JP MORGAN INSTITUTIONAL FUNDS
485BPOS, 1998-09-28
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    As filed with the Securities and Exchange Commission on September 28, 1998.
                Registration Nos. 033-54642 and 811-07342
    


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ----------------
                                    FORM N-1A



   
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         POST-EFFECTIVE AMENDMENT NO. 56
    


                                       and

   
             REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                AMENDMENT NO. 57
    


                         J.P. MORGAN INSTITUTIONAL FUNDS
                     (formerly The JPM Institutional Funds)
               (Exact Name of Registrant as Specified in Charter)

            60 State Street, Suite 1300, Boston, Massachusetts 02109
                    (Address of Principal Executive Offices)

               Registrant's Telephone Number, including Area Code:
                                 (617) 557-0700

                Margaret W. Chambers, c/o Funds Distributor, Inc.
            60 State Street, Suite 1300, Boston, Massachusetts 02109
                     (Name and Address of Agent for Service)

                           Copy to:         Stephen K. West, Esq.
                                            Sullivan & Cromwell
                                            125 Broad Street
                                            New York, New York 10004

It is proposed that this filing will become effective (check appropriate box):

   
[ ]  Immediately  upon filing  pursuant to paragraph  (b) 
[X] on October 1, 1998 pursuant to paragraph (b) 
[ ] 60 days after filing pursuant to paragraph  (a)(i)
[ ] on (date) pursuant to paragraph  (a)(i) 
[ ] 75 days after filing pursuant to paragraph (a)(ii) 
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485.
    

If appropriate, check the following box:

[ ]  this  post-effective  amendment  designates  a  new  effective  date  for a
previously filed post-effective amendment.

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<PAGE>



   
     The Series Portfolio,  The U.S. Equity Portfolio and The U.S. Small Company
Portfolio have also executed this registration statement.
    















i:\dsfndlgl\institut\1098de.pea\wrapper.doc

<PAGE>




                                EXPLANATORY NOTE

   
         This post-effective  amendment No. 56 to the registration  statement of
J.P. Morgan  Institutional  Funds (the "Registrant") on Form N-1A is being filed
to update the  Registrant's  disclosure  in the  Prospectuses  and  Statement of
Additional Information relating to J.P. Morgan Institutional Disciplined Equity,
U.S.  Equity and U.S.  Small Company  funds (the  "Funds"),  separate  series of
shares of the Registrant,  with financial  information for the fiscal year ended
May 31, 1998 and to update other information in the registration statement. As a
result,  the Amendment does not affect any of the  Registrant's  other currently
effective  prospectuses  or statements of additional  information for each other
series of shares of the Registrant.
    


















i:\dsfndlgl\institut\1098de.pea\wrapper.doc

<PAGE>


 
   
- --------------------------------------------------------------------------------
                                                            |
                                            OCTOBER 1, 1998 |  PROSPECTUS
                                                            |
================================================================================
    

J.P. MORGAN INSTITUTIONAL
U.S. SMALL COMPANY FUND







                                             ===================================
                                             Seeking to outperform the market in
                                             which it invests over the long term
                                             through a disciplined management 
                                             approach





This prospectus contains essential information for anyone investing in the fund.
Please read it carefully and keep it for reference.

Shares in the fund are not bank deposits and are not guaranteed or insured by
any bank, government entity, or the FDIC.

As with all mutual funds, the fact that these shares are registered with the
Securities and Exchange Commission does not mean that the commission approves
them as an investment or guarantees that the information in this prospectus is
correct or adequate. It is a criminal offense for anyone to state or suggest
otherwise.

Distributed by Funds Distributor, Inc.

                                                       [LOGO] JPMorgan          
<PAGE>
 
CONTENTS
<TABLE>
====================================================================================================================================

<S>                                      <C>                                    
                                  2 |    U.S. EQUITY MANAGEMENT APPROACH

                                         U.S. equity investment process ...........................................................2


                                  4 |    J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND
                                                                                                                            
The fund's goal, investment approach,    Fund description .........................................................................4
         risks, expenses, performance
             and financial highlights    Investor expenses ........................................................................4
                                                                                                                            
                                         Performance ..............................................................................5

                                         Financial highlights......................................................................5
                                                                                                                            


                                  6 |    YOUR INVESTMENT                                                                    
                                                                                                                            
         Investing in the J.P. Morgan    Investing through a financial professional ...............................................6
                  Institutional Small
                         Company Fund    Investing through an employer-sponsored retirement plan ..................................6
                                                                                                                            
                                         Investing through an IRA or Rollover IRA .................................................6
                                                                                                                               
                                         Investing directly .......................................................................6
                                                                                                                            
                                         Opening your account .....................................................................6
                                                                                                                            
                                         Adding to your account ...................................................................6
                                                                                                                            
                                         Selling shares ...........................................................................7
                                                                                                                            
                                         Account and transaction policies .........................................................7
                                                                                                                            
                                         Dividends and distributions ..............................................................8
                                                                                                                            
                                         Tax considerations .......................................................................8


                                  9 |    FUND DETAILS                                                                       
                                                                                                                            
       More about risk and the fund's    Master/feeder structure ..................................................................9
                  business operations                                                                                       
                                         Management and administration ............................................................9
                                                                                                                            
                                         Risk and reward elements ................................................................10


                                         FOR MORE INFORMATION ............................................................back cover
</TABLE>
<PAGE>
 
INTRODUCTION
================================================================================

J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND 

This fund invests primarily in U.S. small company stocks by investing through a
master portfolio (another fund with the same goal). As a shareholder, you should
anticipate risks and rewards beyond those of a typical bond, balanced or
large-cap equity fund.

WHO MAY WANT TO INVEST 

The fund is designed for investors who:

o    are pursuing a long-term goal such as retirement

o    want to add an investment with growth potential to further diversify a
     portfolio

o    want a fund that seeks to outperform the market in which it invests over
     the long term

The fund is not designed for investors who:

o    want a fund that pursues market trends or focuses only on particular
     industries or sectors

o    require regular income or stability of principal

o    are pursuing a short-term goal or investing emergency reserves

J.P. MORGAN

   
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $275 billion in assets under management,
including assets managed by the fund's advisor, J.P. Morgan Investment
Management Inc.
    

========================================
Before you invest

Investors considering the fund should
understand that:

o    The value of the fund's shares will
     fluctuate over time. You could lose
     money if you sell when the fund's
     share price is lower than when you
     invested.

o    There is no assurance that the fund
     will meet its investment goal.

o    Future returns will not necessarily
     resemble past performance.
- ----------------------------------------

                                                                             |
                                                                             | 1
                                                                             |
<PAGE>
 
U.S. EQUITY MANAGEMENT APPROACH
================================================================================

                                        The J.P. Morgan Institutional U.S. Small
                                        Company Fund invests primarily in U.S.
                                        small company stocks.

                                        The fund's investment philosophy,
                                        developed by its advisor, focuses on
                                        stock picking while largely avoiding
                                        sector or market-timing strategies.
                                        Also, under normal market conditions,
                                        the fund will remain fully invested.


                                        U.S. EQUITY INVESTMENT PROCESS

                                        In managing the fund, J.P. Morgan
                                        employs a three-step process:

                         [GRAPHIC]      Research J.P. Morgan takes an in-depth
                                        look at company prospects over a
     J.P. Morgan analysts develop       relatively long period -- often as much
 proprietary fundamental research       as five years -- rather than focusing on
                                        near-term expectations. This approach is
                                        designed to provide insight into a
                                        company's real growth potential. J.P.
                                        Morgan's in-house research is developed
                                        by an extensive worldwide network of
                                        over 120 career analysts. The team of
                                        analysts dedicated to U.S. equities
                                        includes more than 20 members, with an
                                        average of over ten years of experience.

                         [GRAPHIC]      Valuation The research findings allow
                                        J.P. Morgan to rank the companies in
Stocks in each industry are ranked      each industry group according to their
           with the help of models      relative value. The greater a company's
                                        estimated worth compared to the current
                                        market price of its stock, the more
                                        undervalued the company. The valuation
                                        rankings are produced with the help of a
                                        variety of models that quantify the
                                        research team's findings.

                         [GRAPHIC]      Stock selection The fund buys and sells
                                        stocks according to its own policies,
    Using research and valuations,      using the research and valuation
        the fund's management team      rankings as a basis. In general, the
       chooses stocks for its fund      management team buys stocks that are
                                        identified as undervalued and considers
                                        selling them when they appear
                                        overvalued. Along with attractive
                                        valuation, the fund's managers often
                                        consider a number of other criteria:

                                        o  catalysts that could trigger a rise
                                           in a stock's price

                                        o  high potential reward compared to
                                           potential risk

                                        o  temporary mispricings caused by
                                           market overreactions


  |
2 | U.S. EQUITY MANAGEMENT APPROACH
  |
<PAGE>
 
================================================================================






                     (THIS PAGE IS INTENTIONALLY LEFT BLANK)






                                                                             |
                                                                             | 3
                                                                             |
<PAGE>
 
J.P. MORGAN INSTITUTIONAL
U.S. SMALL COMPANY FUND                 TICKER SYMBOL: JUSSX
================================================================================
                                     REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
                             (J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND)


[GRAPHIC] GOAL

   
     The fund's goal is to provide high total return from a portfolio of small
company stocks. This goal can be changed without shareholder approval.
    

[GRAPHIC] INVESTMENT APPROACH

   
     The fund invests primarily in small and medium sized U.S. companies whose
market capitalizations are greater than $110 million and less than $2.5 billion.
Industry by industry, the fund's weightings are similar to those of the Russell
2000 Index. The fund can moderately underweight or overweight industries when it
believes it will benefit performance.
    

Within each industry, the fund focuses on those stocks that are ranked as most
undervalued according to the process described on page 2. The fund generally
considers selling stocks that appear overvalued or have grown into large-cap
stocks.

[GRAPHIC] POTENTIAL RISKS AND REWARDS

     The value of your investment in the fund will fluctuate in response to
movements in the stock market. Fund performance will also depend on the
effectiveness of J.P. Morgan's research and the management team's stock picking
decisions.

   
Small-cap stocks have historically offered higher long-term growth than
large-cap stocks, and have also involved higher risks. The fund's small-cap
emphasis means it is likely to be more sensitive to economic news and is likely
to fall further in value during broad market downturns. The fund pursues returns
that exceed those of the Russell 2000 Index while seeking to limit its
volatility relative to this index.
    

The fund's securities are described in more detail on page 10, along with their
main risks, which may cause the fund's share price to decline, and the fund's
strategies to reduce these risks.

PORTFOLIO MANAGEMENT

   
The fund's assets are managed by J.P. Morgan, which currently manages over $275
billion, including more than $2.4 billion using the same strategy as the fund.

The portfolio management team is led by Denise Higgins, Candice Eggerss and
Stephen J. Rich, all vice presidents. Ms. Higgins joined the team in January of
1998 and has been with J.P. Morgan since 1994. Prior to managing the fund, Ms.
Higgins served as a balanced and equity portfolio manager and member of the U.S.
asset allocation committee, and prior to 1994 was a mid-to-small cap portfolio
manager at Lord Abbett & Company. Ms. Eggerss has been with J.P. Morgan since
May of 1996 as a member of the U.S. small company portfolio management team and
from June of 1993 to May of 1996 held a similar position with Weiss, Peck and
Greer. Mr. Rich joined the team in January of 1997 and has been at J.P. Morgan
since 1991, and prior to managing the fund held positions in J.P. Morgan's
structured equity and balanced/equity groups.
    

================================================================================
INVESTOR EXPENSES

The current expenses you should expect to pay as an investor in the fund are
shown at right. The fund has no sales, redemption, exchange, or account fees,
although some institutions may charge you a fee for shares you buy through them.
The annual fund expenses shown are deducted from fund assets prior to
performance calculations.

Footnotes for this section are shown on next page.

<TABLE>
<CAPTION>

================================================================================
Annual fund operating expenses(1)                                         (%)
================================================================================
<S>                                                                        <C> 
Management fees (actual)                                                   0.60

Marketing (12b-1) fees                                                     none

Other expenses(2)
(after reimbursement)                                                      0.20
================================================================================
Total operating expenses(2)
(after reimbursement)                                                     0.80
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
================================================================================
Expense example
================================================================================

The example below uses the same assumptions as other fund prospectuses: $1,000
initial investment, 5% annual total return, expenses unchanged, all shares sold
at the end of each time period. The example is for comparison only; the fund's
actual return and expenses will be different.

- --------------------------------------------------------------------------------
                                           1 yr.   3 yrs.    5 yrs.    10 yrs.
<S>                                          <C>     <C>       <C>       <C>
Your cost($)                                 8       26        44        99
- --------------------------------------------------------------------------------
</TABLE>


  |
4 | J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND
  |
<PAGE>
   
 
<TABLE>
<CAPTION>
====================================================================================================================================
PERFORMANCE (unaudited)
=================================
Average annual total return (%)        Shows performance over time, for periods ended December 31, 1996
=================================---------------------------------------------------------------------------------------------------
                                                                          1 yr.         5 yrs.         10 yrs.    Since Inception(3)
<S>                                                                       <C>           <C>            <C>              <C>  
J.P. Morgan Institutional U.S. Small Company Fund(3) (after expenses)     22.70         14.87          15.47            14.40
- ------------------------------------------------------------------------------------------------------------------------------------
Russell 2500 Index(4) (no expenses)                                       24.36         17.59          16.94            14.89
- ------------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index(4) (no expenses)                                       22.36         16.41          15.76            13.04
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
=================================
Year-by-year total return (%)          Shows changes in returns by calendar year
=================================---------------------------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                           1988      1989      1990      1991     1992     1993      1994     1995    1996     1997
<S>                                       <C>       <C>      <C>        <C>      <C>       <C>      <C>       <C>     <C>      <C>  
J.P. Morgan Institutional                                                                                                    
  U.S. Small Company Fund                 13.67     29.01    (24.34)    59.59    18.98     8.59     (5.81)    31.88   20.84    22.70
- ------------------------------------------------------------------------------------------------------------------------------------
Russell 2500 Index(4)                     22.73     19.43    (14.88)    46.70    16.19    16.54     (1.06)    31.70   19.03    24.36
- ------------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index(4)                                                                                                          22.36
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
=================================
Per-share data                         For fiscal periods ended May 31
=================================--------------------------------------------------------------------------------------------------
                                                                     1994(3)         1995          1996         1997         1998
<S>                                                                 <C>           <C>           <C>          <C>          <C>    
Net asset value, beginning of period ($)                             10.00          10.03         11.16        13.97        14.09
- -----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
   Net investment income (loss) ($)                                   0.04           0.10          0.13         0.10         0.09
   Net realized and unrealized gain
   on investment ($)                                                    --           1.12          3.66         1.07         3.04
- -----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                                  0.04           1.22          3.79         1.17         3.13
- -----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from
   Net investment income ($)                                         (0.01)         (0.09)        (0.12)       (0.13)       (0.08)
   Net realized gain ($)                                                --             --         (0.86)       (0.92)       (1.84)
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions ($)                                              (0.01)         (0.09)        (0.98)       (1.05)       (1.92)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                                   10.03          11.16         13.97        14.09        15.30
- -----------------------------------------------------------------------------------------------------------------------------------
=================================
Ratios and supplemental data
=================================--------------------------------------------------------------------------------------------------
Total return (%)                                                      0.42(5)       12.26         35.60         9.44        23.55
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                             74,141        149,279       291,931      401,797      420,413
Ratio to average net assets:
Expenses (%)                                                          0.80(6)        0.80          0.80         0.80         0.80
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (%)                                      0.93(6)        1.14          1.20         0.81         0.55
- -----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement and including interest expense (%)     1.07(6)        0.91          0.83         0.85         0.85
- -----------------------------------------------------------------------------------------------------------------------------------
Interest expense (%)                                                    --             --            --           --         0.00(7)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Financial Highlights above have been audited by PricewaterhouseCoopers LLP,
the fund's independent accountants.

(1)  The fund has a master/feeder structure as described on page 9. This table
     shows the fund's expenses and its share of master portfolio expenses for
     the past fiscal year, expressed as a percentage of the fund's average net
     assets and reflecting reimbursement for ordinary expenses over 0.80%. 

(2)  Without reimbursement, other expenses and total operating expenses would
     have been 0.25% and 0.85%, respectively. This reimbursement arrangement can
     be changed or terminated at any time at the option of J.P. Morgan.

(3)  The fund commenced operations on 7/19/93 and commenced public investment
     operations on 11/4/93 and returns reflect performance of The Capital
     Appreciation Fund, the fund's predecessor, prior to that date. The Capital
     Appreciation Fund commenced operations on 6/27/85.

(4)  Effective 3/1/98, the fund's benchmark changed from the Russell 2500 Index,
     a widely recognized, unmanaged index used primarily to measure the
     performance of small- to medium- cap U.S. stocks, to the Russell 2000
     Index, a widely recognized, unmanaged index used primarily to measure the
     performance of small-cap U.S. stocks. The Russell 2000 Index represents the
     returns of small-cap stocks only, better captures that universe's
     performance and fits more neatly into an investor's asset allocation model.

(5)  Not annualized.

(6)  Annualized.

(7)  Less than 0.01%.
    

                                                                             |
                        J.P. Morgan Institutional U.S. Small Company Fund    | 5
                                                                             |
<PAGE>
 
YOUR INVESTMENT
================================================================================

   
For your convenience, the J.P. Morgan Institutional Funds offer several ways to
start and add to fund investments.
    

INVESTING THROUGH A FINANCIAL PROFESSIONAL

If you work with a financial professional, either at J.P. Morgan or elsewhere,
he or she is prepared to handle your planning and transaction needs. Your
financial professional will be able to assist you in establishing your fund
account, executing transactions, and monitoring your investment. If your fund
investment is not held in the name of your financial professional and you prefer
to place a transaction order yourself, please use the instructions for investing
directly.

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN

Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA

Please contact a J.P. Morgan Retirement Services Specialist at 1-888-576-4472
for information on J.P. Morgan's comprehensive IRA services, including lower
minimum investments.

INVESTING DIRECTLY

Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

o    Determine the amount you are investing. The minimum amount for initial
     investments in the fund is $1,000,000 and for additional investments
     $25,000, although these minimums may be less for some investors. For more
     information on minimum investments, call 1-800-766-7722.

o    Complete the application, indicating how much of your investment you want
     to allocate to which fund(s). Please apply now for any account privileges
     you may want to use in the future, in order to avoid the delays associated
     with adding them later on.

o    Mail in your application, making your initial investment as shown at right.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-766-7722.


