SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
(Name of Registrant)
One Exchange Place, 4th Floor
Boston, Massachusetts 02109
(Address of principal executive offices)
Prime Money Market Fund
Prime Value Money Market Fund
Government Obligations Money Market Fund
Cash Management Fund
Treasury Instruments Money Market Fund
Treasury Instruments Money Market Fund II
100% Treasury Instruments Money Market Fund
Municipal Money Market Fund
Tax-Free Money Market Fund
California Municipal Money Market Fund
Short Duration U.S. Government Fund
Floating Rate U.S. Government Fund
All Shares of Beneficial Interest, Par Value $.001 per share
(Title of securities with respect to which Notice is filed)
File No. 33-55034
811-7364
____________________
The following information is required pursuant to Rule 24f-2 (b) (1):
(i). Fiscal year for which Notice is filed:
February 1, 1994 through January 31, 1995.
(ii). Number of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2 but which remained unsold
at the beginning of such fiscal year:
None
(iii). Amount of securities, if any, registered during such fiscal
year other than pursuant to Rule 24f-2:
None
(iv) Amount of securities sold during such fiscal year*:
Prime Money Market Fund Prime Value Money Market
Fund
53,050,476,530 shares 35,470,628,708 shares
$53,050,476,530 $35,470,628,708
Government Obligations Money Market Fund Cash
Management Fund
1,455,548,867 shares
105,768,047 shares
$1,455,548,867 $105,768,047
Treasury Instruments Money Market Fund Treasury
Instruments Money Market Fund II
0 shares
3,347,910,006 shares
$0
$3,347,910,006
100% Treasury Instruments Money Market Fund Municipal Money
Market Fund
302,935,830 shares
4,299,613,976 shares
$302,935,830
$4,299,613,976
Tax-Free Money Market Fund California Municipal
Money Market Fund
686,501,086 shares
35,100,149 shares
$686,501,086
$35,100,149
Short Duration U.S. Government Fund Floating Rate U.S.
Government Fund
3,346,759 shares 4,923,126 shares
$33,440,423 $49,150,877
________________________________________________________________________
_
*Excludes shares issued upon reinvestment of dividends
(v). Number and amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2*:
Prime Money Market Fund Prime Value Money Market
Fund
53,050,476,530 shares 35,470,628,708 shares
$53,050,476,530 $35,470,628,708
Government Obligations Money Market Fund Cash
Management Fund
1,455,548,867 shares
105,768,047 shares
$1,455,548,867 $105,768,047
Treasury Instruments Money Market Fund Treasury
Instruments Money Market Fund II
0 shares
3,347,910,006 shares
$0
$3,347,910,006
100% Treasury Instruments Money Market Fund Municipal Money
Market Fund
302,935,830 shares
4,299,613,976 shares
$302,935,830
$4,299,613,976
Tax-Free Money Market Fund California Municipal
Money Market Fund
686,501,086 shares
35,100,149 shares
$686,501,086
$35,100,149
Short Duration U.S. Government Fund Floating Rate U.S.
Government Fund
3,346,759 shares 4,923,126 shares
$33,440,423 $49,150,877
An opinion of counsel with respect to the legality of the Lehman
Brothers Institutional Funds Group Trust shares accompanies this Notice.
Dated: March 29, 1995.
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
By: /s/ Patricia L. Bickimer
Patricia L. Bickimer
Secretary
________________________________________________________________________
_
*Excludes shares issued upon reinvestment of dividends
(1) The actual aggregate sales price for which such securities
were sold was $53,050,476,530. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $54,404,282,165. No
portion of such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24f-2(a) in a filing made pursuant to
Section 24(e)(1) of the Investment Company Act of 1940, as amended.
Pursuant to Rule 24f-2(c) the calculation of the net sales of the
portfolio is as follows: $53,050,476,530 -$54,404,282,165 =
($1,353,805,635).
(2) The actual aggregate sales price for which such securities
were sold was $35,470,628,708. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $38,000,646,072. No
portion of such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24f-2(a) in a filing made pursuant to
Section 24(e)(1) of the Investment Company Act of 1940, as amended.
Pursuant to Rule 24f-2(c) the calculation of the net sales of the
portfolio is as follows: $35,470,628,708 - $38,000,646,072 =
($2,530,017,364).
(3) The actual aggregate sales price for which such securities
were sold was $1,455,548,867. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $1,528,154,044. No portion
of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(a) in a filing made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c) the calculation of the net sales of the portfolio is as
follows: $1,455,548,867 - $1,528,154,044 = ($72,605,177).
(4) The actual aggregate sales price for which such securities
were sold was $105,768,047. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $142,538,743. No portion
of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(a) in a filing made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c) the calculation of the net sales of the portfolio is as
follows: $105,768,047 - $142,538,743 = ($36,770,696).
(5) The actual aggregate sales price for which such securities
were sold was $0. During the fiscal year ended January 31, 1995 the
actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $3,000,304. No portion of
such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(a) in a filing made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c) the calculation of the net sales of the portfolio is as
follows: $0 - $3,000,304 = ($3,000,304).
(6) The actual aggregate sales price for which such securities
were sold was $3,347,910,006. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $3,146,465,147. No portion
of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(a) in a filing made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c) the calculation of the net sales of the portfolio is as
follows: $3,347,910,006 - $3,146,465,147 = $201,444,859.
