.154481         
|30-May-03   |  | 5-Jun-03     |  | $0.101273         
|30-Jun-03   |  | 7-Jul-03     |  | $0.046921         
|31-Jul-03   |  | 6-Aug-03     |  | $0.048437         
|29-Aug-03   |  | 5-Sep-03     |  | $0.045846         
|30-Sep-03   |  | 7-Oct-03     |  | $0.045292         
|31-Oct-03   |  | 7-Nov-03     |  | $0.044382         
|28-Nov-03   |  | 5-Dec-03     |  | $0.047876         
|31-Dec-03   |  | 8-Jan-04     |  | $0.048195         
|31-Jan-04   |  | 6-Feb-04     |  | $0.044657         
|29-Feb-04   |  | 5-Mar-04     |  | $0.042293         
|31-Mar-04   |  | 7-Apr-04     |  | $0.042516         
|30-Apr-04   |  | 7-May-04     |  | $0.042607         
|31-May-04   |  | 7-Jun-04     |  | $0.037962         



The Fund has not made any capital
gains distributions since inception.



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ITEM 6.    SELECTED FINANCIAL DATA



Selected Financial Data for the Fiscal Years ended May 31, 2004, May 31, 2003, May 31, 2002, May 31, 2001 and May 31, 2000:



|                                                                |  |                                |             |    |                               |   |            |                               |  |   |                               |   |  |                               |           |   |  |   |           |  
|--------------------------------------------------------------- |  | ------------------------------ | ----------- | -- | ----------------------------- | - | ---------- | ----------------------------- |  | - | ----------------------------- | - |  | ----------------------------- | --------- | - |  | - | --------- | -
|                                                                |  | Fiscal year ended May 31, 2004 |             |    | Fiscal yearended May 31, 2003 |   |            | Fiscal yearended May 31, 2002 |  |   | Fiscal yearended May 31, 2001 |   |  | Fiscal yearended May 31, 2000 |          
|SEC Current Yield at end of period                              |  |                                | 4.66        | %  |                               |   | 5.46       | %                             |  |   | 6.40                          | % |  |                               | 6.51      | % |  |   | 7.14      | %
|Annualized ratio of net investment income to average net assets |  |                                | 5.43        | %  |                               |   | 6.08       | %                             |  |   | 6.41                          | % |  |                               | 6.63      | % |  |   | 6.54      | %
|Total return                                                    |  |                                | (.56        | )% |                               |   | 7.46       | %                             |  |   | 8.88                          | % |  |                               | 12.12     | % |  |   | 1.69      | %
|Dividends per share ***                                         |  | $                              | 0.5369840   |    |                               | $ | 0.7232790  |                               |  | $ | 0.635303                      |   |  | $                             | 0.658436  | * |  | $ | 0.594250  | *
|Net investment income                                           |  | $                              | 15,626,451  |    |                               | $ | 13,593,852 |                               |  | $ | 10,036,904                    |   |  | $                             | 4,192,371 |   |  | $ | 2,247,145 |  
|Net realized loss on investments                                |  | $                              | (1,870,202  | )  |                               | $ | (4,016,102 | )                             |  | $ | (523,813                      | ) |  | $                             | (661,249  | ) |  | $ | (215,414  | )
|Unrealized Gain/(Loss)                                          |  | $                              | (15,340,672 | )  |                               | $ | 6,561,676  |                               |  | $ | 3,145,114                     |   |  | $                             | 2,736,703 |   |  | $ | 1,266,025 |  
|Management Fees and Expenses**                                  |  | $                              | 2,245,296   |    |                               | $ | 1,686,814  |                               |  | $ | 1,199,107                     |   |  | $                             | 367,446   |   |  | $ | 199,214   |  

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|* | Adjusted to reflect the 10,000 to 1 stock split that occurred on July 9, 2001.
|- | ------------------------------------------------------------------------------

|** | Management fees plus total expenses, excluding interest expense, before reimbursement.
|-- | --------------------------------------------------------------------------------------

|*** | Starting June 1, 2003 the Fund began paying dividends on a monthly basis; previously dividends had been paid on a calendar quarter basis. Due to the transition, the fiscal 2003
dividends included fourteen months of income while fiscal 2004 contained twelve months of income.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



Overview



The Fund is a non-diversified closed-end management company electing status as a business development company. The Funds investment objective is to invest in geographically specific private placement debt
securities located in portions of the United States designated by Fund investors. The Fund invests primarily in private placement debt securities specifically designed to support underlying community development activities targeted to low- and
moderate-income individuals such as affordable housing, education, small business lending, and job-creating activities in areas of the United States designated by Fund investors.



Investors in the Fund must designate a particular geography within the United States (a Designated Target Region) as part of
their agreement to purchase Fund shares. The Fund invests only in areas where Fund shareholders have made targeted designations.



In addition to their geographic specificity, the Fund will only invest in securities (i) having a rating (or credit enhanced by one or more entities having a rating) in
the highest category assigned by a nationally recognized statistical rating organization (NRSRO) (e.g., at least Aaa from Moodys Investors Services or AAA from Standard & Poors), or (ii)
issued or guaranteed by the U.S. Government, government agencies, or government-sponsored enterprises (GSEs), such as Fannie Mae or Freddie Mac. The Fund expects (but cannot guarantee) that all investments made by the Fund will be
considered eligible for regulatory credit under the CRA.



Compliance



To qualify as a Regulated Investment Company (RIC) under
the Internal Revenue Code of 1986 (the Code), the Fund must, among other things, satisfy a diversification standard under the Code such that, at the close of each quarter of the Funds taxable year, (i) not more than 25% of the
value of its total assets is invested in the securities (other than government securities or securities of other RICs) of a single issuer, or two or more issuers which the Fund controls (under a 20% test) and which are engaged in the same or similar
trades or business or related trades or businesses, and (ii) at least



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50% of the market value of its total assets is represented by cash, cash items, government securities, securities of
other RICs and other securities (with each investment in such other securities limited so that not more than 5% of the value of the Funds total assets is invested in the securities of a single issuer and the Fund does not own more than 10% of
the outstanding voting securities of a single issuer).



Management believes the
Fund was in compliance with the above requirements for the fiscal year ended May 31, 2004.



Fund Operations



Market
Conditions



During the 12-month period ending May 31, 2004, U.S. Treasury
note yields rose dramatically. The 2-year and 5-year yields rose 122 and 150 basis points respectively, while the 10-year and 30-year yields rose 128 and 97 basis points respectively. The year marked a period of extreme volatility. This can be
illustrated by the 170 basis point swing of the 10-year Treasury note during the 12-month period. Just as the Funds fiscal year started, the Federal Reserve eased monetary policy and lowered the Fed Funds rate 25 basis points. Nevertheless,
July 2003 was the worst month in the Funds six-year history as interest rates rose rapidly. April 2004 saw an additional sell-off as a tightening of monetary policy was widely anticipated.



Investment Activity



During the fiscal year ended May 31, 2004, the Fund purchased $262.5 million aggregate amount of securities. In the prior fiscal year ended
May 31, 2003, the Fund had purchased $211.4 million principal amount of securities.



During the fiscal year ended May 31, 2004, the Fund sold $50.2 million aggregate amount of securities (excluding securities sold short in connection with hedging activities in respect of new investments in the Fund and sales of short-term
securities). Net realized losses on securities (including securities sold short in connection with hedging activities in respect of new investments in the Fund and sales of short-term securities) and financial futures contracts from June 1, 2003 to
May 31, 2004 totaled $1,870,202. In the prior fiscal year ended May 31, 2003, the Fund sold $30.5 million aggregate amount of securities (excluding securities sold short in connection with hedging activities in respect of new investments in the Fund
and sales of short-term securities). Net realized losses on securities (including securities sold short in connection with hedging activities in respect of new investments in the Fund and sales of short-term securities) and financial futures
contracts from June 1, 2002 to May 31, 2003 totaled $4,016,102.



Borrowings



The Fund is permitted to use leverage in its investment program, subject
to certain restrictions set forth in its Private Offering Memorandum and the 1940 Act. For the fiscal year ended May 31, 2004, the Fund averaged $65.0 million in borrowings at a weighted-average rate of 1.14% compared to the fiscal year ended May
31, 2003 during which the Fund averaged $41.5 million in borrowings at an average rate of 1.54%. In both periods, the total proceeds from borrowings were primarily used to support additional investments in the Funds Designated Target Regions.



Net Assets



At May 31, 2004, the Funds net assets were $346.6 million, or $9.62 per Share. At May
31, 2003, the Funds net assets were $247.0 million, or $10.21 per Share. The increase in net assets is primarily related to the issuance of capital shares.



The Funds primary investments are listed on the Schedule of Investments included with this report.



Investment Income



The Fund had investment income net of all fees and expenses (as discussed below) of $15.6 million for the fiscal year ended May 31, 2004. In
the prior fiscal year, net investment income was $13.6 million. This $2.0 million, or 14.7%, increase resulted primarily from the Funds increase in average invested assets, which in turn resulted primarily from the issuance of new Shares in
the Fund.



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Management Fees and Expenses



Access receives from the Fund an annual management fee of fifty basis points (0.50%) of the Funds average monthly gross assets less
accrued liabilities, other than indebtedness for borrowing. MLIM receives from Access an annual sub-management fee of twenty-five basis points (0.25%) of the Funds average monthly gross assets less accrued liabilities, other than indebtedness
for borrowings (or if greater, 50% of the management fee payable to Access under the Management Agreement). Effective as of June 1, 2003, the management fee and sub-management fee have been paid on a monthly, rather than quarterly, basis.



During the fiscal year ended May 31, 2003, the Fund was also charged six basis
points (0.06%) of the Funds monthly average net assets for custody and portfolio accounting services and operating expenses. To the extent such expenses exceeded six basis points (0.06%) of the Funds total assets, they were borne by
Access and MLIM.



During the fiscal year ended May 31, 2003, the Fund also
continued to be charged two basis points (0.02%) of the Funds total assets, including assets purchased with borrowed funds, to reimburse Access for unreimbursed expenses relating to the Fund paid by Access prior to March 2001. $44,623 of
previously unreimbursed expenses incurred prior to March 2001 were reimbursed by the Fund in fiscal 2003.