OPENING YOUR ACCOUNT

     By wire

o    Mail your completed application to the Shareholder Services Agent.

o    Call the Shareholder Services Agent to obtain an account number and to
     place a purchase order. Funds that are wired without a purchase order will
     be returned uninvested.

o    After placing your purchase order, instruct your bank to wire the amount of
     your investment to:

     Morgan Guaranty Trust Company of New York
     Routing number: 021-000-238
     Credit: J.P. Morgan Institutional Funds
     Account number: 001-57-689
     FFC: your account number, name of registered owner(s) and fund name

     By check

o    Make out a check for the investment amount payable to J.P. Morgan
     Institutional Funds.

o    Mail the check with your completed application to the Shareholder Services
     Agent.

     By exchange

   
o    Call the Shareholder Services Agent to effect an exchange.
    

ADDING TO YOUR ACCOUNT

     By wire

o    Call the Shareholder Services Agent to place a purchase order. Funds that
     are wired without a purchase order will be returned uninvested.

o    Once you have placed your purchase order, instruct your bank to wire the
     amount of your investment as described above.

   BY CHECK

o    Make out a check for the investment amount payable to J.P. Morgan
     Institutional Funds.

o    Mail the check with a completed investment slip to the Shareholder Services
     Agent. If you do not have an investment slip, attach a note indicating your
     account number and how much you wish to invest in which fund(s).

     By exchange

   
o    Call the Shareholder Services Agent to effect an exchange.
    


  |
6 | YOUR INVESTMENT
  |
<PAGE>
 
================================================================================

SELLING SHARES

   
     By phone - wire payment
    

o    Call the Shareholder Services Agent to verify that the wire redemption
     privilege is in place on your account. If it is not, a representative can
     help you add it.

o    Place your wire request. If you are transferring money to a non-Morgan
     account, you will need to provide the representative with the personal
     identification number (PIN) that was provided to you when you opened your
     fund account.

   
     By phone - check payment
    

o    Call the Shareholder Services Agent and place your request. Once your
     request has been verified, a check for the net amount, payable to the
     registered owner(s), will be mailed to the address of record. For checks
     payable to any other party or mailed to any other address, please make your
     request in writing (see below).

     In writing

o    Write a letter of instruction that includes the following information: The
     name of the registered owner(s) of the account; the account number; the
     fund name; the amount you want to sell; and the recipient's name and
     address or wire information, if different from those of the account
     registration.

o    Indicate whether you want the proceeds sent by check or by wire.

o    Make sure the letter is signed by an authorized party. The Shareholder
     Services Agent may require additional information, such as a signature
     guarantee.

o    Mail the letter to the Shareholder Services Agent.

     By exchange

   
o    Call the Shareholder Services Agent to effect an exchange.
    

ACCOUNT AND TRANSACTION POLICIES

Telephone orders The fund accepts telephone orders from all shareholders. To
guard against fraud, the fund requires shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if the fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

Exchanges You may exchange shares in this fund for shares in any other J.P.
Morgan Institutional or J.P. Morgan mutual fund at no charge (subject to the
securities laws of your state). When making exchanges, it is important to
observe any applicable minimums. Keep in mind that for tax purposes an exchange
is considered a sale.

   
The fund may alter, limit, or suspend its exchange policy at any time.

Business hours and NAV calculations The fund's regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). The fund calculates
its net asset value per share (NAV) every business day as of the close of
trading on the NYSE (normally 4:00 p.m. eastern time). The fund's securities are
typically priced using market quotes or pricing services.  When these methods
are not available or do not represent a security's value at the time of pricing,
the security is valued in accordance with the fund's fair valuation procedures.

Timing of orders Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until the
close of trading on the NYSE every business day and are executed the same day,
at that day's NAV. The fund has the right to suspend redemption of shares and to
postpone payment of proceeds for up to seven days or as permitted by law.
    


================================================================================

                         Shareholder Services Agent
                         J.P. Morgan Funds Services
                         522 Fifth Avenue
                         New York, NY 10036
                         1-800-766-7722


                         Representatives are available 8:00 a.m. to 5:00  p.m. 
                         eastern time on fund business days.


                                                                             |
                                                             YOUR INVESTMENT | 7
                                                                             |
<PAGE>
 
================================================================================

   
Timing of settlements When you buy shares, you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you sell shares, proceeds are generally available the day following execution
and will be forwarded according to your instructions.
    

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

   
Statements and reports The fund sends monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months the fund sends out an annual or semi-annual report containing
information on the fund's holdings and a discussion of recent and anticipated
market conditions and fund performance.

Accounts with below-minimum balances If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), the fund reserves the right to request that you buy more shares or
close your account. If your account balance is still below the minimum 60 days
after notification, the fund reserves the right to close out your account and
send the proceeds to the address of record.
    

DIVIDENDS AND DISTRIBUTIONS

The fund typically pays income dividends two times a year and makes capital
gains distributions, if any, once per year (usually in August). However, the
fund may make more or fewer payments in a given year, depending on its
investment results and its tax compliance situation. These dividends and
distributions consist of most or all of the fund's net investment income and net
realized capital gains.

   
Dividends and distributions are reinvested in additional fund shares.
Alternatively, you may instruct your financial professional or J.P. Morgan Funds
Services to have them sent to you by check, credited to a separate account, or
invested in another J.P. Morgan Institutional Fund.
    

TAX CONSIDERATIONS

   
In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities for taxable accounts:
    

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Transaction                             Tax status
- --------------------------------------------------------------------------------
<S>                                     <C>
Income dividends                        Ordinary income

Short-term capital gains                Ordinary income
distributions

Long-term capital gains                 Capital gains
distributions

Sales or exchanges of shares            Capital gains or losses
owned for more than one year

Sales or exchanges of shares            Gains are treated as ordinary
owned for one year or less              income; losses are subject
                                        to special rules
- --------------------------------------------------------------------------------
</TABLE>

Because long-term capital gains distributions are taxable as capital gains
regardless of how long you have owned your shares, you may want to avoid making
a substantial investment when the fund is about to declare a long-term capital
gains distribution.

Every January, the fund issues tax information on its distributions for the
previous year.

Any investor for whom the fund does not have a valid
taxpayer identification number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.



  |
8 | YOUR INVESTMENT
  |
<PAGE>
 
FUND DETAILS
================================================================================

MASTER/FEEDER STRUCTURE

As noted earlier, the fund is a "feeder" fund that invests in a master
portfolio. (Except where indicated, this prospectus uses the term "the fund" to
mean the feeder fund and its master portfolio taken together.)

   
The master portfolio accepts investments from other feeder funds, and the
feeders bear the master portfolio's expenses in proportion to their assets.
However, each feeder can set its own transaction minimums, fund-specific
expenses, and other conditions. This means that one feeder could offer access to
the same master portfolio on more attractive terms, or could experience better
performance, than another feeder. Information about other feeders is available
by calling 1-800-766-7722. Generally, when the master portfolio seeks a vote,
the fund will hold a shareholder meeting and cast its vote proportionately, as
instructed by its shareholders. Fund shareholders are entitled to one full or
fractional vote for each dollar or fraction of a dollar invested.
    

The fund and its master portfolio expect to maintain consistent goals, but if
they do not, the fund will withdraw from the master portfolio, receiving its
assets either in cash or securities. The fund's trustees would then consider
whether the fund should hire its own investment adviser, invest in a different
master portfolio, or take other action.

MANAGEMENT AND ADMINISTRATION

   
The fund and its master portfolio are governed by the same trustees. The
trustees are responsible for overseeing all business activities. The trustees
are assisted by Pierpont Group, Inc., which they own and operate on a cost
basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, provides fund officers. J.P. Morgan, as
co-administrator, along with J.P. Morgan, oversees the fund's other service
providers.
    

J.P. Morgan, subject to the expense reimbursements described earlier in this
prospectus, receives the following fees for investment advisory and other
services:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Advisory services                       0.60% of the master
                                        portfolio's average net assets
- --------------------------------------------------------------------------------
<S>                                     <C>
Administrative services                 Master portfolio's and fund's
(fee shared with Funds                  pro-rata portions of 0.09% of
 Distributor, Inc.)                     the first $7 billion in
                                        J.P. Morgan-advised portfolios, 
                                        plus 0.04% of average
                                        net assets over $7 billion
- --------------------------------------------------------------------------------
Shareholder services                    0.10% of the fund's average
                                        net assets
- --------------------------------------------------------------------------------
</TABLE>

J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in the fund.

   
Year 2000 Fund operations and shareholders could be adversely affected if the
computer systems used by J.P. Morgan, the fund's other service providers and
other entities with computer systems linked to the fund do not properly process
and calculate January 1, 2000 and after date-related information. J.P. Morgan is
working to avoid these problems and to obtain assurances from other service
providers that they are taking similar steps. However, it is not certain that
these actions will be sufficient to prevent these problems from adversely
impacting fund operations and shareholders. In addition, to the extent that
operations of issuers of securities held by the fund are impaired by
date-related problems or prices of securities decline as a result of real or
perceived date-related problems of issuers held by the fund or generally, the
net asset value of the fund will decline.
    


                                                                            |
                                                              FUND DETAILS  |  9
                                                                            |
<PAGE>
 
================================================================================

RISK AND REWARD ELEMENTS

This table discusses the main elements that make up the fund's overall risk and
reward characteristics (described on page 3). It also outlines the fund's
policies toward various securities, including those that are designed to help
the fund manage risk.


<TABLE>
<CAPTION>
====================================================================================================================================
Potential risks                              Potential rewards                            Policies to balance risk and reward
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                          <C>
Market conditions                            

   
o    The fund's share price and              o    Stocks have generally outperformed      o    Under normal circumstances the fund  
     performance will fluctuate in                more stable investments (such as             plans to remain fully invested,      
     response to stock market movements           bonds and cash equivalents) over             with at least 65% in stocks; stock   
                                                  the long term                                investments may include U.S. and     
o    Adverse market conditions may from                                                        foreign common stocks, convertible   
     time to time cause the fund to take                                                       securities, preferred stocks, trust  
     temporary defensive positions that                                                        or partnership interests, warrants,  
     are inconsistent with its principal                                                       rights, and investment company       
     investment strategies and may                                                             securities                           
     hinder the fund from achieving its                                                                                             
     investment objective                                                                 o    The fund seeks to limit risk         
                                                                                               through diversification              
    
                                              
                                                                                          o    During severe market downturns, the  
                                                                                               fund has the option of investing up  
                                                                                               to 100% of assets in investment-grade
                                                                                               short-term securities        
- ------------------------------------------------------------------------------------------------------------------------------------
Management choices                                                                     
                                                                                       
o    The fund could underperform its         o    The fund could outperform its           o    J.P. Morgan focuses its active     
     benchmark due to its securities and          benchmark due to these same choices          management on securities selection,
     asset allocation choices                                                                  the area where it believes its     
                                                                                               commitment to research can most    
                                                                                               enhance returns                    
- ------------------------------------------------------------------------------------------------------------------------------------
Foreign investments                                                                    
                                                                                       
   
o    Currency exchange rate movements        o    Favorable exchange rate movements       o    The fund anticipates that its total  
     could reduce gains or create losses          could generate gains or reduce               foreign investments will not exceed  
                                                  losses                                       20% of assets.                       
o    The fund could lose money because                                                                                              
     of foreign government actions,          o    Foreign investments, which              o    The fund actively manages the        
     political instability, or lack of            represent a major portion of the             currency exposure of its foreign     
     adequate and accurate information            world's securities, offer                    investments relative to its          
                                                  attractive potential performance             benchmark, and may hedge back into   
                                                  and opportunities for                        the U.S. dollar from time to time    
                                                  diversification                              (see also "Derivatives")             
- ------------------------------------------------------------------------------------------------------------------------------------
Derivatives                                                                               
                                                                                          
o    Derivatives such as futures,            o    Hedges that correlate well with         o    The fund uses derivatives for      
     options, swaps and forward foreign           underlying positions can reduce or           hedging and for risk management    
     currency contracts that are used             eliminate losses at low cost                 (i.e., to establish or adjust      
     for hedging the portfolio or                                                              exposure to particular securities, 
     specific securities may not fully       o    The fund could make money and                markets or currencies); risk       
     offset the underlying positions(1)           protect against losses if                    management may include management  
                                                  management's analysis proves                 of the fund's exposure relative to 
o    Derivatives used for risk                    correct                                      its benchmark                      
     management may not have the                                                                                                  
     intended effects and may result in      o    Derivatives that involve leverage       o    The fund only establishes hedges   
     losses or missed opportunities               could generate substantial gains at          that it expects will be highly     
                                                  low cost                                     correlated with underlying         
o    The counterparty to a derivatives                                                         positions                          
     contract could default                                                                                                       
                                                                                          o    While the fund may use derivatives 
o    Derivatives that involve leverage                                                         that incidentally involve leverage,
     could magnify losses                                                                      it does not use them for the       
                                                                                               specific purpose of leveraging the 
                                                                                               portfolio                          
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  A futures contract is an agreement to buy or sell a set quantity of an
     underlying instrument at a future date, or to make or receive a cash
     payment based on changes in the value of a securities index. An option is
     the right to buy or sell a set quantity of an underlying instrument at
     pre-determined price. A swap is a privately negotiated agreement to 
     exchange one stream of payments for another.  A forward foreign currency 
     contract is an obligation to buy or sell a given currency on a future date 
     and at a set price.
    

   |
10 | FUND DETAILS
   |
<PAGE>
 
<TABLE>
<CAPTION>
====================================================================================================================================
Potential risks                              Potential rewards                            Policies to balance risk and reward
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                          <C>
Illiquid holdings

   
o    The fund could have difficulty          o    These holdings may offer more           o    The fund may not invest more than  
     valuing these holdings precisely             attractive yields or potential               15% of net assets in illiquid      
                                                  growth than comparable widely                holdings                           
o    The fund could be unable to sell             traded securities                                                               
     these holdings at the time or price                                                  o    To maintain adequate liquidity to  
     it desires                                                                                meet redemptions, the fund may hold
                                                                                               investment-grade short-term        
                                                                                               securities (including repurchase   
                                                                                               agreements) and, for temporary or  
                                                                                               extraordinary purposes, may borrow 
                                                                                               from banks up to 33 1/3% of its    
                                                                                               assets                             
- ------------------------------------------------------------------------------------------------------------------------------------
When-issued and delayed 
delivery securities
    

o    When the fund buys securities           o    The fund can take advantage of          o    The fund uses segregated accounts 
     before issue or for delayed                  attractive transaction                       to offset leverage risk           
     delivery, it could be exposed to             opportunities                           
     leverage risk if it does not use        
     segregated accounts
- ------------------------------------------------------------------------------------------------------------------------------------
Short-term trading
   
o    Increased trading would raise the       o    The fund could realize gains in a       o    The fund anticipates a portfolio   
     fund's brokerage and related costs           short period of time                         turnover rate of approximately 100%
                                                                                                                                  
o    Increased short-term capital gains      o    The fund could protect against          o    The fund generally avoids          
     distributions would raise                    losses if a stock is overvalued and          short-term trading, except to take 
     shareholders' income tax liability           its value later falls                        advantage of attractive or         
                                                                                               unexpected opportunities or to meet
                                                                                               demands generated by shareholder   
                                                                                               activity                           
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                            |
                                                               FUND DETAILS | 11
                                                                            |
<PAGE>
 
================================================================================






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   |
12 |
   |
<PAGE>
 
================================================================================






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                                                                            |
                                                                            | 13
                                                                            |
<PAGE>
 
================================================================================
FOR MORE INFORMATION
================================================================================

For investors who want more information on the fund, the following documents are
available free upon request:

Annual/Semi-annual Reports Contain financial statements, performance data,
information on portfolio holdings, and a written analysis of market conditions
and fund performance for the fund's most recently completed fiscal year or
half-year.

Statement of Additional Information (SAI) Provides a fuller technical and legal
description of the fund's policies, investment restrictions, and business
structure. This prospectus incorporates the SAI by reference.

   
Copies of the current versions of these documents, along with other information
about the fund, may be obtained by contacting:
    

J.P. Morgan Institutional U.S. Small Company Fund
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

Telephone:  1-800-766-7722

Hearing impaired:  1-888-468-4015

Email:  [email protected]

   
Text-only versions of these documents and this prospectus are available, upon
payment of a duplicting fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. The
fund's investment company and 1933 Act registration numbers are 811-07342 and
033-54642.
    


J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

The J.P. Morgan Institutional Funds combine a heritage of integrity and
financial leadership with comprehensive, sophisticated analysis and management
techniques. Drawing on J.P. Morgan's extensive experience and depth as an
investment manager, the J.P. Morgan Institutional Funds offer a broad array of
distinctive opportunities for mutual fund investors.


[LOGO] JPMorgan
================================================================================
       J.P. Morgan Institutional Funds

   
       Advisor                                       Distributor
       J.P. Morgan Investment Managment Inc.         Funds Distributor, Inc.
       522 Fifth Avenue                              60 State Street
       New York, NY 10036                            Boston, MA 02109
       1-800-766-7722                                1-800-221-7930
    


                                                                    PROS384-9810
<PAGE>
 
   
- --------------------------------------------------------------------------------
                                                                    |
                                                    OCTOBER 1, 1998 | Prospectus
                                                                    |
================================================================================
    

J.P. MORGAN INSTITUTIONAL
U.S. EQUITY FUND







                                       =========================================
                                       Seeking to outperform the market in which
                                       it invests over the long term through a
                                       disciplined management approach





This prospectus contains essential information for anyone investing in the fund.
Please read it carefully and keep it for reference.

Shares in the fund are not bank deposits and are not guaranteed or insured by
any bank, government entity, or the FDIC.

As with all mutual funds, the fact that these shares are registered with the
Securities and Exchange Commission does not mean that the commission approves
them as an investment or guarantees that the information in this prospectus is
correct or adequate. It is a criminal offense for anyone to state or suggest
otherwise.

