INSTITUTIONAL SERIES TRUST
24F-2NT, 1996-01-29
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             Annual Notice of Securities Sold Pursuant to Rule 24F-2

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24F-2




1.  Name and address of issuer:

     Institutional Series Trust


2.  Name of each series or class of funds for which this notice
    is filed:

    Institutional Adjustable Rate Government Portfolio


3.  Investment Company Act File Number:  811-8080

    Securities Act File Number:  33-70362


4.  Last day of fiscal year for which this notice is filed:

    November 30, 1995


5. Check box if this notice is being filed more than 180 days after the close of
the issuer's  fiscal year for purposes of  reporting  securities  sold after the
close  of  the  fiscal  year  but  before  termination  of  the  issuer's  24f-2
declaration:   [ ]


6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):


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

                      None.


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

                      None.



9.  Number and aggregate sale price of securities sold during the fiscal year:

               1,443,651


10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:

               1,443,651


11. Number and aggregate sale price of securities  issued during the fiscal year
in connection with dividend  reinvestment  plans, if applicable (see Instruction
B.7):

                 338,098


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12.  Calculation of registration fee:

     (i)   Aggregate sale price of securities
           sold during the fiscal year in
           reliance on rule 24f-2 (from Item 10):  $  1,443,651
                                                   ------------
     (ii)  Aggregate price of shares issued
           in connection with dividend
           reinvestment plans (from Item 11,
           if applicable):                         +    338,098
                                                   ------------
     (iii) Aggregate price of shares redeemed
           or repurchased during the fiscal year
           (if applicable):                        -  1,781,749
                                                   ------------

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

     (v)   Net aggregate price of securities sold
           and issued during the fiscal year in
           reliance on rule 24f-2 [line (i), plus
           line (ii), less line (iii), plus line
           (iv)] (if applicable):                             0
                                                   ------------

     (vi)  Multiplier prescribed by Section 6(b)
           of the Securities Act of 1933 or other
           applicable law or regulation (see
           Instruction C.6):                       x          0
                                                   ------------

     (vii) Fee due [line (i) or line (v)
           multiplied by line (vi)]:                          0
                                                   ============



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


Date of mailing or wire  transfer  of filing  fees to the  Commission's  lockbox
depository:


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                                   SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.

By (signature and Title)*       /s/Paul Schubert
                                ----------------
                                Paul Schubert
                                Assistant Treasurer

Date  January 24, 1996

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











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                     [LETTERHEAD OF BINGHAM, DANA & GOULD]






                               January 29, 1996

Institutional Series Trust
1285 Avenue of the Americas
New York, NY 10019

Re:  Rule 24f-2 Notice

Dear Sirs:

     We have acted as special Massachusetts counsel to Institutional Series
Trust, a Massachusetts business trust (the "Trust"), in connection with the
Trust's registration, pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended, of an indefinite number of Shares of Beneficial Interest
($.001 par value per share)(the "Shares") under the Securities Act of 1933,
as amended (the "1933 Act").  We understand that, pursuant to such Rule
24f-2, the Trust proposes to file a notice (the "Notice") with the Securities
and Exchange Commission (the "Commission") with respect to the fiscal year
ended November 30, 1995, in order to make definite in number the
registration of 151,448 Shares.  This opinion is being furnished with a view
to your filing the same with the Commission in conjunction with the filing of
the Notice.

     In connection with this opinion, we have examined the following described
documents:

     (a)  a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;

     (b)  copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust dated October 14, 1993;

     (c)  a certificate executed by Paul Schubert, the Assistant Treasurer of
the Trust, as to the number of Shares issued and as to the receipt by the
Trust of the net asset value of the Shares covered by the Notice; and





















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     (d)  a Certificate executed by Dianne E. O'Donnell, the Secretary of the
Trust, certifying as to, and attaching copies of, the Trust's By-Laws and
certain votes of the Trustees of the Trust authorizing the issuance of the
Shares covered by the Notice.

     In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed
by us in original or copy form and the legal competence of each individual
executing any document.

     This opinion is based entirely on our review of the documents listed
above.  We have made no other review or investigation of any kind whatsoever,
and we have assumed, without independent inquiry, the accuracy of the
information set forth in such documents.

     This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts in such Commonwealth (other
than Massachusetts securities laws, with respect to which we express no
opinion), to the extent that same may apply to the matters addressed by this
opinion.

     We understand that all of the foregoing assumptions and limitations are
acceptable to you.

     Based upon and subject to the foregoing, please be advised that is it our
opinion that the 151,448 Shares covered by the Notice were legally issued
and (to the extent still outstanding) are fully paid and nonassessable, except
that shareholders of the Trust may under certain circumstances be held
personally liable for its obligations.

                                        Very truly yours,

                                        /s/ Bingham, Dana & Gould

                                        BINGHAM, DANA & GOULD
























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