Independent Auditors' Report

Stockholders and Board of Directors:

     We have audited the accompanying balance sheets of
ACCESS  Corporation as of April 30, 1996 and 1995,  and 
the related  statements of operations, of capital stock and
other  stockholders' equity and of cash flows  for each  of
the three years in the period ended April  30, 1996.
These financial statements are the responsibility of the 
Company's  management. Our responsibility is to express an 
opinion on the financial statements based on our audits.

       We  conducted  our  audits  in  accordance  with
generally accepted auditing standards.  Those standards
require  that we plan and perform the audit  to  obtain
reasonable   assurance  about  whether  the   financial
statements are free of material misstatement.  An audit
includes   examining,   on  a  test   basis,   evidence
supporting the amounts and disclosures in the financial
statements.   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 referred to
above present fairly, in all material respects, the
financial  position of ACCESS Corporation as  of  April 30,
1996  and 1995, and the results of its  operations and  its
cash flows for each of the three years in  the period  ended
April  30,  1996,  in  conformity   with generally accepted
accounting principles.




Deloitte & Touche LLP
Cincinnati, Ohio
May 24, 1996