MASSMUTUAL INSTITUTIONAL FUNDS
497, 1999-11-04
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                                                                             497

                        MASSMUTUAL INSTITUTIONAL FUNDS
                       Supplement dated November 4, 1999
          to the Statement of Additional Information dated May 3, 1999


The Statement of Additional Information is changed as follows:

1.   At page B-17 of the Statement of Additional Information, the following
changes are hereby made to the information provided for Stuart H. Reese: (i)
delete the designation of "President of the Trust"; and (ii) add "President and
Chief Executive Officer (since 1999), David L. Babson and Company Incorporated
(investment adviser)" at the end thereof.

2.   Page B-19 of the Statement of Additional Information is hereby amended by
deleting John H. Southworth as Trustee of the Trust, and adding the following:

     John V. Murphy*            Trustee and President of the Trust
     1295 State Street
     Springfield, MA  01111
     Age 50

     Executive Vice President (since 1997), MassMutual; Executive Vice
     President, Director and Chief Operating Officer (1995-1997), David L.
     Babson and Company Incorporated (investment adviser); Senior Vice President
     and Director (1995-1997), Potomac Babson Incorporated (investment adviser);
     Chief Operating Officer (1993-1996), Concert Capital Management, Inc.
     (investment adviser); Trustee and President (since 1999), MML Series
     Investment Fund (open-end investment company); Trustee, MassMutual
     Institutional Funds (1997-1999).

3.   Pages B-19 to B-20 of the Statement of Additional Information are hereby
amended by deleting the references to Michael D. Hays, Mary Wilson Kibbe,
Stephen L. Kuhn, Charles C. McCobb, Jr., Edmond F. Ryan and Mark B. Ackerman in
its entirety, and substituting the following:

     J. Spencer Williams        Chief Financial Officer and Treasurer
     1295 State Street          of the Trust
     Springfield, MA  01111
     Age:  41

     Senior Vice President (since 1998), Vice President (1997), MassMutual;
     Senior Vice President (1996-1997), Vice President (1994-1995), Federated
     Investors (investment adviser); Chief Financial Officer and Treasurer
     (since 1999), MML Series Investment Fund (open-end investment company).

     Frederick C. Castellani    Vice President of the Trust
     1295 State Street
     Springfield, MA  01111
     Age:  52

     Senior Vice President (since 1996), MassMutual; Senior Vice President
     (1993-1996), CIGNA (insurance and retirement services).
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     Isaac Williams, Jr.        Vice President of the Trust
     1295 State Street
     Springfield, MA  01111
     Age:  41

     Second Vice President (since 1998), MassMutual; Regional Director (1988-
     1998), Peerless Insurance Company (property/casualty insurance company);
     Vice President (since 1999), MML Series Investment Fund (open-end
     investment company).

     Thomas M. Kinzler          Vice President and Secretary of the Trust
     1295 State Street
     Springfield, MA  01111
     Age:  44

     Vice President and Associate General Counsel (since 1999), Second Vice
     President and Associate General Counsel (1996-1999), Assistant Vice
     President and Counsel (1995-1996), Counsel (1989-1995), MassMutual; Vice
     President and Secretary (since 1999), MML Series Investment Fund (open-end
     investment company).

4.   Page B-20 of the Statement of Additional Information is hereby amended by
deleting the information for Vernon J. Meyer in its entirety, and substituting
in its place the following:

     Vernon J. Meyer            Vice President of the Trust
     1295 State Street
     Springfield, MA  01111
     Age:  35

     Vice President (since 1998), Second Vice President (1995-1998), Assistant
     Vice President (1994-1995), MassMutual; Vice President (since 1999), MML
     Series Investment Fund (open-end investment company).

5.   Page B-21 of the Statement of Additional Information is hereby amended by
deleting the second paragraph under "Compensation" in its entirety, and
                                     ------------
substituting in its place the following:

     The following table discloses the compensation paid to the Registrant's
     non-interested Trustees for the fiscal year ended December 31, 1998.  The
     Registrant has no pension or retirement plan, but does have a deferred
     compensation plan.  The plan provides for amounts deferred to be credited a
     rate of interest set by the Board of Trustees from time to time, currently
     eight percent (8%).  No Trustee is currently entitled to receive any
     benefits under such deferred compensation plan.  Each of the non-interested
     Trustees also serves as a Trustee of one other registered investment
     company managed by MassMutual.  Total Compensation from Registrant and Fund
     Complex reflects compensation paid in the 1998 fiscal year.


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