**FORM 6-K**

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

# Report of Foreign Issuer

# Pursuant to Rule 13a-16 or 15d-16 of

# Securities Exchange Act of 1934

For the month of September 2004

HOLMES FINANCING (NO 2) PLC
  HOLMES FUNDING LIMITED
HOLMES TRUSTEES LIMITED

(Translation of registrants name into English)

Abbey National House, 2 Triton Square, Regents Place,
  London NW1 3AN, England
  (Address of principal executive offices)

|Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
|-------------------------------------------------------------------------------------------------------------------

Form 20-F . . . .X. . . . Form 40-F . . . . . . . .

|Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Yes . . . . . . . No . . .X. . . .

---

Holmes Financing No 2 plc  Periodic Report re Holmes Trustees Limited and Holmes Funding Limited For Period 10 August 2004 to 08 September 2004


All values are in thousands of pounds sterling unless otherwise stated

|                                                                                                                                       |                |                |                
|-------------------------------------------------------------------------------------------------------------------------------------- | -------------- | -------------- | ---------------
|Mortgage Asset Analysis                                                                                                                |                |                |                
|                                                                                                                                       |                |                |                
|Analysis of Mortgage Trust Movements                                                                                                   |                |                |                
|                                                                                                                                       |                |               
|                                                                                                                                       | Current Period |               
|                                                                                                                                       | Number         | £000's         |                
|                                                                                                                                       |                |               
|Brought Forward                                                                                                                        | 412,259        | 29,768,093     |                
|Replenishment                                                                                                                          | 16,659         | 1,453,037      |                
|Repurchased                                                                                                                            | (6,995)        | (528,902)      |                
|Redemptions                                                                                                                            | (13,883)       | (921,931)      |                
|Losses                                                                                                                                 | (3)            | 0              |                
|Capitalised Interest                                                                                                                   | 0              | 4,634          | ( * see below )
|Other Movements                                                                                                                        | 0              | 1              |                
|                                                                                                                                       |                |                |                
|Carried Forward                                                                                                                        | 408,037        | 29,774,932     |                
|                                                                                                                                       |                |                |                
|                                                                                                                                       |                |                |                
|*      Capitalised interest refers to interest due met from amounts standing to the credit of overpayment facilities on flexible loans
|                                                                                                                                       |                |                |                
|                                                                                                                                       |                |               
|                                                                                                                                       | Cumulative     |               
|                                                                                                                                       |                |               
|                                                                                                                                       | Number         | £000's         |                
|                                                                                                                                       |                |               
|Brought Forward                                                                                                                        | 115,191        | 6,399,214      |                
|Replenishment                                                                                                                          | 861,812        | 64,538,882     |                
|Repurchased                                                                                                                            | (252,918)      | (17,871,072)   |                
|Redemptions                                                                                                                            | (315,575)      | (23,344,415)   |                
|Losses                                                                                                                                 | (473)          | (782)          |                
|Capitalised Interest                                                                                                                   | 0              | 53,104         | ( * see above )
|Other Movements                                                                                                                        | 0              | 1              |                
|                                                                                                                                       |                |                |                
|Carried Forward                                                                                                                        | 408,037        | 29,774,932     |                
|                                                                                                                                       |                |                |                
|                                                                                                                                       | Period CPR     | Annualised CPR |                
|                                                                                                                                       |                |               
|1 Month                                                                                                                                | 4.87%          | 75.10%         | **( including  
|3 Month                                                                                                                                | 14.95%         | 75.94%         | redemptions and
|12 Month                                                                                                                               | 56.62%         | 56.62%         | repurchases )  
|                                                                                                                                       |                |                |                
|**      The annualised CPR's are expressed as a percentage of the outstanding balance at the end of the period                        

Page 1 of 8

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Holmes Financing No 2 plc Periodic Report re Holmes Trustees Limited and Holmes Funding Limited For Period 10 August 2004 to 08 September 2004


