JP MORGAN INSTITUTIONAL FUNDS
497, 1999-05-21
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J.P. Morgan Institutional Funds

     Supplement  dated May 21, 1999, to the following  Prospectus:  J.P.  Morgan
Institutional  U.S. Equity Funds, dated March 1, 1999 The following replaces the
section entitled "Performance" information on page 3 with respect to J.P. Morgan
Institutional Disciplined Equity Fund:

PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Disciplined Equity Fund.

The bar chart  indicates  some of the risks by showing  the  performance  of the
fund's shares during its first complete calendar year of operations.

The table  indicates  some of the risks by showing how the fund's average annual
returns  for the past year and for the life of the fund  compare to those of the
S&P 500 Index. This is a widely recognized,  unmanaged index of U.S. stocks used
as a measure of overall U.S. stock market performance.

The fund's past  performance  does not  necessarily  indicate  how the fund will
perform in the future.


Total return (%)     Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
                                                                        1998

                                                                       32.35
30%


20%


10%


0%

[ ] J.P. Morgan Institutional Disciplined Equity Fund

For the period covered by this total return chart, the fund's highest  quarterly
return was 22.85% (for the quarter  ended  12/31/98);  and the lowest  quarterly
return was -9.91% (for the quarter ended 9/30/98).

<TABLE>
<CAPTION>
<S>                         <C>
Average annual total return (%) Shows  performance  over time, for periods ended
December 31, 1998
- -----------------------------------------------------------------------------------------------------
                                                                         Past 1 yr.   Life of fund(1)
J.P. Morgan Institutional Disciplined Equity Fund (after expenses)         32.35           30.46
- -----------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses)                                                28.58           28.37
- -----------------------------------------------------------------------------------------------------
</TABLE>

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

(2) The fund's fiscal year end is 5/31.

<PAGE>

The following supplements the information under "U.S. Equity Investment Process"
on page 11.

Although  the  J.P.  Morgan  Institutional  Disciplined  Equity  Fund  commenced
operations  on 1/3/97,  J.P.  Morgan has  managed  accounts  with  substantially
similar objectives and policies as the fund since 1989. The performance of these
private accounts is shown below:

<TABLE>
<CAPTION>

Total return (%) (unaudited)  Shows changes in returns by calendar year(1,2)
<S>     <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                     1990         1991         1992         1993         1994         1995         1996       1997         1998


40%
                                                                                      37.87                   33.37         31.91
                                 30.39

30%

                                                                                                  23.26
20%
                                              11.75
                                                           10.20
10%

                    (2.94)                                              2.21
0%


(10%)

</TABLE>

[ ] Disciplined Equity Private Account Composite

For the period covered by this year-by-year  total return chart, the Composite's
highest  quarterly return was 22.40% (for the quarter ended  12/31/98);  and the
lowest quarterly return was -14.14% (for the quarter ended 9/30/90).

<TABLE>
<CAPTION>
<S>                         <C>
Average annual total return (%)  (unaudited)  Shows  performance  over time, for
periods ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------
                                                                              1 yr.      5 yrs.  Since 10/31/89(1)
Disciplined Equity Private Account
Composite (after expenses)(2)                                                31.91       25.03        19.11
- ------------------------------------------------------------------------------------------------------------------
S&P 500(3) (no expenses)                                                     28.58       24.06        18.11
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2) 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%, after reimbursement.  The performance of
    accounts in the Composite  might have been lower if they were subject to the
    extra  restrictions  imposed on mutual funds.  J.P.  Morgan has prepared and
    presented  this  report  in  compliance  with the  Performance  Presentation
    Standards  of  the  Association  for  Investment   Management  and  Research
    (AIMR-PPSTM),  which  went into  effect on 1/1/93.  Prior to that date,  the
    Composite may not have  included all  discretionary  accounts.  AIMR has not
    been involved with the preparation or review of this report.

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




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