DECHERT PRICE & RHOADS
1500 K STREET, N.W. SUITE 500
WASHINGTON, D.C. 20005
(202) 626-3300
May 3, 1996
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MainStay Institutional Funds Inc.
File Nos. 33-36962 and 811-6175
Dear Sir/Madam:
On behalf of MainStay Institutional Funds Inc., a registered,
management investment company (the "Company"), pursuant to Rule 497(j) under the
Securities Act of 1933 we hereby certify that the form of prospectus and
Statement of Additional Information that would have been filed under Rule 497(c)
does not differ from that contained in the Company's most recent Post-Effective
Amendment (filed April 29, 1996), the text of which was filed electronically.
Sincerely,
/s/ Jeffrey L. Steele
JLS/jlg(bcf)