Effective as of June 1, 2003, Access adopted a 25 basis point expense reimbursement cap, pursuant to which the Fund will pay up to 0.25% of its monthly average net assets (the Expense Cap) for operating
expenses, and the Managers will be responsible for reimbursing the Fund for operating expenses in excess of the Expense Cap. If the amount of operating expenses is less than the Expense Cap, the Fund will pay the actual amount of the operating
expenses and, in addition, will pay to Access the difference between the amount of the operating expenses and the Expense Cap to the extent that Access and MLIM have not previously been reimbursed for any operating expenses it had previously paid
under the terms of the Management Agreement (provided that in no circumstance will the Fund pay or reimburse more than 25 basis points of the Funds monthly average net assets for operating expenses and expense reimbursement collectively in any
fiscal year). Total unreimbursed expenses as of May 31, 2004 amount to $483,374.



As described in the Funds Private Offering Memorandum (Offering Memorandum), shareholders in the Fund may be offered the opportunity to participate in a quarterly repurchase program. In every quarter since inception, June
23, 1998, the Fund has offered shareholders the opportunity to participate in a quarterly repurchase program. Four times each year shareholders receive a letter asking if they wish to redeem some or all of their Fund Shares. Investors withdrawing
from the Fund (i.e., redeeming their Shares) will receive the then current net asset value per Share and have transferred to their account maintained by Access the net proceeds from liquidation of their Shares in the Fund. Prior to June 1, 2003,
Access would have charged redeeming shareholders a 1% withdrawal fee if the assets were held in the account for less than three years, following which the assets remaining in their account would have been returned to the investor. The 1% withdrawal
fee has not been charged on any redemptions occurring after June 1, 2003. During the period June 1, 2003, through May 31, 2004, five shareholders opted to redeem a total of 1,562,504 Fund shares for total proceeds of $15,308,518. There were no
redemptions in the fiscal year ended May 31, 2003. Further as described in the Offering Memorandum, certain institutional investors (accredited investors) may periodically purchase shares of the Fund at its current net asset value per
share. As stipulated by the Offering Memorandum, the Fund will terminate operations, and all investors will be required to tender all Shares outstanding on December 31, 2032.



For the fiscal year ended May 31, 2004, the management fee paid by the Fund was $1,761,736, and the reimbursement of operating expenses paid
by the Fund to Access and MLIM was $250,489. For the prior fiscal year, the management fee paid by the Fund was $1,330,802 and the reimbursement of operating expenses received by the Fund from Access and MLIM was $176,550. These increases were due
to increases in the net assets of the Fund. In addition, for the fiscal years ended May 31, 2003 and May 31, 2004, consistent with the Funds Management Agreement with Access and the Funds Private Offering Memorandum, the annual
management fee paid to Access (and the corresponding sub-management fee paid by Access to MLIM) was determined based on the Funds average monthly gross assets, less accrued liabilities other than indebtedness for borrowings.



Yield



For the fiscal year ended May 31, 2004, the ratio of net investment income to average net assets (including borrowings) was 5.43% compared
to 6.08% in the year ago period. At May 31, 2004, the SEC current yield was 4.66% compared with an SEC current yield of 5.46% at May 31, 2003.



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Realized Gain/Loss



For the fiscal year ended May 31, 2004, the net realized loss was $1,870,202 compared to the net realized loss of $4,016,102 for the year ago period. The decrease in
realized loss was primarily due to the Funds hedging activities. The Fund experiences gain or loss on its hedges when the positions are closed or when they are rolled from one expiration cycle to the next.



Dividends Paid



During the fiscal year ended May 31, 2004, the Fund distributed dividends of $0.54 per Share. During the fiscal year ended May 31, 2003, the
Fund distributed dividends of $0.72 per Share. Starting June 1, 2003 the Fund began paying dividends on a monthly basis; previously dividends had been paid on a calendar quarter basis. Due to the transition, the fiscal 2003 dividends included
fourteen months of income while fiscal 2004 contained twelve months of income.



Total Return



For the fiscal year ended May 31, 2004, the
Funds total return (net of management fees and operating expenses) was (0.56%) compared to 7.46% for the fiscal year ended May 31, 2003. The decrease in total return during the year was primarily due to increases in long term interest rates
particularly during the months of July 2003 and April 2004.



Fund Designated
Target Regions at May 31, 2004



The Funds Designated Target Regions
are provided by Fund shareholders at the time of investment. At May 31, 2004, Designated Target Regions (based upon investor commitments at the time of investment) were:



|               |  |        |            
|-------------- |  | ------ | -----------
|DTRs           |  | AMOUNT
|Alabama        |  | $      | 5,000,000  
|California     |  |        | 58,168,939 
|Colorado       |  |        | 1,118,360  
|Connecticut    |  |        | 7,084,919  
|Florida        |  |        | 1,500,000  
|Georgia        |  |        | 500,000    
|Hawaii         |  |        | 145,205    
|Illinois       |  |        | 2,107,619  
|Indiana        |  |        | 1,002,583  
|Iowa           |  |        | 152,687    
|Louisiana      |  |        | 5,000,000  
|Maine          |  |        | 105,989    
|Maryland       |  |        | 650,000    
|Massachusetts  |  |        | 82,103,211 
|Nebraska       |  |        | 10,000,000 
|New York       |  |        | 16,739,271 
|New Jersey     |  |        | 88,633,406 
|New Mexico     |  |        | 1,113,358  
|North Carolina |  |        | 500,000    
|Ohio           |  |        | 11,538,063 
|Oregon         |  |        | 500,000    
|Pennsylvania   |  |        | 31,950,000 
|Rhode Island   |  |        | 250,000    
|South Dakota   |  |        | 5,655,359  
|Tennessee      |  |        | 600,000    
|Texas          |  |        | 20,328,018 
|Utah           |  |        | 4,606,984  
|Vermont        |  |        | 683,432    
|Washington     |  |        | 1,000,000  
|Wisconsin      |  |        | 513,358    
|               |  |        |            
|TOTAL          |  | $      | 359,250,761
|               |  |        |            



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Fund Impact per the Community Reinvestment Act



The Fund invests in securities that support community development economic activity as defined in the Community Reinvestment Act.



At May 31, 2004, the Funds investments had outstanding loans to 4,749
homebuyers with incomes below 80% of median income from the following states in the following numbers.



|                 |  |      
|---------------- |  | -----
|Whole Loans      |  |      
|Alabama          |  | 35   
|Arizona          |  | 153  
|California       |  | 404  
|Colorado         |  | 32   
|Connecticut      |  | 76   
|Delaware         |  | 19   
|Florida          |  | 114  
|Georgia          |  | 19   
|Guam             |  | 2    
|Illinois         |  | 51   
|Indiana          |  | 4    
|Iowa             |  | 5    
|Kansas           |  | 5    
|Louisiana        |  | 22   
|Maine            |  | 1    
|Maryland         |  | 4    
|Massachusetts    |  | 918  
|Mississippi      |  | 8    
|Missouri         |  | 7    
|Nebraska         |  | 54   
|Nevada           |  | 73   
|New Hampshire    |  | 59   
|New Jersey       |  | 843  
|New Mexico       |  | 70   
|New York         |  | 178  
|North Carolina   |  | 14   
|Ohio             |  | 48   
|Oregon           |  | 50   
|Pennsylvania     |  | 502  
|Rhode Island     |  | 9    
|South Carolina   |  | 13   
|South Dakota     |  | 126  
|Tennessee        |  | 7    
|Texas            |  | 405  
|Utah             |  | 351  
|Vermont          |  | 11   
|Virginia         |  | 3    
|Washington       |  | 42   
|Washington, D.C. |  | 5    
|Wisconsin        |  | 7    
|                 |  |      
|                 |  | 4,749



10



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##### Table of Contents

Many of the above loans were made under targeted CRA lending initiatives such as Acorn, Mass Housing Partnership and
other individual banks tailor-made CRA lending programs.



In addition as
of May 31, 2004, the Funds investments had outstanding loans to sponsors of 1,256 multi-family, 14 community based non-profit affordable housing rental units and 53 SBA loans from the following states in the following amounts.





|                   |  |      
|------------------ |  | -----
|Multi-Family Units |  |      
|Alabama            |  | 52   
|California         |  | 199  
|Delaware           |  | 120  
|Mississippi        |  | 47   
|Louisiana          |  | 172  
|New York           |  | 222  
|South Dakota       |  | 48   
|Texas              |  | 189  
|Utah               |  | 207  
|                   |  |      
|                   |  | 1,256



Affordable Housing



Sub Total    6,005





|                           |  |   
|-------------------------- |  | --
|Community Based Non-Profit |  |   
|Rhode Island               |  | 14
|                           |  |   
|                           |  | 14





|           |  |   
|---------- |  | --
|SBA Loans  |  |   
|California |  | 2 
|Florida    |  | 1 
|Kentucky   |  | 1 
|Maryland   |  | 1 
|Minnesota  |  | 2 
|New York   |  | 1 
|Utah       |  | 45
|           |  |   
|           |  | 53



11



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##### Table of Contents

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



A full discussion of the risks associated with ownership of Fund Shares appears in the Funds Private Offering Memorandum, which is incorporated herein by reference.
The Funds market risks may be summarized as follows:



Credit
Risk. All investments made by the Fund must be in securities of a U.S. Government Agency or AAA credit quality. Fund investments will typically have one or more forms of credit enhancement.



Liquidity Risk. Securities purchased by the Fund will generally be privately
placed debt instruments. The market for resale of these securities may be limited. Furthermore, the Fund may pay a premium for CRA securities purchased without any assurance that a comparable premium can be received upon sale of the security.



Interest Rate Risk. The Fund will generally invest in fixed rate
investments that have their market values directly affected by changes in prevailing interest rates. An increase in interest rates will generally reduce the value of Fund investments and a decline in interest rates will generally increase the value
of those investments. There may be exceptions due to shifts in the yield curve, the performance of individual securities and other market factors.



