Exhibit
  10.19

HOLMES
  FINANCING (NO 1) PLC

REPORT
  AND ACCOUNTS

FOR THE
  YEAR ENDED 31
  DECEMBER 2004

Registered
  in England and Wales
  No. 3946294

HOLMES FINANCING
  (NO 1) PLCReport of the Directors

The Directors submit their
  report together with the accounts for the year ended 31 December 2004.

|1. | Principal activity
      and review of the year
|-- | -----------------------------------------------

The principal activity
  of the Company is to issue asset backed notes and enter into all financial arrangements
  in that connection. No future changes in activity are envisaged.

|2. | Results and dividends
|-- | ---------------------

The profit for the year
  on ordinary activities after tax amounted to £1,000 (2003 - £1,000
  loss).

The Directors do not recommend
  the payment of a dividend (2003 - £nil).

The retained profit of £1,000
  (2003 - £1,000 loss) has been transferred to reserves.

|3. | Financial Instruments
|-- | ---------------------

The Companys financial
  instruments, other than derivatives, comprise loans to group undertakings, borrowings,
  cash and liquid resources, and various items, such as debtors and creditors
  that arise directly from its operations. The main purpose of these financial
  instruments is to raise finance for the Companys operations.

The Company also enters
  into derivatives transactions (principally cross currency swaps). The purpose
  of such transactions is to manage the currency risks arising from the Companys
  operations and its sources of finance.

It is, and has been throughout
  the year under review, the Companys policy that no trading in financial
  instruments shall be undertaken.

The main risk arising from
  the Companys financial instruments is currency risk. The Company has debt
  securities in issue denominated in US Dollars and Euros. The Board reviews and
  agrees policies for managing this risk. The Companys policy is to eliminate
  all exposures arising from movements in exchange rates by the use of cross currency
  swaps to hedge payments of interest and principal on the securities.

All other assets, liabilities
  and transactions are denominated in Sterling.

|4. | Directors and their
      interests
|-- | -----------------------------------

The Directors who served
  throughout the year, except as noted,
  were:
  Mr D M Green
  Mr M McDermott
  SPV Management Limited

At the year-end and
  the previous year-end, Holmes Holdings Limited and M. McDermott jointly held
  one share in the Company.

---





SPV Management Ltd and
  M. McDermott held one share in the holding company, Holmes Holdings Limited,
  at the year-end. The other share in Holmes Holdings Limited was held by SPV
  Management Limited. M. McDermott is also a Director of SPV Management Limited.

None of the other Directors
  had a beneficial interest in the shares of the Company, or of the holding company,
  Holmes Holdings Limited, and its subsidiaries at the year-end.

|5. | Directors' responsibility
      in respect of the preparation of accounts
|-- | -------------------------------------------------------------------------

The Directors are required
  by UK company law to prepare financial statements for each financial year that
  give a true and fair view of the state of affairs of the Company as at the end
  of the financial year and the profit or loss for that period.

The Directors confirm that
  suitable accounting policies have been used and applied consistently and that
  reasonable and prudent judgements and estimates have been made in the preparation
  of the financial statements for the year ended 31 December 2004. The Directors
  also confirm that applicable accounting standards have been followed and that
  the statements have been prepared on the going concern basis.

The Directors are responsible
  for keeping proper accounting records which disclose with reasonable accuracy
  at any time the financial position of the Company and to enable them to ensure
  that the financial statements comply with the Companies Act 1985. They are also
  responsible for the Companys system of internal control and for safeguarding
  the assets of the Company and hence for taking reasonable steps for the prevention
  and detection of fraud and other irregularities.

|6. | Going concern
|-- | -------------

The Directors confirm that
  they are satisfied that Holmes Financing (No.1) plc has adequate resources to
  continue in business for the foreseeable future. For this reason, they continue
  to adopt a going concern basis in preparing the financial statements.

|7. | Auditors
|-- | --------

At the forthcoming Annual
  General Meeting of the Company it will be proposed that Deloitte & Touche
  LLP be re-appointed as auditors of the Company.



