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 February 2005



HOLMES FINANCING (No 3) 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. 3) PLC                  |  |              |  |              
|--------------------------------------------- |  | ------------ |  | -------------
|Profit & Loss Account                         |  |              |  |              
|Period ended 18 January 2005                  |  |              |  |              
|                                              |  |              |  |              
|                                              |  | This Quarter |  | Prior Quarter
|                                              |  | £'000   |  | £'000   
|                                              |  |              |  |              
|Interest receivable - Inter-company loan      |  | 18,198       |  | 17,399       
|Interest receivable - Cash deposits           |  | -            |  | -            
|                                              |  | 18,198       |  | 17,399       
|                                              |  |              |  |              
|Interest payable - Notes                      |  | (18,198)     |  | (17,399)     
|Interest payable                              |  |              |  |              
|                                              |  | (18,198)     |  | (17,399)     
|                                              |  |              |  |              
|Net operating income                          |  | -            |  | -            
|                                              |  |              |  |              
|Other income                                  |  | -            |  | -            
|Operating expenses                            |  | -            |  | -            
|                                              |  |              |  |              
|Profit on ordinary activities before taxation |  | -            |  | -            
|                                              |  |              |  |              
|Taxation                                      |  | -            |  | -            
|                                              |  |              |  |              
|Profit on ordinary activities after taxation  |  | -            |  | -            
|                                              |  |              |  |              
|Dividend                                      |  | -            |  | -            
|                                              |  |              |  |              
|Retained profit brought forward               |  | 1            |  | 1            
|                                              |  |              |  |              
|Retained profit carried forward               |  | 1            |  | 1            
|                                              |  |              |  |              
|                                              |  |              |  |              





---







|                                                        |  |            |  |           
|------------------------------------------------------- |  | ---------- |  | ----------
|Holmes Financing (No. 3) PLC                            |  |            |  |           
|Balance Sheet                                           |  |            |  |           
|Period ended 18 January 2005                            |  |            |  |           
|                                                        |  |            |  |           
|                                                        |  | £'000 |  | £'000
|                                                        |  |            |  |           
|Fixed asset investments                                 |  |            |  |           
|Loans to Funding                                        |  |            |  | 606,500   
|                                                        |  |            |  |           
|Current assets                                          |  |            |  |           
|Amounts due from group companies                        |  | 7          |  |           
|Cash at bank                                            |  | 7          |  |           
|                                                        |  | 14         |  |           
|                                                        |  |            |  |           
|Creditors: Amounts falling due within one year          |  |            |  |           
|Sundry creditors                                        |  | -          |  |           
|                                                        |  | -          |  |           
|                                                        |  |            |  |           
|Net current assets                                      |  |            |  | 14        
|                                                        |  |            |  |           
|Total assets less current liabilities                   |  |            |  | 606,514   
|                                                        |  |            |  |           
|Creditors: Amounts falling due after more than one year |  |            |  |           
|Amounts due to noteholders                              |  |            |  | (606,500) 
|                                                        |  |            |  |           
|Net assets                                              |  |            |  | 14        
|                                                        |  |            |  |           
|Capital and reserves                                    |  |            |  |           
|Share capital                                           |  |            |  | 13        
|Reserves                                                |  |            |  | 1         
|                                                        |  |            |  | 14        
|                                                        |  |            |  |           
|                                                        |  |            |  |           
|                                                        |  |            |  |           
|                                                        |  |            |  |           
|                                                        |  |            |  |           
|                                                        |  |            |  |           
|                                                        |  |            |  |           
|                                                        |  |            |  |           





