MEMORIAL FUNDS
NT-NSAR, 1998-08-28
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                                                            SEC FILE NUMBER
                                                          333-41461; 811-8529
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                                                             CUSIP NUMBER
                                                                 N/A
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

(CHECK ONE):|_|Form 10-K |_| Form 20-F|_| Form 11-K |_| Form 10-Q |X| Form N-SAR

                  For Period Ended: June 30, 1998
                                    ---------------------
                  [ ] Transition Report on Form 10-K
                  [ ] Transition Report on Form 20-F
                  [ ] Transition Report on Form 11-K
                  [ ] Transition Report on Form 10-Q
                  [ ] Transition Report on Form N-SAR
                  For the Transition Period Ended:______________________________

- --------------------------------------------------------------------------------
  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

NOTHING  IN THIS  FORM  SHALL BE  CONSTRUED  TO IMPLY  THAT THE  COMMISSION  HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
- --------------------------------------------------------------------------------
If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

- --------------------------------------------------------------------------------

PART I -- REGISTRANT INFORMATION

- --------------------------------------------------------------------------------
     Memorial Funds
- --------------------------------------------------------------------------------
Full Name of Registrant

- --------------------------------------------------------------------------------
Former Name if Applicable

Two Portland Square
- --------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)

Portland, ME  04101
- --------------------------------------------------------------------------------
City, State and Zip Code

PART II - RULES 12B-25(B) AND (C)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12B-25(b), the following should
be completed. (Check box if appropriate)

          (a) The reasons  described  in  reasonable  detail in Part III of this
              form could  not  be  eliminated  without  unreasonable  effort  or
              expense;
       |X|(b) The subject annual report, semi-annual report,  transition  report
              on  Form  10-K, Form 20-F, 11-K, Form N-SAR,  or  portion thereof,
              will  be  filed  on  or   before   the   fifteenth   calendar  day
              following  the  prescribed  due  date; or  the subject | quarterly
              report of transition  report on Form 10-Q, or portion thereof will
              be filed  on  or before the  fifth  calendar   day  following  the
              prescribed  due date; and
          (c) The  accountant's  statement or other  exhibit  required  by  Rule
              12b-25(c) has  been attached if applicable.

PART III -- NARRATIVE

          State below in reasonable  detail the reasons why the Form 10-K, 11-K,
          10-Q, N-SAR, or the transition report or portion thereof, could not be
          filed  within the  prescribed  time  period.  (ATTACH  EXTRA SHEETS IF
          NEEDED)

                                                 (ATTACH EXTRA SHEETS IF NEEDED)
                                                                SEC 1344 (11-91)



<PAGE>


PART IV -- OTHER INFORMATION

(1)     Name  and  telephone  number of  person  to  contact  in regard to  this
        notification

        Diane L. Gates                    (207)         879-1900  extension 6126
        ----------------------------      ------        -----------------------
       (Name)                            (Area Code)    (Telephone Number)

(2)     Have all other periodic  reports  required under Section 13 or  15(d) of
        the  Securities  Exchange  Act of 1934 or Section 30 of  the  Investment
        Company  Act of 1940  during  the  preceding  12  months  (or  for  such
        shorter)  period that the registrant was required to file such  reports)
        been filed? If answer is no, identify report(s).
                                                                [X] Yes   [ ] No
        ------------------------------------------------------------------------

(3)     It is anticipated that any  significant change in results of  operations
        from  the  corresponding  period  for   the  last  fiscal  year  will be
        reflected  by  the  earnings  statements to  be included in the  subject
        report or portion thereof?                        
                                                                [ ] Yes   [X] No

        If so, attach a explanation of the anticipated change, both narratively,
        and  quantitatively,  and, if appropriate,  state   the  reasons  why  a
        reasonable estimate of the results cannot be made.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                 Memorial Funds
                         -------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


          Date August 28, 1998      By /s/ D. Blaine Riggle, Assistant Secretary
               ---------------        ------------------------------------------

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  the name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

- --------------------------------------------------------------------------------
INTENTIONAL  MISSTATEMENTS  OR  OMISSIONS  OF  FACT CONSTITUTE  FEDERAL CRIMINAL
                        VIOLATIONS (SEE 18 U.S.C. 1001).
- --------------------------------------------------------------------------------
 

                              GENERAL INSTRUCTIONS

1.   This  form  is  required  by Rule 12b-25 (17 CFR 240.12b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.


<PAGE>


                            ATTACHMENT TO FORM 12B-25

                                 AUGUST 28, 1998


         Form N-SAR will be filed within the prescribed 15 day period consistent
with Part II of this form.  Due to an unavoidable  delay in obtaining  necessary
information,  preparation  of the  N-SAR has  taken  more  time  than  expected.
Accordingly,  the Registrant will need the prescribed 15 day extension period to
file form N-SAR. Form N-SAR will be filed electronically as soon as possible.



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