All values are in thousands of pounds sterling unless otherwise stated

|                                                                                                                     |            |                                   | 
|-------------------------------------------------------------------------------------------------------------------- | ---------- | --------------------------------- | 
|Asset Profiles                                                                                                       |            |                                   | 
|                                                                                                                     |            |                                   | 
|Weighted Average Seasoning                                                                                           | 31.96      | months                            | 
|                                                                                                                     |            |                                   | 
|Weighted Average Loan size                                                                                           | £72,971.16 |                                   | 
|                                                                                                                     |            |                                   | 
|Weighted Average LTV                                                                                                 | 70.48%***  | (see below)                       | 
|                                                                                                                     |            |                                   | 
|Weighted Average Indexed LTV                                                                                         | 55.78%     | using Halifax HousePrice Index   
|                                                                                                                     |            |                                   | 
|Weighted Average Indexed LTV                                                                                         | 55.20%     | using Nationwide HousePrice Index
|                                                                                                                     |            |                                   | 
|Weighted Average Remaining Term                                                                                      | 18.43      | Years                             | 
|                                                                                                                     |            |                                   | 
|                                                                                                                     |            |                                   | 
|                                                                                                                     |            |                                   | 
|Product Type Analysis                                                                                                | £000's     | %                                 | 
|                                                                                                                     |            |                                   | 
|Variable Rate                                                                                                        | 8,426,306  | 28.30%                            | 
|Fixed Rate                                                                                                           | 5,815,044  | 19.53%                            | 
|Tracker Rate                                                                                                         | 15,533,582 | 52.17%                            | 
|                                                                                                                     |            |                                   | 
|                                                                                                                     | 29,774,932 | 100.00%                           | 
|                                                                                                                     |            |                                   | 
|                                                                                                                     |            |                                   | 
|As at 08 September 2004 approximately7.9% of the loans were flexible loans                                          
|                                                                                                                     |            |                                   | 
|Repayment Method Analysis                                                                                            | £000's     | %                                 | 
|                                                                                                                     |            |                                   | 
|Endowment                                                                                                            | 6,392,678  | 21.47%                            | 
|Interest Only                                                                                                        | 4,463,262  | 14.99%                            | 
|Repayment                                                                                                            | 18,918,992 | 63.54%                            | 
|                                                                                                                     |            |                                   | 
|                                                                                                                     | 29,774,932 | 100.00%                           | 
|                                                                                                                     |            |                                   | 
|                                                                                                                     |            |                                   | 
|As at 08 September 2004 approximately16.4% of the loans were written under Abbey's policy of non-income verification
|                                                                                                                     |            |                                   | 
|Loan Purpose Analysis                                                                                                | £000's     | %                                 | 
|                                                                                                                     |            |                                   | 
|Purchase                                                                                                             | 22,090,022 | 74.19%                            | 
|Remortgage                                                                                                           | 7,684,910  | 25.81%                            | 
|                                                                                                                     |            |                                   | 
|                                                                                                                     | 29,774,932 | 100.00%                           | 
|                                                                                                                     |            |                                   | 
|                                                                                                                     |            |                                   | 
|Mortgage Standard Variable Rate                                                                                      |            |                                   | 
|Effective Date                                                                                                       | Rate       |                                   | 
|01 September 2004                                                                                                    | 6.75%      |                                   | 
|01 July 2004                                                                                                         | 6.50%      |                                   | 
|01 June 2004                                                                                                         | 6.25%      |                                   | 
|01 March 2004                                                                                                        | 6.00%      |                                   | 

Page 2 of 8

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Holmes Financing No 2 plc  Periodic Report re Holmes Trustees Limited and Holmes Funding Limited For Period 10 August 2004 to 08 September 2004


