EXHIBIT 4.9



                               Dated 26 May 2004
                               -----------------





                          GRANITE MORTGAGES 04-2 PLC
                               as Current Issuer




                                 GPCH LIMITED
                    as Post-Enforcement Call Option Holder


                                    - and -



                             THE BANK OF NEW YORK
                                as Note Trustee









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

                 ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT

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










                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937



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                                   CONTENTS


1.   Interpretation...........................................................1

2.   Option...................................................................1

3.   Representations and Warranties...........................................2

4.   Consideration............................................................2

5.   Acknowledgement by Note Trustee..........................................2

6.   Notices..................................................................3

7.   Contracts (Rights of Third Parties) Act 1999.............................3

8.   Governing Law and Jurisdiction; Appropriate Forum........................3



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THIS AGREEMENT IS MADE BY WAY OF DEED dated 26 May 2004

BETWEEN

(1)  GRANITE MORTGAGES 04-2 PLC (registered number 5057377), a public limited
     company incorporated under the laws of England and Wales whose registered
     office is at Fifth Floor, 100 Wood Street, London EC2V 7EX (the "Current
     Issuer");

(2)  GPCH LIMITED (registered number 4128437), a private limited company
     incorporated under the laws of England whose registered office is at
     Fifth Floor, 100 Wood Street, London EC2V 7EX (the "Post-Enforcement Call
     Option Holder"); and

(3)  THE BANK OF NEW YORK acting through its office at 48th Floor, One Canada
     Square, London E14 5AL (in its capacity as the "Note Trustee", which
     expressions shall include such persons and all other persons for the time
     being acting as note trustee or note trustees under the Current Issuer
     Deed of Charge).

IT IS HEREBY AGREED AS FOLLOWS:

1.   Interpretation

     The provisions of:

     (a)  the Master Definitions Schedule as amended and restated by (and
          appearing in Appendix 1 to) the Master Definitions Schedule Eighth
          Amendment and Restatement Deed made on 26 May 2004 between, among
          others, the Seller, Funding and the Mortgages Trustee, and

     (b)  the Issuer Master Definitions Schedule signed for the purposes of
          identification by Sidley Austin Brown & Wood and Allen & Overy LLP
          on 26 May 2004,

     (as the same have been and may be amended, varied or supplemented from
     time to time with the consent of the parties hereto) are expressly and
     specifically incorporated into and shall apply to this Agreement.

     The Issuer Master Definitions Schedule shall prevail to the extent that
     it conflicts with the Master Definitions Schedule.

2.   Option

2.1  In the event that (a) the Current Issuer Security is enforced and, after
     payment of all other claims ranking in priority to the Current Issuer
     Notes under the Current Issuer Deed of Charge, the remaining proceeds of
     such enforcement are insufficient to pay in full all principal and
     interest and other amounts whatsoever due in respect of the Current
     Issuer Notes and all other claims ranking pari passu therewith, or (b)
     within 20 days following the Final Maturity Date of the latest maturing
     Notes, the Note Trustee certifies that there is no further amount
     outstanding under the Current Issuer Intercompany Loan, then all
     interests in the Global Note Certificates will be automatically exchanged
     (such date of exchange being the "Option Exercise Date") for equivalent
     interests in an equivalent amount of Notes in an equivalent Principal


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     Amount Outstanding represented by Individual Note Certificates and such
     Global Note Certificates will be cancelled.

2.2  In connection with the issuance of the Current Issuer Notes, the Note
     Trustee hereby grants, and the Current Issuer hereby acknowledges, an
     option (the "Option"), under which the Note Trustee has no personal
     liability, exercisable by the Post-Enforcement Call Option Holder (or by
     any designated subsidiary of the Post-Enforcement Call Option Holder, to
     be designated by notice from the Post-Enforcement Call Option Holder to
     the Note Trustee at the discretion of the Post-Enforcement Call Option
     Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call
     Option Holder (or any Designated Subsidiary) to acquire at any time on or
     after the Option Exercise Date all (but not some only) of the Relevant
     Notes (as defined below) outstanding as at the Option Exercise Date,
     together with accrued interest thereon ("Relevant Notes" being for the
     purposes of this Deed, all the Current Issuer Notes represented by
     Individual Note Certificates as at the Option Exercise Date).

2.3  The Option shall be exercised by the Post-Enforcement Call Option Holder
     (or any Designated Subsidiary) by notice from the Post-Enforcement Call
     Option Holder (or the Designated Subsidiary) to the Note Trustee and the
     Noteholders in accordance with Condition 14 of the Current Issuer Notes.

3.   Representations and Warranties

     The Post-Enforcement Call Option Holder represents and warrants for the
     benefit of the Current Issuer and the Note Trustee that:

     (a)  it is resident for tax purposes solely in, and has its usual place
          of abode, in the United Kingdom;

     (b)  it does not hold, and has not at any time held, any shares in or
          other interests in any company;

     (c)  it has not engaged in, nor will it engage in, any activities other
          than those contemplated by the Transaction Documents;

     (d)  it will discharge all of its liabilities and meet all of its
          obligations (including any liability in respect of United Kingdom
          corporation tax) as and when they fall due.

