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                   U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                 FORM 12b-25


                         NOTIFICATION OF LATE FILING


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                               SEC FILE NUMBER
                                   814-155
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                                 CUSIP NUMBER
                                     NONE
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[X] Form 10-K and   [ ] Form 20-F   [ ] Form 11-K   [ ] Form 10-Q and   [ ] Form N-SAR
    Form 10-KSB                                         Form 10-QSB       




      For Period Ended:    DECEMBER 31, 1997
                       --------------------------------------------------------

      [ ]   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: 
                                      -----------------------------------------

      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

      Full Name of Registrant

        WALNUT FUNDS, INC.
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      Former name, if applicable


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      Address of Principal Executive Office (Street and Number)

       8000 TOWERS CRESCENT DRIVE, SUITE 1070
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      City, State and Zip Code VIENNA, VIRGINIA 22182
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PART II - RULES 12b-15(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)

      [X] (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 or 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 or 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

      [X] (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 Form 10-K and Form 10-KSB,
11-K, 20-F, 10-Q, Form 10-QSB, N-SAR or the transition report or portion thereof
could not be filed within the prescribed period.


      Based on certain legal precedents, the registrant has submitted 
      a request to the staff of the Securities and Exchange Commission 
      (the "SEC") to refrain from taking any enforcement action against 
      the registrant in the event that the registrant does not file an 
      Annual Report on Form 10-K for its fiscal year ended December 31, 
      1997.  The registrant is requesting this extension to preserve 
      its ability to timely file an Annual Report on Form 10-K in the 
      event that the staff of the SEC fails to grant such no action 
      relief and the registrant is required to file such Annual Report 
      on Form 10-K.


PART IV - OTHER INFORMATION

      (1)    Name and telephone number of person to contact in regard to this
             notification
              ROBERT F. MAUER                         (703) 448-3771
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                  (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

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months or for such shorter period that the registrant was required to file such
report(s) been filed?  If the answer is no, identify report(s).

                                                               [X] Yes   [ ] No

      (3)    Is it 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



                               WALNUT FUNDS, INC.
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               (Name of Registrant as specified in its charter)

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



Date:        March 31, 1998                  By: /s/ Robert F. Mauer
      ------------------------------             ----------------------------
                                             Name:  Robert F. Mauer
                                             Title: Treasurer
















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