                                                  [LOGO] JPMorgan


Distributed by Funds Distributor, Inc.
<PAGE>
 
CONTENTS
<TABLE>
====================================================================================================================================

<S>                                                   <C>
                                            2 |       U.S. EQUITY MANAGEMENT APPROACH

                                                      U.S. equity investment process .............................................2


                                            4 |       J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND


                                                      Fund description ...........................................................4
          The fund's goal, investment approach,
              risks, expenses, performance, and       Investor expenses ..........................................................4
                           financial highlights
                                                      Performance ................................................................5

                                                      Financial highlights .......................................................5


                                            6 |       YOUR INVESTMENT


                                                      Investing through a financial professional .................................6
     Investing in the J.P. Morgan Institutional
                               U.S. Equity Fund       Investing through an employer-sponsored retirement plan ....................6

                                                      Investing through an IRA or Rollover IRA ...................................6

                                                      Investing directly .........................................................6

                                                      Opening your account .......................................................6

                                                      Adding to your account .....................................................6

                                                      Selling shares .............................................................7

                                                      Account and transaction policies ...........................................7

                                                      Dividends and distributions ................................................8

                                                      Tax considerations .........................................................8


                                            9 |       FUND DETAILS


                                                      Master/feeder structure ....................................................9
                 More about risk and the fund's
                            business operations       Management and administration ..............................................9

                                                      Risk and reward elements ..................................................10




                                                      FOR MORE INFORMATION ...............................................back cover
</TABLE>
<PAGE>
 
INTRODUCTION
================================================================================

J.P. MORGAN INSTITUTIONAL U.S.EQUITY FUND

This fund invests primarily in U.S. stocks by investing through a master
portfolio (another fund with the same goal). As a shareholder, you should
anticipate risks and rewards beyond those of a typical bond fund or a typical
balanced fund.

WHO MAY WANT TO INVEST

The fund is designed for investors who:

o    are pursuing a long-term goal such as retirement

o    want to add an investment with growth potential to further diversify a
     portfolio

o    want a fund that seeks to outperform the market in which it invests over
     the long term 

The fund is not designed for investors who:

o    want a fund that pursues market trends or focuses only on particular
     industries or sectors

o    require regular income or stability of principal

o    are pursuing a short-term goal or investing emergency reserves


J.P. MORGAN

   
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $275 billion in assets under management,
including assets managed by the fund's advisor, J.P. Morgan Investment
Management Inc.
    



=========================================
Before you invest

Investors considering the fund should
understand that:

o    The value of the fund's shares will
     fluctuate over time. You could lose
     money if you sell when the fund's
     share price is lower than when you
     invested.

o    There is no assurance that the fund 
     will meet its investment goal.

o    Future returns will not necessarily
     resemble past performance.
- -----------------------------------------

                                                                             |
                                                                             | 1
                                                                             |
<PAGE>
 
U.S. EQUITY MANAGEMENT APPROACH
================================================================================

                                           The J.P. Morgan Institutional U.S.
                                           Equity Fund invests primarily in U.S.
                                           stocks.

                                           The fund's investment philosophy,
                                           developed by its advisor, focuses on
                                           stock picking while largely avoiding
                                           sector or market-timing strategies.
                                           Also, under normal market conditions,
                                           the fund will remain fully invested.


                                           U.S. EQUITY INVESTMENT PROCESS

                                           In managing the fund, J.P. Morgan
                                           employs a three-step process:

                                           Research J.P. Morgan takes an
                                           in-depth look at company prospects
                                           over a relatively long period --
                                           often as much as five years -- rather
                               [GRAPHIC]   than focusing on near-term
                                           expectations. This approach is
J.P. Morgan analysts develop proprietary   designed to provide insight into a
                    fundamental research   company's real growth potential. J.P.
                                           Morgan's in-house research is
                                           developed by an extensive worldwide
                                           network of over 120 career analysts.
                                           The team of analysts dedicated to
                                           U.S. equities includes more than 20
                                           members, with an average of over ten
                                           years of experience.

                                           Valuation The research findings allow
                                           J.P. Morgan to rank the companies in
                                           each industry group according to
                                           their relative value. The greater a
                                           company's estimated worth compared to
                               [GRAPHIC]   the current market price of its
                                           stock, the more undervalued the
      Stocks in each industry are ranked   company. The valuation rankings are
                 with the help of models   produced with the help of a variety
                                           of models that quantify the research
                                           team's findings.

                                           Stock selection The fund buys and
                                           sells stocks according to its own
                                           policies, using the research and
                                           valuation rankings as a basis. In
                                           general, the management team buys
                                           stocks that are identified as
                                [GRAPHIC]  undervalued and considers selling
                                           them when they appear overvalued.
          Using research and valuations,   Along with attractive valuation, the
              the fund's management team   fund's managers often consider a
             chooses stocks for its fund   number of other criteria:

                                           o    catalysts that could trigger a
                                                rise in a stock's price

                                           o    high potential reward compared
                                                to potential risk

                                           o    temporary mispricings caused by
                                                market overreactions


  |
2 | U.S. EQUITY MANAGEMENT APPROACH
  |
<PAGE>
 
================================================================================
















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                                                                             |
                                                                             | 3
                                                                             |
<PAGE>
 
J.P. MORGAN INSTITUTIONAL
U.S. EQUITY FUND                  | TICKER SYMBOL: JMUEX
================================================================================
                                    REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
                                    (J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND)

[GRAPHIC]  GOAL

   
     The fund's goal is to provide high total return from a portfolio of
selected equity securities. This goal can be changed without shareholder
approval.
    


[GRAPHIC]  INVESTMENT APPROACH

     The fund invests primarily in large- and medium-capitalization U.S.
companies. Industry by industry, the fund's weightings are similar to those of
the Standard & Poor's 500 Stock Index (S&P 500). The fund can moderately
underweight or overweight industries when it believes it will benefit
performance.

Within each industry, the fund focuses on those stocks that are ranked as most
undervalued according to the investment process described on page 2. The fund
generally considers selling stocks that appear overvalued.


[GRAPHIC]  POTENTIAL RISKS AND REWARDS

     The value of your investment in the fund will fluctuate in response to
movements in the stock market. Fund performance will also depend on the
effectiveness of J.P. Morgan's research and the management team's stock picking
decisions.

By emphasizing undervalued stocks, the fund has the potential to produce returns
that exceed those of the S&P 500. At the same time, by controlling the industry
weightings of the fund so they can differ only moderately from the industry
weightings of the S&P 500, the fund seeks to limit its volatility to that of the
overall market, as represented by this index.

The fund's securities are described in more detail on page 10, along with their
main risks, which may cause the fund's share price to decline, and the fund's
strategies to reduce these risks.

PORTFOLIO MANAGEMENT

   
The fund's assets are managed by J.P. Morgan, which currently manages over $275
billion, including more than $12.5 billion using the same strategy as the fund.

The portfolio management team is led by William M. Riegel, Jr., managing
director, who has been on the team since 1993 and has been at J.P. Morgan since
1979, and Henry D. Cavanna, managing director, who joined the team in February
of 1998, and has been at J.P. Morgan since 1971. Both served as managers of U.S.
equity portfolios prior to managing the fund.
    



================================================================================

INVESTOR EXPENSES

The current expenses you should expect to pay as an investor in the fund are
shown at right. The fund has no sales, redemption, exchange, or account fees,
although some institutions may charge you a fee for shares you buy through them.
The annual fund expenses shown are deducted from fund assets prior to
performance calculations.

Footnotes for this section are shown on next page


<TABLE>
<CAPTION>
================================================================================
Annual fund operating expenses(1)                                             %
================================================================================
<S>                                                                         <C> 
Management fees (actual)                                                    0.40

Marketing (12b-1) fees                                                      none

   
Other expenses(2)
(after reimbursement)                                                       0.20
================================================================================
Total operating expenses(2)
(after reimbursement)                                                       0.60
- --------------------------------------------------------------------------------
</TABLE>
    


<TABLE>
<CAPTION>
================================================================================
Expense example
================================================================================

The example below uses the same assumptions as other fund prospectuses: $1,000
initial investment, 5% annual total return, expenses unchanged, all shares sold
at the end of each time period. The example is for comparison only; the fund's
actual return and expenses will be different.
- --------------------------------------------------------------------------------
                                       1 yr.      3 yrs.      5 yrs.     10 yrs.
<S>                                     <C>        <C>         <C>         <C>
Your cost($)                            6          19          33          75
- --------------------------------------------------------------------------------
</TABLE>

  |
4 | J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND
  |
<PAGE>
    
<TABLE>
<CAPTION>
====================================================================================================================================

PERFORMANCE (unaudited)

==================================
Average annual total (%)               Shows performance over time, for periods ended December 31, 1997
==================================--------------------------------------------------------------------------------------------------
                                                                                   1 yr.      5 yrs.     10 yrs.  Since Inception(3)
<S>                                                                                <C>        <C>         <C>          <C>  
J.P. Morgan Institutional U.S. Equity Fund(3) (after expenses)                     28.58      18.04       17.65        16.39
- ------------------------------------------------------------------------------------------------------------------------------------
S&P 500(4) (no expenses)                                                           33.36      20.27       18.05        17.34
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
==================================
Year-by-year total return (%)          Shows changes in returns by calendar year
==================================--------------------------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                                  1988    1989     1990    1991     1992    1993      1994     1995    1996    1997

<S>                                               <C>     <C>      <C>     <C>      <C>     <C>        <C>     <C>     <C>     <C>  
J.P. Morgan Institutional U.S. Equity Fund        14.12   31.43    1.38    34.12    8.73    11.06    (O.32)    32.83   21.22   28.58
- ------------------------------------------------------------------------------------------------------------------------------------
S&P 500(4)                                        16.61   31.69   (3.11)   30.47    7.62    10.08     1.32     37.58   22.96   33.36
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
====================================================================================================================================
FINANCIAL HIGHLIGHTS

==================================
Per-share data                         For fiscal periods ended May 31
==================================--------------------------------------------------------------------------------------------------

                                                            1994(3)           1995            1996            1997            1998
<S>                                                         <C>               <C>             <C>             <C>             <C>
Net asset value, beginning of period ($)                    10.00             10.92           12.10           14.00           15.66
- -----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
   Net investment income ($)                                 0.08              0.18            0.27            0.17            0.15
   Net realized and unrealized gain (loss)
   on investments ($)                                        0.88              1.42            2.66            3.02            3.81
- -----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                         0.96              1.60            2.93            3.19            3.96
- -----------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
   Net investment income ($)                                (0.04)            (0.14)          (0.20)          (0.25)          (0.18)
   Net realized gains ($)                                    --               (0.28)          (0.83)          (1.28)          (2.71)
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions ($)                                     (0.04)            (0.42)          (1.03)          (1.53)          (2.89)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                          10.92             12.10           14.00           15.66           16.73
- -----------------------------------------------------------------------------------------------------------------------------------

==================================
Ratios and supplemental data
==================================-------------------------------------------------------------------------------------------------
Total return (%)                                             9.61(5)          15.40           25.43           25.21           28.53
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                    47,473           172,497         221,368         329,776         378,988
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Expenses (%)                                                 0.60(6)           0.60            0.60            0.60            0.60
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                    1.74(6)           2.07            2.08            1.33            0.89
- -----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%)                           1.03(6)           0.71            0.62            0.65            0.63
- -----------------------------------------------------------------------------------------------------------------------------------

The Financial Highlights above have been audited by PricewaterhouseCoopers LLP,
the fund's independent accountants.
</TABLE>

(1)  The fund has a master/feeder structure as described on page 9. This table
     shows the fund's expenses and its share of master portfolio expenses for
     the past fiscal year, expressed as a percentage of the fund's average net
     assets and reflecting reimbursement for ordinary expenses over 0.60%.

(2)  Without reimbursement, other expenses and total operating expenses would
     have been 0.23% and 0.63%, respectively. This reimbursement arrangement can
     be changed or terminated at any time at the option of J.P. Morgan.

(3)  The fund commenced operations on 7/19/93 and commenced public investment
     operations on 9/17/93 and returns reflect performance of The Pierpont
     Equity Fund, the fund's predecessor, prior to that date. The Pierpont
     Equity Fund commenced operations on 6/27/85 and performance is calculated
     as of 6/30/85.

(4)  The S&P500 is an unmanaged index of U.S. stocks widely used as a measure of
     overall stock market performance.

(5)  Not annualized.

(6)  Annualized.
    


                                                                             |
                                  J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND | 5
                                                                             |
<PAGE>
 
YOUR INVESTMENT
================================================================================

   
For your convenience, the J.P. Morgan Institutional Funds offer several ways to
start and add to fund investments.
    


INVESTING THROUGH A FINANCIAL PROFESSIONAL

If you work with a financial professional, either at J.P. Morgan or elsewhere,
he or she is prepared to handle your planning and transaction needs. Your
financial professional will be able to assist you in establishing your fund
account, executing transactions, and monitoring your investment. If your fund
investment is not held in the name of your financial professional and you prefer
to place a transaction order yourself, please use the instructions for investing
directly.

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN

Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA

Please contact a J.P. Morgan Retirement Services Specialist at 1-888-576-4472
for information on J.P. Morgan's comprehensive IRA services, including lower
minimum investments.

INVESTING DIRECTLY

Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

o    Determine the amount you are investing. The minimum amount for initial
     investments in the fund is $3,000,000 and for additional investments
     $25,000, although these minimums may be less for some investors. For more
     information on minimum investments, call 1-800-766-7722.

o    Complete the application, indicating how much of your investment you want
     to allocate to which fund(s). Please apply now for any account privileges
     you may want to use in the future, in order to avoid the delays associated
     with adding them later on.

o    Mail in your application, making your initial investment as shown at right.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-766-7722.

OPENING YOUR ACCOUNT

     By wire

o    Mail your completed application to the Shareholder Services Agent.

o    Call the Shareholder Services Agent to obtain an account number and to
     place a purchase order. Funds that are wired without a purchase order will
     be returned uninvested.

o    After placing your purchase order, instruct your bank to wire the amount of
     your investment to:

     Morgan Guaranty Trust Company of New York
     Routing number: 021-000-238
     Credit: J.P. Morgan Institutional Funds
     Account number: 001-57-689
     FFC: your account number, name of registered owner(s) and fund name

     By check

o    Make out a check for the investment amount payable to J.P. Morgan
     Institutional Funds.

o    Mail the check with your completed application to the Shareholder Services
     Agent.

     By exchange

   
o    Call the Shareholder Services Agent to effect an exchange.
    

ADDING TO YOUR ACCOUNT

     By wire

o    Call the Shareholder Services Agent to place a purchase order. Funds that
     are wired without a purchase order will be returned uninvested.

o    Once you have placed your purchase order, instruct your bank to wire the
     amount of your investment as described above.

     By check

o    Make out a check for the investment amount payable to J.P. Morgan
     Institutional Funds.

o    Mail the check with a completed investment slip to the Shareholder Services
     Agent. If you do not have an investment slip, attach a note indicating your
     account number and how much you wish to invest in which fund(s).

     By exchange

   
o    Call the Shareholder Services Agent to effect an exchange.
    



  |
6 |  YOUR INVESTMENT
  |
<PAGE>
 
================================================================================

   
SELLING SHARES
    

     By phone - wire payment

o    Call the Shareholder Services Agent to verify that the wire redemption
     privilege is in place on your account. If it is not, a representative can
     help you add it.

o    Place your wire request. If you are transferring money to a non-Morgan
     account, you will need to provide the representative with the personal
     identification number (PIN) that was provided to you when you opened your
     fund account.

   
     By phone - check payment
    

o    Call the Shareholder Services Agent and place your request. Once your
     request has been verified, a check for the net amount, payable to the
     registered owner(s), will be mailed to the address of record. For checks
     payable to any other party or mailed to any other address, please make your
     request in writing (see below).

     In writing

o    Write a letter of instruction that includes the following information: The
     name of the registered owner(s) of the account; the account number; the
     fund name; the amount you want to sell; and the recipient's name and
     address or wire information, if different from those of the account
     registration.

o    Indicate whether you want the proceeds sent by check or by wire.

o    Make sure the letter is signed by an authorized party. The Shareholder
     Services Agent may require additional information, such as a signature
     guarantee.

o    Mail the letter to the Shareholder Services Agent.

     By exchange

   
o    Call the Shareholder Services Agent to effect an exchange.
    

ACCOUNT AND TRANSACTION POLICIES

Telephone orders The fund accepts telephone orders from all shareholders. To
guard against fraud, the fund requires shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if the fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

Exchanges You may exchange shares in this fund for shares in any other J.P.
Morgan Institutional or J.P. Morgan mutual fund at no charge (subject to the
securities laws of your state). When making exchanges, it is important to
observe any applicable minimums. Keep in mind that for tax purposes an exchange
is considered a sale.

   
The fund may alter, limit, or suspend its exchange policy at any time.

Business hours and NAV calculations The fund's regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). The fund calculates
its net asset value per share (NAV) every business day as of the close of
trading on the NYSE (normally 4:00 p.m. eastern time). The fund's securities are
typically priced using market quotes or pricing services.  When these methods
are not available or do not represent a security's value at the time of pricing,
the security is valued in accordance with the fund's fair valuation procedures.

Timing of orders Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until the
close of trading on the NYSE every business day and are executed the same day,
at that day's NAV. The fund has the right to suspend redemption of shares and to
postpone payment of proceeds for up to seven days or as permitted by law.
    


================================================================================

                            Shareholder Services Agent
                            J.P. Morgan Funds Services
                            522 Fifth Avenue
                            New York, NY 10036
                            1-800-766-7722


                            Representatives are available 8:00 a.m. to 5:00 p.m.
                            eastern time on fund business days.


                                                                             |
                                                             YOUR INVESTMENT | 7
                                                                             |
<PAGE>
 
================================================================================

   
Timing of settlements When you buy shares, you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you sell shares, proceeds are generally available the day following execution
and will be forwarded according to your instructions.
    

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

   
Statements and reports The fund sends monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months the fund sends out an annual or semi-annual report containing
information on the fund's holdings and a discussion of recent and anticipated
market conditions and fund performance.

Accounts with below-minimum balances If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), the fund reserves the right to request that you buy more shares or
close your account. If your account balance is still below the minimum 60 days
after notification, the fund reserves the right to close out your account and
send the proceeds to the address of record.
    

DIVIDENDS AND DISTRIBUTIONS

The fund typically pays income dividends four times a year and makes capital
gains distributions, if any, once per year (usually in August). However, the
fund may make more or fewer payments in a given year, depending on its
investment results and its tax compliance situation. These dividends and
distributions consist of most or all of the fund's net investment income and net
realized capital gains.

   
Dividends and distributions are reinvested in additional fund shares.
Alternatively, you may instruct your financial professional or J.P. Morgan Funds
Services to have them sent to you by check, credited to a separate account, or
invested in another J.P. Morgan Institutional Fund.
    