All values are in thousands of pounds sterling unless otherwise stated

|                         |         |            |        
|------------------------ | ------- | ---------- | -------
|Geographic Analysis      |         |            |        
|                         |         |            |        
|Region                   | Number  | £000's     | %      
|                         |         |            |        
|East Anglia              | 16,866  | 1,145,649  | 3.85%  
|East Midlands            | 22,456  | 1,422,772  | 4.78%  
|Greater London           | 66,638  | 6,297,918  | 21.15% 
|North                    | 17,668  | 947,359    | 3.18%  
|North West               | 46,002  | 2,673,188  | 8.98%  
|Scotland                 | 27,076  | 1,505,557  | 5.06%  
|South East               | 105,251 | 9,159,013  | 30.76% 
|South West               | 32,564  | 2,358,986  | 7.92%  
|Wales                    | 19,586  | 1,074,003  | 3.61%  
|West Midlands            | 27,654  | 1,733,568  | 5.82%  
|Yorkshire and Humberside | 25,681  | 1,423,117  | 4.78%  
|Unknown                  | 595     | 33,802     | 0.11%  
|                         |         |            |        
|Total                    | 408,037 | 29,774,932 | 100.00%
|                         |         |            |        
|                         |         |            |        
|                         |         |            |        
|Original LTV Bands       |         |            |        
|                         |         |            |        
|                         |         |            |        
|Range                    | Number  | £000's     | %      
|                         |         |            |        
|0.00 - 25.00             | 14,926  | 637,184    | 2.14%  
|25.01 - 50.00            | 73,274  | 4,472,195  | 15.02% 
|50.01 - 75.00            | 147,871 | 11,871,265 | 39.87% 
|75.01 - 80.00            | 21,690  | 1,768,631  | 5.94%  
|80.01 - 85.00            | 26,532  | 2,242,052  | 7.53%  
|85.01 - 90.00            | 48,951  | 4,123,828  | 13.85% 
|90.01 - 95.00            | 74,793  | 4,659,777  | 15.65% 
|                         |         |            |        
|Total                    | 408,037 | 29,774,932 | 100.00%
|                         |         |            |        

|*** | The balance is the current outstanding balance on the account including accrued interest. The LTV is that at origination and excludes any capitalised high loan to value fees, valuation fees or booking fees.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 3 of 8

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Holmes Financing No 2 plc Periodic Report re Holmes Trustees Limited and Holmes Funding LimitedFor Period 10 August 2004 to 08 September 2004


All values are in thousands of pounds sterling unless otherwise stated

|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | ----------- | ------- | -------
|Arrears                                                                                                                                                                                                                                                                                                                                                                                |            |             |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|Band                                                                                                                                                                                                                                                                                                                                                                                   | Number     | Principal   | Overdue | %      
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|Current                                                                                                                                                                                                                                                                                                                                                                                | 398,073    | 29,092,760  | (2,816) | 97.73% 
|1.00 - 1.99 months                                                                                                                                                                                                                                                                                                                                                                     | 6,008      | 417,018     | 3,594   | 1.40%  
|2.00 - 2.99 months                                                                                                                                                                                                                                                                                                                                                                     | 1,904      | 127,329     | 2,036   | 0.43%  
|3.00 - 3.99 months                                                                                                                                                                                                                                                                                                                                                                     | 890        | 58,203      | 1,317   | 0.20%  
|4.00 - 4.99 months                                                                                                                                                                                                                                                                                                                                                                     | 412        | 26,544      | 780     | 0.09%  
|5.00 - 5.99 months                                                                                                                                                                                                                                                                                                                                                                     | 256        | 16,222      | 589     | 0.05%  
|6.00 -11.99 months                                                                                                                                                                                                                                                                                                                                                                     | 368        | 23,040      | 1,215   | 0.08%  
|12 months and over                                                                                                                                                                                                                                                                                                                                                                     | 37         | 1,951       | 222     | 0.01%  
|Properties in Possession                                                                                                                                                                                                                                                                                                                                                               | 89         | 4,547       | 381     | 0.02%  
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|Total                                                                                                                                                                                                                                                                                                                                                                                  | 408,037    | 29,767,614  | 7,318   | 100.00%
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|Definition of ArrearsThis arrears multiplier is calculated as the arrears amount ( which is the difference between the expected monthly repayments and the amount that has actually been paid, i.e. a total of under and/or over payments ) divided by the monthly amount repayable. It is recalculated every time the arrears amount changes, i.e. on the date when a payment is due. |            |            
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|Movement in Shares of Trust                                                                                                                                                                                                                                                                                                                                                            |            |             |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       | Funding    | Seller      |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       | £000's     | £000's      |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|Balance Brought Forward                                                                                                                                                                                                                                                                                                                                                                | 14,188,169 | 15,579,924  |         |        
|Replenishment of Assets                                                                                                                                                                                                                                                                                                                                                                | 0          | 1,453,037   |         |        
|Acquisition by Funding                                                                                                                                                                                                                                                                                                                                                                 | 0          | 0           |         |        
|Distribution of Principal Receipts                                                                                                                                                                                                                                                                                                                                                     | 0          | (1,450,832) |         |        
|Allocation of Losses                                                                                                                                                                                                                                                                                                                                                                   | 0          | 0           |         |        
|Share of Capitalised Interest                                                                                                                                                                                                                                                                                                                                                          | 2,337      | 2,297       |         |        
|Payment Re Capitalised Interest                                                                                                                                                                                                                                                                                                                                                        | (2,337)    | 2,337       |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|Balance Carried Forward                                                                                                                                                                                                                                                                                                                                                                | 14,188,169 | 15,586,763  |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|Carried Forward Percentage                                                                                                                                                                                                                                                                                                                                                             | 47.65139%  | 52.34861%   |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        
|Minimum Seller Share                                                                                                                                                                                                                                                                                                                                                                   | 1,285,224  | 4.32%       |         |        
|                                                                                                                                                                                                                                                                                                                                                                                       |            |             |         |        