By Order of the Board



/s/ Karen Carson

For and on behalf of
  Abbey National Secretariat Services Limited
  Company Secretary
  17 June 2005



Registered Office Address:

---





Registered Office Address:
  Abbey National House 
  2 Triton Square 
  Regents Place 
  London 
  NW1 3AN

---



INDEPENDENT AUDITORS
  REPORT TO THE MEMBERS OF HOLMES FINANCING (NO 1) PLC

We have audited the financial
  statements of Holmes Financing (No 1) plc for the year ended 31 December 2004
  which comprise the profit and loss account, the balance sheet and the related
  notes 1 to 17. These financial statements have been prepared under the accounting
  policies set out therein.

Respective responsibilities
  of Directors and auditors

As described in the statement
  of Directors responsibilities, the Companys Directors are responsible
  for the preparation of the financial statements in accordance with applicable
  United Kingdom law and accounting standards. Our responsibility is to audit
  the financial statements in accordance with relevant United Kingdom legal and
  regulatory requirements and auditing standards, and the Listing Rules of the
  Financial Services Authority.

We report to you our opinion
  as to whether the financial statements give a true and fair view and are properly
  prepared in accordance with the Companies Act 1985. We also report if, in our
  opinion, the Directors report is not consistent with the financial statements,
  if the Company has not kept proper accounting records, if we have not received
  all the information and explanations we require for our audit, or if information
  specified by law regarding Directors remuneration and transactions with
  the Company is not disclosed.

We read the Directors
  report for the above year and consider the implications for our report if we
  become aware of any apparent misstatements.

Basis of audit opinion

We conducted our audit
  in accordance with United Kingdom auditing standards issued by the Auditing
  Practices Board. An audit includes examination, on a test basis, of evidence
  relevant to the amounts and disclosures in the financial statements. It also
  includes an assessment of the significant estimates and judgements made by the
  Directors in the preparation of the financial statements and of whether the
  accounting policies are appropriate to the Companys circumstances, consistently
  applied and adequately disclosed.

We planned and performed
  our audit so as to obtain all the information and explanations which we considered
  necessary in order to provide us with sufficient evidence to give reasonable
  assurance that the financial statements are free from material misstatement,
  whether caused by fraud or other irregularity or error. In forming our opinion,
  we also evaluated the overall adequacy of the presentation of information in
  the financial statements.

Opinion

In our opinion the financial statements give a true and fair view
of the state of the Companys affairs as at
31 December 2004 and of its profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

Date: 17 June 2005



/s/ Deloitte & Touche
  LLP

Deloitte & Touche LLP
  
  Chartered Accountants and Registered Auditors 
  London

---





HOLMES FINANCING (NO
  1) PLC

Profit and loss account
  
  For the year ended 31 December 2004

|                                                                                    |      |  |         |   |         |  
|----------------------------------------------------------------------------------- | ---- |  | ------- | - | ------- | -
|                                                                                    | Note |  | 2004    |   | 2003    |  
|                                                                                    |      |  | £'000   |   | £'000   |  
|                                                                                    |      |  |         |   |         |  
|Interest receivable                                                                 | 2    |  | 77,517  |   | 79,636  |  
|Interest payable                                                                    | 3    |  | (77,516 | ) | (79,635 | )
|                                                                                    |      |  |         |   |         |  
|Net interest income                                                                 |      |  | 1       |   | 1       |  
|                                                                                    |      |  |         |   |         |  
|OPERATING PROFIT
      ON ORDINARY ACTIVITIES BEFORE TAXATION                       | 4    |  | 1       |   | 1       |  
|Tax on profit on ordinary activities                                                | 5    |  | –       |   | (2      | )
|                                                                                    |      |  |         |   |         |  
|PROFIT/(LOSS) ON
      ORDINARY ACTIVITIES AFTER TAXATION AND RETAINED FOR THE YEAR | 14   |  | 1       |   | (1      | )
|Profit and loss account brought forward                                             |      |  | 24      |   | 25      |  
|                                                                                    |      |  |         |   |         |  
|Profit and loss account carried forward                                             |      |  | 25      |   | 24      |  
|                                                                                    |      |  |         |   |         |  

There are no recognised
  gains or losses in either the current or previous financial years other than
  the profit for the financial year and therefore no statement of total recognised
  gains and losses is required.