---







|Holmes Financing (No. 3) PLC      |                                 |                  |                 
|--------------------------------- | ------------------------------- | ---------------- | ----------------
|Notes Outstanding                 |                                 |                  |                 
|Period ended 18 January 2005      |                                 |                  |                 
|                                  |                                 |                  |                 
|                                  | Series 1 Class A                | Series 2 Class A | Series 3 Class A
|Moody's current rating            | Aaa                             | Aaa              | Aaa             
|S&P current rating                | AAA                             | AAA              | AAA             
|Fitch Ratings current rating      | AAA                             | AAA              | AAA             
|                                  |                                 |                  |                 
|                                  | Series 1 Class B                | Series 2 Class B | Series 3 Class B
|Moody's current rating            | Aa3                             | Aa3              | Aa3             
|S&P current rating                | AA                              | AA               | AA              
|Fitch Ratings current rating      | AA                              | AA               | AA              
|                                  |                                 |                  |                 
|                                  | Series 1 Class C                | Series 2 Class C | Series 3 Class C
|Moody's current rating            | Baa2                            | Baa2             | Baa2            
|S&P current rating                | BBB                             | BBB              | BBB             
|Fitch Ratings current rating      | BBB                             | BBB              | BBB             
|                                  |                                 |                  |                 
|                                  | Series 1 Class A                | Series 2 Class A | Series 3 Class A
|                                  | $                               | $                |                
|Initial note balance              | 1,060,000,000                   | 1,060,000,000    | 805,000,000     
|Previous quarter's note principal | -                               | 1,060,000,000    | 805,000,000     
|Note redemptions                  | -                               | (1,060,000,000)  | -               
|Outstanding note principal        | -                               | -                | 805,000,000     
|                                  |                                 |                  |                 
|                                  | Series 1 Class B                | Series 2 Class B | Series 3 Class B
|                                  | $                               | $                |                
|Initial note balance              | 32,500,000                      | 32,500,000       | 24,000,000      
|Previous quarter's note principal | -                               | 32,500,000       | 24,000,000      
|Note redemptions                  | -                               | -                | -               
|Outstanding note principal        | -                               | 32,500,000       | 24,000,000      
|                                  |                                 |                  |                 
|                                  | Series 1 Class C                | Series 2 Class C | Series 3 Class C
|                                  | $                               | $                |                
|Initial note balance              | 53,000,000                      | 53,000,000       | 50,000,000      
|Previous quarter's note principal | -                               | 53,000,000       | 50,000,000      
|Note redemptions                  | -                               | -                | -               
|Outstanding note principal        | -                               | 53,000,000       | 50,000,000      
|                                  |                                 |                  |                 
|                                  | Series 1 Class A                | Series 2 Class A | Series 3 Class A
|Note interest margins             | 12                              | 16               | 24              
|Step up dates                     | N/A                             | N/A              | 16/07/2006      
|Step up margins                   | N/A                             | N/A              | 48              
|                                  |                                 |                  |                 
|                                  | Series 1 Class B                | Series 2 Class B | Series 3 Class B
|Note interest margins             | 35                              | 40               | 40              
|Step up dates                     | 16/07/2006                      | 16/07/2006       | 16/07/2006      
|Step up margins                   | 70                              | 80               | 80              
|                                  |                                 |                  |                 
|                                  | Series 1 Class C                | Series 2 Class C | Series 3 Class C
|Note interest margins             | 120                             | 127              | 150             
|Step up dates                     | 16/07/2006                      | 16/07/2006       | 16/07/2006      
|Step up margins                   | 220                             | 227              | 250             
|                                  |                                 |                  |                 
|                                  |                                 |                  |                 
|Interest payment cycle            | Quarterly                       |                  |                 
|Interest payment date             | 15th or next business day       |                  |                 
|Next interest payment date        | 15/04/2005                      |                  |                 
|                                  |                                 |                  |                 
|Liquidity facility limit          | £                    25,000,000 |                  |                 
|Liquidity facility drawn          | Nil                             |                  |                 
|Liquidity facility available      | £                    25,000,000 |                  |                 