4.   Consideration

     The Post-Enforcement Call Option Holder (or the Designated Subsidiary)
     shall pay to the Noteholders in respect of the exercise of the Option,
     the sum of one pence sterling in respect of each Current Issuer Note then
     outstanding.

5.   Acknowledgement by Note Trustee

     The Note Trustee acknowledges that the Current Issuer Notes are to be
     issued subject to the Option and the Note Trustee hereby grants the
     Option but does so entirely without warranty, responsibility or liability
     as to its effectiveness or otherwise on the part of the Note Trustee to
     the Noteholders or any other person. In accordance with the Conditions,
     each of the Noteholders, by subscribing for or purchasing the Current


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     Issuer Notes, shall, upon subscription or purchase, be deemed to have
     agreed to be bound by and, to the extent necessary, to have ratified the
     granting of the Option.

6.   Notices

     Any notices to be given pursuant to this Deed to any of the parties
     hereto shall be sufficiently served if sent by prepaid first class post,
     by hand or facsimile transmission and shall be deemed to be given (in the
     case of facsimile transmission) when despatched, (where delivered by
     hand) on the day of delivery if delivered before 17.00 hours on a
     Business Day or on the next Business Day if delivered thereafter or on a
     day which is not a Business Day or (in the case of first class post) when
     it would be received in the ordinary course of the post and shall be
     sent:

     (a)  in the case of the Current Issuer to: Granite Mortgages 04-2 plc:
          c/o Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile: 020
          7606 0643) for the attention of the Company Secretary;

          with a copy to:
          Northern Rock plc, Northern Rock House, Gosforth, Newcastle upon
          Tyne NE3 4PL, (facsimile: 0191 213 2203) for the attention of the
          Group Secretary;

     (b)  in the case of the Post-Enforcement Call Option Holder to: GPCH
          Limited c/o Fifth Floor, 100 Wood Street, London EC2V 7EX
          (facsimile: 020 7606 0643) for the attention of The Company
          Secretary; and

     (c)  in the case of the Note Trustee to: The Bank of New York, 48th
          Floor, One Canada Square, London E14 5AL (facsimile: 020 7964 6399)
          for the attention of Global Structured Finance Corporate Trust,

     or to such other address or facsimile number or for the attention of such
     other person or entity as may from time to time be notified by any party
     to the others by written notice in accordance with the provisions of this
     Clause 6.

7.   Contracts (Rights of Third Parties) Act 1999

     A person who is not a party to this Deed may not enforce any of its terms
     under the Contracts (Rights of Third Parties) Act 1999, but this shall
     not affect any right or remedy of a third party which exists or is
     available apart from that Act.

8.   Governing Law and Jurisdiction; Appropriate Forum

8.1  This Deed shall be governed by, and construed in accordance with, English
     law.

8.2  Each of the parties hereto irrevocably agrees that the courts of England
     shall have jurisdiction to hear and determine any suit, action or
     proceeding, and to settle any disputes, which may arise out of or in
     connection with this Deed and, for such purposes, irrevocably submits to
     the jurisdiction of such courts.

8.3  Each of the parties hereto irrevocably waives any objection which it
     might now or hereafter have to the courts of England being nominated as
     the forum to hear and determine any proceedings and to settle any
     disputes, and agrees not to claim that any

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     such court is not a convenient or appropriate forum.

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.


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                                                       EXECUTION PAGE



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<S>                                                              <C>
The Current Issuer

Executed by
GRANITE MORTGAGES 04-2 PLC
as its deed as follows:                                            By
Signed for and on its behalf by one of its directors and by          ------------------------------------------------------
another of its directors/its secretary                               for and on behalf of LDC Securitisation Director
                                                                     No.1 Limited

                                                                 NameClive Rakestrow
                                                                     ------------------------------------------------------


                                                                   By
                                                                     ------------------------------------------------------
                                                                     for and on behalf of LDC Securitisation Director
                                                                     No.2 Limited

                                                                 NameSharon Tyson
                                                                     ------------------------------------------------------


The Post-Enforcement Call Option Holder

Executed by
GPCH LIMITED
as its deed as follows:                                            By
Signed for and on its behalf by one of its directors and by          ------------------------------------------------------
another of its directors/its secretary                               for and on behalf of LDC Securitisation Director
                                                                     No.1 Limited

                                                                 NameClive Rakestrow
                                                                     ------------------------------------------------------


                                                                   By
                                                                     ------------------------------------------------------
                                                                     for and on behalf of LDC Securitisation Director
                                                                     No.2 Limited

                                                                 NameSharon Tyson
                                                                     ------------------------------------------------------


The Note Trustee

Executed by
THE BANK OF NEW YORK
as follows:                                                        By
Signed for and on its behalf by one of its duly authorised           ------------------------------------------------------
attorneys/signatories                                                Duly Authorised Attorney/Signatory

                                                                 Name
                                                                     ------------------------------------------------------
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