TAX CONSIDERATIONS

   
In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities for taxable accounts:
    

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Transaction                        Tax status
- --------------------------------------------------------------------------------
<S>                                <C>
Income dividends                   Ordinary income

Short-term capital gains           Ordinary income
distributions

Long-term capital gains            Capital gains
distributions

Sales or exchanges of shares       Capital gains or losses
owned for more than one year

Sales or exchanges of shares       Gains are treated as ordinary
owned for one year or less         income; losses are subject
                                   to special rules
- --------------------------------------------------------------------------------
</TABLE>

Because long-term capital gains distributions are taxable as capital gains
regardless of how long you have owned your shares, you may want to avoid making
a substantial investment when the fund is about to declare a long-term capital
gains distribution.

Every January, the fund issues tax information on its distributions for the
previous year.

Any investor for whom the fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.


  |
8 | YOUR INVESTMENT
  |
<PAGE>
 
FUND DETAILS
================================================================================

MASTER/FEEDER STRUCTURE

As noted earlier, the fund is a "feeder" fund that invests in a master
portfolio. (Except where indicated, this prospectus uses the term "the fund" to
mean the feeder fund and its master portfolio taken together.)

   
The master portfolio accepts investments from other feeder funds, and the
feeders bear the master portfolio's expenses in proportion to their assets.
However, each feeder can set its own transaction minimums, fund-specific
expenses, and other conditions. This means that one feeder could offer access to
the same master portfolio on more attractive terms, or could experience better
performance, than another feeder. Information about other feeders is available
by calling 1-800-766-7722. Generally, when the master portfolio seeks a vote,
the fund will hold a shareholder meeting and cast its vote proportionately, as
instructed by its shareholders. Fund shareholders are entitled to one full or
fractional vote for each dollar or fraction of a dollar invested.
    

The fund and its master portfolio expect to maintain consistent goals, but if
they do not, the fund will withdraw from the master portfolio, receiving its
assets either in cash or securities. The fund's trustees would then consider
whether the fund should hire its own investment adviser, invest in a different
master portfolio, or take other action.

MANAGEMENT AND ADMINISTRATION

   
The fund and its master portfolio are governed by the same trustees. The
trustees are responsible for overseeing all business activities. The trustees
are assisted by Pierpont Group, Inc., which they own and operate on a cost
basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with J.P. Morgan, provides fund
officers. J.P. Morgan, as co-administrator, oversees the fund's other service
providers.
    

J.P. Morgan, subject to the expense reimbursements described earlier in this
prospectus, receives the following fees for investment advisory and other
services:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
 Advisory services             0.40% of the master
                               portfolio's average net assets
- --------------------------------------------------------------------------------
<S>                            <C>                
 Administrative services       Master portfolio's and fund's
 (fee shared with Funds        pro-rata portions of 0.09% of
 Distributor, Inc.)            the first $7 billion in
                               J.P. Morgan-advised portfolios,
                               plus 0.04% of average net
                               assets over $7 billion
- --------------------------------------------------------------------------------
 Shareholder services          0.10% of the fund's average
                               net assets
- --------------------------------------------------------------------------------
</TABLE>

J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in the fund.

   
Year 2000 Fund operations and shareholders could be adversely affected if the
computer systems used by J.P. Morgan, the fund's other service providers and
other entities with computer systems linked to the fund do not properly process
and calculate January 1, 2000 and after date-related information. J.P. Morgan is
working to avoid these problems and to obtain assurances from other service
providers that they are taking similar steps. However, it is not certain that
these actions will be sufficient to prevent these problems from adversely
impacting fund operations and shareholders. In addition, to the extent that
operations of issuers of securities held by the fund are impaired by
date-related problems or prices of securities decline as a result of real or
perceived date-related problems of issuers held by the fund or generally, the
net asset value of the fund will decline.
    


                                                                             |
                                                                FUND DETAILS | 9
                                                                             |
<PAGE>
 
================================================================================

RISK AND REWARD ELEMENTS

This table discusses the main elements that make up the fund's overall risk and
reward characteristics (described on page 3). It also outlines the fund's
policies toward various securities, including those that are designed to help
the fund manage risk.


<TABLE>
<CAPTION>
====================================================================================================================================
Potential risks                              Potential rewards                            Policies to balance risk and reward
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                          <C>
Market conditions                            

   
o    The fund's share price and              o    Stocks have generally outperformed      o    Under normal circumstances the fund  
     performance will fluctuate in                more stable investments (such as             plans to remain fully invested,      
     response to stock market movements           bonds and cash equivalents) over             with at least 65% in stocks; stock   
                                                  the long term                                investments may include U.S. and     
o    Adverse market conditions may from                                                        foreign common stocks, convertible   
     time to time cause the fund to take                                                       securities, preferred stocks, trust  
     temporary defensive positions that                                                        or partnership interests, warrants,  
     are inconsistent with its principal                                                       rights, and investment company       
     investment strategies and may                                                             securities                           
     hinder the fund from achieving its                                                                                             
     investment objective                                                                 o    The fund seeks to limit risk         
                                                                                               through diversification              
    
                                              
                                                                                          o    During severe market downturns, the  
                                                                                               fund has the option of investing up  
                                                                                               to 100% of assets in investment-grade
                                                                                               short-term securities        
- ------------------------------------------------------------------------------------------------------------------------------------
Management choices                                                                     
                                                                                       
o    The fund could underperform its         o    The fund could outperform its           o    J.P. Morgan focuses its active     
     benchmark due to its securities and          benchmark due to these same choices          management on securities selection,
     asset allocation choices                                                                  the area where it believes its     
                                                                                               commitment to research can most    
                                                                                               enhance returns                    
- ------------------------------------------------------------------------------------------------------------------------------------
Foreign investments                                                                    
                                                                                       
   
o    Currency exchange rate movements        o    Favorable exchange rate movements       o    The fund anticipates that its total  
     could reduce gains or create losses          could generate gains or reduce               foreign investments will not exceed  
                                                  losses                                       20% of assets.                       
o    The fund could lose money because                                                                                              
     of foreign government actions,          o    Foreign investments, which              o    The fund actively manages the        
     political instability, or lack of            represent a major portion of the             currency exposure of its foreign     
     adequate and accurate information            world's securities, offer                    investments relative to its          
                                                  attractive potential performance             benchmark, and may hedge back into   
                                                  and opportunities for                        the U.S. dollar from time to time    
                                                  diversification                              (see also "Derivatives")             
- ------------------------------------------------------------------------------------------------------------------------------------
Derivatives                                                                               
                                                                                          
o    Derivatives such as futures,            o    Hedges that correlate well with         o    The fund uses derivatives for        
     options, swaps and forward foreign           underlying positions can reduce or           hedging and for risk management      
     currency contracts that are used             eliminate losses at low cost                 (i.e., to establish or adjust        
     for hedging the portfolio or                                                              exposure to particular securities,   
     specific securities may not fully       o    The fund could make money and                markets or currencies); risk         
     offset the underlying positions(1)           protect against losses if                    management may include management    
                                                  management's analysis proves                 of the fund's exposure relative to   
o    Derivatives used for risk                    correct                                      its benchmark                        
     management may not have the                                                                                                    
     intended effects and may result in      o    Derivatives that involve leverage       o    The fund only establishes hedges     
     losses or missed opportunities               could generate substantial gains at          that it expects will be highly       
                                                  low cost                                     correlated with underlying           
o    The counterparty to a derivatives                                                         positions                            
     contract could default                                                                                                         
                                                                                          o    While the fund may use derivatives   
o    Derivatives that involve leverage                                                         that incidentally involve leverage,  
     could magnify losses                                                                      it does not use them for the         
                                                                                               specific purpose of leveraging the   
                                                                                               portfolio      
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  A futures contract is an agreement to buy or sell a set quantity of an
     underlying instrument at a future date, or to make or receive a cash
     payment based on changes in the value of a securities index. An option is
     the right to buy or sell a set quantity of an underlying instrument at
     pre-determined price.  A swap is a privately negotiated agreement to
     exchange one stream of payments for another.  A forward foreign currency 
     contract is an obligation to buy or sell a given currency on a future date 
     and at a set price.
    

   |
10 | FUND DETAILS
   |
<PAGE>
 
<TABLE>
<CAPTION>
====================================================================================================================================
Potential risks                              Potential rewards                            Policies to balance risk and reward
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                          <C>
Illiquid holdings

   
o    The fund could have difficulty          o    These holdings may offer more           o    The fund may not invest more than  
     valuing these holdings precisely             attractive yields or potential               15% of net assets in illiquid      
                                                  growth than comparable widely                holdings                           
o    The fund could be unable to sell             traded securities                                                               
     these holdings at the time or price                                                  o    To maintain adequate liquidity to  
     it desires                                                                                meet redemptions, the fund may hold
                                                                                               investment-grade short-term        
                                                                                               securities (including repurchase   
                                                                                               agreements) and, for temporary or  
                                                                                               extraordinary purposes, may borrow 
                                                                                               from banks up to 33 1/3% of its    
                                                                                               assets                             
- ------------------------------------------------------------------------------------------------------------------------------------
When-issued and delayed 
delivery securities
    

o    When the fund buys securities           o    The fund can take advantage of          o    The fund uses segregated accounts 
     before issue or for delayed                  attractive transaction                       to offset leverage risk           
     delivery, it could be exposed to             opportunities                           
     leverage risk if it does not use        
     segregated accounts
- ------------------------------------------------------------------------------------------------------------------------------------
Short-term trading
   
o    Increased trading would raise the       o    The fund could realize gains in a       o    The fund anticipates a portfolio   
     fund's brokerage and related costs           short period of time                         turnover rate of approximately 100%
                                                                                                                                  
o    Increased short-term capital gains      o    The fund could protect against          o    The fund generally avoids          
     distributions would raise                    losses if a stock is overvalued and          short-term trading, except to take 
     shareholders' income tax liability           its value later falls                        advantage of attractive or         
                                                                                               unexpected opportunities or to meet
                                                                                               demands generated by shareholder   
                                                                                               activity                           
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                            |
                                                               FUND DETAILS | 11
                                                                            |
<PAGE>
 
================================================================================






                     (THIS PAGE IS INTENTIONALLY LEFT BLANK)






   |
12 |
   |
<PAGE>
 
================================================================================






                     (THIS PAGE IS INTENTIONALLY LEFT BLANK)




                                                                            |
                                                                            | 13
                                                                            |
<PAGE>
 
================================================================================
FOR MORE INFORMATION
================================================================================

For investors who want more information on the fund, the following documents are
available free upon request:

Annual/Semi-annual Reports Contain financial statements, performance data,
information on portfolio holdings, and a written analysis of market conditions
and fund performance for the fund's most recently completed fiscal year or
half-year.

Statement of Additional Information (SAI) Provides a fuller technical and legal
description of the fund's policies, investment restrictions, and business
structure. This prospectus incorporates the SAI by reference.

   
Copies of the current versions of these documents, along with other information
about the fund, may be obtained by contacting:
    

J.P. Morgan Institutional U.S. Equity Fund
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

Telephone:  1-800-766-7722

Hearing impaired:  1-888-468-4015

Email:  [email protected]

   
Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. The
fund's investment company and 1933 Act registration numbers are 811-07342 and
033-54642.
    


J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

The J.P. Morgan Institutional Funds combine a heritage of integrity and
financial leadership with comprehensive, sophisticated analysis and management
techniques. Drawing on J.P. Morgan's extensive experience and depth as an
investment manager, the J.P. Morgan Institutional Funds offer a broad array of
distinctive opportunities for mutual fund investors.


[LOGO] JPMorgan
================================================================================
       J.P. Morgan Institutional Funds

   
       Advisor                                     Distributor
       J.P. Morgan Investment Management Inc.      Funds Distributor, Inc.
       522 Fifth Avenue                            60 State Street
       New York, NY 10036                          Boston, MA 02109
       1-800-766-7722                              1-800-221-7930
    


                                                                    PROS382-9810


<PAGE>
 
   
- --------------------------------------------------------------------------------
                                                            |
                                            OCTOBER 1, 1998 |  PROSPECTUS
                                                            |
================================================================================
    

J.P. MORGAN INSTITUTIONAL
DISCIPLINED EQUITY FUND







                                             ===================================
                                             Seeking to outperform the market in
                                             which it invests over the long term
                                             through a disciplined management 
                                             approach





This prospectus contains essential information for anyone investing in the fund.
Please read it carefully and keep it for reference.

Shares in the fund are not bank deposits and are not guaranteed or insured by
any bank, government entity, or the FDIC.

As with all mutual funds, the fact that these shares are registered with the
Securities and Exchange Commission does not mean that the commission approves
them as an investment or guarantees that the information in this prospectus is
correct or adequate. It is a criminal offense for anyone to state or suggest
otherwise.

                                                  [LOGO] JPMorgan          

Distributed by Funds Distributor, Inc.
<PAGE>
 
CONTENTS
<TABLE>
====================================================================================================================================

<S>                                      <C>                                    
                                  2 |    U.S. EQUITY MANAGEMENT APPROACH

                                         U.S. equity investment process ...........................................................2


                                  4 |    J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND
                                                                                                                            
The fund's goal, investment approach,    Fund description .........................................................................3
         risks, expenses, performance
             and financial highlights    Investor expenses ........................................................................3
                                                                                                                            
                                         Performance ..............................................................................4

                                         Financial highlights......................................................................5
                                                                                                                            


                                  6 |    YOUR INVESTMENT                                                                    
                                                                                                                            
         Investing in the J.P. Morgan    Investing through a financial professional ...............................................6
            Institutional Disciplined
                          Equity Fund    Investing through an employer-sponsored retirement plan ..................................6
                                                                                                                            
                                         Investing through an IRA or Rollover IRA .................................................6
                                                                                                                               
                                         Investing directly .......................................................................6
                                                                                                                            
                                         Opening your account .....................................................................6
                                                                                                                            
                                         Adding to your account ...................................................................6
                                                                                                                            
                                         Selling shares ...........................................................................7
                                                                                                                            
                                         Account and transaction policies .........................................................7
                                                                                                                            
                                         Dividends and distributions ..............................................................8
                                                                                                                            
                                         Tax considerations .......................................................................8


                                  9 |    FUND DETAILS                                                                       
                                                                                                                            
       More about risk and the fund's    Master/feeder structure ..................................................................9
                  business operations                                                                                       
                                         Management and administration ............................................................9
                                                                                                                            
                                         Risk and reward elements ................................................................10


                                         FOR MORE INFORMATION ............................................................back cover
</TABLE>
<PAGE>
 
INTRODUCTION
================================================================================

J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND

This fund invests primarily in U.S. stocks by investing through a master
portfolio (another fund with the same goal). As a shareholder, you should
anticipate risks and rewards beyond those of a typical bond fund or a typical
balanced fund.

WHO MAY WANT TO INVEST 

The fund is designed for investors who:

o    are pursuing a long-term goal such as retirement

o    want to add an investment with growth potential to further diversify a
     portfolio

o    want a fund that seeks to outperform the market in which it invests over
     the long term

The fund is not designed for investors who:

o    want a fund that pursues market trends or focuses only on particular
     industries or sectors

o    require regular income or stability of principal

o    are pursuing a short-term goal or investing emergency reserves

J.P. MORGAN

   
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $275 billion in assets under management,
including assets managed by the fund's advisor, J.P. Morgan Investment
Management Inc.
    

========================================
Before you invest

Investors considering the fund should
understand that:

o    The value of the fund's shares will
     fluctuate over time. You could lose
     money if you sell when the fund's
     share price is lower than when you
     invested.

o    There is no assurance that the fund
     will meet its investment goal.

o    Future returns will not necessarily
     resemble past performance.
- ----------------------------------------

                                                                             |
                                                                             | 1
                                                                             |
<PAGE>
 
U.S. EQUITY MANAGEMENT APPROACH
================================================================================

                                        The J.P. Morgan Institutional
                                        Disciplined Equity Fund invests
                                        primarily in U.S. stocks.

                                        The fund's investment philosophy,
                                        developed by its advisor, focuses on
                                        stock picking while largely avoiding
                                        sector or market-timing strategies.
                                        Also, under normal market conditions,
                                        the fund will remain fully invested.

                                        U.S. EQUITY INVESTMENT PROCESS

                                        In managing the fund, J.P. Morgan
                                        employs a three-step process:

                         [GRAPHIC]      Research J.P. Morgan takes an in-depth
                                        look at company prospects over a
     J.P. Morgan analysts develop       relatively long period -- often as much
 proprietary fundamental research       as five years -- rather than focusing on
                                        near-term expectations. This approach is
                                        designed to provide insight into a
                                        company's real growth potential. J.P.
                                        Morgan's in-house research is developed
                                        by an extensive worldwide network of
                                        over 120 career analysts. The team of
                                        analysts dedicated to U.S. equities
                                        includes more than 20 members, with an
                                        average of over ten years of experience.

                         [GRAPHIC]      Valuation The research findings allow
                                        J.P. Morgan to rank the companies in
Stocks in each industry are ranked      each industry group according to their
           with the help of models      relative value. The greater a company's
                                        estimated worth compared to the current
                                        market price of its stock, the more
                                        undervalued the company. The valuation
                                        rankings are produced with the help of a
                                        variety of models that quantify the
                                        research team's findings.

                         [GRAPHIC]      Stock selection The fund buys and sells
                                        stocks according to its own policies,
    Using research and valuations,      using the research and valuation
        the fund's management team      rankings as a basis. In general, the
       chooses stocks for its fund      management team buys stocks that are
                                        identified as undervalued and considers
                                        selling them when they appear
                                        overvalued. Along with attractive
                                        valuation, the fund's managers often
                                        consider a number of other criteria:

                                        o  catalysts that could trigger a rise
                                           in a stock's price

                                        o  high potential reward compared to
                                           potential risk

                                        o  temporary mispricings caused by
                                           market overreactions


  |
2 | U.S. EQUITY MANAGEMENT APPROACH
  |
<PAGE>
 
J.P. MORGAN INSTITUTIONAL
DISCIPLINED EQUITY FUND
================================================================================
                                     REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
                             (J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND)


[GRAPHIC] GOAL

   
     The fund's goal is to provide a consistently high total return from a
broadly diversified portfolio of equity securities with risk characteristics
similar to the Standard & Poor's 500 Stock Index (S&P 500). This goal can be
changed without shareholder approval.
    

[GRAPHIC] INVESTMENT APPROACH

   
     The fund invests primarily in large- and medium-capitalization U.S.
companies. Industry by industry, the fund's weightings are similar to those of
the S&P 500. The fund does not look to overweight or underweight industries.
    

