UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        ANNUAL NOTICE OF SECURITIES 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,  MA  01111-0001


2.   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): X

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: DECEMBER 31, 2003

4(b).Check box if this Form is being  filed late  (i.e.  more than 90 days after
     the end of the issuer's fiscal year).  (See  Instruction  A.2)
NOTE:If theForm 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):                            $       580,819

     (ii) Aggregate  price of shares  redeemed or repurchased  during the fiscal
          year                                          $       3

     (iii)Aggregate  price of shares  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)]:
                                                                $       3

      (v) Net sales-if Item 5(i) is greater than Item 5(iv)
            [Subtract Item (iv) from Item 5(i)]:                $       580,816

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

     (vii)Multiplier for determining  registration fee (See Instruction  C.9):
                                                                x    0.00012670

     (viii)Registration  fee due [multiply Item 5(v) by Item 5(vii)] (enter "0"
          if no fee is due):                                    =$ 73.59





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 the  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):           +$      0.00

8.   Total of the amount of the registration fee due plus any interest due [line
     5(viii) plus line 7]:
                                                                =$      73.59

9.   Date  the  registration  fee  and  any  interest  payment  was  sent to the
     Commission's lockbox depository: March 1, 2004

          Method of Delivery: CIK: 067160

                    X           Wire Transfer

                                Mail or other means

                                    SIGNATURE

This  report  has been  signed  below by the  following  person on behalf of the
issuer and in the capacity and on the date indicated.



By (Signature and Title)*               /s/ James S. Collins
                                        JAMES S. COLLINS
                                        CHIEF FINANCIAL OFFICER AND TREASURER


Date:  March 2, 2004



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