RESERVE INSTITUTIONAL TRUST
24F-2NT, 1995-07-17
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                         [THE RESERVE FUND LETTERHEAD]



                                                                   July  7, 1995




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Attn: Public Filing Room

Re:      Rule 24f-2 Notice of Reserve Institutional Trust
         Registration Statement File Number 2-70831    

Ladies and Gentlemen:

         This notice is filed by Reserve Institutional Trust ("the Registrant")
pursuant to Rule 24f-2(b)(1) under the Investment Company Act of 1940 (the
"Act"), in order to make definite the registration of its shares of beneficial
interest sold during its fiscal year ended May 31, 1995 ("the 1995 Fiscal
Year").  Rule 24f-2-(b)(1) under the Act requires that the following
information be submitted:


(i)      This notice is filed for the Registrant's 1995 Fiscal Year;

(ii)     Registrant had no securities which had been registered other than
         pursuant to Rule 24f-2 under the Act remaining unsold at the beginning
         of its 1995 Fiscal Year;

(iii)    Registrant did not register any of its securities during its 1995
         Fiscal Year, other pursuant to Rule 24f-2 under the Act;

(iv)     Registrant sold 0 shares during its 1995 Fiscal Year;** and

(v)      Registrant sold 0 shares during its 1995 Fiscal Year in reliance upon
         registration pursuant to Rule 24f-2 under the Act.

- --------------------------------------------------------------------------------

**The actual aggregate sales price for shares of Registrant sold during the
1995 Fiscal year was $0; the actual aggregate sales price for shares of
Registrant redeemed was $198,722,640.  Registrant's aggregate redemptions
exceeded its aggregate sales by $198,772,640 ($198,722,640 minus $0).
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Securities and Exchange Commission
Rule 24f-2 Notice for Reserve Institutional Trust
File No. 2-70831
Page Two
July 7, 1995




         The filing fee imposed by Rule 24f-2(c) under the Act and Section 6(b)
under the Securities Act of 1933, is 1/29 of one percent of the net sales price
but in no event less than $100.  Enclosed is a certified check in the amount of
$100 in payment of the prescribed filing fee.


                                                 Sincerely,
                                                 
                                                 Reserve Institutional Trust
                                                 
                                                 
                                                 
                                                 By /s/ MARC C. COZZOLINO       
                                                    ----------------------------
                                                        Marc C. Cozzolino
                                                        Counsel and Secretary
                                                 
                                                 

Enclosures

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                                EXHIBIT INDEX
                                -------------




                      Exhibit 99.5   Opinion of Counsel

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                         [THE RESERVE FUND LETTERHEAD]



                                                                   July  7, 1995



Board of Trustees
Reserve Institutional Trust
810 Seventh Avenue
New York, NY  10019

Ladies and Gentlemen:

         Reserve Institutional Trust (the "Trust"), a Massachusetts business
trust created under a written declaration of trust dated July 16, 1986,
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions  of Rule 24f-2 under the Investment Company Act of 1940, a notice
making definite the registration of 0 shares of the Trust (the "Shares") sold
in reliance upon Rule 24f-2 during the Trust's fiscal year ended May 31, 1995.

         As counsel to the investment adviser of the Trust, I have made such
investigations and have examined and relied upon the originals or copies,
certified or otherwise identified to my satisfaction, of such records,
instruments, certificates, memoranda and other documents as I have deemed
necessary or advisable for purposes of this opinion.

         Based upon and subject to the foregoing, it is my opinion that the
Shares, the registration under the Securities Act of 1933 of which the notice
referred to above makes definite in number, were legally issued, fully paid and
nonassessable.  For purposes of this letter, I express no opinion as to
compliance with the Securities Act of 1933, as amended.

         I consent to your filing this opinion as an exhibit to the notice
referred to above.


                                                  Very truly yours,
                                                  
                                                  
                                                  /s/ MARC C. COZZOLINO       
                                                  ----------------------------
                                                  Marc C. Cozzolino
                                                  Counsel and Secretary



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