---







|Holmes Funding Limited                               |  |              |  |               |  |  | 
|---------------------------------------------------- |  | ------------ |  | ------------- |  |  | 
|Profit & Loss Account                                |  |              |  |               |  |  | 
|Period ended 18 January 2005                         |  |              |  |               |  |  | 
|                                                     |  |              |  |               |  |  | 
|                                                     |  | This Quarter |  | Prior Quarter |  |  | 
|                                                     |  | £'000   |  | £'000    |  |  | 
|                                                     |  |              |  | Restated      |  |  | 
|Interest receivable - Mortgages less Swaps           |  | 192,980      |  | 193,991       |  |  | 
|Interest receivable - Cash Deposits                  |  | 25,050       |  | 22,384        |  |  | 
|                                                     |  | 218,030      |  | 216,374       |  |  | 
|                                                     |  |              |  |               |  |  | 
|Interest payable - Inter-company loans               |  | (208,265)    |  | (209,806)     |  |  | 
|Interest payable - Start up loans                    |  | (437)        |  | (926)         |  |  | 
|                                                     |  | (208,703)    |  | (210,733)     |  |  | 
|                                                     |  |              |  |               |  |  | 
|Net operating income                                 |  | 9,327        |  | 5,642         |  |  | 
|                                                     |  |              |  |               |  |  | 
|Other income                                         |  | 5,799        |  | 6,560         |  |  | 
|Provisions                                           |  | 14,086       |  | 1,104         |  |  | 
|Expenses                                             |  | (4,718)      |  | (5,244)       |  |  | 
|Start up costs amortisation                          |  | (1,961)      |  | (1,950)       |  |  | 
|Deferred consideration                               |  | (8,329)      |  | (4,896)       |  |  | 
|                                                     |  |              |  |               |  |  | 
|Profit/(loss) on ordinary activities before taxation |  | 14,205       |  | 1,215         |  |  | 
|                                                     |  |              |  |               |  |  | 
|Taxation                                             |  | (4,298)      |  | (364)         |  |  | 
|                                                     |  |              |  |               |  |  | 
|Profit/(loss) on ordinary activities after taxation  |  | 9,907        |  | 850           |  |  | 
|                                                     |  |              |  |               |  |  | 
|Dividend                                             |  | -            |  | -             |  |  | 
|                                                     |  |              |  |               |  |  | 
|Retained profit/(loss) brought forward               |  | (11,815)     |  | (12,665)      |  |  | 
|                                                     |  |              |  |               |  |  | 
|Retained profit/(loss) carried forward               |  | (1,908)      |  | (11,815)      |  |  | 
|                                                     |  |              |  |               |  |  | 
|                                                     |  |              |  |               |  |  | 





---







|                                                        |  |            |  |              |  |  | 
|------------------------------------------------------- |  | ---------- |  | ------------ |  |  | 
|Holmes Funding Limited                                  |  |            |  |              |  |  | 
|Balance Sheet                                           |  |            |  |              |  |  | 
|Period ended 18 January 2005                            |  |            |  |              |  |  | 
|                                                        |  |            |  |              |  |  | 
|                                                        |  | £'000 |  | £'000   |  |  | 
|                                                        |  |            |  |              |  |  | 
|Fixed asset investments                                 |  |            |  |              |  |  | 
|Beneficial interest in Trust mortgage portfolio         |  |            |  | 12,929,603   |  |  | 
|Beneficial interest in Trust cash at bank               |  |            |  |              |  |  | 
|                                                        |  |            |  |              |  |  | 
|Current assets                                          |  |            |  |              |  |  | 
|Amounts owed by Trustee                                 |  | 10,504     |  |              |  |  | 
|Deferred expenditure (costs of securing)                |  | 21,926     |  |              |  |  | 
|Sundry debtors                                          |  | -          |  |              |  |  | 
|Deferred taxation / group relief receivable             |  | 3,291      |  |              |  |  | 
|Cash at bank:                                           |  |            |  |              |  |  | 
|Reserve funding                                         |  | 338,070    |  |              |  |  | 
|Transaction account                                     |  | 1,269      |  |              |  |  | 
|Funding GIC account                                     |  | 1,810,327  |  |              |  |  | 
|                                                        |  | 2,185,386  |  |              |  |  | 
|                                                        |  |            |  |              |  |  | 
|Creditors: Amounts falling due within one year          |  |            |  |              |  |  | 
|Deferred consideration creditor                         |  | 203,610    |  |              |  |  | 
|Interest payable - start up loans                       |  | 437        |  |              |  |  | 
|Amounts due to Trustee                                  |  |            |  |              |  |  | 
|Interest payable - Inter-company loans                  |  | -          |  |              |  |  | 
|Sundry creditors                                        |  | 179,893    |  |              |  |  | 
|Corporation Taxation                                    |  | 20         |  |              |  |  | 
|                                                        |  | 383,960    |  |              |  |  | 
|                                                        |  |            |  |              |  |  | 
|Net current assets                                      |  |            |  | 1,801,426    |  |  | 
|                                                        |  |            |  |              |  |  | 
|Total assets less current liabilities                   |  |            |  | 14,731,028   |  |  | 
|                                                        |  |            |  |              |  |  | 
|Creditors: Amounts falling due after more than one year |  |            |  |              |  |  | 
|Inter-company loans                                     |  |            |  | (14,699,322) |  |  | 
|Start up loans                                          |  |            |  | (33,614)     |  |  | 
|                                                        |  |            |  |              |  |  | 
|Net assets                                              |  |            |  | (1,908)      |  |  | 
|                                                        |  |            |  |              |  |  | 
|Capital and reserves                                    |  |            |  |              |  |  | 
|Share capital (£2)                                      |  |            |  | -            |  |  | 
|Reserves                                                |  |            |  | (1,908)      |  |  | 
|                                                        |  |            |  | (1,908)      |  |  | 
|                                                        |  |            |  |              |  |  | 
|                                                        |  |            |  |              |  |  | 
|                                                        |  |            |  |              |  |  | 
|                                                        |  |            |  |              |  |  | 





