**Exhibit    15.1**

**Abbey    National plc: Annual Compliance Certificate**

The undersigned,    a duly authorised representative of Abbey National plc, acting as servicer    (the “Servicer”), pursuant to the Amended and Restated Servicing    Agreement between the Servicer, Holmes Trustees Limited, Holmes Funding Limited    and JPMorgan Chase Bank dated 26 July 2000, as amended (the “Agreement”),    certifies that: 

| 1.     | A        review of the activities of the Servicer relating to Holmes Financing        (No. 8) plc as of 31 December 2005 and for the year then ended and its        performance under the Agreement has been made under my supervision.                                                        |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                           |
| 2.     | A review        of the activities of the Servicer relating to Holmes Financing (No. 9)        plc as of 31 December 2005 and for the period from 8 December 2005 to        31 December 2005 and its performance under the Agreement has been made        under my supervision.                 |
|   |                                                                                                                                                                                                                                                                                           |
| 3.     | Based on        such review, the Servicer has fulfilled its obligations under the Agreement        and the minimum servicing standards attached as Appendix 1 throughout        the above referenced periods in all material respects, except as may be        set forth in paragraph 4 below. |
|   |                                                                                                                                                                                                                                                                                           |
| 4.     | The following        is a description of any exceptions to paragraph 3 above: none.                                                                                                                                                                                                            |

Capitalised    terms used but not defined in this Annual Compliance Certificate have their    respective meanings set forth in the Agreement, unless the context requires    otherwise or unless otherwise defined in this Annual Compliance Certificate.    

IN WITNESS WHEREOF,    the undersigned has duly executed this Annual Compliance Certificate this    27th day of June, 2006. 

  /s/ Chris    Fielding                         Authorized Signatory    Abbey National plc 

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**Minimum    Servicing Standards**

| **(1)** | ***General        servicing considerations*.** |
|---------|------------------------------------------------|
|    |                                           |   |
|    |                                           | (i)        Policies and procedures are instituted to monitor any performance or other        triggersand        events of default in accordance with the transaction agreements. |
|    |                                           |   |
|    |                                           | (ii)        If any material servicing activities are outsourced to third parties,        policies andprocedures        are instituted to monitor the third party’s performance and compliance        with such servicing activities. |
|    |                                           |   |

| **(2)** | ***Cash        collection and administration.*** |
|---------|--------------------------------------------------|
|    |                                             |   |
|    |                                             | (i)        Payments on pool assets are deposited into the appropriate custodial bank        accounts and related bank clearing accounts no more than two business        days of receipt. |
|    |                                             |   |
|    |                                             | (ii)        Advances of funds or guarantees regarding collections, cash flows or distributions,        and any interest or other fees charged for such advances, are made, reviewed        and approved as specified in the transaction agreements. |
|    |                                             |   |
|    |                                             | (iii)        The related accounts for the transaction, such as cash reserve accounts        or accounts established as a form of overcollateralization, are separately        maintained (e.g., with respect to commingling of cash) as set forth in        the transaction agreements. |
|    |                                             |   |
|    |                                             | (iv)        Reconciliations are prepared on a monthly basis for all asset-backed securities related        bank accounts, including custodial accounts and related bank clearing        accounts. These reconciliations: |

|   |   |   |                                                                                                                                                         |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | (A)        Are mathematically accurate;                                                                                                                      |
|   |   |   |                                                                                                                                                         |
|   |   |   | (B)        Are prepared within 30 calendar days after the bank statement cut-off        date;                                                                |
|   |   |   |                                                                                                                                                         |
|   |   |   | (C)        Are reviewed and approved by someone other than the person who prepared        the reconciliation; and                                            |
|   |   |   |                                                                                                                                                         |
|   |   |   | (D)        Contain explanations for reconciling items. These reconciling items are        resolved within 90 calendar days of their original identification. |
|   |   |   |                                                                                                                                                         |

| **(3)** | ***Investor        remittances and reporting.*** |
|---------|--------------------------------------------------|
|    |                                             |   |
|    |                                             | (i)        Amounts due to investors are allocated and remitted in accordance with        timeframes, distribution priority and other terms set forth in the transaction        agreements. |
|    |                                             |   |
| **(4)** | ***Pool        asset administration*.**          |
|    |                                             |   |
|    |                                             | (i)        Collateral or security on pool assets is maintained as required by the        transaction agreements or related pool asset documents. |
|    |                                             |   |
|    |                                             | (ii)        Pool assets and related documents are safeguarded as required by the transaction        agreements. |
|    |                                             |   |
|    |                                             | (iii)        Any additions, removals or substitutions to the asset pool are made, reviewed        and approvedin        accordance with any conditions or requirements in the transaction agreements. |

  

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|   |   | (iv)        The servicer’s records regarding the pool assets agree with the obligor’s        records with respectto        the unpaid principal balance.                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | (v)        Changes with respect to the terms or status of an obligor’s pool        asset (*e.g.*,        loan modificationsor        re-agings) are made, reviewed and approved by authorized personnel in        accordance with thetransaction        agreements and related pool asset documents.                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | (vi)        Loss mitigation or recovery actions (*e.g.*,        foreclosures or repossessions) are initiated, conducted        and concluded in accordance with the timeframes or other requirements        established by the        transaction agreements. Such programs include a hierarchy of workout procedures        (*e.g.*,        forbearance        plans, modifications and deeds in lieu of foreclosure, as applicable).                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | (vii)        Records documenting collection efforts are maintained during the period        a pool asset isdelinquent        in accordance with the transaction agreements. Such records are maintained        on at leasta        monthly basis and describe the entity’s activities in monitoring        delinquent pool assets including,for        example, phone calls, letters and payment rescheduling plans in cases        where delinquency isdeemed        temporary (*e.g.*,        illness or unemployment). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | (viii)        Adjustments to interest rates or rates of return for pool assets with        variable rates arecomputed        based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | (ix)        Delinquencies, charge-offs and uncollectable accounts are recognized and        recorded in accordance        with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | (x)        Any external enhancement or other support, is maintained as set forth        in the transactionagreements.                                                                                                                                                                                                                                                                                                                                                                                                          |

 

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