SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>accessonetrustcommentletter.txt
<DESCRIPTION>ACCESS ONE COMMENT LETTER
<TEXT>

      October 19, 2004

VIA U.S. MAIL AND FACSIMILE

Alyssa Albertelli, Esq.
Ropes & Gray LLP
700 12th Street, NW, Suite 900
Washington, D.C.  20005

				Re:	Access One Trust ("Registrant" or "Fund")
					(File numbers 333-119022; 811-21634)

Dear Ms. Albertelli:

      This office has received the registration statement on Form
N-
1A, filed on September 15, 2004, for the above referenced
Registrant.
The registration statement seeks to register shares of the
Registrant
with respect to four series of the Registrant.

	Our comments regarding the registration statement are stated
below.  For your convenience, we have generally organized our
comments in accordance with the headings appearing within the
registration statement.  All comments, however, should be
considered
as being applicable to similar disclosure found elsewhere in the
registration statement.

	The Office of Insurance Products is currently reviewing the
prospectus for the Access Three Fund.  Any comments that Office
has
will be sent under separate cover.

Prospectus

1.	Please disclose that there may be certain investment
limitations
the Fund is subject to in the sentence (on page 3) which states
"The
Access One Fund may invest in each type of instrument without
limitation."

2.	Please supplementally inform the staff whether the phrase
"provide investment results that correspond to the high yield bond
market" would be more appropriate in the Investment Objective.  If
so, the phrase should be moved to the Investment Objective.  Also,
please clarify to the staff the use of the term "provide exposure"
in
the Investment Objective.

3.	Please clarify who determines, in the case of unrated debt
securities, what is "comparable quality."

4.	Please clarify whether you are referring to ETFs investing
primarily in junk bonds in the phrase, "...[T]he Fund may invest
in
other instruments that provide exposure to the high yield bond
market, including exchange-traded funds ("ETFs")...".

5.	Clarify the reference to "other debt instruments" in the
section
labeled "Principal Investment Strategies."

6.	Please disclose what is meant by the term "maintaining
reasonable liquidity" in the investment objectives for Access One
Fund, Access Two Fund, and Access Three Fund.  Please expand the
discussion to include any applicable liquidity requirements.

7.	Please supplementally explain to the staff the principal
differences between Access One Fund, Access Two Fund and the
Access
Three Fund since the investment objectives and investment
strategies
appear identical.

8.	Please provide the lowest eligible rating the Funds will
permit
as investments.

9.	When referencing "preferred securities," please inform the
staff
whether they will be confined to convertible preferred securities.

10.	In the Access Money Market Fund prospectus, please clarify
whether it should state that the Fund "will" versus "may" invest
more
than 25% of its total assets in the financial services industry.
(This comment is repeated for the section titled "Financial
Services
Industry Concentration Risk.")  In the following sentence, you
reference "other instruments, as described in the Statement of
Additional Information."  Please describe those instruments in the
Prospectus.

11.	In the Access Money Market Fund prospectus, please move the
section labeled "Master-Feeder Structure" back earlier when
describing the Fund.

12.	In the section titled "Shareholder Information," please
supplementally clarify to the staff this statement:  "In the event
that the Access One Fund ceases offering its shares, any
investments
allocated to the Fund may, subject to any necessary regulatory
approvals, be invested in another series of the Access Trust
deemed
appropriate by the Board of Trustees."

Principal Risk Factors

13.	Provide a risk factor (for each of the four series)
addressing
the risks associated with the Funds` lack of operating history.

14.	In the "High Yield Risk" section please supplementally
explain
to the staff why the word "may" instead of "will" is used in the
first two sentences.

15.	Please supplementally inform the staff whether the techniques
discussed in the section labeled "Aggressive Investment Techniques
Risk" should be described in the "Principal Investment Strategies"
section.

16.	Please clarify that investments in high yield debt
instruments
"will" versus "may" involve greater levels of greater interest
rate,
etc.  Also, clarify that such debt instruments "will" versus "may"
be
sensitive to economic changes, etc.

17.	In the section titled "Foreign Investment Risk," please
clarify
whether there will be a cap on foreign investments.  Also, it
should
be mentioned, in the "Principal Investment Strategies" section,
that
the Fund will invest in foreign securities.

18.	In the section titled "Non-diversification Risk," please
change
the term "has the ability to" to "will."  Also, please inform the
staff if the Advisor determines "that doing so" is not the most
efficient means of achieving the investment objective, would that
result in the Fund becoming diversified.

19.	Please mention the strategies in the "Turnover Risk," in the
"Principal Investment Strategies" section."  Also, in the
"Turnover
Risk" section please supplementally inform the staff whether "an
active trading or tactical asset allocation strategy" means the
investors are market timers.

20.	Please disclose how the Fund intends to meet the liquidity
requirements of an open-end fund.

21.	Please explain, in Plain English, what is meant by "round
trip"
purchases per year on page 16 or the first time the term appears.

22.	Also on page 16, you state the Trust may "reject or cancel"
any
purchase orders.  Please supplementally inform the staff the basis
for using the term "cancel."

