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February 17, 2005

VIA EDGAR

Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:    J.P. Morgan Institutional Funds (the "Trust")
            (File Nos. 33-54642/811-07342)
            Partial Withdrawal of Post-Effective Amendment Nos. 104, 106 and 108

Ladies and Gentlemen:

     Pursuant to Rule 477(a) under the Securities Act of 1933, the Trust
requests the partial withdrawal of Post-Effective Amendment No. 104 (filed as
a 485APOS on October 29, 2004 -- Accession No. 0001047469-04-032501),
Post-Effective Amendment No. 106 (filed as a 485BXT on December 28, 2004 --
Accession No. 0001047469-04-038446), and Post-Effective Amendment No. 108
(filed as a 485BXT on January 24, 2005 -- Accession No. 0001047469-05-001361)
to the Trust's registration statement on Form N-1A (together, the
"Amendments").  Post-Effective Amendment No. 104 was filed for the purpose of
registering certain additional share classes that were necessary to a
consummate merger or to round out product offerings. Post-Effective
Amendments Nos. 106 and 108 were filed solely for the purpose of extending
the effective date of Post-Effective Amendment No. 104.

     Since Post-Effective Amendment No. 104 was filed on October 29, 2004,
shareholders of both the JPMorgan Global Strategic Income Fund and the
JPMorgan U.S. Equity Fund have met, and each of those series of the Trust has
approved a shell reorganization transaction pursuant to which each of those
series will be reorganized as series of J.P. Morgan Mutual Fund Series
effective after the close of business on February 18, 2005.

     In light of the pending shell reorganization transaction involving the
JPMorgan U.S. Equity Fund, the Trust would like to withdraw only that portion
of the Amendments that relates to the Ultra Shares of the JPMorgan U.S.
Equity Fund since that share class of that Fund was being registered for the
purpose of filling out product offerings rather than for the purpose of
consummating a pending merger transaction.  The Trust will be filing a
subsequent post-effective Amendment to its registration statement on Form
N-1A for the purpose of completing the registration of the Class B, Class C
and Class M Shares of the JPMorgan Global Strategic Income Fund which are
necessary to consummate a merger transaction that will occur prior to the
closing of the shell reorganization transaction involving the JPMorgan Global
Strategic Income Fund.  That filing will not include any further information
regarding the JPMorgan U.S. Equity Fund or the Ultra Shares of that Fund.

     The Trust confirms that it has not sold any shares using the forms of
prospectuses included in the Amendments.

    If you have any questions regarding this request, please call me at
212.837.1711.

Sincerely,

/s/ Avery P. Maher

Avery P. Maher
Assistant Secretary
J.P. Morgan Institutional Funds


<Page>

February 17, 2005

VIA EDGAR

Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:    J.P. Morgan Institutional Funds (the "Trust")
            (File Nos. 33-54642/ 811-07342)
            Withdrawal of Post-Effective Amendment No. 105

Ladies and Gentlemen:

     Pursuant to Rule 477(a) under the Securities Act of 1933, the Trust
requests withdrawal of Post-Effective Amendment No. 105 to the Trust's
registration statement on Form N-1A.  Post-Effective Amendment No. 105 was
filed via EDGAR on December 17, 2004 (Accession No. 0001047469-04-037604) for
the purpose of updating certain financial information and updating
disclosures regarding market timing, breakpoints and certain other topics in
accordance with the rules under the Investment Company Act of 1940.  Since
Post-Effective Amendment No. 105 was filed on December 17, 2004, shareholders
of each series of the Trust have met and each series of the Trust has
approved either a merger or shell reorganization transaction pursuant to
which each of the respective series will be reorganized effective after the
close of business on February 18, 2005.  As a result of those transactions,
the forms of prospectuses and statements of additional information included
in Post-Effective Amendment No. 105 will no longer be required.

     As a result, the Trust is requesting withdrawal of Post-Effective
Amendment No. 105 to the Trust's registration statement. The Trust confirms
that it has not sold any shares using the forms of prospectuses included in
Post-Effective Amendment No. 105.

    If you have any questions regarding this request, please call me at
212.837.1711.

Sincerely,

/s/ Avery P. Maher

Avery P. Maher
Assistant Secretary
J.P. Morgan Institutional Funds