Derivatives Risk. The Fund may use derivative instruments, including futures, forwards, options, indexed securities, and inverse securities for hedging
purposes. Hedging is a strategy in which the Fund uses a derivative to offset the risk that other Fund holdings may decrease in value. While hedging can reduce losses, it can also reduce or eliminate gains if the market moves in a different manner
than anticipated by the Fund or if the cost of the derivative outweighs the benefit of the hedge. Hedging also involves the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected by the Fund,
in which case any losses on the holdings being hedged may not be reduced. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract. There can be no assurance that the Funds hedging
strategy will reduce risk or that hedging transactions will be either available or cost effective.



A summary of the Funds portfolio holdings as of May 31, 2004 is contained in the Schedule of Investments included in Item 8 of this report.



12



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ITEM 8:    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



13



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Report of Independent Registered Public Accounting Firm



To the Shareholders and Board of Directors of

Access Capital Strategies Community Investment Fund, Inc.:



We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Access Capital Strategies Community Investment Fund, Inc.
(the Fund) as of May 31, 2004, and the related statements of operations and of cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights
for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial
highlights based on our audits.



We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2004, by correspondence with the
custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Access Capital
Strategies Community Investment Fund, Inc. as of May 31, 2004, the results of its operations and cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for
each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.



Deloitte & Touche LLP

Princeton, New Jersey

August 11, 2004



14



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Access Capital Strategies Community Investment Fund, Inc.



Schedule of Investments

May 31, 2004



|                                                            |  |             |            |              |   |            
|----------------------------------------------------------- |  | ----------- | ---------- | ------------ | - | -----------
|                                                            |  | Face Amount |            | Market Value
|MORTGAGE-BACKED SECURITIES (115.0%):                        |  |             |            |              |   |            
|                                                            |  |            
|Federal National Mortgage Association (FNMA)(76.6%):        |  |             |            |              |   |            
|                                                            |  |            
|15 Year Fixed Rate Single Family Mortgage-Backed Securities |  |             |            |              |   |            
|4.50%, 10/1/18 - 3/1/19 (b)                                 |  | $           | 6,804,996  |              | $ | 6,697,248  
|5.00%, 12/1/17 - 2/1/19 (b)                                 |  |             | 8,573,056  |              |   | 8,641,482  
|5.50%, 3/1/16                                               |  |             | 332,501    |              |   | 343,160    
|7.00%, 1/1/15                                               |  |             | 80,828     |              |   | 86,490     
|                                                            |  |            
|30 Year Fixed Rate Single Family Mortgage-Backed Securities |  |             |            |              |   |            
|                                                            |  |            
|4.50%, 5/1/33 - 10/1/33 (c)                                 |  |             | 14,538,336 |              |   | 13,631,299 
|5.00%, 7/1/32 - 7/15/34 (c)                                 |  |             | 97,440,191 |              |   | 94,384,094 
|5.50%, 9/1/32 - 6/15/34                                     |  |             | 68,268,081 |              |   | 68,125,515 
|6.00%, 7/1/29 - 1/1/34                                      |  |             | 22,525,432 |              |   | 23,057,248 
|6.50%, 1/1/31 - 11/1/32                                     |  |             | 25,078,084 |              |   | 26,150,283 
|7.00%, 6/1/29 - 3/1/31                                      |  |             | 1,622,805  |              |   | 1,721,333  
|7.25%, 12/1/29                                              |  |             | 79,668     |              |   | 85,235     
|7.50%, 9/1/29 - 1/1/31                                      |  |             | 1,548,955  |              |   | 1,665,456  
|8.00%, 2/1/30 - 4/1/30                                      |  |             | 527,758    |              |   | 574,234    
|                                                            |  |             |            |              |   |            
|Total Single Family Mortgage-Backed Securities              |  |             |            |              |   | 245,163,077
|                                                            |  |             |            |              |   |            
|Multi Family Mortgage-Backed Securities                     |  |             |            |              |   |            
|4.62% (b)                                                   |  |             | 2,000,000  |              |   | 1,893,780  
|4.66%, 10/1/13                                              |  |             | 992,789    |              |   | 980,244    
|4.93%, 10/1/12                                              |  |             | 993,369    |              |   | 988,223    
|5.23%, 4/1/21                                               |  |             | 1,975,807  |              |   | 1,897,348  
|5.37%, 11/1/21                                              |  |             | 5,096,265  |              |   | 5,114,240  
|5.41%, 2/1/21                                               |  |             | 1,066,493  |              |   | 1,075,255  
|5.51%, 11/1/21                                              |  |             | 770,231    |              |   | 754,695    
|6.38%, 5/1/11                                               |  |             | 1,211,841  |              |   | 1,323,778  
|6.50%, 5/1/17                                               |  |             | 1,289,968  |              |   | 1,365,244  
|6.70%, 6/1/19                                               |  |             | 658,822    |              |   | 709,445    
|7.13%, 1/1/22                                               |  |             | 437,190    |              |   | 473,455    
|7.42%, 10/1/18                                              |  |             | 1,937,503  |              |   | 2,174,559  
|7.58%, 5/1/18                                               |  |             | 613,602    |              |   | 705,314    
|7.97%, 9/1/17                                               |  |             | 735,027    |              |   | 866,428    
|                                                            |  |             |            |              |   |            
|Total Multi-Family Mortgage-Backed Securities               |  |             |            |              |   | 20,322,008 
|                                                            |  |             |            |              |   |            
|Total Federal National Mortgage Association Securities      |  |             |            |              |   | 265,485,085
|                                                            |  |             |            |              |   |            
|Federal Home Loan Mortgage Corporation (34.5%):             |  |             |            |              |   |            
|                                                            |  |            
|15 Year Fixed Rate Single Family Mortgage-Backed Securities |  |             |            |              |   |            
|4.50%, 1/1/19 - 4/1/19 (b)                                  |  |             | 2,438,532  |              |   | 2,400,541  
|5%, 11/1/18 - 1/1/19                                        |  |             | 2,075,037  |              |   | 2,089,739  



15



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##### Table of Contents

30 Year Fixed Rate Single Family Mortgage-Backed Securities



|                                                                                      |  |             |            |              |   |             |  
|------------------------------------------------------------------------------------- |  | ----------- | ---------- | ------------ | - | ----------- | -
|                                                                                      |  | Face Amount |            | Market Value |  
|4.50%, 8/1/33 - 9/1/33                                                                |  | $           | 3,862,446  |              | $ | 3,621,561   |  
|5.00%, 7/1/33 - 6/15/34(c)                                                            |  |             | 31,641,785 |              |   | 30,620,617  |  
|5.50%, 9/1/29 - 6/15/34(c)                                                            |  |             | 49,591,775 |              |   | 49,528,830  |  
|6.00%, 3/1/31 - 10/1/33(c)                                                            |  |             | 18,373,172 |              |   | 18,812,006  |  
|6.50%, 6/1/29 - 8/1/32                                                                |  |             | 9,584,463  |              |   | 9,994,084   |  
|7.00%, 11/1/29 - 4/1/31                                                               |  |             | 1,152,280  |              |   | 1,220,693   |  
|7.50%, 12/1/29 - 3/1/30                                                               |  |             | 1,045,761  |              |   | 1,129,701   |  
|                                                                                      |  |             |            |              |   |             |  
|Total Federal Home Loan Mortgage Corporation Single Family Mortgage-Backed Securities |  |             |            |              |   | 119,417,772 |  
|                                                                                      |  |             |            |              |   |             |  
|GNMA Pool (1.6%):                                                                     |  |             |            |              |   |             |  
|Multi Family Mortgage-Backed Securities                                               |  |             |            |              |   |             |  
|5.13%, 3/1/34                                                                         |  |             | 635,635    |              |   | 629,310     |  
|5.75%, 9/15/23                                                                        |  |             | 756,230    |              |   | 779,787     |  
|6.00%, 12/15/31                                                                       |  |             | 947,483    |              |   | 972,421     |  
|6.25%, 9/15/32                                                                        |  |             | 529,304    |              |   | 566,857     |  
|6.50%, 4/15/32 - 4/20/32                                                              |  |             | 731,281    |              |   | 754,335     |  
|7.00%, 4/15/32                                                                        |  |             | 177,539    |              |   | 188,872     |  
|8.25%, 12/15/32                                                                       |  |             | 1,501,439  |              |   | 1,683,943   |  
|                                                                                      |  |             |            |              |   |             |  
|Total GNMA Pool Multi-Family Mortgage-Backed Securities                               |  |             |            |              |   | 5,575,525   |  
|                                                                                      |  |             |            |              |   |             |  
|                                                                                      |  |            
|Small Business Administration (2.3%)                                                  |  |             |            |              |   |             |  
|1.30%, 3/25/29                                                                        |  |             | 3,265,758  |              |   | 3,265,758   |  
|1.30%, 4/25/28 (a)                                                                    |  |             | 1,781,736  |              |   | 1,768,523   |  
|1.38%, 6/25/18 (a)                                                                    |  |             | 1,037,743  |              |   | 1,031,802   |  
|1.40%, 10/25/10                                                                       |  |             | 830,296    |              |   | 826,803     |  
|4.63%, 1/25/09                                                                        |  |             | 1,010,766  |              |   | 1,055,412   |  
|                                                                                      |  |             |            |              |   |             |  
|Total Small Business Administration Securities                                        |  |             |            |              |   | 7,948,298   |  
|                                                                                      |  |             |            |              |   |             |  
|Total Mortgage-Backed Securities                                                      |  |             |            |              |   | 398,426,680 |  
|                                                                                      |  |            
|MUNICIPAL BONDS (0.0%):                                                               |  |             |            |              |   |             |  
|                                                                                      |  |            
|Guam Power Authority Revenue Bonds, Series A, 5% due 10/01/2004                       |  |             | 140,000    |              |   | 140,721     |  
|                                                                                      |  |             |            |              |   |             |  
|Total Municipal Bonds                                                                 |  |             |            |              |   | 140,721     |  
|                                                                                      |  |             |            |              |   |             |  
|Total investments (cost - $403,230,291) - 115.0%                                      |  |             |            |              |   | 398,567,401 |  
|Liabilities in excess of other assets - (15.0%)                                       |  |             |            |              |   | (52,000,201 | )
|                                                                                      |  |             |            |              |   |             |  
|Net assets - 100.0%                                                                   |  |             |            |              | $ | 346,567,200 |  
|                                                                                      |  |             |            |              |   |             |  

