U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
MassMutual Institutional Funds
1295 State Street
Springfield, MA 01111
2. Name of each series or class of funds for which this notice
is filed:
MassMutual Prime Fund MassMutual Value Equity Fund
MassMutual Short Term Bond Fund MassMutual Small Cap Value
Equity Fund
MassMutual Core Bond Fund MassMutual International Equity
MassMutual Balanced Fund Fund
3. Investment Company Act File Number: 811-8274
Securities Act File Number: 33-73824
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close of
the fiscal year but before termination of the issuer's
24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of
1933 other than pursuant to rule 24f-2 in a prior fiscal
year, but which remained unsold at the beginning of
the 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:
Number of shares: 93,754,200 Aggregate sale price:
$1,282,081,094
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Number of shares: 93,754,200 Aggregate sale price:
$1,282,081,094
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
Number of shares: 10,891,240 Aggregate sale price: $138,888,302
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): $ 1,282,081,094
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 138,888,302
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 1,028,507,496
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + N/A
(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): 392,461,900
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $135,331.69
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
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). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: February 23, 1996
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/Stephen L. Kuhn
____________________
Stephen L. Kuhn
Vice President and Secretary
Date: February 19, 1996
*Please print the name and title of the signing officer below
the signature.