---







|                                               |  |                 |  |                |  |                 |    
|---------------------------------------------- |  | --------------- |  | -------------- |  | --------------- | ---
|Holmes Funding Limited                         |  |                 |  |                |  |                 |    
|Notes to Balance Sheet                         |  |                 |  |                |  |                 |    
|Period ended 18 January 2005                   |  |                 |  |                |  |                 |    
|                                               |  |                 |  |                |  |                 |    
|                                               |  |                 |  | £'000     |  |                 |    
|                                               |  |                 |  |                |  |                 |    
|Balance on cash accumulation ledger            |  |                 |  | 1,764,271      |  |                 |    
|                                               |  |                 |  |                |  |                 |    
|                                               |  |                 |  |                |  |                 |    
|Available credit enhancement                   |  |                 |  |                |  |                 |    
|                                               |  |                 |  |                |  |                 |    
|                                               |  | First Reserve   |  | Second Reserve |  | Funding Reserve |    
|                                               |  |                 |  |                |  |                 |    
|Reserve funds at closing                       |  | 338,000         |  | -              |  | 70,000          |    
|                                               |  |                 |  |                |  |                 |    
|Initial closing reserve funds                  |  | 338,000         |  | -              |  | 70,000          |    
|Drawings to make bullet repayment              |  | -               |  | -              |  | -               |    
|Other drawings                                 |  | -               |  | -              |  | -               |    
|Transfers from revenue receipts                |  | -               |  | -              |  | -               |    
|Closing reserve balance                        |  | 338,000         |  | -              |  | 70,000          |    
|                                               |  |                 |  |                |  |                 |    
|Target reserve funds                           |  | 338,000         |  | -              |  | 70,000          |    
|                                               |  |                 |  |                |  |                 |    
|                                               |  |                 |  |                |  |                 |    
|Principal deficiency ledger                    |  | AAA             |  | AA             |  | A               | BBB
|                                               |  |                 |  |                |  |                 |    
|Opening PDL balance                            |  | Nil             |  | Nil            |  | Nil             | Nil
|Losses this quarter                            |  | -               |  | -              |  | -               | -  
|PDL top up from revenue income                 |  | -               |  | -              |  | -               | -  
|Closing PDL balance                            |  | Nil             |  | Nil            |  | Nil             | Nil
|                                               |  |                 |  |                |  |                 |    
|                                               |  |                 |  |                |  |                 |    
|Start up loan outstanding                      |  | Opening balance |  | Repayment      |  | Closing balance |    
|                                               |  |                 |  |                |  |                 |    
|Initial start up loan (incl. accrued interest) |  | 4,489           |  | -              |  | 4,489           |    
|Second start up loan (incl. accrued interest)  |  | 4,475           |  | -              |  | 4,475           |    
|Third start up loan                            |  | 5,732           |  | -              |  | 5,732           |    
|Fourth start up loan                           |  | 2,440           |  | -              |  | 2,440           |    
|Fifth start up loan                            |  | 1,630           |  | -              |  | 1,630           |    
|Sixth start up loan                            |  | 1,863           |  | -              |  | 1,863           |    
|Seventh start up loan                          |  | 1,137           |  | -              |  | 1,137           |    
|Eigth start up loan                            |  | 11,848          |  | -              |  | 11,848          |    
|Closing balance                                |  | 33,614          |  |                |  | 33,614          |    
|                                               |  |                 |  |                |  |                 |    
|Liquidity facility                             |  |                 |  |                |  |                 |    
|                                               |  |                 |  |                |  |                 |    
|Liquidity facility limit                       |  |                 |  | 25,000         |  |                 |    





---







|Liquidity facility drawn     |  |  |  | -      |  |  | 
|---------------------------- |  |  |  | ------ |  |  | 
|Liquidity facility available |  |  |  | 25,000 |  |  | 
|                             |  |  |  |        |  |  | 