Within each industry, the fund modestly overweights stocks that are ranked as
undervalued or fairly valued while modestly underweighting or not holding stocks
that appear overvalued. (The process used to rank stocks according to their
relative valuations is described on page 2.)

[GRAPHIC] POTENTIAL RISKS AND REWARDS

     The value of your investment in the fund will fluctuate in response to
movements in the stock market. Fund performance will also depend on the
effectiveness of J.P. Morgan's research and the management team's stock picking
decisions.

By owning a large number of stocks within the S&P 500, with an emphasis on those
that appear undervalued or fairly valued, and by tracking the industry
weightings of that index, the fund seeks returns that modestly exceed those of
the S&P 500 over the long term with virtually the same level of volatility.

The fund's securities are described in more detail on page 10, along with their
main risks, which may cause the fund's share price to decline, and the fund's
strategies to reduce these risks.

PORTFOLIO MANAGEMENT

   
The fund's assets are managed by J.P. Morgan, which currently manages over $275
billion, including more than $13 billion using the same strategy as the fund.

The portfolio management team is led by James C. Wiess and Timothy J. Devlin,
both vice presidents, who have been on the team since the fund's inception in
January of 1997. Mr. Wiess has been at J.P. Morgan since 1992, and prior to
managing this fund managed other structured equity portfolios for J.P. Morgan.
Mr. Devlin has been at J.P. Morgan since July of 1996, and prior to that time
was an equity portfolio manager at Mitchell Hutchins Asset Management Inc.
    

================================================================================
INVESTOR EXPENSES

The current expenses you should expect to pay as an investor in the fund are
shown at right. The fund has no sales, redemption, exchange, or account fees,
although some institutions may charge you a fee for shares you buy through them.
The annual fund expenses shown are deducted from fund assets prior to
performance calculations.

Footnotes for this section are shown on next page.

<TABLE>
<CAPTION>
================================================================================
Annual fund operating expenses(1)                                           (%)
================================================================================
<S>                                                                        <C> 
Management fees (actual)                                                   0.35

Marketing (12b-1) fees                                                     none

Other expenses(2)
(after reimbursement)                                                      0.10
================================================================================
Total operating expenses(2)
(after reimbursement)                                                      0.45
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
================================================================================
Expense example
================================================================================

The example below uses the same assumptions as other fund prospectuses: $1,000
initial investment, 5% annual total return, expenses unchanged, all shares sold
at the end of each time period. The example is for comparison only; the fund's
actual return and expenses will be different.

- --------------------------------------------------------------------------------
                                      1 yr.     3 yrs.     5 yrs.     10 yrs.
<S>                                     <C>       <C>        <C>        <C>
Your cost($)                            5         14         25         57
- --------------------------------------------------------------------------------
</TABLE>


                                                                             |
                        J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND    | 3
                                                                             |
<PAGE>
   
 
<TABLE>
<CAPTION>
====================================================================================================================================
PERFORMANCE (unaudited)
=================================
Average annual total return (%)        Shows performance over time, for periods ended December 31, 1997
==================================--------------------------------------------------------------------------------------------------

                                                                                          1 yr.          5 yrs.    Since 10/31/89(3)
<S>                                                                                       <C>             <C>      <C>  
J.P. Morgan Institutional Disciplined Equity Fund (after expenses)                         n/a             n/a              n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Private Account Composite (after expense)(4)                                              33.37           20.61            17.63
- ------------------------------------------------------------------------------------------------------------------------------------
S&P 500(5) (no expenses)                                                                  33.36           20.27            16.89
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
=================================
 Total returns (%)                     Shows changes in returns for periods ended December 31, 1997
==================================--------------------------------------------------------------------------------------------------

                          [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                                                                      3 mos.     Since inception(6)
<S>                                                                                    <C>             <C>  
J.P. Morgan Institutional Disciplined Equity Fund                                      2.41            25.79
Private Account Composite(4)                                                           2.26            25.54
S&P 500(5)                                                                             2.87            25.52
</TABLE>

<TABLE>
<CAPTION>
=================================
Year-by-year total return (%)          Shows changes in returns by calendar year
==================================--------------------------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                         1990        1991         1992        1993          1994        1995        1996        1997
<S>                                     <C>         <C>          <C>          <C>           <C>         <C>         <C>        <C>  
Private Account Composite(4)            (2.94)      30.39        11.75        10.20         2.21        37.87       23.26      33.37
- ------------------------------------------------------------------------------------------------------------------------------------
S&P 500(5)                              (3.11)      30.47         7.62        10.08         1.32        37.58       22.96      33.36
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The fund has a master/feeder structure as described on page 9. This table
     shows the fund's expenses and its share of master portfolio expenses for
     the past fiscal year, expressed as a percentage of the fund's average net
     assets and reflecting reimbursement for ordinary expenses over 0.45%.

(2)  Without reimbursement, other expenses and total operating expenses would
     have been 0.37% and 0.72%, respectively. This reimbursement arrangement can
     be changed or terminated at any time at the option of J.P. Morgan.

(3)  The inception date of the Private Account Composite is 10/31/89.

(4)  The performance of the Private Account Composite does not represent the
     fund's performance and should not be interpreted as indicative of the
     fund's future performance. The Composite reflects the historical
     performance of discretionary investment management accounts under the
     management of the fund's advisor with substantially similar objectives and
     policies as the fund. Historical Composite performance information reflects
     the deduction of the fund's total expenses of 0.45%. The performance of
     accounts in the Composite might have been lower if they were subject to the
     extra restrictions imposed on mutual funds. AIMR performance requirements
     went into effect 1/1/93 and prior to that date the Composite may not have
     included all discretionary accounts.

(5)  The S&P 500 is an unmanaged index of U.S. stocks widely used as a measure
     of overall stock market performance. 

(6)  The fund commenced operations on 1/3/97 and performance is calculated as of
     1/31/97.
    

  |
4 | J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND
  |
<PAGE>
 
================================================================================

================================================================================
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
   
=================================
Per-share data                         For fiscal periods ended May 31
- -------------------------------------------------------------------------------
                                                           1997(1)         1998
<S>                                                       <C>             <C>
Net asset value, beginning of period ($)                   10.00          11.47
- -------------------------------------------------------------------------------
Income from investment operations:
   Net investment income ($)                                0.04           0.12
   Net realized and unrealized gain
   on investment ($)                                        1.43           3.62
================================================================================
Total from investment operations ($)                        1.47           3.74
- -------------------------------------------------------------------------------
Less distributions to shareholders from:
   Net investment income ($)                                  --          (0.12)
   Net realized gains (loss) ($)                              --          (0.13)
- -------------------------------------------------------------------------------
Total distributions ($)                                       --          (0.25)
- -------------------------------------------------------------------------------
Net asset value, end of period ($)                         11.47          14.96
- -------------------------------------------------------------------------------

=================================
Ratios and supplemental data
=================================----------------------------------------------
Total return (%)                                           14.70(2)        32.98
- -------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                   49,726        296,191
- -------------------------------------------------------------------------------
Ratio to average net assets:
- -------------------------------------------------------------------------------
Expenses (%)                                                0.45(3)        0.45
- --------------------------------------------------------------------------------
Net investment income (%)                                   1.58(3)        1.27
- --------------------------------------------------------------------------------
Expenses without reimbursement (%)                          1.34(3)        0.72
- --------------------------------------------------------------------------------
</TABLE>

The Financial Highlights above have been audited by PricewaterhouseCoopers LLP,
the fund's independent accountants.
    


(1)  The fund commenced operations on 1/3/97.

(2)  Not annualized.

(3)  Annualized.


                                                                             |
                        J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND    | 5
                                                                             |
<PAGE>
 
YOUR INVESTMENT
================================================================================

   
For your convenience, the J.P. Morgan Institutional Funds offer several ways to
start and add to fund investments.
    

INVESTING THROUGH A FINANCIAL PROFESSIONAL

If you work with a financial professional, either at J.P. Morgan or elsewhere,
he or she is prepared to handle your planning and transaction needs. Your
financial professional will be able to assist you in establishing your fund
account, executing transactions, and monitoring your investment. If your fund
investment is not held in the name of your financial professional and you prefer
to place a transaction order yourself, please use the instructions for investing
directly.

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN 

Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA

Please contact a J.P. Morgan Retirement Services Specialist at 1-888-576-4472
for information on J.P. Morgan's comprehensive IRA services, including lower
minimum investments.

INVESTING DIRECTLY

Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

o    Determine the amount you are investing. The minimum amount for initial
     investments in the fund is $1,000,000 and for additional investments
     $25,000, although these minimums may be less for some investors. For more
     information on minimum investments, call 1-800-766-7722.

o    Complete the application, indicating how much of your investment you want
     to allocate to which fund(s). Please apply now for any account privileges
     you may want to use in the future, in order to avoid the delays associated
     with adding them later on.

o    Mail in your application, making your initial investment as shown at right.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-766-7722.

OPENING YOUR ACCOUNT

     By wire

o    Mail your completed application to the Shareholder Services Agent.

o    Call the Shareholder Services Agent to obtain an account number and to
     place a purchase order. Funds that are wired without a purchase order will
     be returned uninvested.

o    After placing your purchase order, instruct your bank to wire the amount of
     your investment to:

     Morgan Guaranty Trust Company of New York
     Routing number: 021-000-238
     Credit: J.P. Morgan Institutional Funds
     Account number: 001-57-689
     FFC: your account number, name of registered owner(s) and fund name

     By check

o    Make out a check for the investment amount payable to J.P. Morgan
     Institutional Funds.

o    Mail the check with your completed application to the Shareholder Services
     Agent.

     By exchange

   
o    Call the Shareholder Services Agent to effect an exchange.
    

ADDING TO YOUR ACCOUNT

     By wire

o    Call the Shareholder Services Agent to place a purchase order. Funds that
     are wired without a purchase order will be returned uninvested.

o    Once you have placed your purchase order, instruct your bank to wire the
     amount of your investment as described above.

     By check

o    Make out a check for the investment amount payable to J.P. Morgan
     Institutional Funds.

o    Mail the check with a completed investment slip to the Shareholder Services
     Agent. If you do not have an investment slip, attach a note indicating your
     account number and how much you wish to invest in which fund(s).

     By exchange

   
o    Call the Shareholder Services Agent to effect an exchange.
    


  |
6 | YOUR INVESTMENT
  |
<PAGE>
 
================================================================================

SELLING SHARES

   
     By phone - wire payment
    

o    Call the Shareholder Services Agent to verify that the wire redemption
     privilege is in place on your account. If it is not, a representative can
     help you add it.

o    Place your wire request. If you are transferring money to a non-Morgan
     account, you will need to provide the representative with the personal
     identification number (PIN) that was provided to you when you opened your
     fund account.

   
     By phone - check payment
    

o    Call the Shareholder Services Agent and place your request. Once your
     request has been verified, a check for the net amount, payable to the
     registered owner(s), will be mailed to the address of record. For checks
     payable to any other party or mailed to any other address, please make your
     request in writing (see below).

     In writing

o    Write a letter of instruction that includes the following information: The
     name of the registered owner(s) of the account; the account number; the
     fund name; the amount you want to sell; and the recipient's name and
     address or wire information, if different from those of the account
     registration.

o    Indicate whether you want the proceeds sent by check or by wire.

o    Make sure the letter is signed by an authorized party. The Shareholder
     Services Agent may require additional information, such as a signature
     guarantee.

o    Mail the letter to the Shareholder Services Agent.

     By exchange

   
o    Call the Shareholder Services Agent to effect an exchange.
    

ACCOUNT AND TRANSACTION POLICIES

Telephone orders The fund accepts telephone orders from all shareholders. To
guard against fraud, the fund requires shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if the fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

Exchanges You may exchange shares in this fund for shares in any other J.P.
Morgan Institutional or J.P. Morgan mutual fund at no charge (subject to the
securities laws of your state). When making exchanges, it is important to
observe any applicable minimums. Keep in mind that for tax purposes an exchange
is considered a sale.

The fund may alter, limit, or suspend its exchange policy at any time.

   
Business hours and NAV calculations The fund's regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). The fund calculates
its net asset value per share (NAV) every business day as of the close of
trading on the NYSE (normally 4:00 p.m. eastern time). The fund's securities are
typically priced using market quotes or pricing services.  When these methods
are not available or do not represent a security's value at the time of pricing,
the security is valued in accordance with the fund's fair valuation procedures.

Timing of orders Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until the
close of trading on the NYSE every business day and are executed the same day,
at that day's NAV. The fund has the right to suspend redemption of shares and to
postpone payment of proceeds for up to seven days or as permitted by law.
    


================================================================================

                         Shareholder Services Agent
                         J.P. Morgan Funds Services
                         522 Fifth Avenue
                         New York, NY 10036
                         1-800-766-7722


                         Representatives are available 8:00 a.m. to 5:00  p.m. 
                         eastern time on fund business days.


                                                                             |
                                                             YOUR INVESTMENT | 7
                                                                             |
<PAGE>
 
================================================================================

   
Timing of settlements When you buy shares, you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you sell shares, proceeds are generally available the day following execution
and will be forwarded according to your instructions.
    

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

   
Statements and reports The fund sends monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months the fund sends out an annual or semi-annual report containing
information on the fund's holdings and a discussion of recent and anticipated
market conditions and fund performance.

Accounts with below-minimum balances If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), the fund reserves the right to request that you buy more shares or
close your account. If your account balance is still below the minimum 60 days
after notification, the fund reserves the right to close out your account and
send the proceeds to the address of record.
    

DIVIDENDS AND DISTRIBUTIONS

The fund typically pays income dividends four times a year and makes capital
gains distributions, if any, once per year (usually in August). However, the
fund may make more or fewer payments in a given year, depending on its
investment results and its tax compliance situation. These dividends and
distributions consist of most or all of the fund's net investment income and net
realized capital gains.

   
Dividends and distributions are reinvested in additional fund shares.
Alternatively, you may instruct your financial professional or J.P. Morgan Funds
Services to have them sent to you by check, credited to a separate account, or
invested in another J.P. Morgan Institutional Fund.
    

TAX CONSIDERATIONS

   
In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities for taxable accounts:
    

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Transaction                             Tax status
- --------------------------------------------------------------------------------
<S>                                     <C>
Income dividends                        Ordinary income

Short-term capital gains                Ordinary income
distributions

Long-term capital gains                 Capital gains
distributions

Sales or exchanges of shares            Capital gains or losses
owned for more than one year

Sales or exchanges of shares            Gains are treated as ordinary
owned for one year or less              income; losses are subject
                                        to special rules
- --------------------------------------------------------------------------------
</TABLE>

Because long-term capital gains distributions are taxable as capital gains
regardless of how long you have owned your shares, you may want to avoid making
a substantial investment when the fund is about to declare a long-term capital
gains distribution.

Every January, the fund issues tax information on its distributions for the
previous year.

Any investor for whom the fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.


  |
8 | YOUR INVESTMENT
  |
<PAGE>
 
FUND DETAILS
================================================================================

MASTER/FEEDER STRUCTURE

As noted earlier, the fund is a "feeder" fund that invests in a master
portfolio. (Except where indicated, this prospectus uses the term "the fund" to
mean the feeder fund and its master portfolio taken together.)

   
The master portfolio accepts investments from other feeder funds, and the
feeders bear the master portfolio's expenses in proportion to their assets.
However, each feeder can set its own transaction minimums, fund-specific
expenses, and other conditions. This means that one feeder could offer access to
the same master portfolio on more attractive terms, or could experience better
performance, than another feeder. Information about other feeders is available
by calling 1-800-766-7722. Generally, when the master portfolio seeks a vote,
the fund will hold a shareholder meeting and cast its vote proportionately, as
instructed by its shareholders. Fund shareholders are entitled to one full or
fractional vote for each dollar or fraction of a dollar invested.
    

The fund and its master portfolio expect to maintain consistent goals, but if
they do not, the fund will withdraw from the master portfolio, receiving its
assets either in cash or securities. The fund's trustees would then consider
whether the fund should hire its own investment adviser, invest in a different
master portfolio, or take other action.

MANAGEMENT AND ADMINISTRATION

   
The fund and its master portfolio are governed by the same trustees. The
trustees are responsible for overseeing all business activities. The trustees
are assisted by Pierpont Group, Inc., which they own and operate on a cost
basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, provides fund officers. J.P. Morgan, as
co-administrator, along with J.P. Morgan, oversees the fund's other service
providers.
    

J.P. Morgan, subject to the expense reimbursements described earlier in this
prospectus, receives the following fees for investment advisory and other
services:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Advisory services                       0.35% of the master
                                        portfolio's average net assets
- --------------------------------------------------------------------------------
<S>                                     <C>
Administrative services                 Master portfolio's and fund's
(fee shared with Funds                  pro-rata portions of 0.09% of
Distributor, Inc.)                      the first $7 billion in
                                        J.P. Morgan-advised portfolios,  
                                        plus 0.04% of average net
                                        assets over $7 billion
- --------------------------------------------------------------------------------
Shareholder services                    0.10% of the fund's average
                                        net assets
- --------------------------------------------------------------------------------
</TABLE>

J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in the fund.

   
Year 2000 Fund operations and shareholders could be adversely affected if the
computer systems used by J.P. Morgan, the fund's other service providers and
other entities with computer systems linked to the fund do not properly process
and calculate January 1, 2000 and after date-related information. J.P. Morgan is
working to avoid these problems and to obtain assurances from other service
providers that they are taking similar steps. However, it is not certain that
these actions will be sufficient to prevent these problems from adversely
impacting fund operations and shareholders. In addition, to the extent that
operations of issuers of securities held by the fund are impaired by
date-related problems or prices of securities decline as a result of real or
perceived date-related problems of issuers held by the fund or generally, the
net asset value of the fund will decline.
    


                                                                            |
                                                              FUND DETAILS  |  9
                                                                            |
<PAGE>
 
================================================================================

RISK AND REWARD ELEMENTS

This table discusses the main elements that make up the fund's overall risk and
reward characteristics (described on page 3). It also outlines the fund's
policies toward various securities, including those that are designed to help
the fund manage risk.