Page 4 of 8

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Holmes Financing No 2 plc  Periodic Report re Holmes Trustees Limited and Holmes Funding Limited For Period 10 August 2004 to 08 September 2004


All values are in thousands of pounds sterling unless otherwise stated

|                                 |              |                             | 
|-------------------------------- | ------------ | --------------------------- | 
|Cash Accumulation Ledger         |              |                             | 
|                                 |              |                             | 
|                                 | £000's       |                             | 
|                                 |              |                             | 
|Brought Forward                  | 1,324,688    |                             | 
|                                 |              |                             | 
|Additional Amounts Accumulated   | 0            |                             | 
|Payment of Notes                 | 0            |                             | 
|                                 |              |                             | 
|Carried Forward                  | 1,324,688    |                             | 
|                                 |              |                             | 
|Target Balance                   | 823,958      | payableon 15th October 2004
|                                 | 500,730      | payableon 15th April 2005  
|                                 |              |                             | 
|                                 | 1,324,688    |                             | 
|                                 |              |                             | 
|                                 |              |                             | 
|                                 |              |                             | 
|Liquidity Facilities             | Drawn £000's | Undrawn £000's              | 
|                                 |              |                             | 
|Holmes Funding                   | £0           | £25,000                     | 
|                                 |              |                             | 
|Holmes Financing 1               | £0           | £25,000                     | 
|                                 |              |                             | 
|Holmes Financing 2               | £0           | £25,000                     | 
|                                 |              |                             | 
|Holmes Financing 3               | £0           | £25,000                     | 
|                                 |              |                             | 
|Holmes Financing 4               | £0           | £25,000                     | 
|                                 |              |                             | 
|Holmes Financing 5               | £0           | £25,000                     | 
|                                 |              |                             | 
|Holmes Financing 6               | £0           | £25,000                     | 
|                                 |              |                             | 
|                                 |              |                             | 
|Excess Spread *                  |              |                             | 
|                                 |              |                             | 
|Quarter to 15/07/04              | 0.3214%      |                             | 
|                                 |              |                             | 
|Quarter to 15/04/04              | 0.3687%      |                             | 
|                                 |              |                             | 
|Quarter to 15/01/04              | 0.4098%      |                             | 
|                                 |              |                             | 
|Quarter to 15/10/03 (Restated)** | 0.3433%      |                             | 
|                                 |              |                             | 
|                                 |              |                             | 

*Excess spread is calculated by reference to deferred consideration (determined according to relevant accounting policies) for the period, adjusted for non-cash related items and items relating to amounts falling due
after transfers to the first and second reserve funds in the Funding Revenue Priority of Payments, expressed as a percentage of the average note balance over that period.

**The figures for excess spread in prior periods have been restated to incorporate the cumulative effects of accounting adjustments. This restatement does not affect the past or current cash value of amounts standing
to the credit of either the first or the second reserve funds.

|                                 |                 |                |                
|-------------------------------- | --------------- | -------------- | ---------------
|                                 |                 |                |                
|Reserve Funds                    | First Reserve   | Second Reserve | Funding Reserve
|                                 |                 |                |                
|Balance as at 15/07/2004         | £338,000,000.00 | £0.00          | £70,000,000.00 
|                                 |                 |                |                
|Required Amount as at 15/07/2004 | £338,000,000.00 | £0.00          | £70,000,000.00 
|                                 |                 |                |                
|Percentage of Notes              | 2.18%           | 0.00%          | 0.45%          
|                                 |                 |                |                

