JPM INSTITUTIONAL FUNDS
24F-2NT/A, 1995-12-15
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                                   FORM 24f-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

1.       Name and  address of issuer:
                  The JPM Institutional Funds, 6 St. James Avenue
                  Boston, MA  02116

2.       Name of each series or class of funds for which this notice is filed:
                  The Treasury Money Market Fund
                  The U.S. Fixed Income Fund
                  The Short Term Bond Fund
                  The International Equity Fund
                  The Emerging Markets Equity Fund

3.       Investment Company Act File Number:811-7342

         Securities Act File Number:                          33-54642

4.       Last day of fiscal year for which this notice is filed:
                  October 31, 1995

5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for the purposes of reporting securities sold after the
close  of  the  fiscal  year  but  before  termination  of  the  issuer's  24f-2
declaration:
                                                     [     ]
6.       Date of termination of issuer's declaration under rule 24f-2(a)(1), if
         applicable (see instruction A.6):

7. Number and amount of  securities  of the same class or series  which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2 in
a prior fiscal year, but which remained unsold at the beginning of the year:

8.  Number and amount of securities registered during the fiscal year other than
    pursuant to rule 24f-2:

9.       Number and aggregate sale price of securities sold during the fiscal
         year:
                  Number = 504,477,806      Sale Price = $1,094,996,374
10.      Number and aggregate sale price of securities sold during the fiscal 
         year in reliance upon registration pursuant to rule 24f-2:
                  Number = 504,477,806      Sale Price = $1,094,996,374
11.      Number and aggregate sale price of securities issued during the
         fiscal year in connection with dividend reinvestment plans, if 
         applicable (see Instruction B.7):
                  Number = 3,771,990        Sale Price = $18,999,140

12.      Calculation of registration fee:

         (i)     Aggregate sale price of securities sold during the fiscal
                 year in reliance on rule 24f-2 (from Item 10):   $1,094,996,374

         (ii)    Aggregate price of shares issued in connection with dividend
                 reinvestment plans (from Item 11, if applicable):   +18,999,140

         (iii)   Aggregate price of shares redeemed or repurchased during
                 the fiscal year (if applicable):                   -587,555,296

         (iv)    Aggregate price of shares redeemed or repurchased and
                 previously applied as a reduction to filing fees pursuant to
                 rule 24e-2 (if applicable):                                  +0

         (v)     Net aggregate price of securities sold and issued during the
                 fiscal year in reliance on rule 24f-2 [line (i), plus line (ii)
                 less line (iii), plus line (iv)]  (if applicable):  526,430,868

         (vi)    Divisor prescribed by Section 6(b) of the Securities Act of
                 1933 or other applicable law or regulation (see Instruction
                 C.6):                                                     2,900

         (vii)    Fee due [line (i) or line (v) multiplied by line (vi)]:
                                                                     $181,527.89
                                                                      ==========

13. Check box if fees are being remitted to the Commission's  lockbox depository
as  described  in section 3a of the  Commission's  Rules of  Informal  and Other
Procedures (17 CFR 202.3a).
                                                     [    ]

    Date of mailing or wire  transfer  of filing fees to the  Commissioner's 
    lockbox depository:  $105,055.70  on 11/16/95 and $76,472.19 on 12/07/95 
    for a total of $181,527.89

                                   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/DANIEL E. SHEA
                                    Assistant Treasurer
        Date     12/14/95
<PAGE>
                               PHILIP W. COOLIDGE
                               6 ST. JAMES AVENUE
                                   NINTH FLOOR
                           BOSTON, MASSACHUSETTS 02116
                                  (617) 423-0800





The JPM Institutional Funds
6 St. James Avenue
Boston, Massachusetts 02116

Ladies and Gentlemen:

RE:      RULE 24F-2 NOTICE FOR THE JPM INSTITUTIONAL FUNDS FOR
         THE YEAR ENDED OCTOBER 31, 1995.


         This opinion is being  furnished in connection  with the  registration,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), of an indefinite number of Shares of Beneficial Interest (par value
$0.001 per share) (the "Shares") of The JPM Institutional Funds, a Massachusetts
business trust (the "Trust"),  under the Securities Act of 1933, as amended (the
"1933  Act").  I  understand  that the  Trust  proposes  to file a  notice  (the
"Notice") with the Securities and Exchange  Commission (the  "Commission")  with
respect to the Trust's  fiscal year ended  October 31, 1995,  pursuant to such
Rule 24f-2 under the 1940 Act.  This opinion is being  furnished  with a view to
your filing it with the Commission in conjunction with the filing of the Notice.

         This  opinion  is  limited  solely to the laws of the  Commonwealth  of
Massachusetts as applied by courts in such Commonwealth. This opinion is limited
solely to the Shares of the Trust as of the  fiscal  year  ended  October 31,
1995, as reflected in the Notice. I understand that the foregoing  limitation is
acceptable to you.

         Based upon and subject to the  foregoing,  please be advised that it is
my opinion that the Shares covered by the Notice were legally issued and (to the
extent still outstanding) are fully paid and non-assessable, except that, as set
forth in the Trust's  registration  statement  as currently in effect filed with
the  Commission  pursuant to the 1933 Act,  shareholders  of the Trust may under
certain circumstances be held personally liable for its obligations.

                                                               Very truly yours,

                                                           /s/PHILIP W. COOLIDGE
                                                              Philip W. Coolidge










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