LANDMARK INSTITUTIONAL TRUST
24F-2NT, 1997-11-19
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                                 UNITED STATES
                       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:

                              Landmark Institutional Trust
                              6 St. James Avenue
                              Boston, MA 02116


     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): [ ]

              Landmark Institutional U.S. Treasury Reserves


     3. Investment Company Act File Number: 811-6740

        Securities Act File Number:  33-49554


     4 (a).  Last day of fiscal year for which this Form is filed: August 31,
1997


     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.


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

                                    N/A


<PAGE>


<TABLE>

      <S>                                                                  <C>             <C>
      5. Calculation of registration fee:
      (i.)   Aggregate sale price of securities sold during the
             fiscal year pursuant to section 24(f):                                        $1,032,117,649

      (ii.)  Aggregate price of securities redeemed or
             repurchased during the fiscal year:                           $939,162,365

      (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:                                                 $ -----

      (iv.)  Total available redemption credits
             [add items 5(ii) and 5(iii)]:                                                - $939,162,365

       (v.)  Net Sales - if item 5(i) is greater than item 5(iv)
             [subtract item 5(iv) from item 5(i)]:                                           $92,955,284

      (vi.)  Redemption credits available for use in future year                $(-----)
             - 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 1/3300

     (viii.) Registration fee due [multiply item 5(v) by item
             5(vii)] (enter "0" if no fee is due):                                           =$28,168.27
</TABLE>


   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: -----.  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: -----.

   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):

                                                                      +$ -----


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

                                                                    =$28,168.27


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

      Method of Delivery:

                [X]  Wire Transfer on 11/17/97 CIK# 0000889512
                [ ]  Mail or other means


<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)*  John R. Elder

                           John R. Elder, Treasurer

Date  11/18/97

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


<PAGE>


                                                            OMB APPROVAL

                                                      OMB  Number:  3235-0456
                                                      Expires: August 31, 2000
                                                      Estimated average burden
                                                      hours per response......1


                                 UNITED STATES
                       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:

                          Landmark Institutional Trust
                          6 St. James Avenue
                          Boston, MA  02116


     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): [ ]

                    Landmark Institutional Tax Free Reserves


   3. Investment Company Act File Number:  811-6740

      Securities Act File Number:  33-49554


   4(a).  Last day of fiscal year for which this Form is filed: August 31, 1997


   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.


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

                                    N/A


<PAGE>

<TABLE>

   <S>                                                                        <C>             <C>

   5. Calculation of registration fee:
      (i.)    Aggregate sale price of securities sold during the
              fiscal year pursuant to section 24(f):                                          $130,256,237

      (ii.)   Aggregate price of securities redeemed or
              repurchased during the fiscal year:                             $70,208,596

      (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:                                                  $-----

      (iv.)   Total available redemption credits [add items 5(ii) and 5(iii)]:                $70,208,596

      (v.)    Net Sales - if item 5(i) is greater than item 5(iv)
              [subtract item 5(iv) from item 5(i)]:                                           $60,047,641

      (vi.)   Redemption credits available for use in future years                $(-----)
              - 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                                   x 1/3300
              Instruction C.9):

      (viii.) Registration fee due [multiply item 5(v) by item
              5(vii)] (enter "0" if no fee is due):                                           =$18,196.25
</TABLE>


   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: ---. 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: ---.


   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):   +$-----

   8. Total of the amount of the  registration  fee due plus any  interest
      due [line 5(viii) plus line 7]:
                                                                  = $18,196.25


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

      Method of Delivery

                [ X ] Wire Transfer on 11/17/97          CIK#0000889512
                [   ] Mail or other means



<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)*  John R. Elder

                           John R. Elder, Treasurer

Date   11/18/97

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





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