Page 5 of 8

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Holmes Financing No 2 plc Periodic Report re Holmes Trustees Limited and Holmes Funding Limited For Period 10 August 2004 to 08 September 2004


All values are in thousands of pounds sterling unless otherwise stated

Properties in Possession

Stock

|                                |                |          | 
|------------------------------- | -------------- | -------- | 
|                                |                |         
|                                | Current Period |         
|                                |                |         
|                                | Number         | £000's   | 
|                                |                |         
|Brought Forward                 | 74             | 4,075    | 
|                                |                |          | 
|Repossessed in Period           | 21             | 1,828    | 
|                                |                |          | 
|Sold in Period                  | (6)            | (975)    | 
|                                |                |          | 
|Carried Forward                 | 89             | 4,928    | 
|                                |                |          | 
|                                |                |         
|                                |                |         
|                                | Cumulative     |         
|                                |                |         
|                                | Number         | £000's   | 
|                                |                |         
|Repossessed to date             | 610            | 42,020   | 
|Sold to date                    | (521)          | (37,092) | 
|                                |                |          | 
|Carried Forward                 | 89             | 4,928    | 
|                                |                |          | 
|Repossession Sales Information  |                |          | 
|Average time Possession to Sale | 82             | Days     | 
|Average arrears at time of Sale | £3,508         |          | 
|                                |                |          | 
|MIG Claim Status                |                |          | 
|                                | Number         | £000's   | 
|                                |                |          | 
|MIG Claims made                 | 195            | 1,382    | 
|                                |                |          | 
|MIG Claims outstanding          | 0              | 0        | 
|                                |                |          | 
|                                |                |          | 
|Average time claim to payment   | 36             |          | 

Trigger EventsThere has been no debit to the AAA Principal Deficiency Ledger 
The Seller has not suffered an Insolvency Event          
The Seller is still the Servicer                
The
Outstanding Principal balance is in excess of £25 billion

Proposed Changes
  Abbey has requested Fitch Ratings to confirm the impact on the rating of the issued securities if the minimum required short term rating of Abbey as sterling account bank / GIC provider is changed to F1 from F1+. Once
  Fitch has completed its review of the appropriate documentation amendments, it expects to confirm that this change will have no effect on the rating of any of the securities issued by any of the Issuers. In addition, it has indicated that in the
  event that Abbey is downgraded below F1 then Abbey's obligations will either need to be guaranteed by a third party rated at least F1 or transferred to a counter party rated at least F1, within 30 days of the downgrade, to prevent a downgrade by
  Fitch of any of the issued securities

Page 6 of 8

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Holmes Financing No 2 plc Periodic Report re Holmes Trustees Limited and Holmes Funding Limited For Period 10 August 2004 to 08 September 2004


All values are in thousands of pounds sterling unless otherwise stated

Retired Class A Notes

|                             
|-----------------------------
|                             
|Date Retired                 
|                             
|02Q3                         
|02Q4                         
|03Q1                         
|03Q2                         
|03Q3                         
|03Q4                         
|04Q1                         
|04Q2                         
|04Q3                         
|                             
|                             
|Outstanding Class
    A Notes
|                             
|Expected Redemption          
|                             
|04Q3                         
|04Q4                         
|05Q1                         
|05Q2                         
|05Q3                         
|05Q4                         
|06Q1                         
|06Q2                         
|06Q3                         
|06Q4                         
|07Q1                         
|07Q2                         
|07Q3                         
|07Q4                         
|08Q1                         
|08Q2                         
|08Q3                         
|08Q4                         
|09Q1                         
|09Q2                         
|09Q3                         
|09Q4                         
|10Q1                         
|10Q2                         
|10Q3                         
|10Q4                         
|                             

Page 7 of 8

---

Holmes Financing No 2 plc
Periodic Report re Holmes Trustees Limited and Holmes Funding Limited
For Period 10 August 2004 to 08 September 2004

All values are in thousands of pounds sterling unless otherwise stated




Page 8 of 8

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                               | **Holmes Financing (No 2) plc**
|------------------------------ | -------------------------------
|**Dated: 29th September 2004** |