---

|(a) | All or a portion held as collateral in connection with open financial futures contracts.
|--- | ----------------------------------------------------------------------------------------

|(b) | Represents or includes a to-be-announced (TBA) transaction. The Fund has purchased securities for which all specific information is not available at this time.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | All or a portion held as collateral in connection with open reverse repurchase agreements.
|--- | ------------------------------------------------------------------------------------------



16



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Pursuant to the financial futures contracts, the Fund agrees to receive from or pay to the broker an amount equal to the
daily fluctuation in values of the contract. Such receipts or payments, which are settled the following business day, are known as variation margin and are recorded by the Fund as unrealized gains or losses. Financial futures contracts sold as of
May 31, 2004 were as follows:



|                                  |  |                               |  |                 |  |            |            |                        |   |       
|--------------------------------- |  | ----------------------------- |  | --------------- |  | ---------- | ---------- | ---------------------- | - | ------
|Number ofContracts                |  | Issue                         |  | Expiration Date |  | Face Value |            | UnrealizedAppreciation
|61                                |  | U.S. Ten-Year Treasury Bonds  |  | June 2004       |  | $          | 6,765,884  |                        | $ | 63,509
|200                               |  | U.S. Five-Year Treasury Bonds |  | September 2004  |  | $          | 21,682,756 |                        |   | 48,382
|164                               |  | U.S. Ten-Year Treasury Bonds  |  | September 2004  |  | $          | 17,831,635 |                        |   | 58,135
|                                  |  |                               |  |                 |  |            |            |                        |   |       
|Total Unrealized Appreciation-Net |  |                               |  |                 |  |            | $          | 170,026               
|                                  |  |                               |  |                 |  |            |            |                        |   |       



See Notes to Financial Statements.



17



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Access Capital Strategies Community Investment Fund, Inc.



STATEMENT OF ASSETS AND LIABILITIES AS OF MAY 31, 2004



|                                                                                  |  |   |            |   |  |   |             |  
|--------------------------------------------------------------------------------- |  | - | ---------- | - |  | - | ----------- | -
|Assets:                                                                           |  |   |            |   |  |   |             |  
|Investments in unaffiliated securities, at value (Identified cost - $403,230,291) |  |   |            |   |  | $ | 398,567,401 |  
|Receivables:                                                                      |  |   |            |   |  |   |             |  
|Capital shares sold                                                               |  | $ | 14,785,251 |   |  |   |             |  
|Interest                                                                          |  |   | 1,776,197  |   |  |   |             |  
|Principal paydowns                                                                |  |   | 370,198    |   |  |   |             |  
|Variation margin                                                                  |  |   | 191,468    |   |  |   | 17,123,114  |  
|                                                                                  |  |   |            |   |  |   |             |  
|Prepaid expenses                                                                  |  |   |            |   |  |   | 270         |  
|                                                                                  |  |   |            |   |  |   |             |  
|Total assets                                                                      |  |   |            |   |  |   | 415,690,785 |  
|                                                                                  |  |   |            |   |  |   |             |  
|Liabilities:                                                                      |  |   |            |   |  |   |             |  
|Payables:                                                                         |  |   |            |   |  |   |             |  
|Reverse repurchase agreements (including accrued interest of $17,180)             |  |   | 51,117,180 |   |  |   |             |  
|Securities purchased                                                              |  |   | 15,485,800 |   |  |   |             |  
|Dividends to shareholders                                                         |  |   | 1,310,503  |   |  |   |             |  
|Custodian bank                                                                    |  |   | 956,797    |   |  |   |             |  
|Investment advisor                                                                |  |   | 177,414    |   |  |   |             |  
|Other affiliates                                                                  |  |   | 2,565      |   |  |   | 69,050,259  |  
|                                                                                  |  |   |            |   |  |   |             |  
|Accrued expenses and other liabilities                                            |  |   |            |   |  |   | 73,326      |  
|                                                                                  |  |   |            |   |  |   |             |  
|Total liabilities                                                                 |  |   |            |   |  |   | 69,123,585  |  
|                                                                                  |  |   |            |   |  |   |             |  
|Net Assets                                                                        |  |   |            |   |  | $ | 346,567,200 |  
|                                                                                  |  |   |            |   |  |   |             |  
|Net Assets Consist of:                                                            |  |   |            |   |  |   |             |  
|Paid-in capital                                                                   |  |   |            |   |  | $ | 359,732,222 |  
|Accumulated distributions in excess of investment income-net                      |  | $ | (1,310,503 | ) |  |   |             |  
|Accumulated realized capital losses on investments-net                            |  |   | (7,361,655 | ) |  |   |             |  
|Unrealized depreciation on investments-net                                        |  |   | (4,492,864 | ) |  |   |             |  
|                                                                                  |  |   |            |   |  |   |             |  
|Total accumulated losses-net                                                      |  |   |            |   |  |   | (13,165,022 | )
|                                                                                  |  |   |            |   |  |   |             |  
|Net Assets                                                                        |  |   |            |   |  | $ | 346,567,200 |  
|                                                                                  |  |   |            |   |  |   |             |  
|Net Asset Value Per Share                                                         |  |   |            |   |  | $ | 9.62        |  
|                                                                                  |  |   |            |   |  |   |             |  
|Shares issued and outstanding, $.0000001 par value, 100,000,000 shares authorized |  |   |            |   |  |   | 36,035,590  |  
|                                                                                  |  |   |            |   |  |   |             |  



See Notes to Financial Statements



18



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Access Capital Strategies Community Investment Fund, Inc.



STATEMENT OF OPERATIONS



|                                                                  |  |   |           |                        |   |             |  
|----------------------------------------------------------------- |  | - | --------- | ---------------------- | - | ----------- | -
|                                                                  |  |   |           | Year EndedMay 31, 2004 |  
|Investment Income:                                                |  |   |           |                        |   |             |  
|Interest                                                          |  |   |           |                        | $ | 18,861,490  |  
|                                                                  |  |  
|Expenses:                                                         |  |   |           |                        |   |             |  
|Management fees                                                   |  | $ | 1,761,736 |                        |   |             |  
|Interest expense                                                  |  |   | 739,254   |                        |   |             |  
|Professional fees                                                 |  |   | 204,443   |                        |   |             |  
|Accounting services                                               |  |   | 107,687   |                        |   |             |  
|Pricing fees                                                      |  |   | 54,400    |                        |   |             |  
|Custodian fees                                                    |  |   | 43,073    |                        |   |             |  
|Directors fees and expenses                                      |  |   | 30,000    |                        |   |             |  
|Transfer agent fees                                               |  |   | 19,382    |                        |   |             |  
|Other                                                             |  |   | 24,575    |                        |   |             |  
|                                                                  |  |   |           |                        |   |             |  
|Total expenses before reimbursement                               |  |   | 2,984,550 |                        |   |             |  
|Reimbursement of expenses                                         |  |   | 250,489   |                        |   |             |  
|                                                                  |  |   |           |                        |   |             |  
|Total expenses after reimbursement                                |  |   |           |                        |   | 3,235,039   |  
|                                                                  |  |   |           |                        |   |             |  
|Investment income-net                                             |  |   |           |                        |   | 15,626,451  |  
|                                                                  |  |   |           |                        |   |             |  
|Realized & Unrealized Loss on Investments:                        |  |   |           |                        |   |             |  
|Realized loss on investments-net                                  |  |   |           |                        |   | (1,870,202  | )
|Change in unrealized appreciation/depreciation on investments-net |  |   |           |                        |   | (15,340,672 | )
|                                                                  |  |   |           |                        |   |             |  
|Total realized and unrealized loss on investments-net             |  |   |           |                        |   | (17,210,874 | )
|                                                                  |  |   |           |                        |   |             |  
|Net Decrease in Net Assets Resulting from Operations              |  |   |           |                        | $ | (1,584,423  | )
|                                                                  |  |   |           |                        |   |             |  



See
Notes to Financial Statements.



19



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##### Table of Contents

Access Capital Strategies Community Investment Fund, Inc.



STATEMENTS OF CHANGES IN NET ASSETS



|                                                                    |  |                    |             |   |      |   |             |  
|------------------------------------------------------------------- |  | ------------------ | ----------- | - | ---- | - | ----------- | -
|                                                                    |  | Year Ended May 31, |            
|Increase (Decrease) in Net Assets:                                  |  | 2004               |             |   | 2003 |  
|Operations:                                                         |  |                    |             |   |      |   |             |  
|Investment income-net                                               |  | $                  | 15,626,451  |   |      | $ | 13,593,852  |  
|Realized loss on investments-net                                    |  |                    | (1,870,202  | ) |      |   | (4,016,102  | )
|Change in unrealized appreciation/depreciation on investments-net   |  |                    | (15,340,672 | ) |      |   | 6,561,676   |  
|                                                                    |  |                    |             |   |      |   |             |  
|                                                                    |  |                    |             |   |      |   |             |  
|Net increase (decrease) in net assets resulting from operations     |  |                    | (1,584,423  | ) |      |   | 16,139,426  |  
|                                                                    |  |                    |             |   |      |   |             |  
|                                                                    |  |                    |             |   |      |   |             |  
|Dividends to Shareholders:                                          |  |                    |             |   |      |   |             |  
|Dividends to shareholders from investment income-net                |  |                    | (15,598,955 | ) |      |   | (15,984,993 | )
|                                                                    |  |                    |             |   |      |   |             |  
|                                                                    |  |                    |             |   |      |   |             |  
|Capital Share Transactions:                                         |  |                    |             |   |      |   |             |  
|Net proceeds from sale of shares                                    |  |                    | 129,965,000 |   |      |   | 59,371,343  |  
|Value of shares issued to shareholders in reinvestment of dividends |  |                    | 2,060,217   |   |      |   | 2,624,285   |  
|                                                                    |  |                    |             |   |      |   |             |  
|                                                                    |  |                    |             |   |      |   |             |  
|Total issued                                                        |  |                    | 132,025,217 |   |      |   | 61,995,628  |  
|Cost of shares redeemed                                             |  |                    | (15,308,519 | ) |      |   |            |  
|                                                                    |  |                    |             |   |      |   |             |  
|                                                                    |  |                    |             |   |      |   |             |  
|Net increase in net assets derived from capital share transactions  |  |                    | 116,716,698 |   |      |   | 61,995,628  |  
|                                                                    |  |                    |             |   |      |   |             |  
|                                                                    |  |                    |             |   |      |   |             |  
|Net Assets:                                                         |  |                    |             |   |      |   |             |  
|Total increase in net assets                                        |  |                    | 99,533,320  |   |      |   | 62,150,061  |  
|Beginning of year                                                   |  |                    | 247,033,880 |   |      |   | 184,883,819 |  
|                                                                    |  |                    |             |   |      |   |             |  
|End of year*                                                        |  | $                  | 346,567,200 |   |      | $ | 247,033,880 |  
|                                                                    |  |                    |             |   |      |   |             |  
|                                                                    |  |                    |             |   |      |   |             |  
|*Accumulated distributions in excess of investment income-net       |  | $                  | (1,310,503  | ) |      | $ | (1,401,829  | )
|                                                                    |  |                    |             |   |      |   |             |  
|                                                                    |  |                    |             |   |      |   |             |  



See
Notes to Financial Statements.