<TABLE>
<CAPTION>
====================================================================================================================================
Potential risks                              Potential rewards                            Policies to balance risk and reward
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                          <C>
Market conditions                            

   
o    The fund's share price and              o    Stocks have generally outperformed      o    Under normal circumstances the fund  
     performance will fluctuate in                more stable investments (such as             plans to remain fully invested,      
     response to stock market movements           bonds and cash equivalents) over             with at least 65% in stocks; stock   
                                                  the long term                                investments may include U.S. and     
o    Adverse market conditions may from                                                        foreign common stocks, convertible   
     time to time cause the fund to take                                                       securities, preferred stocks, trust  
     temporary defensive positions that                                                        or partnership interests, warrants,  
     are inconsistent with its principal                                                       rights, and investment company       
     investment strategies and may                                                             securities                           
     hinder the fund from achieving its                                                                                             
     investment objective                                                                 o    The fund seeks to limit risk         
                                                                                               through diversification              
    
                                              
                                                                                          o    During severe market downturns, the  
                                                                                               fund has the option of investing up  
                                                                                               to 100% of assets in investment-grade
                                                                                               short-term securities        
- ------------------------------------------------------------------------------------------------------------------------------------
Management choices                                                                     
                                                                                       
o    The fund could underperform its         o    The fund could outperform its           o    J.P. Morgan focuses its active     
     benchmark due to its securities and          benchmark due to these same choices          management on securities selection,
     asset allocation choices                                                                  the area where it believes its     
                                                                                               commitment to research can most    
                                                                                               enhance returns                    
- ------------------------------------------------------------------------------------------------------------------------------------
Foreign investments                                                                    
                                                                                       
   
o    Currency exchange rate movements        o    Favorable exchange rate movements       o    The fund anticipates that its total  
     could reduce gains or create losses          could generate gains or reduce               foreign investments will not exceed  
                                                  losses                                       20% of assets.                       
o    The fund could lose money because                                                                                              
     of foreign government actions,          o    Foreign investments, which              o    The fund actively manages the        
     political instability, or lack of            represent a major portion of the             currency exposure of its foreign     
     adequate and accurate information            world's securities, offer                    investments relative to its          
                                                  attractive potential performance             benchmark, and may hedge back into   
                                                  and opportunities for                        the U.S. dollar from time to time    
                                                  diversification                              (see also "Derivatives")             
- ------------------------------------------------------------------------------------------------------------------------------------
Derivatives                                                                               
                                                                                          
o    Derivatives such as futures,            o    Hedges that correlate well with         o    The fund uses derivatives for        
     options, swaps and forward foreign           underlying positions can reduce or           hedging and for risk management      
     currency contracts that are used             eliminate losses at low cost                 (i.e., to establish or adjust        
     for hedging the portfolio or                                                              exposure to particular securities,   
     specific securities may not fully       o    The fund could make money and                markets or currencies); risk         
     offset the underlying positions(1)           protect against losses if                    management may include management    
                                                  management's analysis proves                 of the fund's exposure relative to   
o    Derivatives used for risk                    correct                                      its benchmark                        
     management may not have the                                                                                                    
     intended effects and may result in      o    Derivatives that involve leverage       o    The fund only establishes hedges     
     losses or missed opportunities               could generate substantial gains at          that it expects will be highly       
                                                  low cost                                     correlated with underlying           
o    The counterparty to a derivatives                                                         positions                            
     contract could default                                                                                                         
                                                                                          o    While the fund may use derivatives   
o    Derivatives that involve leverage                                                         that incidentally involve leverage,  
     could magnify losses                                                                      it does not use them for the         
                                                                                               specific purpose of leveraging the   
                                                                                               portfolio      
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  A futures contract is an agreement to buy or sell a set quantity of an
     underlying instrument at a future date, or to make or receive a cash
     payment based on changes in the value of a securities index. An option is
     the right to buy or sell a set quntity of an underlying instrument at
     pre-determined price.  A swap is a privately negotiated agreement to 
     exchange one stream of payments for another.  A forward foreign currency 
     contract is an obligation to buy or sell a given currency on a future date
     and at a set price.
    

   |
10 | FUND DETAILS
   |
<PAGE>
 
<TABLE>
<CAPTION>
====================================================================================================================================
Potential risks                              Potential rewards                            Policies to balance risk and reward
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                          <C>
Illiquid holdings

o    The fund could have difficulty          o    These holdings may offer more           o    The fund may not invest more than  
     valuing these holdings precisely             attractive yields or potential               15% of net assets in illiquid      
                                                  growth than comparable widely                holdings                           
o    The fund could be unable to sell             traded securities                                                               
     these holdings at the time or price                                                  o    To maintain adequate liquidity to  
     it desires                                                                                meet redemptions, the fund may hold
                                                                                               investment-grade short-term        
                                                                                               securities (including repurchase   
                                                                                               agreements) and, for temporary or  
                                                                                               extraordinary purposes, may borrow 
                                                                                               from banks up to 33 1/3% of its    
                                                                                               assets                             
- ------------------------------------------------------------------------------------------------------------------------------------
When-issued and delayed 
delivery securities

o    When the fund buys securities           o    The fund can take advantage of          o    The fund uses segregated accounts 
     before issue or for delayed                  attractive transaction                       to offset leverage risk           
     delivery, it could be exposed to             opportunities                           
     leverage risk if it does not use        
     segregated accounts
- ------------------------------------------------------------------------------------------------------------------------------------
Short-term trading
   
o    Increased trading would raise the       o    The fund could realize gains in a       o    The fund anticipates a portfolio   
     fund's brokerage and related costs           short period of time                         turnover rate of approximately 100%
                                                                                                                                  
o    Increased short-term capital gains      o    The fund could protect against          o    The fund generally avoids          
     distributions would raise                    losses if a stock is overvalued and          short-term trading, except to take 
     shareholders' income tax liability           its value later falls                        advantage of attractive or         
                                                                                               unexpected opportunities or to meet
                                                                                               demands generated by shareholder   
                                                                                               activity                           
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                            |
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<PAGE>
 
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                                                                            |
                                                                            | 13
                                                                            |
<PAGE>
 
================================================================================
FOR MORE INFORMATION
================================================================================

For investors who want more information on the fund, the following documents are
available free upon request:

Annual/Semi-annual Reports Contain financial statements, performance data,
information on portfolio holdings, and a written analysis of market conditions
and fund performance for the fund's most recently completed fiscal year or
half-year.

Statement of Additional Information (SAI) Provides a fuller technical and legal
description of the fund's policies, investment restrictions, and business
structure. This prospectus incorporates the SAI by reference.

   
Copies of the current versions of these documents, along with other information
about the fund, may be obtained by contacting:
    

J.P. Morgan Institutional Disciplined Equity Fund
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

Telephone:  1-800-766-7722

Hearing impaired:  1-888-468-4015

Email:  [email protected]

   
Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. The
fund's investment company and 1933 Act registration numbers are 811-07342 and
033-54642.
    


J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

The J.P. Morgan Institutional Funds combine a heritage of integrity and
financial leadership with comprehensive, sophisticated analysis and management
techniques. Drawing on J.P. Morgan's extensive experience and depth as an
investment manager, the J.P. Morgan Institutional Funds offer a broad array of
distinctive opportunities for mutual fund investors.


[LOGO] JPMorgan
================================================================================
       J.P. Morgan Institutional Funds

   
       Advisor                                     Distributor
       J.P. Morgan Investment Management Inc.      Funds Distributor, Inc.
       522 Fifth Avenue                            60 State Street
       New York, NY 10036                          Boston, MA 02109
       1-800-766-7722                              1-800-221-7930
    


                                                                    PROS304-9810










<PAGE>


                                     PART C

ITEM 23.  EXHIBITS.

     (a)  Declaration  of  Trust,  as  amended,  was filed as  Exhibit  No. 1 to
Post-Effective Amendment No. 25 to the Registration Statement filed on September
26, 1996 (Accession Number 0000912057-96-021281).

     (a)1 Amendment No. 5 to  Declaration of Trust;  Amendment and Fifth Amended
and Restated Establishment and
         Designation of Series of Shares of Beneficial Interest.*

     (a)2 Amendment No. 6 to  Declaration of Trust;  Amendment and Sixth Amended
and Restated  Establishment  and  Designation  of Series of Shares of Beneficial
Interest was filed as Exhibit No. 1(b) to Post-Effective Amendment No. 31 to the
Registration    Statement    on   February    28,   1997    (Accession    Number
0001016964-97-000041).

     (a)3 Amendment No. 7 to Declaration of Trust; Amendment and Seventh Amended
and Restated  Establishment  and  Designation  of Series of Shares of Beneficial
Interest was filed as Exhibit No. 1(c) to Post-Effective Amendment No. 32 to the
Registration     Statement    on    April    15,    1997    (Accession    Number
0001016964-97-000053).

     (a)4 Amendment No. 8 to Declaration of Trust;  Amendment and Eighth Amended
and Restated  Establishment  and  Designation  of Series of Shares of Beneficial
Interest was filed as Exhibit No. 1(d) to Post-Effective Amendment No. 40 to the
Registration    Statement    on    October    9,    1997    (Accession    Number
0001016964-97-000158).

     (a)5 Amendment No. 9 to  Declaration of Trust;  Amendment and Ninth Amended
and Restated  Establishment  and  Designation  of Series of Shares of Beneficial
Interest was filed as Exhibit No. 1(e) to Post-Effective Amendment No. 50 to the
Registration    Statement    on   December    29,   1997    (Accession    Number
0001041455-97-000014).

   
     (a)6 Form of Amendment No. 10 to Declaration of Trust; Amendment to provide
dollar based voting rights filed as Exhibit (a)6 to Post Effective Amendment No.
54  to  the   Registration   Statement  on  August  25,  1998   (Accession   No.
0001041455-98-000053).
    

(b)      Restated By-Laws of Registrant.*

     (e) Distribution  Agreement between Registrant and Funds Distributor,  Inc.
("FDI").*

     (g) Custodian  Contract between  Registrant and State Street Bank and Trust
Company ("State Street").*

(h)1     Co-Administration Agreement between Registrant and FDI.*

   
     (h)2 Restated Shareholder Servicing Agreement between Registrant and Morgan
Guaranty Trust Company of New York ("Morgan  Guaranty") filed as Exhibit (h)2 to
Post Effective Amendment No. 54 to the Registration Statement on August 25, 1998
(Accession No. 0001041455-98-000053).
    

     (h)3 Transfer  Agency and Service  Agreement  between  Registrant and State
Street.*

     (h)4 Restated  Administrative  Services  Agreement  between  Registrant and
Morgan Guaranty.*

     (h)5 Fund Services Agreement,  as amended,  between Registrant and Pierpont
Group, Inc.*

i:\dsfndlgl\institut\1098de.pea\wrapper.doc

<PAGE>



(h)6  Service Plan with respect to Registrant's Service Money Market Funds.**
(i)      Opinion and consent of Sullivan & Cromwell.*

   
(j)      Consent of independent accountants (filed herewith).
    

(l)      Purchase agreements with respect to Registrant's initial shares.*

   
(n)      Financial Data Schedules (filed herewith).
- -------------------------
    

     * Incorporated  herein by reference to  Post-Effective  Amendment No. 29 to
the  Registration  Statement  filed  on  December  26,  1996  (Accession  Number
0001016964-96-000061).

     ** Incorporated  herein by reference to Post-Effective  Amendment No. 33 to
the   Registration   Statement  filed  on  April  30,  1997  (Accession   Number
00001016964-97-000059).

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.

Not applicable.

ITEM 25.  INDEMNIFICATION.

Reference  is made to  Section  5.3 of  Registrant's  Declaration  of Trust  and
Section 5 of Registrant's Distribution Agreement.

Registrant,  its Trustees and officers are insured against  certain  expenses in
connection with the defense of claims, demands,  actions, suits, or proceedings,
and certain liabilities that might be imposed as a result of such actions, suits
or proceedings.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended (the "1933 Act"),  may be  permitted to  directors,  trustees,
officers and controlling persons of the Registrant and the principal underwriter
pursuant to the  foregoing  provisions  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director, trustee, officer, or controlling person of the Registrant
and the principal  underwriter in connection with the successful  defense of any
action,  suite  or  proceeding)  is  asserted  against  the  Registrant  by such
director,  trustee,  officer or controlling  person or principal  underwriter in
connection with the shares being registered,  the Registrant will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

ITEM 26.  BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.

Not Applicable.

ITEM 27.  PRINCIPAL UNDERWRITERS.

     (a)  Funds   Distributor,   Inc.  (the   "Distributor")  is  the  principal
underwriter of the Registrant's shares.

     Funds  Distributor,  Inc. acts as principal  underwriter  for the following
investment companies other than the Registrant:


i:\dsfndlgl\institut\1098de.pea\wrapper.doc

<PAGE>


American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Founders Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Funds
J.P. Morgan Series Trust
J.P. Morgan Series Trust II
LaSalle Partners Funds, Inc.
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
Orbitex Group of Funds
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

     Funds Distributor,  Inc. does not act as depositor or investment adviser to
any of the investment companies.

     Funds  Distributor,  Inc. is registered  with the  Securities  and Exchange
Commission as a  broker-dealer  and is a member of the National  Association  of
Securities Dealers. Funds Distributor, Inc. is located at 60 State Street, Suite
1300,  Boston,  Massachusetts  02109.  Funds  Distributor,  Inc.  is an indirect
wholly-owned  subsidiary of Boston  Institutional Group, Inc., a holding company
all of whose outstanding shares are owned by key employees.

     (b)  The  following  is a list of the  executive  officers,  directors  and
partners of Funds Distributor, Inc.:

Director, President and Chief Executive Officer:          Marie E. Connolly
Executive Vice President:                                 George Rio
Executive Vice President:                                 Donald R. Roberson
Executive Vice President:                                 William S. Nichols
Senior Vice President:                                    Michael S. Petrucelli
Director, Senior Vice President, Treasurer and
  Chief Financial Officer:                                Joseph F. Tower, III
Senior Vice President:                                    Paula R. David
Senior Vice President:                                    Allen B. Closser
Senior Vice President:                                    Bernard A. Whalen
Director:                                                 William J. Nutt

(c) Not applicable.


i:\dsfndlgl\institut\1098de.pea\wrapper.doc

<PAGE>


ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS.

     PIERPONT GROUP,  INC.: 461 Fifth Avenue,  New York, New York 10017 (records
relating  to its  assisting  the  Trustees  in  carrying  out  their  duties  in
supervising the Registrant's affairs).

MORGAN  GUARANTY  TRUST COMPANY OF NEW YORK: 60 Wall Street,  New York, New York
10260-0060,  522 Fifth Avenue,  New York,  New York 10036 or 9 West 57th Street,
New York,  New York 10019  (records  relating to its  functions  as  shareholder
servicing agent and administrative services agent).

STATE  STREET  BANK AND  TRUST  COMPANY:  1776  Heritage  Drive,  North  Quincy,
Massachusetts  02171 and 40 King Street West, Toronto,  Ontario,  Canada M5H 3Y8
(records relating to its functions as fund accountant, custodian, transfer agent
and dividend disbursing agent).

     FUNDS DISTRIBUTOR, INC.: 60 State Street, Suite 1300, Boston, Massachusetts
02109 (records relating to its functions as distributor and co-administrator).

ITEM 29.  MANAGEMENT SERVICES.

Not Applicable.

ITEM 30.  UNDERTAKINGS.

(a)      If the  information  called for by Item 5A of Form N-1A is contained in
         the latest annual report to shareholders,  the Registrant shall furnish
         each  person  to  whom a  prospectus  is  delivered  with a copy of the
         Registrant's  latest  annual  report to  shareholders  upon request and
         without charge.

(b)      The Registrant  undertakes to comply with Section 16(c) of the 1940 Act
         as  though  such  provisions  of the 1940 Act  were  applicable  to the
         Registrant,  except  that the  request  referred  to in the third  full
         paragraph  thereof  may  only be made by  shareholders  who hold in the
         aggregate  at least 10% of the  outstanding  shares of the  Registrant,
         regardless  of the net asset  value of shares  held by such  requesting
         shareholders.



i:\dsfndlgl\institut\1098de.pea\wrapper.doc

<PAGE>


                                   SIGNATURES


   
Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this registration  statement
to be signed on its behalf by the undersigned,  thereto duly authorized,  in the
City of New York and State of New York on the 28th day of September, 1998.
    

J.P. MORGAN INSTITUTIONAL FUNDS


By       /s/ Michael S. Petrucelli
         ----------------------------
         Michael S. Petrucelli
         Vice President and Assistant Secretary

   
Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been  signed  below by the  following  persons in the  capacities
indicated on September 28, 1998.
    

/s/ Michael S. Petrucelli
- ------------------------------
Michael S. Petrucelli
Vice President and Assistant Secretary

Matthew Healey*
- -----------------------------
Matthew Healey
Trustee, Chairman and Chief Executive Officer (Principal Executive Officer)

Frederick S. Addy*
- ------------------------------
Frederick S. Addy
Trustee

William G. Burns*
- ------------------------------
William G. Burns
Trustee

Arthur C. Eschenlauer*
- ------------------------------
Arthur C. Eschenlauer
Trustee

Michael P. Mallardi*
- ------------------------------
Michael P. Mallardi
Trustee


*By      /s/ Michael S. Petrucelli
         ----------------------------
         Michael S. Petrucelli
         as attorney-in-fact pursuant to a power of attorney.


i:\dsfndlgl\institut\1098de.pea\wrapper.doc

<PAGE>


                                   SIGNATURES
        
   
Each  Portfolio  has  duly  caused  this  registration  statement  on Form  N-1A
("Registration  Statement")  of J.P.  Morgan  Institutional  Funds (the "Trust")
(File No. 033-54642) to be signed on its behalf by the undersigned, thereto duly
authorized,  in the City of George Town,  Grand  Cayman,  BWI on the 28th day of
September, 1998.

     THE SSERIES PORTFOLIO, THE U.S. EQUITY PORTFOLIO AND THE U.S. SMALL COMPANY
PORTFOLIO
    

         /s/ Jacqueline Henning
By       -------------------------
         Jacqueline Henning
         Assistant Secretary and Assistant Treasurer

   
Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Trust's
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on September 28, 1998.


