Rule 497(d)
R-33-80784
MENTOR INSTITUTIONAL TRUST
PROSPECTUS SUPPLEMENT DATED DECEMBER 29, 1995
to Prospectus dated July 7, 1995
The description of the investment policies of Mentor Cash Management
Portfolio, beginning on page 4 of the Prospectus, is amended to provide
that the Portfolio will not invest in securities rated at the time of investment
below A-1 by Standard & Poor's or P-1 by Moody's Investor's Service, Inc.
(or securities not so rated whose issuer does not have outstanding short-term
debt obligations, of comparable priority and security, rated A-1 or P-1).