There is no difference
  between the profit on ordinary activities before taxation and the retained profit
  for the year stated above and the increase from the prior year above and their
  historical cost equivalents.

All transactions are derived
  from continuing operations.

---





HOLMES FINANCING (NO
  1) PLC

Balance sheet 
  As at 31 December 2004

|                                                               |      |  |           |  |           | 
|-------------------------------------------------------------- | ---- |  | --------- |  | --------- | 
|                                                               | Note |  | 2004      |  | 2003      | 
|                                                               |      |  | £'000     |  | £'000     | 
|                                                               |      |  |           |  |           | 
|FIXED ASSETS                                                   |      |  |           |  |           | 
|Loans to Group Undertaking                                     | 6    |  | 1,607,000 |  | 1,607,000 | 
|                                                               |      |  |           |  |           | 
|CURRENT ASSETS                                                 |      |  |           |  |           | 
|Debtors                                                        | 7    |  | 17,963    |  | 13,844    | 
|Cash at bank and in hand                                       | 8    |  | 18        |  | 16        | 
|                                                               |      |  |           |  |           | 
|                                                               |      |  | 17,981    |  | 13,860    | 
|CREDITORS –
      amounts falling due within one year          | 9    |  | 17,906    |  | 13,786    | 
|                                                               |      |  |           |  |           | 
|NET CURRENT ASSETS                                             |      |  | 75        |  | 74        | 
|                                                               |      |  |           |  |           | 
|                                                               |      |  |           |  |           | 
|TOTAL ASSETS LESS
      CURRENT LIABILITIES                    |      |  | 1,607,075 |  | 1,607,074 | 
|                                                               |      |  |           |  |           | 
|CREDITORS –
      amounts falling due after more than one year | 10   |  | 1,607,000 |  | 1,607,000 | 
|                                                               |      |  |           |  |           | 
|NET ASSETS                                                     |      |  | 75        |  | 74        | 
|                                                               |      |  |           |  |           | 
|CAPITAL AND RESERVES                                           |      |  |           |  |           | 
|Called up share capital                                        | 13   |  | 50        |  | 50        | 
|Profit and loss account                                        |      |  | 25        |  | 24        | 
|                                                               |      |  |           |  |           | 
|EQUITY SHAREHOLDERS'
      FUNDS                               | 14   |  | 75        |  | 74        | 
|                                                               |      |  |           |  |           | 

The financial statements
  on pages 4 to 11 were approved by the Board of Directors on 17 June 2005

Signed on behalf of the
  Board of Directors



M McDermott
  Director

---





HOLMES FINANCING (NO
  1) PLC

NOTES TO THE ACCOUNTS
  FOR THE YEAR ENDED 31 DECEMBER 2004

1. Accounting Policies

Basis of accountingThe accounts have been prepared under the historical cost convention and in accordance with applicable United Kingdom law and accounting standards. The particular accounting policies adopted are described below:

Presentation of the
  profit and loss accountDue to the
  nature of the business the Directors are of the opinion that it is more appropriate
  to use net interest income rather than turnover in presenting the profit and
  loss account.

Interest ReceivableInterest receivable
  is recognised on an accrual basis.

Fixed AssetsLoans to group undertakings
  held as fixed assets are stated at cost less provision for any impairment.

DerivativesTransactions are undertaken
  in derivative financial instruments, derivatives, which include
  cross currency swaps. Derivatives are entered into for the purpose of eliminating
  risk from potential movements in foreign exchange rates inherent in the Companys
  non-trading assets and liabilities. Non-trading assets and liabilities are those
  intended for use on a continuing basis in the activities of the Company. A derivative
  is designated as non-trading where there is an offset between the effects of
  potential movements in market rates of the derivative and the designated asset
  or liability being hedged. Non-trading derivatives are reviewed regularly for
  their effectiveness as hedges. Non-trading derivatives are accounted for on
  an accruals basis, consistent with the asset or liability being hedged. Income
  and expense on non-trading derivatives are recognised as they accrue over the
  life of the instruments as an adjustment to interest receivable or payable.

