PRUDENTIAL INSTITUTIONAL FUND, 497J, 1994-01-21

PRUDENTIAL INSTITUTIONAL FUND
497J, 1994-01-21

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                                        January 20, 1994



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

     Re:  The Prudential Institutional Fund
          (File No. 33-48066)              

Ladies and Gentlemen:

     Pursuant to subparagraph (j) of Rule 497 under the Securities Act of
1933 (the "1933 Act"), the Fund hereby certifies (i) that its Prospectus
and Statement of Additional Information that would have been filed
pursuant to Rule 497(c) would not have differed from the Prospectus and
Statement of Additional Information contained in Post-Effective Amendment
No. 3 and (ii) that the text of Post-Effective Amendment No. 3 was filed
electronically on January 19, 1994. 


                                        The Prudential Institutional Fund





                                        By:_______________________________
                                             Domenick Pugliese
                                             Assistant Secretary


DP/jng







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