20



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##### Table of Contents

Access Capital Strategies Community Investment Fund, Inc.



STATEMENT OF CASH FLOWS



|                                                                                                                            |  |                        |              |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ------------ | -
|                                                                                                                            |  | Year EndedMay 31, 2004 |             
|Cash Used for Operating Activities:                                                                                         |  |                        |              |  
|Net decrease in net assets resulting from operations                                                                        |  | $                      | (1,584,423   | )
|Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities: |  |                        |              |  
|Increase in receivables                                                                                                     |  |                        | (454,583     | )
|Decrease in other assets                                                                                                    |  |                        | 48,939       |  
|Increase in other liabilities                                                                                               |  |                        | 942,471      |  
|Realized and unrealized loss on investments-net                                                                             |  |                        | 17,210,874   |  
|Realized and unrealized gain on financial futures contracts-net                                                             |  |                        | (732,109     | )
|Amortization of premium and discount                                                                                        |  |                        | 17,277       |  
|Proceeds from paydowns and sales of long-term investments                                                                   |  |                        | 163,707,290  |  
|Purchases of long-term investments                                                                                          |  |                        | (270,344,482 | )
|                                                                                                                            |  |                        |              |  
|Net cash used for investing activities                                                                                      |  |                        | (91,188,746  | )
|                                                                                                                            |  |                        |              |  
|Cash Provided by Financing Activities:                                                                                      |  |                        |              |  
|Cash receipts from issuance of capital shares-net                                                                           |  |                        | 115,279,749  |  
|Cash receipts from reverse repurchase agreements - net                                                                      |  |                        | 4,100,000    |  
|Cash payments on capital shares redeemed-net                                                                                |  |                        | (15,308,519  | )
|Dividends paid to shareholders                                                                                              |  |                        | (14,381,310  | )
|                                                                                                                            |  |                        |              |  
|Net cash provided by financing activities                                                                                   |  |                        | 89,689,920   |  
|                                                                                                                            |  |                        |              |  
|Cash:                                                                                                                       |  |                        |              |  
|Net decrease in cash                                                                                                        |  |                        | (1,498,826   | )
|Cash at beginning of year                                                                                                   |  |                        | 1,498,826    |  
|                                                                                                                            |  |                        |              |  
|Cash at end of year                                                                                                         |  | $                      |             |  
|                                                                                                                            |  |                        |              |  
|Cash Flow Information:                                                                                                      |  |                        |              |  
|Cash paid for interest                                                                                                      |  | $                      | 740,945      |  
|                                                                                                                            |  |                        |              |  
|Non-Cash Financing Activities                                                                                               |  |                        |              |  
|Capital shares issued in reinvestment of dividends to shareholders                                                          |  | $                      | 2,060,217    |  
|                                                                                                                            |  |                        |              |  



See
Notes to Financial Statements.



21



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##### Table of Contents

Access Capital Strategies Community Investment Fund, Inc.



FINANCIAL HIGHLIGHTS



The following per share data and ratios have been derived from information provided in the financial statements.



|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|------------------------------------------------------------- |  | ------------------ | ------- | -- | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------ | -
|                                                              |  | Year Ended May 31, |        
|Increase (Decrease) in Net Asset Value:                       |  | 2004               |         |    | 2003 |   |         | 2002 |  |   | 2001    |   |  | 2000 |        
|Per Share Operating Performance: ++                           |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Net asset value, beginning of year                            |  | $                  | 10.21   |    |      | $ | 10.19   |      |  | $ | 9.97    |   |  | $    | 9.50    |   |  | $ | 9.93   |  
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Investment income-net                                         |  |                    | .54     | ** |      |   | .62     | **   |  |   | .64     |   |  |      | .63     |   |  |   | .58    |  
|Realized and unrealized gain(loss) on investments-net         |  |                    | (.59    | )  |      |   | .12     |      |  |   | .22     |   |  |      | .50     |   |  |   | (.42   | )
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Total from investment operations                              |  |                    | (.05    | )  |      |   | .74     |      |  |   | .86     |   |  |      | 1.13    |   |  |   | .16    |  
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Less dividends from investment income-net                     |  |                    | (.54    | )  |      |   | (.72    | )    |  |   | (.64    | ) |  |      | (.66    | ) |  |   | (.59   | )
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Net asset value, end of year                                  |  | $                  | 9.62    |    |      | $ | 10.21   |      |  | $ | 10.19   |   |  | $    | 9.97    |   |  | $ | 9.50   |  
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Total Investment Return:*                                     |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Based on net asset value per share                            |  |                    | (.56    | )% |      |   | 7.46    | %    |  |   | 8.88    | % |  |      | 12.12   | % |  |   | 1.69   | %
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Ratios to Average Net Assets:+                                |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Expenses, net of reimbursement and excluding interest expense |  |                    | .87     | %  |      |   | .68     | %    |  |   | .64     | % |  |      | .58     | % |  |   | .58    | %
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Expenses, excluding interest expense                          |  |                    | .78     | %  |      |   | .75     | %    |  |   | .77     | % |  |      | .58     | % |  |   | .58    | %
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Expenses                                                      |  |                    | 1.04    | %  |      |   | 1.04    | %    |  |   | 1.06    | % |  |      | 1.23    | % |  |   | .82    | %
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Investment income-net                                         |  |                    | 5.43    | %  |      |   | 6.08    | %    |  |   | 6.41    | % |  |      | 6.63    | % |  |   | 6.54   | %
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Ratios to Average Net Assets, Including Borrowings:+          |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Expenses, net of reimbursement and excluding interest expense |  |                    | .71     | %  |      |   | .57     | %    |  |   | .58     | % |  |      |        |   |  |   |       |  
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Expenses, excluding interest expense                          |  |                    | .64     | %  |      |   | .64     | %    |  |   | .68     | % |  |      |        |   |  |   |       |  
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Expenses                                                      |  |                    | .85     | %  |      |   | .88     | %    |  |   | .94     | % |  |      |        |   |  |   |       |  
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Investment income-net                                         |  |                    | 4.44    | %  |      |   | 5.14    | %    |  |   | 5.73    | % |  |      |        |   |  |   |       |  
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Supplemental Data:                                            |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Net assets, end of year (in thousands)                        |  | $                  | 346,567 |    |      | $ | 247,034 |      |  | $ | 184,884 |   |  | $    | 122,188 |   |  | $ | 49,877 |  
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Portfolio turnover                                            |  |                    | 46      | %  |      |   | 42      | %    |  |   | 20      | % |  |      | 25      | % |  |   | 57     | %
|                                                              |  |                    |         |    |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  

---

|* | Total investment returns exclude the effects of sales charges.
|- | --------------------------------------------------------------

|** | Based on average shares outstanding.
|-- | ------------------------------------

|+ | Effective June 1, 2003, the six basis point and two basis point expense reimbursement caps described below were replaced with and superceded by a 25 basis point expense
reimbursement cap. To the extent that the Funds operating expenses (exclusive of management fees and interest expense) in a given fiscal year are less than .25% of the Funds monthly average net assets, the Fund will repay the Funds
investment manager (Access) and sub-investment manager (MLIM) for operating expenses previously borne or reimbursed by Access and MLIM (provided that in no circumstance will the Fund pay or reimburse more than 25 basis points
of the Funds monthly average assets for operating expenses and expense reimbursement collectively in any fiscal year). Prior to that time, the Funds operating expenses were being recorded by the Fund and the Fund was being reimbursed by
Access and MLIM for operating expenses in excess of six basis points. Prior to June 1, 2003, the expense reimbursement cap was six basis points (0.06%). During the fiscal year ended May 31, 2003, the Fund also continued to be charged two basis
points (0.02%) of the Funds total assets, including assets purchased with borrowed funds, to reimburse Access for unreimbursed expenses relating to the Fund paid by Access prior to March 2001.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|++ | Per share operating performance figures have been adjusted, where appropriate, to reflect a 10,000 for 1 stock split that occurred on July 9, 2001.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------



See Notes to Financial Statements.



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##### Table of Contents

ACCESS CAPITAL STRATEGIES

COMMUNITY INVESTMENT FUND, INC.



Notes to Financial Statements



May 31, 2004



(1) Organization



Access Capital Strategies Community Investment Fund, Inc. (the
Fund), a Maryland Corporation, is organized as a non-diversified closed-end management investment company electing status as a business development company under the Investment Company Act of 1940. The Fund commenced operations on June
23, 1998.



The Funds investment objective is to invest in
geographically specific private placement debt securities located in portions of the United States designated by Fund investors. The Fund invests primarily in private placement debt securities specifically designed to support underlying community
development activities targeted to low- and moderate-income individuals such as affordable housing, education, small business lending, and job-creating activities in areas of the United States designated by Fund investors. The Funds Articles
of Incorporation provide that on December 31, 2032, the Fund will be dissolved without any action by the shareholders.



(2) Significant Accounting Policies



The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. The
policies are in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect amounts reported therein. Although actual results could differ from these estimates, any such
differences are expected to be immaterial to the net assets of the Fund.