Interest receivable
  and payable on foreign currency Interest receivable and payable
  arising in foreign currencies is translated at the average rates of exchange
  over the accounting year unless it is hedged in which case the relevant hedge
  rate is applied. Assets and liabilities denominated in foreign currencies are
  translated into sterling at the contracted hedge rates.

Debt securitiesDebt Securities
  in Issue are stated at net proceeds.

Cash flow statement The Company is a wholly owned
  subsidiary of Holmes Holdings Limited, a company registered in England and Wales.
  Accordingly, the Company has taken advantage of the exemption in paragraph 5(a)
  of Financial Reporting Standard 1 (Revised), Cash Flow Statements and not published
  its own cash flow statement.

---





2. Interest receivable

|                                                      |       
|----------------------------------------------------- | ------
|                                                      | 2004  
|                                                      | £'000 
|                                                      |       
|Interest receivable from group companies (see note 6) | 77,517
|                                                      |       
|                                                      | 77,517
|                                                      |       

All of the income is
derived from one geographical segment.

3. Interest
  payable

|                                                       |       
|------------------------------------------------------ | ------
|                                                       | 2004  
|                                                       | £'000 
|                                                       |       
|Interest
    payable on debt securities (see note 11). | 77,516
|                                                       |       
|                                                       | 77,516
|                                                       |       

4. Profit
on ordinary activities before taxation

The Company has no employees
  (2003: None) other than its directors.

No emoluments were paid
  to the Directors by the Company during the current year (2003:£Nil).

All administrative expenses,
    including auditors' remuneration, in the current and prior year were paid
    for, and borne, by Holmes Funding Limited, a fellow subsidiary undertaking.
    Because of this,	no expenses are shown in the Company.

5. Tax on profit on ordinary activities

|                                                    |      
|--------------------------------------------------- | -----
|                                                    | 2004 
|                                                    | £'000
|                                                    |      
|UK Corporation Tax
    for the year at 0% (2003:0%) | –    
|Adjustment in respect of prior periods              | –    
|                                                    |      
|                                                    | –    
|                                                    |      

The company qualifies for
  the starting companies rate of corporation tax of nil%.

The tax assessed for the
  period is lower than that resulting from applying the standard rate of corporation
  tax in the United Kingdom. The differences are explained below:

|                                                      |      
|----------------------------------------------------- | -----
|                                                      | 2004 
|                                                      | £'000
|                                                      |      
|Profit on ordinary activities before tax              | 1    
|                                                      |      
|Tax at 0% (2003: 0%)                                  | –    
|Effects of:                                           |      
|Adjustments to tax charge in respect of prior periods |      
|                                                      |      
|Current tax credit/(charge) for the period            | –    
|                                                      |      

---





6. Loans to Group Undertaking

|                                                     |          
|---------------------------------------------------- | ---------
|                                                     | 2004     
|                                                     | £'000    
|                                                     |          
|Repayable:                                           |          
|More than two years
    but not more than five years | 650,000  
|More than five years                                 | 957,000  
|                                                     |          
|                                                     | 1,607,000
|                                                     |          

The loans are all denominated
  in sterling and are at variable rates of interest, based on LIBOR for three-
  month sterling deposits

7. Debtors

|                                                          |       
|--------------------------------------------------------- | ------
|                                                          | 2004  
|                                                          | £'000 
|                                                          |       
|Amounts due from group undertaking                        | 20    
|Called up share capital not paid                          |       
|- due from parent undertaking                             | 37    
|Accrued interest receivable on loans to group undertaking | 17,906
|                                                          |       
|                                                          | 17,963
|                                                          |       

8. Cash at Bank and in Hand

The Company holds deposits
  at banks, which pay interest based on LIBOR.

