LANDMARK INSTITUTIONAL FUNDS I
24F-2NT, 1999-03-17
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                       UNITED STATES                      OMB APPROVAL
            SECURITIES AND EXCHANGE COMMISSION       OMB Number:  3235-0456
                  Washington, D.C. 20549             Expires:  August 31, 2000
                                                     Estimated average burden
                                                     hours per response.......1

                         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.

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     1.   Name and address of issuer:

                                    Landmark VIP Funds
                                    21 Milk St., 5th Floor
                                    Boston, MA  02109

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     2.   The name of each series or class of securities for which this Form is
          filed (If the Form is being filed for all series and classes of
          securities of the issuer, check the box but do not list series or
          classes):             [X]




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     3.   Investment Company Act File Number: 811-6401


     Securities Act File Number:  33-55050



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     4(a). Last day of fiscal year for which this Form is filed: December 31, 
           1998



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     4(b). [ ] Check box if this Form is being filed late (i.e., more than
          90 calendar days after the end of the issuer's fiscal year). (See
          Instruction A.2) 
                                      N/A


     Note:  If the Form is being filed late, interest must be paid on the 
            registration fee due.



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     4(c). [ ] Check box if this is the last time the issuer will be filing
          this Form.



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<PAGE>

<TABLE>
<CAPTION>
     <S>                                                                    <C>                <C>          <C>

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     5.   Calculation of registration fee: 
         (i.) Aggregate sale price of securities sold during the 
         fiscal year pursuant to section 24(f):                                                $0

         (ii.) Aggregate price of securities redeemed or
               repurchased during the fiscal year:                          $0

         (iii.) Aggregate price of securities redeemed or
               repurchased during any prior fiscal year ending no
               earlier than October 11, 1995 that were not
               previously used to reduce registration fees payable
               to the Commission:                                           $11,611,974.47

         (iv.) Total available redemption credits [add items 5(ii) and 5(iii)]:                $11,611,974.47

         (v.)  Net Sales - if item 5(i) is greater than Item 5(iv)                             $0
               [subtract item 5(iv) from item 5(i)]:

         (vi.) Redemption credits available for use in future years         $11,611,974.47
               - If item 5(i) is less than item 5(iv) [subtract Item 
               5(iv) from Item 5(i)]:

         (vii.) Multiplier for determining registration fee (See
                Instruction C.9):                                                              x.000278

         (viii.) Registration fee due [multiply Item 5(v) by Item
                 5(vii)] (enter "0" if no fee is due):                                                      =$0



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     6.   Prepaid Shares

          If the response to item 5(i) was determined by deducting an amount of
          securities that were registered under the Securities Act of 1933
          pursuant to rule 24e-2 as in effect before October 11, 1997, then
          report the amount of securities (number of shares or other units)
          deducted here: 0. If there is a number of shares or other units that
          were registered pursuant to rule 24e-2 remaining unsold at the end of
          the fiscal year for which this form is filed that are available for
          use by the issuer in future fiscal years, then state that number
          here: 0.

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     7.   Interest due - if this Form is being filed more than 90 days after
          the end of the issuer's fiscal year (see instruction D):

                                                                                                            +$0

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     8.   Total of the amount of the registration fee due plus any interest due
          [line 5(viii) plus line 7]:

                                                                                                            =$0


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     9.   Date the registration fee and any interest payment was sent to the
          Commission's lockbox depository

             Method of Delivery:

                               [  ]  Wire Transfer        N/A

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</TABLE>

<PAGE>


                                   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) /s/ John R. Elder   
                         ----------------------------
                         John R. Elder, Treasurer

Date  3/17/99    
          Please print the name and title of the signing officer below the
          signature.





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