(a) Valuation of Securities



Portfolio securities the principal market for which is a securities exchange will be valued at the closing sales price on that exchange on the day of computation, or, if there have been no sale during such day, at the
bid quotations. If no such bid prices are available, then the securities will be valued in good faith at their respective fair values using methods determined by or under the supervision of the Board. Portfolio securities the principal market for
which is not a securities exchange and for which State Street Bank and Trust Company (State Street), which provides accounting (in addition to custody) services to the Fund, can obtain a price from an independent pricing agent are valued
at the price obtained from the independent pricing agent. The price is adjusted for the Community Reinvestment Act (CRA) premium which is obtained from an independent source. Portfolio securities the principal market for which is not a
securities exchange and for which State Street cannot obtain a price from an independent pricing agent are valued at their respective fair values by the MLIM Fixed Income Pricing Committee, provided that the price (or change in price) does not
affect the Funds NAV by more than 1⁄2 of 1%. Portfolio securities the principal market for which is not a securities exchange, for which State Street cannot obtain a price from an independent pricing agent, and the price (or change in
price) of which the MLIM Fixed Income Pricing Committee determines would affect the Funds NAV by more than 1⁄2 of 1% are valued at their respective fair values by the Funds Pricing Committee. Financial futures contracts are stated at
market value. All other assets and securities including securities for which market quotations are not readily available are valued at their fair value as determined in good faith under the general supervision of the Board of Directors of the Fund
(the Directors). Occasionally, events affecting the values of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the market on which such securities trade) and
the close of business on the NYSE. If events (for example, company announcement, natural disasters, market volatility) occur during such periods that are expected to materially affect the value for such securities, those securities may be valued at
their fair value as determined in good faith by the Directors or by the investment adviser using a pricing service and/or procedures approved by the Directors.



23



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##### Table of Contents

(b) Repurchase Agreements



It is the policy of the Fund to require the custodian bank to take possession by having legally segregated
in the Federal Reserve Book entry system all securities held as collateral in support of the repurchase agreement investments. Additionally, procedures have been established by the Fund to monitor, on a daily basis, the market value of each
repurchase agreements underlying securities to ensure the existence of a proper level of collateral.



The Fund will only enter into repurchase agreements with banks and other recognized financial institutions such as broker/dealers which
are deemed by the Funds adviser or sub-adviser to be creditworthy pursuant to guidelines established by the Directors. Risk may arise from potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the
Fund could receive less than the repurchase price on the sale of the collateral securities.



(c) Reverse Repurchase Agreements



To obtain short-term financing, the Fund may enter into reverse repurchase agreements with banks and other recognized financial
institutions such as broker/dealers which are deemed by the Funds advisor or sub-advisor to be creditworthy pursuant to the guidelines established by the Directors. Interest on the value of the reverse repurchase agreements is based upon
competitive market rates at the time of issuance. At the time the Fund enters into a reverse repurchase agreement, it will establish and maintain a segregated account with the custodian containing qualifying assets having a value not less than the
repurchase price, including accrued interest. If the counterparty to the transaction is rendered insolvent, the ultimate realization of the securities to be repurchased by the Fund may be delayed or limited. At May 31, 2004, the Fund had $52,405,837
of portfolio securities pledged as collateral for reverse repurchase agreements.



(d) Derivatives



The Fund may use derivative instruments, including futures, forwards, options, indexed securities and inverse securities for hedging purposes only. Derivatives allow the Fund to increase or decrease its risk exposure
more quickly and efficiently than other types of instruments. While hedging can reduce losses, it can also reduce or eliminate gains if the market moves in a different manner than anticipated by the Fund or if the cost of the derivative outweighs
the benefit of the hedge. Hedging also involves the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected by the Fund, in which case any losses on the holdings being hedged may not be reduced.
Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract. There can be no assurance that the Funds hedging strategy will reduce risk or that hedging transactions will be either
available or cost effective.



Financial futures
contracts - The Fund may purchase or sell financial futures contracts and options on such futures contracts. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or
yield. Upon entering into a contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker
an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized
gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.



(e) Leverage



The Fund may borrow money from and issue debt securities to banks, insurance companies, and other lenders to obtain additional funds to
invest in private placement debt securities.



24



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##### Table of Contents

(f) Security Transactions and Investment Income



Security transactions are recorded on trade date. Realized
gains and losses from security transactions are reported on an identified-cost basis. Income and expenses are recorded on the accrual basis. Premiums and discounts on mortgage-backed securities are amortized and accreted into interest income using
the effective-yield method.



(g) Federal Income
Taxes



No provision for federal income
or excise taxes is required since the Fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income to its shareholders.



(h) Distributions to Shareholders



Effective as of June 1, 2003, the Fund declares daily and distributes dividends monthly from net investment
income. The fund distributes dividends annually from net realized capital gains, if any, after offsetting capital-loss carryovers.



(i) Securities Sold Short



The Fund may utilize securities sold short that would be shown as a liability in the statements of assets and liabilities and would be for
hedging purposes only. To settle the liability, the Fund would be required to purchase the previously shorted securities at the prevailing market price. Securities are sold short against purchases made prior to receiving a capital call. Upon
receiving the capital call the short security is repurchased at the prevailing market price. Short sales may involve a level of risk in excess of the liability recognized in the accompanying statements of assets and liabilities. The extent of such
risk cannot be quantified.



(j) Custodian Bank



The Fund recorded an amount payable to the
custodian bank reflecting an overnight overdraft, which resulted from management estimates of available cash.



(k) Reclassification



U.S. generally accepted accounting principals require that certain components of net assets be adjusted to reflect permanent differences
between financial and tax reporting. Accordingly, during the current year, $63,830 has been reclassified between paid-in capital and accumulated distributions in excess of investment income as a result of permanent differences attributable to a tax
return of capital. This reclassification has no effect on net assets or net asset value per share.



(3) Investments



Purchases and sales of investments, excluding short-term securities, for the year ended May 31, 2004 were $262,455,982 and $164,006,811, respectively.



Net realized losses for the year ended May 31, 2004 and net unrealized appreciation/depreciation as of May 31, 2004 were as follows



|                            |  |                |            |   |                                      |   |            |  
|--------------------------- |  | -------------- | ---------- | - | ------------------------------------ | - | ---------- | -
|                            |  | RealizedLosses |            |   | UnrealizedAppreciation/ Depreciation |  
|Long-term investments       |  | $              | (175,222   | ) |                                      | $ | (4,662,890 | )
|Financial futures contracts |  |                | (1,694,980 | ) |                                      |   | 170,026    |  
|                            |  |                |            |   |                                      |   |            |  
|Total                       |  | $              | (1,870,202 | ) |                                      | $ | (4,492,864 | )
|                            |  |                |            |   |                                      |   |            |  



As of May 31, 2004,
net unrealized depreciation for federal income tax purposes aggregated $4,662,890, of which $2,870,063 related to appreciated securities and $7,532,953 related to depreciated securities. The aggregate cost of investments at May 31, 2004 for federal
income tax purposes was $403,230,291.



25



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##### Table of Contents

(4) Investment Management Agreement and Other Transactions with Affiliates



Access Capital Strategies LLC (Access) serves as the Funds
investment manager. Access is a registered investment adviser under the Investment Advisers Act of 1940. As of May 31, 2004, the Federal National Mortgage Association (Fannie Mae) through its affiliate, the Fannie Mae American
Communities Fund, holds a 32% equity interest in Access. At May 31, 2004, the Fund held $265,485,085 in Fannie Mae mortgage-backed securities representing 76.6% of the Funds net assets.



For the fiscal year ended May 31, 2004, Access was paid an annual management
fee, paid monthly of fifty basis points (0.50%) of the Funds average monthly gross assets less accrued liabilities, other than indebtedness for borrowing. Prior to June 1, 2003, the management fee and sub-management fee were paid on a
quarterly basis.



Access has entered into a sub-management
agreement (the Sub-Management Agreement) with Merrill Lynch Investment Managers, L.P. (MLIM). Under the Sub-Management Agreement, MLIM has assumed certain investment and administrative duties of Access and for such services
MLIM receives from Access an annual sub-management fee paid monthly at an annual rate of twenty-five basis points (0.25%) of the Funds average gross monthly assets, less accrued liabilities other than indebtedness for borrowings. For the year
ended May 31, 2004, MLIM received $880,868 from Access. As of May 31, 2004, 16.4% of the Funds outstanding shares are owned by Merrill Lynch Community Development Corp., an affiliate of MLIM.



For the fiscal year ended May 31, 2004, the six basis point and two basis
point expense reimbursement caps referred to below have been replaced with and superceded by a 25 basis point expense reimbursement cap. To the extent that the Funds operating expenses in a given fiscal year are less than .25% of the
Funds monthly average net assets, the Fund will repay Access and MLIM for operating expenses previously borne or reimbursed by Access and MLIM (provided that in no circumstance will the Fund pay or reimburse more than 25 basis points of the
Funds monthly average assets for operating expenses and expense reimbursement collectively in any fiscal year). Total unreimbursed expenses as of May 31, 2004 amount to approximately $483,374. During the fiscal year ended May 31, 2003, the
Fund was charged for custody and portfolio accounting services and operating expenses. To the extent such expenses exceeded six basis points (0.06%) of the Funds monthly average net assets, they were reimbursed by Access and MLIM. During the
fiscal year ended May 31, 2003, the Fund was charged two basis points (0.02%) of the Funds total assets, including assets purchased with borrowed funds, to reimburse Access for unreimbursed expenses relating to the Fund paid by Access prior to
March 2001.



For certain issues purchased by the Fund, the
issuer may pay a 100 basis point (1%) structuring fee to the Fund. In the event that the Fund receives a structuring fee from an issuer, Access may charge the Fund an investment-structuring fee equal to 100 basis points (1%). For the fiscal year
ended May 31, 2004, the Fund received $0 in structuring fees from issuers and accordingly, the Fund paid Access $0 in structuring fees.



Access maintains a shareholder account for each investor in the Fund. Investors making a commitment to the Fund pay Access a one-time commitment fee of 25
basis points (0.25%) of the commitment. During the year ended May 31, 2004, Access received $313,625 in commitment fees, of which $138,000 was paid to FAM Distributors, Inc., an affiliate of MLIM.



