24F-2NT

            U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 24f-2
    Annual Notice of Securities Sold Pursuant to Rule 24f-2

    Read Instructions at end of Form before preparing Form.
                     Please print or type.


1.   Name and address of issuer:
          The Brinson Funds
          209 South LaSalle Street
          Chicago, IL 60604-1295



2.   Name of each series or class of funds for which this notice is filed:
               Series                   Classes of Shares
               Global Fund              Brinson & SwissKey
               Global Equity Fund       Brinson & SwissKey
               Global Bond Fund         Brinson & SwissKey
               U.S. Balanced Fund       Brinson & SwissKey
               U.S. Equity Fund         Brinson & SwissKey
               U.S. Bond Fund           Brinson & SwissKey
               Non-U.S. Equity Fund     Brinson & SwissKey



3.   Investment Company Act File Number:     811-6637     

     Securities Act File Number:             33-47287     



4.   Last day of fiscal year for which this notice is filed:

                         June 30, 1996 



5.   Check box if this notice is being filed more than 180 days after the close
     of the issuer's fiscal year for purposes of reporting securities sold
     after the close of the fiscal year but before termination of the
     issuers's 24f-2 declaration:

                                                       [  ]

6.   Date of termination of issuer's declaration under rule 24f-2(a)(1), if 
     applicable
     (see Instruction A.6):

               Not Applicable
                                


7.   Number and amount of securities of the same class or series which had been
     registered under the Securities Act of 1933 other than pursuant to rule 
     24f-2 in a prior fiscal year, but which remained unsold at the beginning 
     of the fiscal year:          0
   



8.   Number and amount of securities registered during the fiscal year other
     than pursuant to rule 24f-2:
  
      48,715,305  shares of beneficial interest were registered for an 
      aggregate price of $ 580,000,000 



9.   Number and aggregate sale price of securities sold during the fiscal year:
     41,944,933  shares of beneficial interest were sold for an aggregate 
     price of $ 481,793,135  



10.  Number and aggregate sale price of securities sold during the fiscal year 
     in reliance upon registration pursuant to rule 24f-2:

      17,348,804  shares of beneficial interest were sold for an aggregate 
      price of $195,561,823 



11.  Number and aggregate sale price of securities issued during the fiscal 
     year in connection with dividend reinvestment plans, if applicable 
     (see Instruction B.7):

               Not Applicable




12.  Calculation of Registration Fee:

      (i) Aggregate sale price of securities sold
          during the fiscal year in reliance on
          rule 24f-2 (from Item 10):                    $ 195,561,823 

     (ii) Aggregate price of shares issued
          in connection with dividend reinvestment plans
          (from Item 11, if applicable):                +      0      

    (iii) Aggregate price of shares redeemed
          or repurchased during the fiscal year
          (if applicable):                               - 195,561,823  

     (iv) Aggregate price of shares redeemed
          or repurchased and previously applied as a reduction
          to filing fees pursuant to rule 24e-2
          (if applicable):                               +      0       

      (v) Net aggregate price of securities sold and issued
          during the fiscal year in reliance on rule 24f-2
          [line(i), plus line (ii), less line (iii), 
          plus line (iv)] (if applicable):                       0      

     (vi) Multiplier prescribed by Section 6(b) of the 
          Securities Act of 1933 or other applicable 
          law or regulation (see Instruction C.6):       x  1/2900      

    (vii) Fee due
          [line (i) or line (v) multiplied by line (vi)]: $   0         

INSTRUCTION:   Issuers should complete lines (ii), (iii), (iv), and (v) only 
               if the Form is being filed within 60 days after the close of 
               the issuer's fiscal year.  See Instruction C.3.



13.  Check box if fees are being remitted to the Commission's lockbox 
     Depository as described in section 3a of the Commission's Rules of 
     Informal and Other Procedures(17 CFR 202.3a):

                                                       [ ]

     Date of mailing or wire transfer of filing fees to the Commission's 
     lockbox depository:

               , 1996



                           SIGNATURES

This report has been signed below by the following persons on behalf of the 
issuer and in the capacities and on the dates indicated.


By (Signature and Title)*       Debra L. Nichols  

                                Assistant Secretary              

Date    August      28 , 1996


     * Please print the name and title of the signing officer below the 
     signature.

EX-5

Stradley Ronon Stevens & Young, LLP 
Attorneys at Law 
2600 One Commerce Square 
Philadelphia, PA 19103-7098 
(215) 564-8000 
Fax: (215) 564-8047 
 
Direct Dial: (215) 564-8115 
 
 
August 27, 1996 
 
 
The Brinson Funds 
209 South LaSalle Street 
Chicago, IL  60604-1295 
 
 
Gentlemen: 
 
          You have informed us that, in accordance with Rule 24f-2 under 
the Investment Company Act of 1940, as amended, (the "1940 Act"), The 
Brinson Funds, a Delaware business trust (the "Trust"), intends to file a 
Rule 24f-2 Notice with the U.S. Securities and Exchange Commission (the 
"SEC"), setting forth, among other things, that during the period beginning 
July 1, 1995 and ending June 30, 1996, the Trust's most recently ended 
fiscal year, the Trust, having elected to register an indefinite number of 
shares of beneficial interest, sold a total of 17,348,804 shares in 
reliance upon Rule 24f-2. 
 
          The purpose of filing the Trust's Rule 24f-2 Notice is to make 
definite the number of shares of beneficial interest registered under the 
Securities Act of 1933 (the "1933 Act") for such period.  You have also 
informed us that all such shares were issued and sold in accordance with 
the provisions relating thereto in the registration statement filed by the 
Trust under the 1933 Act and the 1940 Act. 
 
          We have acted as legal counsel to the Trust during the period 
of time referred to above and, as such, have reviewed the Agreement and 
Declaration of Trust of the Trust, its Bylaws, the registration statements  
that have been filed with the SEC under the 1940 and 1933 Acts, and such  
minutes of the Trust's proceedingsand other documents as we deem material to  
our opinion.  Based on the foregoing, we are of the opinion that the shares 
described in the first paragraph of this letter as having been sold during  
the period beginning July 1, 1995 and ending June 30, 1996 in reliance upon  
Rule 24f-2 were fully-paid, non-assessable and legally issued shares of  
beneficial interest of the Trust. 
 
          We hereby consent to the filing of this opinion with the SEC as 
an exhibit or accompaniment to the aforementioned Rule 24f-2 Notice, as an 
exhibit to the Trust's amendment to its registration statement under the 
1933 Act, and to any reference to us in the prospectuses of each Series of 
the Trust as legal counsel who have passed upon the legality of the 
offering of such shares of beneficial interest.  We also consent to the 
filing of this opinion with the securities regulatory agencies of any 
states or other jurisdictions in which the shares of beneficial interest of 
the Trust are offered for sale. 
 
               Very truly yours, 
 
               STRADLEY, RONON, STEVENS & YOUNG, LLP 
 
 
 
BY: _______________________ 
     Bruce G. Leto 
 
BGL/jas