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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) February 28, 1997

                         Access Financial Services Corp.
             (Exact name of registrant as specified in its charter)

          Delaware                     333-07837                 41-1768416
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(State or Other Jurisdiction       (Commission File           (I.R.S. Employer 
     of Incorporation)                  Number)              Identification No.)

     400 Highway 169 South, Suite 400
        St. Louis Park, Minnesota                                  55426
 (Address of Principal Executive Offices)                        (Zip Code)

        Registrant's telephone number, including area code (612) 542-6500

                                    No Change
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          (Former name or former address, if changed since last report)

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Item 5. Other Events

Filing of Opinion of Dewey Ballantine with respect
to Certain Tax Matters
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     Access Financial Lending Corp. (the "Registrant")  registered  issuances of
up to $1,500,000,000 principal amount of Mortgage Loan Pass-Through Certificates
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  as  amended  (the  "Act"),  by a  Registration  Statement  on Form S-3
(Registration  File No. 333-07837) (the "Registration  Statement").  Pursuant to
the Registration  Statement,  Access  Financial  Mortgage Loan Trust 1996-4 (the
"Trust") is issuing its Mortgage Loan Pass-Through  Certificates,  Series 1997-1
(the "Certificates"). This Current Report on Form 8-K is being filed to disclose
the opinion of Dewey Ballantine,  New York, New York, in connection with certain
tax  matters  related  to the  creation  of the  Trust and the  issuance  of the
Certificates.

     The following is filed herewith.  The exhibit number  corresponds with Item
601(b) of Regulation S-K.


Exhibit No.          Description
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8.1                  Opinion of Dewey Ballantine dated February 28, 1997 
                     concerning tax matters.

                                       2



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


         ACCESS FINANCIAL LENDING CORP.
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             as the Registrant and on behalf of Access 
             Financial Mortgage Loan Trust 1997-1



         By:  /s/ Dan J. Cheever
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             Name:   Dan J. Cheever
             Title:  Chief Financial Officer and Secretary


Dated:   February 28, 1997




                                  Exhibit Index

                             Description of Exhibit


Exhibit No.         Description
- -----------         -----------

8.1                 Opinion of Dewey Ballantine dated February 28, 1997 
                    concerning tax matters.