24F-2NT

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                             
                                   FORM 24F-2
                       Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2



1.    Name and address of issuer:

      Institutional International Funds, Inc.
      100 East Pratt Street
      Baltimore, MD 21202

2.    Name of each series or class of funds for which this notice is
      filed:

      Foreign Equity Fund

3.    Investment Company Act File Number:  811-5833

      Securities Act File Number: 33-29697

4.    Last day of fiscal year for which this notice is filed: 

      October 31, 1996

5.    Check box if this notice is being filed more than 180 days after
      the close of the issuer's fiscal year for purposes of reporting
      securities sold after the close of the fiscal year but before
      termination of the issuer's 24f-2 declaration:                      [  ]

6.    Date of termination of issuer's declaration under rule
      24f-2(a)(1), if applicable (see instruction A.6):

      Not applicable

7.    Number and amount of securities of the same class or series which
      had been registered under the Securities Act of 1933 other than
      pursuant to rule 24f-2 in a prior fiscal year, but which remained
      unsold at the beginning of the fiscal year:

      None

8.    Number and amount of securities registered during the fiscal year
      other than pursuant to rule 24f-2:

      None

9.    Number and aggregate sale price of securities sold during the
      fiscal year:  

      51,461,512 shares aggregating $772,533,929

10.   Number and aggregate sale price of securities sold during the
      fiscal year in reliance upon registration pursuant to rule 24f-2:

      51,461,512 shares aggregating $772,533,929

11.   Number and aggregate sale price of securities issued during the
      fiscal year in connection with dividend reinvestment plans, if 
      applicable (see Instruction B.7):

      2,138,128 shares aggregating $30,404,176

12.  Calculation of registration fee:

     (i)  Aggregate sale price of securities
          sold during the fiscal year in reliance
          on rule 24f-2 (from Item 10):                $772,533,929

    (ii)  Aggregate price of shares issued in 
          connection with dividend reinvestment 
          plans (from Item 11, if applicable):       + $ 30,404,176

   (iii)  Aggregate price of shares redeemed 
          or repurchased during the fiscal year 
          (if applicable):                           - $247,451,726

    (iv)  Aggregate price of shares redeemed or 
          repurchased and previously applied as 
          a reduction to filing fees pursuant 
          to rule 24e-2 (if applicable):             +        -0-

     (v)  Net aggregate price of securities sold 
          and issued during the fiscal year in 
          reliance on rule 24f-2 [line (i), plus 
          line (ii), less line (iii), plus line 
          (iv)] (if applicable):                     = $555,486,379

    (vi)  Multiplier prescribed by Section 6(b) 
          of the Securities Act of 1933 or other 
          applicable law or regulation (see 
          Instruction C.6):                          x       1/3300

   (vii)  Fee due [line (i) or line (v) 
          multiplied by line (vi)]:                  =  $168,329.21



Instruction:  Issuers should complete lines (ii), (iii), (iv), and (v)
              only if the form is being filed within 60 days after the
              close of the issuer's fiscal year.  See instruction C.3.



13.    Check box if fees are being remitted to the Commission's 
       lockbox depository as described in section 3a of the
       Commissions's Rules of Informal and Other Procedures
       (17 CFR 202.3a).                                              [X]


       Date of mailing or wire transfer of filing fees to the 
       Commission's lockbox depository: On or about December 17, 1996       

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.


Carmen F. Deyesu, Treasurer
By (Signature and Title)*

December 18, 1996
Date

EX-99.5

December 18, 1996

SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500


Institutional International Funds, Inc.
100 East Pratt Street
Baltimore, Maryland  21202

Dear Sirs:

     Institutional International Funds, Inc., a Maryland corporation (the 
"Corporation") is filing with the Securities and Exchange Commission a Rule
24f-2 Notice on behalf of Foreign Equity Fund, containing the information
specified in paragraph (b)(1) of Rule 24f-2 under the Investment Company Act
of 1940 (the "Rule").  The effect of the Rule 24f-2 Notice, when accompanied
by this opinion and by the filing fee, if any, payable as prescribed by
paragraph (c) of the Rule will be to make definite the number of shares sold
by the Corporation during the fiscal year ending October 31, 1996 in reliance
upon the Rule, if any (the "Rule 24f-2 Shares").

     We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the Rule 24f-2 Shares.  We have
examined copies, either certified or otherwise proven to our satisfaction to
be genuine, of its Charter and By-Laws, as currently in effect, and verbal
confirmation by the Department of Assessments and Taxation of the State of
Maryland certifying the existence and good standing of the Corporation.  We
have also reviewed the Corporation's Registration Statement on Form N-1A and
the form of the Rule 24f-2 Notice being filed by the Corporation.  We are
generally familiar with the corporate affairs of the Corporation.

     The Corporation has advised us that the Rule 24f-2 Shares were sold in
the manner contemplated by the prospectus of the Corporation that was current
and effective under the Securities Act of 1933 at the time of sale, and that
the Rule 24f-2 Shares were sold in numbers within the limits prescribed by the
Charter of the Corporation for a consideration not less than the par value
thereof as required by the laws of Maryland and not less than the net asset
value thereof as required by the Investment Company Act of 1940.

     Based upon the foregoing, it is our opinion that:
          1.   The Corporation has been duly organized and is legally existing
               under the laws of the State of Maryland.

     2.   The Corporation is authorized to issue one billion (1,000,000,000)
          shares of Capital Stock, par value one cent ($.01) per share. 
          Under Maryland law, (i) the number of authorized shares may be
          increased or decreased by action of the Board of Directors and
          (ii) shares which were issued and which have subsequently been
          redeemed by the Corporation are, by virtue of such redemption,
          restored to the status of authorized and unissued shares.

        3.   The Rule 24f-2 Shares were legally issued and are fully paid and
             non-assessable.

        We hereby consent to the filing of this Opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Corporation,
and to the filing of this Opinion under the securities laws of any state.

        We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York.  We note that
we are not licensed to practice law in the State of Maryland, and to the
extent that any opinion expressed herein involves the law of Maryland, such
opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of that State and, where
applicable, published cases, rules or regulations of regulatory bodies of that
State.

                                   Very truly yours,



                                   Shereff, Friedman, Hoffman & Goodman, LLP

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