(7) The actual aggregate sales price for which such securities
were sold was $302,935,830. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $351,656,249. No portion
of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(a) in a filing made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c) the calculation of the net sales of the portfolio is as
follows: $302,935,830 - $351,656,249 = ($48,720,419).
(8) The actual aggregate sales price for which such securities
were sold was $4,299,613,976. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $4,558,624,885. No portion
of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(a) in a filing made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c) the calculation of the net sales of the portfolio is as
follows: $4,299,613,976 - $4,558,624,885 = ($259,010,909).
(9) The actual aggregate sales price for which such securities
were sold was $686,501,086. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $686,115,463. No portion
of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(a) in a filing made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c) the calculation of the net sales of the portfolio is as
follows: $686,501,086 - $686,115,463 = $385,623.
(10) The actual aggregate sales price for which such securities
were sold was $35,100,149. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $44,675,801. No portion of
such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(a) in a filing made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c) the calculation of the net sales of the portfolio is as
follows: $35,100,149 - $44,675,801 = ($9,575,652).
(11) The actual aggregate sales price for which such securities
were sold was $33,440,423. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $73,521. No portion of
such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(a) in a filing made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c) the calculation of the net sales of the portfolio is as
follows: $33,440,423 - $73,521 = $33,366,902.
(12) The actual aggregate sales price for which such securities
were sold was $49,150,877. During the fiscal year ended January 31,
1995 the actual aggregate redemption price of securities redeemed by the
Registrant with respect to the portfolio was $3,864,983. No portion of
such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(a) in a filing made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c) the calculation of the net sales of the portfolio is as
follows: $49,150,877 - $3,864,983 = $45,285,894.
The actual aggregate sales price for which Shares of all portfolios of
the Registrant were sold was $98,837,074,499. During the fiscal year
ended January 31, 1995, the actual aggregate redemption price of shares
of all portfolios redeemed by the Registrant was $102,870,097,377. No
portion of such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24e-2(a) in a filing made pursuant to Rule
24(e)(1) of the Investment Company Act of 1940. Pursuant to Rule 24f-
2(c) of the Investment Company Act of 1940, the registration fee with
respect to the securities sold of all portfolios of the Registrant is
calculated as follows: $98,837,074,499 - $102,870,097,377=
($4,033,022,878) x .00034483 = 0
lehman/institut/filings/24f-2.doc
March 29, 1995
Lehman Brothers Institutional Funds Group Trust
One Exchange Place
Boston, Massachusetts 02109
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
In connection with the filing by Lehman Brothers Institutional
Funds Group Trust (the "Trust"), a Massachusetts business trust, of a
Notice (the "Notice") pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "1940 Act"), for the Trust's fiscal
year ended January 31, 1995, you have requested that the undersigned
provide the legal opinion required by that Rule.
In accordance with Rule 24f-2, the Trust has registered an
indefinite number of shares of beneficial interest, $.001 par value, per
share, under the Securities Act of 1933, as amended, (the "1933 Act").
The purpose of the Notice is to make definite the registration of the
following shares of each portfolio series of the Trust (collectively,
the "Shares") sold in reliance upon the Rule during the fiscal year
ended January 31, 1995.
Portfolio
Shares
Prime Money Market Fund
53,050,476,530
Prime Value Money Market Fund
35,470,628,708
Government Obligations Money Market Fund
1,455,548,867
Cash Management Fund
105,768,047
Treasury Instruments Money Market Fund
0
Treasury Instruments Money Market Fund II
3,347,910,006
100% Treasury Instruments Money Market Fund
302,935,830
Municipal Money Market Fund
4,299,613,976
Tax-Free Money Market Fund
686,501,086
California Municipal Money Market Fund
35,100,149
Short Duration U.S. Government Fund
3,346,759
Floating Rate U.S. Government Fund
4,923,126
Lehman Brothers Institutional Funds Group Trust
March 29, 1995
Page Two
The undersigned is Vice President and Associate General Counsel of
The Shareholder Services Group Inc., Administrator to the Trust, and in
such capacity, from time to time and for certain purposes, acts as
counsel to the Trust. I have examined copies of the Declaration of
Trust, as amended, By-Laws, votes adopted by its Board of Trustees, and
such other records and documents as I have deemed necessary for purposes
of this opinion. Furthermore, I have examined a Certificate of the
Treasurer of the Trust to the effect that the Trust received the cash
consideration for each of the Shares in accordance with the
aforementioned charter documents and votes.
On the basis of the foregoing, and assuming all of the Shares were
sold in accordance with the terms of the Trust's Prospectuses in effect
at the time of sale, I am of the opinion that the Shares have been duly
authorized and validly issued and are fully paid and non-assessable.
This opinion is for the limited purposes expressed above and should not
be deemed to be an expression of opinion as to compliance with the 1933
Act, the 1940 Act or applicable State "blue sky" laws in connection with
the sales of the Shares.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Trust's Declaration of Trust
provides that if a shareholder of the Trust is charged or held
personally liable solely by reason of being or having been a
shareholder, the shareholder shall be entitled out of the assets of said
Trust to be held harmless from and indemnified against all loss and
expense arising from such liability. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited
to circumstances in which the Trust itself would be unable to meet its
obligations.
Very truly yours,
/s/ Patricia L. Bickimer
Patricia L. Bickimer
Vice President and
Associate General Counsel
shared/lehman/institut/filings/24f-2leg.doc
