[Investors Bank & Trust Company Letterhead]
May 4, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 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 the MassMutual Institutional Funds (the "Fund"), the undersigned
certifies that (i) the form of the Fund's Prospectus dated May 1, 1998, and the
Statement of Additional Information dated May 1, 1998, that would have been
filed under paragraph (c) of Rule 497 would not have differed from those
contained in Post-Effective Amendment ("PEA") No. 8, the most recent amendment
to the Registration Statement on Form N-1A, which became effective with the
Securities and Exchange Commission on May 1, 1998, and (ii) the text of PEA No.
8 was filed electronically via EDGAR on April 30, 1998.
Questions regarding this filing should be directed to the undersigned
at (617) 946-1940, or in his absence to Susan Mosher, Esq. at (617) 330-6413.
Very truly yours,
/s/John M. DelPrete
John M. DelPrete, Esq.
cc: John Deitelbaum, Esq.
