U.S. 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. PLEASE PRINT OR TYPE.

  1. NAME AND ADDRESS OF ISSUER:

  Nations Institutional Reserves
  111 Center Street
  Little Rock, AR  72201

  2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS FILED:

  Nations Cash Reserves-Capital Shares. Nations Cash Reserves-Liquidity Shares.
  Nations Cash Reserves-Adviser Shares. Nations Cash Reserves-Market Shares.
  Nations Government Reserves-Capital Shares. Nations Government
  Reserves-Liquidity Shares. Nations Government Reserves-Adviser Shares. Nations
  Government Reserves-Market Shares. Nations Municipal Reserves-Capital Shares.
  Nations Municipal Reserves-Liquidity Shares. Nations Municipal
  Reserves-Adviser Shares. Nations Municipal Reserves-Market Shares. Nations
  Treasury Reserves-Capital Shares. Nations Treasury Reserves-Liquidity Shares.
  Nations Treasury Reserves-Adviser Shares. Nations Treasury Reserves-Market
  Shares.

  3. INVESTMENT COMPANY ACT FILE NUMBER: 811-6030

     SECURITIES ACT FILE NUMBER:    33-33144

  4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:

                                 APRIL 30, 1997

  5. CHECK BOX IF THIS NOTICE IS BEING FILED MORE THAN 180 DAYS AFTER THE CLOSE
  OF THE ISSUER'S FISCAL YEAR END 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):

                                       N/A

  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:
                                       N/A

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  8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL YEAR OTHER
  THAN PURSUANT TO RULE 24F-2:

                           NUMBER: 202,969,458
                           SALE PRICE: $202,969,458.00

  9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR:

                           NUMBER: 21,402,246,728 SHARES
                           SALE PRICE:      $21,402,246,728.00

  10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR
  IN RELIANCE UPON REGISTRATION PURSUANT TO RULE 24F-2:

                           NUMBER: 21,199,277,270 SHARES
                           SALE PRICE:      $21,199,277,270.00

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  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):
                           NUMBER:       41,732,993 SHARES
                           SALE PRICE:  $41,732,993.00

  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):
                                                              $21,199,277,270.00

  (ii) Aggregate price of shares issued in connection with
  dividend reinvestment plans (from Item 11, if applicable):
                                                                  +41,732,993.00

  (iii) Aggregate price of shares redeemed or repurchased during
  the fiscal year (if applicable):
                                                              -19,165,857,773.00

  (iv) Aggregate price of shares redeemed or repurchased and
  previously applied as a reduction to filing fees pursuant to
  Rule 24e-2 (if applicable):
                                                                           +0.00

  (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):
                                                                2,075,152,490.00

  (vi) Multiplier prescribed by Section 6(b) of the Securities
  Act of 1933 or other applicable law or regulation (see
  Instruction C.6):
                                                                    x 1/33 of 1%

  (vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
                                                                     $628,834.09

  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.

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

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  Date of mailing or wire transfer of filing fees to the Commission's lockbox
  depository:

                                  JUNE 25, 1997

                                   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: \s\ JAMES EDWARD BANKS, JR.
          ASSISTANT SECRETARY

  Date:    JUNE 26, 1997


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