MASSMUTUAL INSTITUTIONAL FUNDS
24F-2NT, 1999-05-27
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        ANNUAL NOTICE OF SECURITES SOLD
                             PURSUANT TO RULE 24F-2

            READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.

 1.  Name and address of issuer:

        MassMutual Institutional Funds
        1295 State Street
        Springfield, Massachusetts 01111

 2.  The name of each series or class of securities for which this Form is
     filed (If the Form is being filed for all series and classes of
     securities of the issuer, check the box but do not list series or
     classes):                                              [ ]

                         MassMutual Indexed Equity Fund
                         Class A, Class Y, Class S

 3.  Investment Company Act File Number:  811-8274

     Securities Act File Number:  33-73824


 4(a).  Last day of fiscal year for which this Form is filed: 02/28/99


 4(b).  [  ] Check box if this Form is being filed late (i.e., more than 90
        calendar days after the end of the issuer's fiscal year).  (See
        Instruction A.2)


NOTE: IF THE FORM IS BEING FILED LATE, INTEREST MUST BE PAID ON THE
REGISTRATION FEE DUE.

 4(c).  [  ] Check box if this is the last time the issuer will be filing this
        Form.

 5.     Calculation of registration fee:

       (i)    Aggregate sale price of securities sold
              during the fiscal year pursuant to
              section 24(f):                                   $497,014,444

       (ii)   Aggregate price of securities redeemed
              or repurchased during the fiscal year:  $109,591,358

       (iii)  Aggregate price of securities redeemed
              or repurchased during any PRIOR fiscal
              year ending no earlier than October 11,
              1995 that were not previously used to
              reduce registration fees payable to
              the Commission:                         $ 0

       (iv)   Total available redemption credits
              [add items 5(ii) and 5(iii)]:                   -$109,591,358

       (v)    Net sales -- if item 5(i) is greater
              than Item 5(iv) [subtract Item 5(iv)             $387,423,086
              from Item 5(i)]:

       (vi)   Redemption credits available for use
              in future years -- if Item 5(i) is      $ (0)
              less than Item 5(iv) [subtract Item
              5(iv) from Item 5(i)]:

       (vii)  Multiplier for determining registration
              fee (See Instruction C.9):                           x.000278

       (viii) Registration fee due [multiply Item 5(v)
              by Item 5(vii)] (enter "0" if no fee
              is due):                                            =$107,703.62
                                                                  ------------
                                                                  ------------

  6.  Prepaid Shares

      If the response to Item 5(i) was determined by deducting an amount of
      securities that were registered under the Securities Act of 1933
      pursuant to rule 24e-2 as in effect before October 11, 1997, then report
      the amount of securities (number of shares or other units) deducted
      here:             .  If there is a number of shares or other units that
      were registered pursuant to rule 24e-2 remaining unsold at the end of
      the fiscal year for which this form is filed that are available for use
      by the issuer in future fiscal years, then state that number
      here:           .

  7.  Interest due -- if this Form is being filed more than 90 days after the
      end of the issuer's fiscal year (see Instruction D):        + $0

  8.  Total of the amount of the registration fee due plus any interest due
      [Item 5(viii) plus Item 7]:                                 =$107,703.62

  9.  Date the registration fee and any interest payment was sent to the
      Commission's lockbox depository:
                                                        Sent 5/26/99
                                                        CIK  916053
        Method of Delivery:

                        [x]  Wire Transfer
                        [ ]  Mail or other means


                                   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
Date:   May 25, 1999

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



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