CERTIFICATIONS
                                 --------------

I, Carl C. Peterson, certify that:

1.   I have reviewed this report on Form N-CSR of The Memorial Funds;

2.   Based on my knowledge, this report does not contain any untrue statement of
a  material  fact  or omit  to  state a  material  fact  necessary  to make  the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of  operations,  changes in net assets,  and cash
flows (if the financial  statements  are required to include a statement of cash
flows) of the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and  I am  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Rule 30a-2(c) under the  Investment  Company Act of 1940) for the registrant and
have:

a)   designed such  disclosure  controls and  procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this report is being prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

c)   presented in this report our  conclusions  about the  effectiveness  of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize,  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
report whether or not there were significant  changes in internal controls or in
other factors that could



significantly affect internal controls subsequent to the date of our most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Pursuant  to the  requirement  of the  Securities  Exchange  Act of 1934 and the
Investment  Company Act of 1940,  the registrant has fully caused this report to
be signed on its behalf by the undersigned, thereunto dully authorized.

The Memorial Funds
- ------------------

By: /s/ Carl C. Peterson
- ---------------------------------------
President

July 31, 2003
- ---------------------------------------
Date



                                 CERTIFICATIONS
                                 --------------

I, Larry E. Beaver, Jr., certify that:

1.   I have reviewed this report on Form N-CSR of The Memorial Funds;

2.   Based on my knowledge, this report does not contain any untrue statement of
a  material  fact  or omit  to  state a  material  fact  necessary  to make  the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of  operations,  changes in net assets,  and cash
flows (if the financial  statements  are required to include a statement of cash
flows) of the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and  I am  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Rule 30a-2(c) under the  Investment  Company Act of 1940) for the registrant and
have:

a)   designed such  disclosure  controls and  procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this report is being prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

c)   presented in this report our  conclusions  about the  effectiveness  of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize,  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and



6.   The  registrant's  other  certifying  officers and I have indicated in this
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Pursuant  to the  requirement  of the  Securities  Exchange  Act of 1934 and the
Investment  Company Act of 1940,  the registrant has fully caused this report to
be signed on its behalf by the undersigned, thereunto dully authorized.

The Memorial Funds
- ------------------

By: /s/ Larry E. Beaver, Jr.
- ---------------------------------------
Treasurer

July 31, 2003
- ---------------------------------------
Date