---







|Holmes Trustees Limited                       |  |              |  |              
|--------------------------------------------- |  | ------------ |  | -------------
|Profit & Loss Account                         |  |              |  |              
|Period ended 18 January 2005                  |  |              |  |              
|                                              |  |              |  |              
|                                              |  | This Quarter |  | Prior Quarter
|                                              |  | £'000   |  | £'000   
|                                              |  |              |  |              
|Interest receivable - Mortgages               |  | 386,984      |  | 368,391      
|Interest receivable - Cash Deposits           |  | 8,120        |  | 5,929        
|                                              |  | 395,104      |  | 374,320      
|                                              |  |              |  |              
|Interest payable - Mortgages                  |  | (386,984)    |  | (368,391)    
|Interest payable - Cash Deposits              |  | (8,120)      |  | (5,929)      
|                                              |  | (395,104)    |  | (374,320)    
|                                              |  |              |  |              
|Net operating income                          |  | -            |  | -            
|                                              |  |              |  |              
|Fees receivable                               |  | 4,516        |  | 4,630        
|Fees payable                                  |  | (4,516)      |  | (4,630)      
|                                              |  |              |  |              
|Operating expenses                            |  | (4,227)      |  | (4,619)      
|Provision charges                             |  | 27,015       |  | 2,414        
|Other income                                  |  | (22,787)     |  | 2,205        
|                                              |  |              |  |              
|Profit on ordinary activities before taxation |  | -            |  | -            
|                                              |  |              |  |              
|Taxation                                      |  |              |  |              
|                                              |  |              |  |              
|Profit on ordinary activities after taxation  |  | -            |  | -            
|                                              |  |              |  |              
|Dividend                                      |  | -            |  | -            
|                                              |  |              |  |              
|Retained profit brought forward               |  | -            |  | -            
|                                              |  |              |  |              
|Retained profit carried forward               |  | -            |  | -            
|                                              |  |              |  |              
|                                              |  |              |  |              





---







|                                                    |  |            |  |             
|--------------------------------------------------- |  | ---------- |  | ------------
|Holmes Trustees Limited                             |  |            |  |             
|Balance Sheet                                       |  |            |  |             
|Period ended 18 January 2005                        |  |            |  |             
|                                                    |  |            |  |             
|                                                    |  | £'000 |  | £'000  
|                                                    |  |            |  |             
|Fixed asset investments                             |  |            |  |             
|Mortgage loans secured on residential property      |  |            |  | 29,564,225  
|                                                    |  |            |  |             
|Current assets                                      |  |            |  |             
|Bank interest receivable                            |  | 1,375      |  |             
|Cash at bank                                        |  | 310,348    |  |             
|Amounts due from Seller                             |  | (59,673)   |  |             
|Other debtors                                       |  | 3          |  |             
|Accrued interest receivable                         |  | 57,362     |  |             
|                                                    |  | 309,416    |  |             
|                                                    |  |            |  |             
|Creditors: Amounts falling due within one year      |  |            |  |             
|Amounts due to Funding                              |  | (960)      |  |             
|Sundry creditors                                    |  | 28         |  |             
|                                                    |  | (932)      |  |             
|                                                    |  |            |  |             
|Net current assets                                  |  |            |  | 310,348     
|                                                    |  |            |  |             
|Total assets less current liabilities               |  |            |  | 29,874,573  
|                                                    |  |            |  |             
|Creditors: Amounts falling after more than one year |  |            |  |             
|Seller share of mortgage loans                      |  |            |  | (16,634,622)
|Funding share of mortgage loans                     |  |            |  | (12,929,603)
|                                                    |  |            |  |             
|Seller share of cash at bank                        |  |            |  | (310,348)   
|Funding share of cash at bank                       |  |            |  | -           
|                                                    |  |            |  |             
|Net assets                                          |  |            |  | 0           
|                                                    |  |            |  |             
|Capital and reserves                                |  |            |  |             
|Share capital (£2)                                  |  |            |  | 0           
|Reserves                                            |  |            |  | 0           
|                                                    |  |            |  | 0           
|                                                    |  |            |  |             











---



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 3) PLC
|---------------------------







|Dated: 28th  February 2005 | By / s / Karen Carson  | 
|-------------------------- | ---------------------- | 
|                           | (Authorised Signatory)