(5) Capital Share Transactions



The Fund has authorized 100,000,000 shares of $.0000001 par value common
stock. Shares issued and outstanding during the



26



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##### Table of Contents

year ended May 31, 2004 increased by 11,839,884; 13,192,784 as a result of shares sold and 209,604 as a result of
dividend reinvestment and during the year ended May 31, 2003 increased by 5,796,410 as a result of shares sold and 259,639 as a result of dividend reinvestment. At May 31, 2004, there were 36,035,590 shares outstanding.



As described in the Funds Private Offering Memorandum (Offering
Memorandum), shareholders in the Fund may be offered the opportunity to participate in a quarterly repurchase program. In every quarter since inception, June 23, 1998, the Fund has offered shareholders the opportunity to participate in a
quarterly repurchase program. Four times each year shareholders receive a letter asking if they wish to redeem some or all of their Fund Shares. Investors withdrawing from the Fund (i.e., redeeming their Shares) will receive the then current net
asset value per Share and have transferred to their account maintained by Access the net proceeds from liquidation of their Shares in the Fund. Prior to June 1, 2003, Access would have charged redeeming shareholders a 1% withdrawal fee if the assets
were held in the account for less than three years, following which the assets remaining in their account would have been returned to the investor. The 1% withdrawal fee has not been charged on any redemptions occurring after June 1, 2003. During
the period June 1, 2003, through May 31, 2004, five shareholders opted to redeem a total of 1,562,504 Fund shares for total proceeds of $15,308,518. There were no redemptions in the fiscal year ended May 31, 2003. Further as described in the
Offering Memorandum, certain institutional investors (accredited investors) may periodically purchase shares of the Fund at its current net asset value per share. As stipulated by the Offering Memorandum, the Fund will terminate
operations, and all investors will be required to tender all Shares outstanding on December 31, 2032.



(6) Securities Transactions



Purchases, sales and paydowns of investment securities (excluding purchases, sales and maturities of short-term securities) were as follows for the fiscal year ended May 31, 2004:



|          |             |       |   |            |  |   |            
|--------- | ----------- | ----- | - | ---------- |  | - | -----------
|Purchases |             | Sales |   | Paydowns  
|$         | 262,455,982 |       | $ | 50,174,982 |  | $ | 113,831,829



The Fund had the
following reverse repurchase agreements outstanding at May 31, 2004:



|                  |            |              |                            |               |       |               |        
|----------------- | ---------- | ------------ | -------------------------- | ------------- | ----- | ------------- | -------
|Repurchase amount |            | Counterparty |                            | Interest rate |       | Maturity date
|$                 | 14,300,000 |              | Credit Suisse First Boston |               | 1.10% |               | 6/01/04
|$                 | 26,100,000 |              | Credit Suisse First Boston |               | 1.09% |               | 6/15/04
|$                 | 10,700,000 |              | Credit Suisse First Boston |               | 1.09% |               | 6/25/04



The average daily
balance, weighted average interest rate and maximum amount outstanding under these agreements for the fiscal year ended May 31, 2004 were as follows:



|                                  |  |                                |  |                          
|--------------------------------- |  | ------------------------------ |  | -------------------------
|Average daily balance outstanding |  | Weighted average interest rate |  | Maximumamount outstanding
|$64,989,589                       |  | 1.14%                          |  | $109,000,000             



(7) Distributions to Shareholders:



The tax character of distributions paid during the fiscal
years ended May 31, 2004 and May 31, 2003 was as follows:



|                            |  |           |            |           |   |           
|--------------------------- |  | --------- | ---------- | --------- | - | ----------
|                            |  | 5/31/2004 |            | 5/31/2003
|Distributions paid from:    |  |           |            |           |   |           
|Ordinary income             |  | $         | 15,535,125 |           | $ | 15,984,993
|Tax return of capital       |  |           | 63,830     |           |   |          
|                            |  |           |            |           |   |           
|Total taxable distributions |  | $         | 15,598,955 |           | $ | 15,984,993
|                            |  |           |            |           |   |           



27



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##### Table of Contents

As of May 31, 2004, the components of accumulated losses on a tax basis were as follows:



|                                            |  |   |             |    
|------------------------------------------- |  | - | ----------- | ---
|Undistributed ordinary loss  net           |  | $ | (1,310,503  | )  
|Undistributed long-term capital gains  net |  |   |            |    
|                                            |  |   |             |    
|Total undistributed losses  net            |  |   | (1,310,503  | )  
|Capital loss carryforward                   |  |   | (4,229,180  | )* 
|Unrealized losses  net                     |  |   | (7,625,339  | )**
|                                            |  |   |             |    
|Total accumulated losses  net              |  | $ | (13,165,022 | )  
|                                            |  |   |             |    

---

|* | On May 31, 2004, the Fund had a net capital loss carryforward of $4,229,180, of which $16,310 expires in 2007, $137,249 expires in 2008, $644,962 expires in 2009, $310,646 expires
in 2010, $1,093,937 expires in 2011, and $2,026,076 expires in 2012. This amount will be available to offset like amounts of any future taxable gains.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|** | The difference between book-basis and tax-basis net unrealized losses is attributable primarily to the tax deferral of losses on straddles, the realization for tax purposes of
unrealized gains (losses) on certain futures contracts and the deferral of post-October capital losses for tax purposes.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28



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##### Table of Contents

|ITEM 9. |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- |  | ------------------------------------------------------------------------------------



For the previous two fiscal years, Deloitte & Touche LLP has served as the Funds independent registered public accounting firm
(the auditor). Deloitte & Touche LLP continues to serve as the Funds auditor and the Fund has not had any disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement
disclosure, or scope of auditing procedures.



|ITEM 9A. |  | CONTROLS AND PROCEDURES
|-------- |  | -----------------------



Within the 90-day period prior to the filing of this report, the Funds management, including the Chief Executive Officer and principal financial officer, conducted
an evaluation of the effectiveness of the design and operation of the Funds disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and principal financial officer concluded that, as of the date of the
evaluation, the disclosure controls and procedures were effective in alerting them in a timely manner to material information required to be disclosed in the Funds periodic reports filed with the SEC. It should be noted that the design of any
system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how
remote. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date of the most recent evaluation.



29



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##### Table of Contents

PART III



ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



The Funds Board of Directors establishes and reviews policy for the management of the Fund. A majority of the members of the Board of Directors, as required by
Section 56(a) of the 1940 Act, are disinterested. The Board meets no less frequently than quarterly. The Board reviews and approves annually the contracts between the Fund, Access, and any other affiliates of Access. Management is responsible for
all day-to-day business decisions regarding operations of the Fund. Specifically, all decisions about buying and selling portfolio investments are Managements responsibility. The Board reviews and considers the allocation of actual investments
as compared to the allocation indicated by investors Designated Target Regions.



At May 31, 2004, the Funds Directors were:



|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name, Age and Offices with the Fund        |  | Principal Occupation During At Least Past Five Years andPublic Directorships as of March 1, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Stephen B. Swensrud, 70Director since 2001 |  | Chairman of Fernwood Advisors (investment adviser) since 1996; Principal of Fernwood Associates (financial consultant) since 1975; Chairman,
R.P.P. Corporation (manufacturing company), since 1978; Director, International Mobile Communications, Inc. (telecommunications company) since 1998.  In addition, Mr. Swensrud is a Director of 43 registered investment companies consisting of 61 portfolios advised by Merrill Lynch Investment Managers, L.P. or its
affiliates.                                                                                                                                                           
|                                           | 
|M. Colyer Crum, 72Director since 2001      |  | James R. Williston Professor of Investment Management Emeritus, Harvard Business School since 1996; James R. Williston Professor of Investment
Management, Harvard Business School, from 1971 to 1996; Director of Cambridge Bancorp.  In addition, Mr. Crum is a Director of 24 registered investment companies consisting of 37 portfolios advised by Merrill Lynch Investment Managers, L.P. or its affiliates.                                                                                                                                                                                                                           
|                                           | 
|Terry K. Glenn*, 63Director since 2001     |  | Chairman (Americas Region) of Merrill Lynch Investment Managers, L.P., from 2000 to 2002; Executive Vice President of Merrill Lynch Investment
Managers, L.P. and Fund Asset Management, L.P., from 1983 to 2000; Executive Vice President and Director of Princeton Services, Inc., from 1993 to 2002; President of FAM Distributors, Inc., from 1986 to 2002 and Director thereof from 1991 to 2002;
President of Princeton Administrators, L.P., from 1988 to 2002.  In addition,
Mr. Glenn is President of and a Director of substantially all investment companies advised by Merrill Lynch Investment Managers, L.P. or its affiliates.
|                                           | 
|Peter J. Blampied, 61Director since 1997   |  | President, Corcoran Management Company, a real estate firm, since 1998. Vice Chairman, Citizens Bank of Massachusetts, from 1993 to 1994.
Chairman, President & CEO Boston Five Bancorp, from 1989 to 1993.  In
addition Mr. Blampied is a Director of A.W. Perry, Inv. (1998-present) and Environmental Power Corp. (1998-present), and a Trustee of Northeast Investors Trust (2000-present).                                                                                                                                                                                                                                              
|                                           | 
|Ronald A. Homer*, 57Director since 1997    |  | CEO & Co-Managing Member, Access Capital Strategies LLC (the Manager) since 1997. President & CEO, Boston Bank of Commerce, from 1983 to
1996.  In addition, Mr. Homer is a Director of Sallie Mae
(GSE).                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                           | 
|Kevin J. Mulvaney, 56Director since 1997   |  | President, Strategic Advisors Group, a management-consulting firm, since 1997. Formerly President of DRI/McGraw Hill, from 1994 to 1997. Executive Vice President, Bank of Boston (prior to
1993).                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

|* | An interested Director.
|- | -------------------------



30



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##### Table of Contents

Audit Committee Financial Expert



The board of directors of the Fund has determined that Peter J. Blampied, M. Colyer Crum, Kevin J. Mulvaney, and Steven B. Swensrud are
audit committee financial experts as defined in Item 401(h) of Regulation S-K. Each audit committee financial expert is independent as that term is defined in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.