23.	Please clarify what notice, if any, is given for the exchange
privilege being modified or discontinued at any time.

24.	In the section titled "Transaction Cut-Off Times," you state
the
wires received after the cut-off time will "generally" be
rejected.
Please clarify when they will not be rejected.  In the same
section,
please clarify the pricing and the status of orders received
between
noon and 4:00 p.m.

25.	We note that the exercise of fair valuation under the 1940
Act
does not contemplate tolerances for inaccuracies in valuation,
which
must be in good faith.  In the sections labeled "Valuation Risk,"
please amend or delete the phrase "it may be difficult for the
Fund
to accurately assign a daily value to such securities."

26.	In the section titled "Additional Information Regarding
Investment Strategies and Risks," please clarify which strategies
are
principal and which are not.

27.	The section titled "Additional Information Regarding
Investment
Strategies and Risks" should follow the fee table for the Access
Money Market Fund.

28.       In the section titled "Calculating Share Prices," please
define the term "good order."  In the same section, please delete
or
explain the use of the term "normally."

29.	Please explain the basis for only excluding Columbus Day and
Veterans` Day from the days NYSE is open.

30.	Please review and rewrite the sections titled "NYSE Holiday
Schedule" and "Bond Market Association`s Proposed Early Close
Schedule."  These sections contain several inaccuracies.  Also,
please ensure that the disclosure complies with section 22(e) of
the
1940 Act.

31.	The section labeled "Distribution and Service (12b-1) Fees"
should be moved to the disclosure section regarding sales charges.
In this section, please indicate that the 1.00% compensation is
broken down to .75% for distribution and .25% for services.  Also,
please describe the "services" contemplated.

32.	In the section labeled "Frequent Purchases and Redemptions of
Fund Shares," please clarify what is meant by the Distributor or
the
transfer agent reserves the right "to close" transactions.

Fees and Expenses

33.	Please note that fee waivers or expense reimbursements that
are
not contractually imposed may be disclosed only in a footnote to
the
fee table.  The language following the item titled "Wire
Redemption
Fee," should be moved to a footnote.  Clarify under what
circumstances the wire redemption fee will be waived.  Also,
clarify
whether the Adviser reimburses the Fund for these expenses.

34.	In the fee table of the Access Money Market Fund, please
clarify
footnote 1 which references a 1.00% contingent deferred sales
charge,
given that the fee table lists the Maximum Sales Charge as "None."

35.	Please disclose any fees or expenses that are charged by
intermediaries.

36.	In the subsection titled "Illiquid Securities Risk," please
identify the types of investments that the Fund will include in
its
15% policy on investments in illiquid securities.  (For example,
disclose whether the investments will be in non-exchange traded
funds, non-publicly distributed hedge funds, etc.).  Also, please
expand the discussion to include the Fund`s compliance with
liquidity
requirements.

37.	Please inform the staff whether each series` prospectus will
include a "Shareholder Services Guide."

38.	Please explain in the section labeled "Signature Guarantees"
what is meant by the process for guaranteeing a signature provided
by
a "STAMP 2000 Medallion guarantor."

Statement of Additional Information

39.	The format for the Statements of Additional Information is
confusing, partly because there are four series presented.  You
should make it clear which information contained in the Statement
of
Additional Information applies to which Fund(s).

40.	Please include a discussion regarding board approval of the
investment advisory agreement in order to comply with Item 13 (b)
(10) of Form N-1A.  Specifically, discuss the material factors and
conclusions with respect to the board`s approval of the investment
advisory contract.

41.	Please clarify which of the four series` Statements of
Additional Information will contain an Appendix A.

42.	In the Shareholder Services Guide, please clarify whether
wires
received after the cut-off time will or will not be rejected.
Also,
please clarify whether amounts of less than $1,000 will not be
redeemable.

43.	Please clarify where the Fund`s lending policy is located.
Also, please indicate whether there is a discussion of reverse
repurchase agreements (discussed in the SAI`s non-fundamental
investment restrictions) in the prospectus.

44.	Please clarify that the Fund may not invest more than 15% of
its
"net" versus "total" assets in illiquid securities.  Also, please
clarify the restriction for the Access Money Market Fund.

45.	Please clarify that concentration is interpreted to be
investing
in more than 25% or more of total assets, not net assets.

General Comments

46.	We note that portions of the filing are incomplete.  We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on financial statements
and exhibits added in any pre-effective amendments.

47.	Please advise us if you have submitted or expect to submit an
exemptive application or no-action request in connection with the
registration statement.

48.	Response to this letter should be in the form of a pre-
effective
amendment filed pursuant to Rule 472 under the Securities Act.
Where
no change will be made in the filing in response to a comment,
please
indicate this fact in a supplemental letter and briefly state the
basis for your position.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

	Please respond to this letter by filing a pre-effective
amendment pursuant to Rule 472 under the Securities Act of 1933.
Please respond to all comments.  Where no changes will be made in
the
filing in response to a comment, please inform us in a
supplemental
letter and state the basis for your position.

	If you have any questions prior to filing a pre-effective
amendment, please call me at (202) 942-0520.

							Sincerely,

Valerie J. Lithotomos
Senior Counsel

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