[Investors Bank & Trust Company Letterhead]
May 2, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: MassMutual Institutional Funds
File Nos. 33-73824 and 811-8274
Ladies and Gentlemen:
Pursuant to Rule 497(j) of the Securities Act of 1933, as
amended, and on behalf of MassMutual Institutional Funds (the
"Fund"), the undersigned certifies that (i) the form of the
Fund's Prospectus dated May 1, 1996 and Statement of Additional
Information dated May 1, 1996 that would have been filed under
paragraph (c) of Rule 497 would not have differed from those
contained in Post-Effective Amendment ("PEA") No. 2, the most
recent amendment to the Registration Statement on Form N-1A,
which became effective with the Commission on May 1, 1996, and
(ii) the text of PEA No. 2 was filed electronically via EDGAR on
April 26, 1996.
Questions regarding this filing should be directed to the
undersigned at (617) 330-6413, or in her absence, to George
Boyd, Esq. at (617) 330-6011.
Very truly yours,
/s/ Susan C. Mosher
Susan C. Mosher, Esq.
cc: George M. Boyd
Richard Howe