Officers



The officers of the Fund are elected by and serve at the pleasure of the Board of Directors of the Fund. At May 31, 2004,
the officers of the Fund were:



|                     |  |                        |  |                                                                         
|-------------------- |  | ---------------------- |  | ------------------------------------------------------------------------
|Name (Age)           |  | Position               |  | Other Affiliation                                                       
|Ronald A. Homer (57) |  | Chairman (since 1997)  |  | CEO & Co-Managing Member, Access Capital Strategies LLC                 
|                     |  |                       
|David F. Sand (47)   |  | CEO (since 1997)       |  | President & Co-Managing Member, Access Capital Strategies LLC           
|                     |  |                       
|Cliff Turbitt (41)   |  | Secretary (since 2003) |  | Vice President  Legal Advisory, Merrill Lynch Investment Managers, L.P.



The business
backgrounds not shown above of the Funds directors and officers are as follows:



|              |  |                                    |  |                    |  |                                              
|------------- |  | ---------------------------------- |  | ------------------ |  | ---------------------------------------------
|Name          |  | Employers (prior 5 years)          |  | Industry           |  | Job Description                              
|David F. Sand |  | Access Capital Strategies LLC      |  | Investment Adviser |  | President & Co-Managing Member (1997-present)
|              |  |                                    | 
|Cliff Turbitt |  | Merrill Lynch Invest Managers, LLC |  | Investment Manager |  | Vice President/Legal Advisory (2002-present) 
|              |  |                                    | 
|              |  | Dechert LLP                        |  | Legal              |  | Associate (1999-2002)                        



Code of Ethics



The Fund has adopted a code of ethics that applies to the funds principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code of ethics is available without charge upon request.



ITEM 11.    EXECUTIVE COMPENSATION



The Fund pays no compensation to its officers who are interested persons (as defined in the 1940 Act) of the Fund or to its directors who are officers, directors or employees of Access, MLIM or any affiliated person
(as defined in the 1940 Act) of Access or MLIM. The Funds disinterested directors received $2,000 per meeting. There were four in person meetings during the reporting period. Such directors also are reimbursed by the Fund for their expenses in
attending meetings of the Board or any committee thereof.



31



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##### Table of Contents

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Beneficial Owners:



At May 31, 2004, the following investors beneficially owned more than five percent of the Funds outstanding voting securities:



|               |  |                                                |  |                                            |  |                 
|-------------- |  | ---------------------------------------------- |  | ------------------------------------------ |  | ----------------
|Title of Class |  | Name and address of beneficial owner           |  | Amount and nature* of beneficial ownership |  | Percent of class
|               |  | Merrill Lynch Community Development Corp.      |  | 5,899,252.147                              |  | 16.4%           
|               |  |                                                | 
|               |  | Massachusetts Pension Reserve Investment Trust |  | 2,549,099.661                              |  | 7.1%            
|               |  |                                                | 
|               |  | Washington Mutual                              |  | 1,830,986.186                              |  | 5.1%            



Access, the manager of the Fund, owned
106.904 Fund Shares at May 31, 2004, representing less than 0.00% of the Funds outstanding Shares.



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The Fund may invest in securities guaranteed and issued by Fannie Mae. An affiliate of Fannie Mae is an investor in Access, the Funds manager. The Funds Directors have adopted policies and procedures to
govern the direct purchase of Fannie Mae mortgage-backed securities by the Fund from the Fannie Mae Customer Service Trading Desk.



At May 31, 2004, the Fund owned $265.5 million aggregate amount in Fannie Mae mortgage-backed securities, representing 67% of the total amount of mortgage-backed
securities held by the Fund and 77% of the Funds net assets.



ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES



During the fiscal year ended May 31, 2004, Deloitte & Touche LLP was employed principally to perform the annual audit and to render tax services. Fees paid to Deloitte & Touche LLP for each of the last two
fiscal years are listed in the following table.



|                   |  |      |        |      |   |       
|------------------ |  | ---- | ------ | ---- | - | ------
|                   |  | 2004 |        | 2003
|Audit fees         |  | $    | 45,000 |      | $ | 40,000
|Audit-related fees |  |      |       |      |   |      
|Tax fees           |  |      | 4,800  |      |   | 5,200 
|All other fees     |  |      |       |      |   |      
|                   |  |      |        |      |   |       
|                   |  | $    | 49,800 |      | $ | 45,200



32



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##### Table of Contents

The funds audit committee pre-approves all audit and non-audit services to be performed by the auditor. It has
policies and procedures in place to ensure that the Fund is in compliance with the requirements for pre-approval set forth in the Sarbanes-Oxley Act of 2002 and the SEC rules regarding auditor independence. These policies and procedures provide a
mechanism by which management can request and secure pre-approval of audit and non-audit services in an orderly manner with minimal disruption to normal business operations. The policies and procedures are detailed as to the particular service and
do not delegate the committees responsibility to management. They address any service provided by the auditor, and any audit or audit-related services to be provided by any other audit service provider. The pre-approval process includes an
annual and interim component. There were no fees approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.



PART IV



ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



(a)(1) The following financial statements are included in the Funds Annual Reports on Form 10-K for the fiscal year ended May 31, 2004.



Statement of Assets and Liabilities as of May 31, 2004.



Statement of Operations for the fiscal year ended May 31, 2004.



Statement of Changes in Net Assets for the fiscal year ended May 31, 2004 and the fiscal year
ended May 31, 2003.



Statement of Cash Flows for the Fiscal Year ended May 31,
2004.



Financial Highlights



Notes to Financial Statements



Report of Independent Registered Public Accounting Firm



(a)(2) All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission
are omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements and related notes thereto.



(a)(3) The following exhibits are included as part of this Form 10-K.



|            |  |                                                                                                                                                                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit                                                                                                                                                                                                                           
|(a)(1)      |  | N/A                                                                                                                                                                                                                               
|            | 
|(2)         |  | None                                                                                                                                                                                                                              
|            | 
|(3)         |  | (i) Articles of Incorporation are incorporated by reference to the Funds Form 10-Q for the period ended August 31, 1998. (ii) By-Laws are incorporated by reference to the Funds Form 10-Q for the period ended August 31, 1998.
|            | 
|(4)         |  | N/A                                                                                                                                                                                                                               
|            | 
|(5)         |  | N/A                                                                                                                                                                                                                               
|            | 
|(8)         |  | N/A                                                                                                                                                                                                                               



33



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##### Table of Contents

|            |  |                                                                                                                                                                    
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(9)         |  | None                                                                                                                                                               
|(10)        |  | (i) Private Offering Memorandum dated February 18, 1998, revised as of June 1, 2003, is incorporated by reference to the Funds Form 10-K filed on August 29, 2003.
|            |  | (iii)(A) Management Agreement is incorporated by reference to the Funds Form 10-Q for the period ended August 31, 1998.                                           
|            |  | (B) Amendment to the Management Agreement dated as of May 23, 2003 is incorporated by reference to the Funds Form 10-K filed on August 29, 2003.                  
|(11)        |  | N/A                                                                                                                                                                
|(12)        |  | N/A                                                                                                                                                                
|(13)        |  | N/A                                                                                                                                                                
|(15)        |  | N/A                                                                                                                                                                
|(16)        |  | None                                                                                                                                                               
|(17)        |  | N/A                                                                                                                                                                
|(18)        |  | N/A                                                                                                                                                                
|(19)        |  | N/A                                                                                                                                                                
|(20)        |  | N/A                                                                                                                                                                
|(21)        |  | None                                                                                                                                                               
|(22)        |  | N/A                                                                                                                                                                
|(23)        |  | N/A                                                                                                                                                                
|(24)        |  | Powers of Attorney incorporated by reference to the Funds Form 10-K for the fiscal year ended May 31, 2002 filed on August 29, 2002.                              
|(25)        |  | N/A                                                                                                                                                                
|(26)        |  | N/A                                                                                                                                                                
|(27)        |  | [Reserved]                                                                                                                                                         
|(28)        |  | [Reserved]                                                                                                                                                         
|(29)        |  | [Reserved]                                                                                                                                                         
|(30)        |  | [Reserved]                                                                                                                                                         
|(31)        |  | Certifications required by the Sarbanes-Oxley Act of 2002. Filed herein.                                                                                           
|(32)        |  | Certifications required by the Sarbanes-Oxley Act of 2002. Filed herein.                                                                                           
|(33) - (98) |  | [Reserved]                                                                                                                                                         
|(99)        |  | N/A                                                                                                                                                                



(b) Reports on Form
8-K    None.



34



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##### Table of Contents

SIGNATURES



Pursuant to the requirements of
Section 13 or 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, thereunto duly authorized.



Access Capital Strategies Community

Investment Fund, Inc.



|                      |  |                                                                       
|--------------------- |  | ----------------------------------------------------------------------
|Date: August 13, 2004 |  | /s/    Ronald A. Homer*                                               
|                      |  | Ronald A. Homer, Chairman                                             
|                      | 
|Date: August 13, 2004 |  | /s/    Kevin J. Mulvaney*                                             
|                      |  | Kevin J. Mulvaney, Director                                           
|                      | 
|Date: August 13, 2004 |  | /s/    Peter J. Blampied*                                             
|                      |  | Peter J. Blampied, Director                                           
|                      | 
|Date: August 13, 2004 |  | /s/    M. Colyer Crum*                                                
|                      |  | M. Colyer Crum, Director                                              
|                      | 
|Date: August 13, 2004 |  | /s/    Terry K. Glenn*                                                
|                      |  | Terry K. Glenn, Director                                              
|                      | 
|Date: August 13, 2004 |  | /s/    Stephen B. Swensrud*                                           
|                      |  | Stephen B. Swensrud, Director                                         
|                      | 
|Date: August 13, 2004 |  | /s/    David F. Sand*                                                 
|                      |  | David F. Sand, Chief Executive Officer and Principal Financial Officer

---

|* | Executed on behalf of the indicated person by the undersigned, pursuant to power of attorney.
|- | ---------------------------------------------------------------------------------------------



|    |  |                    
|--- |  | -------------------
|By: |  | /s/ Martin Lybecker
|    |  | Martin Lybecker    
|    |  | Attorney-In-Fact   



35