George A. Rio*
- ----------------------------
George A. Rio
President and Treasurer
Officer of the Portfolios
    

Matthew  Healey*  
- ----------------------------   
Matthew  Healey  
Trustee, Chairman  and Chief  Executive  Officer  
(Principal  Executive  Officer)  of the Portfolios

Frederick S. Addy*
- ----------------------------
Frederick S. Addy
Trustee of the Portfolios

William G. Burns*
- ----------------------------
William G. Burns
Trustee of the Portfolios

Arthur C. Eschenlauer*
- ----------------------------
Arthur C. Eschenlauer
Trustee of the Portfolios

Michael P. Mallardi*
- ----------------------------
Michael P. Mallardi
Trustee of the Portfolios

         /s/ Jacqueline Henning
 *By     ------------------------
         Jacqueline Henning
         as attorney-in-fact pursuant to a power of attorney previously filed.



i:\dsfndlgl\institut\1098de.pea\wrapper.doc

<PAGE>


   
                                INDEX TO EXHIBITS


Exhibit No.       Description of Exhibit
- -------------     ----------------------
EX-99.B11         Consent of Independent Accountants


EX-27.1-27.24     Financial Data Schedules
    














i:\dsfndlgl\institut\1098de.pea\wrapper.doc




                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby  consent to the  incorporation  by reference in the  Prospectuses  and
Statement of Additional  Information  constituting parts of this  Post-Effective
Amendment No. 56 to the registration  statement on Form N-1A (the  "Registration
Statement")  of our  reports  dated July 17,  1998,  relating  to the  financial
statements and financial  highlights of J.P.  Morgan  Institutional  Disciplined
Equity  Fund,  J.P.  Morgan  Institutional  U.S.  Equity  Fund and  J.P.  Morgan
Institutional  U.S.  Small  Company  Fund  and  the  financial   statements  and
supplementary  data  of  The  Disciplined  Equity  Portfolio,  The  U.S.  Equity
Portfolio  and The U.S.  Small Company  Portfolio  appearing in the May 31, 1998
Annual Reports,  which are also  incorporated by reference into the Registration
Statement.  We also consent to the references to us under the heading "Financial
Highlights" in the Prospectuses and under the headings "Independent Accountants"
and "Financial Statements" in the Statement of Additional Information.


/s/  PricewaterhouseCoopers  LLP  PricewaterhouseCoopers  LLP 1177 Avenue of the
Americas New York, New York 10036 September 24, 1998 

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED  MAY 31, 1998 FOR J.P.  MORGAN  INSTITUTIONAL  PRIME MONEY
MARKET FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 012
   <NAME> J.P. MORGAN INSTITUTIONAL PRIME MONEY MARKET FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1998
<PERIOD-END>                               MAY-31-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                       3,302,074
<RECEIVABLES>                                      266
<ASSETS-OTHER>                                       7
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               3,302,347
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        4,790
<TOTAL-LIABILITIES>                              4,790
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     3,297,881
<SHARES-COMMON-STOCK>                        3,297,871
<SHARES-COMMON-PRIOR>                        1,388,102
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           (38)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 3,297,557
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               56,857
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     305
<NET-INVESTMENT-INCOME>                         56,552
<REALIZED-GAINS-CURRENT>                           (2)
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           56,550
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       56,552
<DISTRIBUTIONS-OF-GAINS>                           (1)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     11,535,880
<NUMBER-OF-SHARES-REDEEMED>                  9,660,086
<SHARES-REINVESTED>                             33,974
<NET-CHANGE-IN-ASSETS>                       1,909,765
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  1,006
<AVERAGE-NET-ASSETS>                         2,041,360
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   .028
<PER-SHARE-GAIN-APPREC>                           .000
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         .028
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .20
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
REPORT ON FORM N-SAR DATED  FEBRUARY 28, 1998 FOR J.P.MORGAN  INSTITUTIONAL  TAX
EXEMPT  MONEY  MARKET FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
REPORT.
</LEGEND>
<CIK>          0000894088
<NAME>      J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER>    007
   <NAME>            J.P.MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
<MULTIPLIER>   1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1998
<PERIOD-END>                               FEB-28-1998
<INVESTMENTS-AT-COST>                          641,743
<INVESTMENTS-AT-VALUE>                         641,743
<RECEIVABLES>                                       25
<ASSETS-OTHER>                                       5
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 641,773
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          375
<TOTAL-LIABILITIES>                                375
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       641,358
<SHARES-COMMON-STOCK>                          641,359
<SHARES-COMMON-PRIOR>                          290,970
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             39
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   641,398
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                6,687
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                          6,687
<REALIZED-GAINS-CURRENT>                            66
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                            6,753
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        6,687
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,433,637
<NUMBER-OF-SHARES-REDEEMED>                  1,087,384
<SHARES-REINVESTED>                              4,135
<NET-CHANGE-IN-ASSETS>                         350,454
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    122
<AVERAGE-NET-ASSETS>                           394,328
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   .017
<PER-SHARE-GAIN-APPREC>                           .000
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         .017
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .22
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED  APRIL 30, 1998 FOR J.P.  MORGAN  INSTITUTIONAL  FEDERAL  MONEY
MARKET FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 001
   <NAME> J.P. MORGAN INSTITUTIONAL FEDERAL MONEY MARKET FUND
<MULTIPLIER> 1000
       
<S>                             <C>

<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          644086
<RECEIVABLES>                                       54
<ASSETS-OTHER>                                       3
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  644143
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          446
<TOTAL-LIABILITIES>                                446
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        643698
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           (1)
<NET-ASSETS>                                    643697
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 9408
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     338
<NET-INVESTMENT-INCOME>                           9070
<REALIZED-GAINS-CURRENT>                             1
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                             9071
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         9070
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        1474755
<NUMBER-OF-SHARES-REDEEMED>                     975745
<SHARES-REINVESTED>                               7380
<NET-CHANGE-IN-ASSETS>                          506391
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          (2)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    619
<AVERAGE-NET-ASSETS>                            341087
<PER-SHARE-NAV-BEGIN>                              1.0
<PER-SHARE-NII>                                   .027
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         .027
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                1.0
<EXPENSE-RATIO>                                    .20
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED APRIL 30, 1998 FOR J.P.  MORGAN  INSTITUTIONAL  SHORT TERM BOND
FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 002
   <NAME> J.P. MORGAN INSTITUTIONAL SHORT TERM BOND FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                           76855
<RECEIVABLES>                                      113
<ASSETS-OTHER>                                       2
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   76970
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           36
<TOTAL-LIABILITIES>                                 36
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         77117
<SHARES-COMMON-STOCK>                             7818
<SHARES-COMMON-PRIOR>                             2781
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                              12
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                           188
<ACCUM-APPREC-OR-DEPREC>                            17
<NET-ASSETS>                                     76934
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                     1806
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                           1806
<REALIZED-GAINS-CURRENT>                            55
<APPREC-INCREASE-CURRENT>                         (16)
<NET-CHANGE-FROM-OPS>                             1846
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         1809
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           5813
<NUMBER-OF-SHARES-REDEEMED>                        952
<SHARES-REINVESTED>                                176
<NET-CHANGE-IN-ASSETS>                           49558
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              9
<OVERDIST-NET-GAINS-PRIOR>                         243
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     99
<AVERAGE-NET-ASSETS>                             59114
<PER-SHARE-NAV-BEGIN>                             9.84
<PER-SHARE-NII>                                     .3
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                .3
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.84
<EXPENSE-RATIO>                                    .25
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED APRIL 30, 1998 FOR J.P. MORGAN  INSTITUTIONAL  BOND FUND AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 003
   <NAME> J.P. MORGAN INSTITUTIONAL BOND FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                         910,661
<RECEIVABLES>                                      462
<ASSETS-OTHER>                                       7
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 911,130
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        2,839
<TOTAL-LIABILITIES>                              2,839
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       889,240
<SHARES-COMMON-STOCK>                           91,073
<SHARES-COMMON-PRIOR>                           91,147
<ACCUMULATED-NII-CURRENT>                          391
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          3,636
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        15,024
<NET-ASSETS>                                   908,291
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  29,883
<EXPENSES-NET>                                     558
<NET-INVESTMENT-INCOME>                         29,325
<REALIZED-GAINS-CURRENT>                         3,719
<APPREC-INCREASE-CURRENT>                        (586)
<NET-CHANGE-FROM-OPS>                           32,458
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       29,384
<DISTRIBUTIONS-OF-GAINS>                         5,896
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          9,594
<NUMBER-OF-SHARES-REDEEMED>                     11,704
<SHARES-REINVESTED>                              2,035
<NET-CHANGE-IN-ASSETS>                         (3,763)
<ACCUMULATED-NII-PRIOR>                            450
<ACCUMULATED-GAINS-PRIOR>                        5,813
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    558
<AVERAGE-NET-ASSETS>                           895,898
<PER-SHARE-NAV-BEGIN>                            10.01
<PER-SHARE-NII>                                   0.33
<PER-SHARE-GAIN-APPREC>                           0.03
<PER-SHARE-DIVIDEND>                              0.33
<PER-SHARE-DISTRIBUTIONS>                         0.07
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.97
<EXPENSE-RATIO>                                   0.49
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
REPORT ON FORM N-SAR DATED FEBRUARY 28, 1998 FOR J.P. MORGAN  INSTITUTIONAL  TAX
EXEMPT BOND FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK>          0000894088
<NAME>         J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER>    006
   <NAME>      J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1998
<PERIOD-END>                               FEB-28-1998
<INVESTMENTS-AT-COST>                          243,891
<INVESTMENTS-AT-VALUE>                         243,891
<RECEIVABLES>                                        2
<ASSETS-OTHER>                                       4
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 243,897
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          674
<TOTAL-LIABILITIES>                                674
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       235,394
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             44
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         7,785
<NET-ASSETS>                                   243,223
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                5,316
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     142
<NET-INVESTMENT-INCOME>                          5,174
<REALIZED-GAINS-CURRENT>                            64
<APPREC-INCREASE-CURRENT>                        3,964
<NET-CHANGE-FROM-OPS>                            9,202
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        5,174
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         66,036
<NUMBER-OF-SHARES-REDEEMED>                     30,101
<SHARES-REINVESTED>                              1,646
<NET-CHANGE-IN-ASSETS>                          41,609
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         (20)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    162
<AVERAGE-NET-ASSETS>                           223,760
<PER-SHARE-NAV-BEGIN>                            10.12
<PER-SHARE-NII>                                    .24
<PER-SHARE-GAIN-APPREC>                            .19
<PER-SHARE-DIVIDEND>                                .0
<PER-SHARE-DISTRIBUTIONS>                          .24
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.31
<EXPENSE-RATIO>                                    .50
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
REPORT ON FORM N-SAR DATED MARCH 31, 1998 FOR J.P. MORGAN INSTITUTIONAL NEW YORK
TOTAL  RETURN BOND FUND AND IS  QUALIFIED  IN ITS  ENTIRETY BY REFERENCE TO SUCH
REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 013
   <NAME> J.P. MORGAN INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-END>                               MAR-31-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          111759
<RECEIVABLES>                                       31
<ASSETS-OTHER>                                       2
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  111792
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          374
<TOTAL-LIABILITIES>                              11418
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        107644
<SHARES-COMMON-STOCK>                            10441
<SHARES-COMMON-PRIOR>                             8809
<ACCUMULATED-NII-CURRENT>                           44
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            138
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3592
<NET-ASSETS>                                    111418
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 5140
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     510
<NET-INVESTMENT-INCOME>                           4630
<REALIZED-GAINS-CURRENT>                           535
<APPREC-INCREASE-CURRENT>                         3136
<NET-CHANGE-FROM-OPS>                             8301
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         4630
<DISTRIBUTIONS-OF-GAINS>                           332
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           4438
<NUMBER-OF-SHARES-REDEEMED>                       2899
<SHARES-REINVESTED>                                 91
<NET-CHANGE-IN-ASSETS>                           20626
<ACCUMULATED-NII-PRIOR>                             44
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    600
<AVERAGE-NET-ASSETS>                             68773
<PER-SHARE-NAV-BEGIN>                            10.31
<PER-SHARE-NII>                                    .48
<PER-SHARE-GAIN-APPREC>                            .40
<PER-SHARE-DIVIDEND>                               .48
<PER-SHARE-DISTRIBUTIONS>                          .04
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.67
<EXPENSE-RATIO>                                    .50
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON FORM
N-SAR DATED MAY 31, 1998 FOR J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK>          0000894088
<NAME>         J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER>    010
   <NAME>      J.P. MORGAN INSTITUTIONAL U.S EQUITY FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAY-31-1998
<PERIOD-END>                               MAY-31-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                         379,003
<RECEIVABLES>                                       44
<ASSETS-OTHER>                                      23
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 379,070
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           82
<TOTAL-LIABILITIES>                                 82
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       276,263
<SHARES-COMMON-STOCK>                           22,652
<SHARES-COMMON-PRIOR>                           21,060
<ACCUMULATED-NII-CURRENT>                          790
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         42,379
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        59,556
<NET-ASSETS>                                   378,988
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                   3,698
<EXPENSES-NET>                                     482
<NET-INVESTMENT-INCOME>                          3,216
<REALIZED-GAINS-CURRENT>                        84,156
<APPREC-INCREASE-CURRENT>                        2,673
<NET-CHANGE-FROM-OPS>                           90,045
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        3,867
<DISTRIBUTIONS-OF-GAINS>                        57,684
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          3,995
<NUMBER-OF-SHARES-REDEEMED>                      6,122
<SHARES-REINVESTED>                              3,719
<NET-CHANGE-IN-ASSETS>                          49,212
<ACCUMULATED-NII-PRIOR>                          1,443
<ACCUMULATED-GAINS-PRIOR>                       26,884
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    597
<AVERAGE-NET-ASSETS>                           360,672
<PER-SHARE-NAV-BEGIN>                            15.66
<PER-SHARE-NII>                                   0.15
<PER-SHARE-GAIN-APPREC>                           3.81
<PER-SHARE-DIVIDEND>                              0.18
<PER-SHARE-DISTRIBUTIONS>                         2.71
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              16.73
<EXPENSE-RATIO>                                   0.60
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON FORM
N-SAR DATED MAY 31, 1998 FOR J.P. MORGAN  INSTITUTIONAL  U.S. SMALL COMPANY
FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 011
   <NAME> J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAY-31-1998
<PERIOD-END>                               MAY-31-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          420072
<RECEIVABLES>                                      420
<ASSETS-OTHER>                                      14
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  420506
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           93
<TOTAL-LIABILITIES>                                 93
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        348593
<SHARES-COMMON-STOCK>                            27474
<SHARES-COMMON-PRIOR>                            28511
<ACCUMULATED-NII-CURRENT>                          359
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          36599
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         34862
<NET-ASSETS>                                    420413
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                    2926
<EXPENSES-NET>                                     501
<NET-INVESTMENT-INCOME>                           2425
<REALIZED-GAINS-CURRENT>                        102704
<APPREC-INCREASE-CURRENT>                      (14451)
<NET-CHANGE-FROM-OPS>                            90678
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         2161
<DISTRIBUTIONS-OF-GAINS>                         52222
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           5152
<NUMBER-OF-SHARES-REDEEMED>                       7445
<SHARES-REINVESTED>                               1256
<NET-CHANGE-IN-ASSETS>                           18616
<ACCUMULATED-NII-PRIOR>                            553
<ACCUMULATED-GAINS-PRIOR>                        17869
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    732
<AVERAGE-NET-ASSETS>                            437716
<PER-SHARE-NAV-BEGIN>                            14.09
<PER-SHARE-NII>                                    .09
<PER-SHARE-GAIN-APPREC>                           3.04
<PER-SHARE-DIVIDEND>                               .08
<PER-SHARE-DISTRIBUTIONS>                         1.84
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.30
<EXPENSE-RATIO>                                    .80
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR  DATED  APRIL 30, 1998 FOR J.P.  MORGAN  INSTITUTIONAL  INTERNATIONAL
EQUITY FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 004
   <NAME> J.P. MORGAN INSTITUTIONAL INTERNATIONAL EQUITY FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          509239
<RECEIVABLES>                                      285
<ASSETS-OTHER>                                       8
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  509532
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          937
<TOTAL-LIABILITIES>                                937
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        414499
<SHARES-COMMON-STOCK>                            41284
<SHARES-COMMON-PRIOR>                            53982
<ACCUMULATED-NII-CURRENT>                          330
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           4668
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         89098
<NET-ASSETS>                                    508595
<DIVIDEND-INCOME>                                 3941
<INTEREST-INCOME>                                  542
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    2574
<NET-INVESTMENT-INCOME>                           1909
<REALIZED-GAINS-CURRENT>                          4785
<APPREC-INCREASE-CURRENT>                        63315
<NET-CHANGE-FROM-OPS>                            70009
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        16640
<DISTRIBUTIONS-OF-GAINS>                         16688
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           3528
<NUMBER-OF-SHARES-REDEEMED>                      17699
<SHARES-REINVESTED>                               1473
<NET-CHANGE-IN-ASSETS>                        (106064)
<ACCUMULATED-NII-PRIOR>                          15062
<ACCUMULATED-GAINS-PRIOR>                        16571
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                  56
<GROSS-EXPENSE>                                   2574
<AVERAGE-NET-ASSETS>                            528377
<PER-SHARE-NAV-BEGIN>                            11.39
<PER-SHARE-NII>                                    .08
<PER-SHARE-GAIN-APPREC>                           1.55
<PER-SHARE-DIVIDEND>                               .35
<PER-SHARE-DISTRIBUTIONS>                          .35
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.32
<EXPENSE-RATIO>                                    .96
<AVG-DEBT-OUTSTANDING>                            2660
<AVG-DEBT-PER-SHARE>                               .06
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  SUMMARY DATA EXTRACTED FROM THE
REPORT ON FROM N-SAR DATED APRIL 30, 1998 FOR J.P. MORGAN INSTITUTIONAL EMERGING
MARKETS  EQUITY  FUND AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE  TO SUCH
REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 005
   <NAME> J.P. MORGAN INSTITUTIONAL EMERGING MARKETS EQUITY FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          260061
<RECEIVABLES>                                      346
<ASSETS-OTHER>                                      38
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  260445
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          107
<TOTAL-LIABILITIES>                                107
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        302568
<SHARES-COMMON-STOCK>                            28022
<SHARES-COMMON-PRIOR>                            31075
<ACCUMULATED-NII-CURRENT>                        (112)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (49402)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          7284
<NET-ASSETS>                                    260338
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                    1452
<EXPENSES-NET>                                     257
<NET-INVESTMENT-INCOME>                           1195
<REALIZED-GAINS-CURRENT>                       (48126)
<APPREC-INCREASE-CURRENT>                        47015
<NET-CHANGE-FROM-OPS>                               83
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         2993
<DISTRIBUTIONS-OF-GAINS>                         11850
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          11165
<NUMBER-OF-SHARES-REDEEMED>                      15446
<SHARES-REINVESTED>                               1228
<NET-CHANGE-IN-ASSETS>                         (46043)
<ACCUMULATED-NII-PRIOR>                           1686
<ACCUMULATED-GAINS-PRIOR>                        10574
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                  90
<GROSS-EXPENSE>                                    311
<AVERAGE-NET-ASSETS>                            254338
<PER-SHARE-NAV-BEGIN>                             9.86
<PER-SHARE-NII>                                   0.07
<PER-SHARE-GAIN-APPREC>                         (0.01)
<PER-SHARE-DIVIDEND>                            (0.13)
<PER-SHARE-DISTRIBUTIONS>                       (0.50)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.29
<EXPENSE-RATIO>                                   1.46
<AVG-DEBT-OUTSTANDING>                            3025
<AVG-DEBT-PER-SHARE>                              0.11
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED  JUNE 30, 1998 FOR J.P.  MORGAN  INSTITUTIONAL  DIVERSIFIED
FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 008
   <NAME> J.P. MORGAN INSTITUTIONAL DIVERSIFIED FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-END>                               JUN-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          331984
<RECEIVABLES>                                      184
<ASSETS-OTHER>                                       3
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  332171
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          225
<TOTAL-LIABILITIES>                                225
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        258037
<SHARES-COMMON-STOCK>                            23401
<SHARES-COMMON-PRIOR>                            22115
<ACCUMULATED-NII-CURRENT>                          335
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          12579
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         60995
<NET-ASSETS>                                    331946
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                    9002
<EXPENSES-NET>                                       1
<NET-INVESTMENT-INCOME>                           9001
<REALIZED-GAINS-CURRENT>                         18284
<APPREC-INCREASE-CURRENT>                        21984
<NET-CHANGE-FROM-OPS>                            49269
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        12389
<DISTRIBUTIONS-OF-GAINS>                         17151
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           5286
<NUMBER-OF-SHARES-REDEEMED>                       1682
<SHARES-REINVESTED>                               2067
<NET-CHANGE-IN-ASSETS>                           94498
<ACCUMULATED-NII-PRIOR>                            160
<ACCUMULATED-GAINS-PRIOR>                          608
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    508
<AVERAGE-NET-ASSETS>                            288049
<PER-SHARE-NAV-BEGIN>                            13.39
<PER-SHARE-NII>                                    .39
<PER-SHARE-GAIN-APPREC>                           1.89
<PER-SHARE-DIVIDEND>                               .59
<PER-SHARE-DISTRIBUTIONS>                           .9
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.18
<EXPENSE-RATIO>                                    .65
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED MARCH 31, 1998 FOR J.P. MORGAN INSTITUTIONAL INTERNATIONAL BOND
FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 008
   <NAME> J.P. MORGAN INSTITUTIONAL INTERNATIONAL BOND FUND
<MULTIPLIER> 1000
       
<S>                             <C>

<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               MAR-31-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                            6229
<RECEIVABLES>                                       14
<ASSETS-OTHER>                                       9
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                    6252
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           54
<TOTAL-LIABILITIES>                                 54
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                          6068
<SHARES-COMMON-STOCK>                              764
<SHARES-COMMON-PRIOR>                              823
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                           (205)
<ACCUMULATED-NET-GAINS>                            477
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (142)
<NET-ASSETS>                                      6198
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                     139
<EXPENSES-NET>                                       1
<NET-INVESTMENT-INCOME>                            138
<REALIZED-GAINS-CURRENT>                           375
<APPREC-INCREASE-CURRENT>                        (132)
<NET-CHANGE-FROM-OPS>                              381
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          668
<DISTRIBUTIONS-OF-GAINS>                           172
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            509
<NUMBER-OF-SHARES-REDEEMED>                        658
<SHARES-REINVESTED>                                 89
<NET-CHANGE-IN-ASSETS>                           (928)
<ACCUMULATED-NII-PRIOR>                            325
<ACCUMULATED-GAINS-PRIOR>                          274
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     23
<AVERAGE-NET-ASSETS>                              7326
<PER-SHARE-NAV-BEGIN>                             8.65
<PER-SHARE-NII>                                    .10
<PER-SHARE-GAIN-APPREC>                            .32
<PER-SHARE-DIVIDEND>                               .76
<PER-SHARE-DISTRIBUTIONS>                          .20
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.11
<EXPENSE-RATIO>                                    .65
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE  CONTAINS  SUMMARY  FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED JUNE 30, 1998 FOR J.P. MORGAN INSTITUTIONAL EUROPEAN
EQUITY FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 014
   <NAME> J.P. MORGAN INSTITUTIONAL EUROPEAN EQUITY FUND
<MULTIPLIER> 1000
       
<S>                             <C>

<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                           21456
<RECEIVABLES>                                       10
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                68
<TOTAL-ASSETS>                                   21534
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           38
<TOTAL-LIABILITIES>                                 38
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         20732
<SHARES-COMMON-STOCK>                             1374
<SHARES-COMMON-PRIOR>                              810
<ACCUMULATED-NII-CURRENT>                          158
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                           514
<ACCUM-APPREC-OR-DEPREC>                          1120
<NET-ASSETS>                                     21496
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                     169
<EXPENSES-NET>                                       7
<NET-INVESTMENT-INCOME>                            162
<REALIZED-GAINS-CURRENT>                          1078
<APPREC-INCREASE-CURRENT>                          826
<NET-CHANGE-FROM-OPS>                             2067
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            779
<NUMBER-OF-SHARES-REDEEMED>                        215
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           11322
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              4
<OVERDIST-NET-GAINS-PRIOR>                        1593
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     42
<AVERAGE-NET-ASSETS>                             13252
<PER-SHARE-NAV-BEGIN>                            12.56
<PER-SHARE-NII>                                    .12
<PER-SHARE-GAIN-APPREC>                           2.96
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.64
<EXPENSE-RATIO>                                   1.00
<AVG-DEBT-OUTSTANDING>                              72
<AVG-DEBT-PER-SHARE>                               .08
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE  CONTAINS  SUMMARY  FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED JUNE 30, 1998 FOR J.P. MORGAN INSTITUTIONAL JAPAN EQUITY
FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 016
   <NAME> J.P. MORGAN INSTITUTIONAL JAPAN EQUITY FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                            1334
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       5
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                    1339
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           24
<TOTAL-LIABILITIES>                                 24
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                          3181
<SHARES-COMMON-STOCK>                              221
<SHARES-COMMON-PRIOR>                              305
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                              14
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                          2128    
<ACCUM-APPREC-OR-DEPREC>                           276
<NET-ASSETS>                                      1315
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       1
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              1
<REALIZED-GAINS-CURRENT>                         (908)
<APPREC-INCREASE-CURRENT>                          871
<NET-CHANGE-FROM-OPS>                             (36)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             14
<NUMBER-OF-SHARES-REDEEMED>                         98
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           (558)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                           (15)  
<OVERDIST-NET-GAINS-PRIOR>                      (1219)   
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     26
<AVERAGE-NET-ASSETS>                              1639
<PER-SHARE-NAV-BEGIN>                             6.14
<PER-SHARE-NII>                                  (.00)
<PER-SHARE-GAIN-APPREC>                          (.19)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               5.95
<EXPENSE-RATIO>                                    .92
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED  MAY 31, 1998 FOR J.P.  MORGAN  INSTITUTIONAL  DISCIPLINED
EQUITY FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 0
   <NAME> J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND
<MULTIPLIER>  1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAY-31-1998
<PERIOD-END>                               MAY-31-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          296107
<RECEIVABLES>                                      229
<ASSETS-OTHER>                                      10
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  296346
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          155
<TOTAL-LIABILITIES>                                155
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        253085
<SHARES-COMMON-STOCK>                            19799
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                          779
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          11188
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         31139
<NET-ASSETS>                                    296191
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                    2835
<EXPENSES-NET>                                     743
<NET-INVESTMENT-INCOME>                           2092
<REALIZED-GAINS-CURRENT>                         12850
<APPREC-INCREASE-CURRENT>                        28026
<NET-CHANGE-FROM-OPS>                            42968
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         1506
<DISTRIBUTIONS-OF-GAINS>                          1517
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          16123
<NUMBER-OF-SHARES-REDEEMED>                        893
<SHARES-REINVESTED>                                233
<NET-CHANGE-IN-ASSETS>                          246465
<ACCUMULATED-NII-PRIOR>                            192
<ACCUMULATED-GAINS-PRIOR>                        (144)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1189
<AVERAGE-NET-ASSETS>                            165110
<PER-SHARE-NAV-BEGIN>                            11.47
<PER-SHARE-NII>                                   0.12
<PER-SHARE-GAIN-APPREC>                           3.62
<PER-SHARE-DIVIDEND>                              0.12
<PER-SHARE-DISTRIBUTIONS>                         0.13
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.45
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE  CONTAINS  SUMMARY  FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED MAY 31, 1998 FOR J.P. MORGAN INSTITUTIONAL INTERNATIONAL
OPPORTUNITIES FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 017
   <NAME> J.P. MORGAN INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1998
<PERIOD-END>                               MAY-31-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          441052
<RECEIVABLES>                                     2404
<ASSETS-OTHER>                                     654
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  444110
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        16197
<TOTAL-LIABILITIES>                              16197
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        396488
<SHARES-COMMON-STOCK>                            38573
<SHARES-COMMON-PRIOR>                            21257
<ACCUMULATED-NII-CURRENT>                         2820
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           8786
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         19819
<NET-ASSETS>                                    427913
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                    3152
<EXPENSES-NET>                                     292
<NET-INVESTMENT-INCOME>                           2860
<REALIZED-GAINS-CURRENT>                         12365
<APPREC-INCREASE-CURRENT>                        27134
<NET-CHANGE-FROM-OPS>                            42359
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         1945
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          22575
<NUMBER-OF-SHARES-REDEEMED>                       5318
<SHARES-REINVESTED>                                 59
<NET-CHANGE-IN-ASSETS>                          216684
<ACCUMULATED-NII-PRIOR>                           1906
<ACCUMULATED-GAINS-PRIOR>                       (3579)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    311
<AVERAGE-NET-ASSETS>                            376535
<PER-SHARE-NAV-BEGIN>                             9.94
<PER-SHARE-NII>                                   0.05
<PER-SHARE-GAIN-APPREC>                           1.17
<PER-SHARE-DIVIDEND>                              0.07
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.09
<EXPENSE-RATIO>                                   0.94
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED APRIL 30, 1998 FOR J.P. MORGAN  INSTITUTIONAL  GLOBAL STRATEGIC
INCOME FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 019
   <NAME> J.P. MORGAN INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          190320
<RECEIVABLES>                                     8039
<ASSETS-OTHER>                                      28
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  198387
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          809
<TOTAL-LIABILITIES>                                809
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        194919
<SHARES-COMMON-STOCK>                            19156
<SHARES-COMMON-PRIOR>                            10340
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                             185
<ACCUMULATED-NET-GAINS>                             67
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          2777
<NET-ASSETS>                                    197578
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                    5289
<EXPENSES-NET>                                      18
<NET-INVESTMENT-INCOME>                           5271
<REALIZED-GAINS-CURRENT>                          (25)
<APPREC-INCREASE-CURRENT>                         2775
<NET-CHANGE-FROM-OPS>                             8021
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         5641
<DISTRIBUTIONS-OF-GAINS>                           298
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           9377
<NUMBER-OF-SHARES-REDEEMED>                        727
<SHARES-REINVESTED>                                166
<NET-CHANGE-IN-ASSETS>                           92527
<ACCUMULATED-NII-PRIOR>                            185
<ACCUMULATED-GAINS-PRIOR>                          389
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    140
<AVERAGE-NET-ASSETS>                            146989
<PER-SHARE-NAV-BEGIN>                            10.16
<PER-SHARE-NII>                                    .39
<PER-SHARE-GAIN-APPREC>                            .19
<PER-SHARE-DIVIDEND>                               .40
<PER-SHARE-DISTRIBUTIONS>                          .03
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.31
<EXPENSE-RATIO>                                    .65
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED APRIL 30, 1998 FOR J.P. MORGAN  INSTITUTIONAL  SERVICE TREASURY
MONEY MARKET FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 020
   <NAME> J.P. MORGAN INSTITUTIONAL SERVICE TREASURY MONEY MARKET FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          359300
<RECEIVABLES>                                       30
<ASSETS-OTHER>                                      10
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  359340
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         1808
<TOTAL-LIABILITIES>                               1808
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        357534
<SHARES-COMMON-STOCK>                           357534
<SHARES-COMMON-PRIOR>                            35982
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            (2)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    357532
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 6812
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     313
<NET-INVESTMENT-INCOME>                           6499
<REALIZED-GAINS-CURRENT>                           (2)
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                             6497
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         6499
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        2899516
<NUMBER-OF-SHARES-REDEEMED>                    2578144
<SHARES-REINVESTED>                                180
<NET-CHANGE-IN-ASSETS>                          321550
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            1
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    467
<AVERAGE-NET-ASSETS>                            252890
<PER-SHARE-NAV-BEGIN>                                1
<PER-SHARE-NII>                                   .026
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                              .026
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  1
<EXPENSE-RATIO>                                    .35
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED APRIL 30, 1998 FOR J.P.  MORGAN  INSTITUTIONAL  TREASURY  MONEY
MARKET FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 021
   <NAME> J.P. MORGAN INSTITUTIONAL TREASURY MONEY MARKET FUND
<MULTIPLIER> 1000
       

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          199779
<RECEIVABLES>                                       16
<ASSETS-OTHER>                                      10
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  199805
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          554
<TOTAL-LIABILITIES>                                554
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        199255
<SHARES-COMMON-STOCK>                           199255
<SHARES-COMMON-PRIOR>                            80922
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            (4)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    199251
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3786
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                           3786
<REALIZED-GAINS-CURRENT>                           (5)
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                             3781
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         3786
<DISTRIBUTIONS-OF-GAINS>                             1
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         799866
<NUMBER-OF-SHARES-REDEEMED>                     683427
<SHARES-REINVESTED>                               1894
<NET-CHANGE-IN-ASSETS>                          118327
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            2
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    112
<AVERAGE-NET-ASSETS>                            140108
<PER-SHARE-NAV-BEGIN>                                1
<PER-SHARE-NII>                                   .027
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                              .027
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  1
<EXPENSE-RATIO>                                    .09
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON FORM
N-SAR DATED MAY 31, 1998 FOR J.P. MORGAN INSTITUTIONAL SERVICE PRIME MONEY
MARKET FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
   <NUMBER> 22
   <NAME> J.P. MORGAN INSTITUTIONAL SERVICE PRIME MONEY MARKET FUND
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1998
<PERIOD-END>                               MAY-31-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                         608,608
<RECEIVABLES>                                       57
<ASSETS-OTHER>                                       9
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 608,674
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        2,500
<TOTAL-LIABILITIES>                              2,500
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       606,176
<SHARES-COMMON-STOCK>                          606,176
<SHARES-COMMON-PRIOR>                              384
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            (2)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   606,174
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                5,178
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     263
<NET-INVESTMENT-INCOME>                          4,915
<REALIZED-GAINS-CURRENT>                           (1)
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                            4,914
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        4,915
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,114,425
<NUMBER-OF-SHARES-REDEEMED>                    508,716
<SHARES-REINVESTED>                                 82
<NET-CHANGE-IN-ASSETS>                         605,790
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    360
<AVERAGE-NET-ASSETS>                           187,863
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   .027
<PER-SHARE-GAIN-APPREC>                           .000
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         .027
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .45
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED  FEBRUARY 28, 1998 FOR J.P.  MORGAN  INSTITUTIONAL  SERVICE TAX
EXEMPT  MONEY  MARKET FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 23
   <NAME> INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET FUND
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1998
<PERIOD-END>                               FEB-28-1998
<INVESTMENTS-AT-COST>                           38,595
<INVESTMENTS-AT-VALUE>                          38,595
<RECEIVABLES>                                    6,717
<ASSETS-OTHER>                                  10,301
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  55,613
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       37,703
<TOTAL-LIABILITIES>                             37,703
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        17,906
<SHARES-COMMON-STOCK>                           17,906
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              4
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    17,910
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  369
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      32
<NET-INVESTMENT-INCOME>                            337
<REALIZED-GAINS-CURRENT>                             4
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                              341
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          337
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        238,645
<NUMBER-OF-SHARES-REDEEMED>                    220,739
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          17,910
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 27,441
<AVERAGE-NET-ASSETS>                            28,605
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   .009
<PER-SHARE-GAIN-APPREC>                           .000
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         .009
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .60
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED APRIL 30, 1998 FOR J.P.  MORGAN  INSTITUTIONAL  SERVICE FEDERAL
MONEY MARKET FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 24
   <NAME> J.P. MORGAN INSTITUTIONAL SERVICE FEDERAL MONEY MARKET FUND
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                           12464
<RECEIVABLES>                                        6
<ASSETS-OTHER>                                      10
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   12480
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           51
<TOTAL-LIABILITIES>                                 51
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         12429
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     12429
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   24
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       2
<NET-INVESTMENT-INCOME>                             22
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                               22
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           22
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          25900
<NUMBER-OF-SHARES-REDEEMED>                      13471
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           12429
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     39
<AVERAGE-NET-ASSETS>                               880
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   .026
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         .026
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .45
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE REPORT ON
FORM N-SAR DATED APRIL 30, 1998 FOR J.P. MORGAN  INSTITUTIONAL BOND FUND - ULTRA
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> J.P. MORGAN INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 25
   <NAME> J.P. MORGAN INSTITUTIONAL BOND FUND - ULTRA
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   5-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                          68,985
<RECEIVABLES>                                       13
<ASSETS-OTHER>                                       9
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  69,007
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          265
<TOTAL-LIABILITIES>                                265
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        68,743
<SHARES-COMMON-STOCK>                            6,845
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                           13
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                           343
<ACCUM-APPREC-OR-DEPREC>                           329
<NET-ASSETS>                                    68,743
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                   1,053
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                          1,053
<REALIZED-GAINS-CURRENT>                         (343)
<APPREC-INCREASE-CURRENT>                          329
<NET-CHANGE-FROM-OPS>                            1,039
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        1,040
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          6,806
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                 39
<NET-CHANGE-IN-ASSETS>                          68,743
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     46
<AVERAGE-NET-ASSETS>                            41,695
<PER-SHARE-NAV-BEGIN>                            10.03
<PER-SHARE-NII>                                   0.25
<PER-SHARE-GAIN-APPREC>                           0.01
<PER-SHARE-DIVIDEND>                              0.25
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.04
<EXPENSE-RATIO>                                   0.36
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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