9. Creditors : amounts falling due within one year

|                                 |       
|-------------------------------- | ------
|                                 | 2004  
|                                 | £'000 
|                                 |       
|Accrued interest
        payable | 17,906
|                                 |       
|                                 | 17,906
|                                 |       

10. Creditors : amounts
  falling due after more than one year

|                                            |          
|------------------------------------------- | ---------
|                                            | 2004     
|                                            | £'000    
|                                            |          
|Debts securities
        in issue (note 11) | 1,607,000
|                                            |          



---





11. Debt Securities in
  Issue

|                                                       |          
|------------------------------------------------------ | ---------
|                                                       | 2004     
|                                                       | £'000    
|                                                       |          
|Series 2 Class A Floating
    Rate Notes 2007          | 650,000  
|Series 2 Class B Floating Rate Notes 2040              | 23,000   
|Series 2 Class C Floating Rate Notes 2040              | 30,000   
|Series 3 Class A1 Floating Rate Notes 2010             | 375,000  
|Series 3 Class A2 Floating Rate Notes 2010             | 200,000  
|Series 3 Class B Floating Rate Notes 2040              | 24,000   
|Series 3 Class C Floating Rate Notes 2040              | 30,000   
|Series 4 Class A Fixed
    / Floating Rate Notes 2013  | 250,000  
|Series 4 Class B Floating Rate Notes 2040              | 11,000   
|Series 4 Class C Floating Rate Notes 2040              | 14,000   
|                                                       |          
|                                                       | 1,607,000
|                                                       |          
|                                                       |          
|The notes are denominated in the following currencies: |          
|                                                       |          
|UK Sterling - floating                                 | 454,000  
|UK Sterling - fixed                                    | 250,000  
|US Dollars - floating                                  | 703,000  
|Euro - floating                                        | 200,000  
|                                                       |          
|                                                       | 1,607,000
|                                                       |          

Foreign currency notes
  are converted at the rate of exchange in the applicable hedging currency swap.

All the Class A Notes (irrespective
  of series) will rank pari passuand rateably without any preference or
  priority except, until enforcement of the security for the Notes, as to payments
  of principal in respect of which the Class A1 Notes will rank in priority to
  the Class A2 Notes and the Class A3 Notes, and the Class A2 Notes will rank
  in priority to the Class A3 Notes.

Payments in respect of
  the Class B and C Notes will only be made if, and to the extent that, there
  are sufficient funds after paying or providing for certain liabilities, including
  liabilities in respect of the Class A Notes. The Class B Notes rank after the
  Class A Notes in point of security but before the Class C Notes.

Interest is payable on
  the notes at variable rates based on the three-month Sterling and US Dollar
  LIBOR and three-month EURIBOR, except for the Series 4 Class A notes, on which
  interest is paid at a fixed rate of 6.62% until July 2010, after which it is
  paid at variable rates based on the three-month Sterling LIBOR.

The Company's obligations
  to noteholders, and to other secured creditors, are secured under a deed of
  charge that grants security over all of its assets in favour of the security
  trustee. The principal assets of the Company are loans made to Holmes Funding
  Limited, a group company, whose obligations in respect of these loans, are secured
  under a deed of charge which grants security over all of its assets, primarily
  comprising shares in a portfolio of residential mortgage loans, in favour of
  the security trustee. The security trustee holds this security for the benefit
  of all secured creditors of Holmes Funding Limited, including the Company.

The estimated fair values of the notes, based on the mid-market price on 31 December, are as follows:

---





|                                                      |          
|----------------------------------------------------- | ---------
|                                                      | 2004     
|                                                      | £'000    
|                                                      |          
|Series 2 Class A Floating Rate Notes 2007             | 649,905  
|Series 2 Class B Floating Rate Notes 2040             | 22,997   
|Series 2 Class C Floating Rate Notes 2040             | 29,996   
|Series 3 Class A1 Floating Rate Notes 2010            | 377,262  
|Series 3 Class A2 Floating Rate Notes 2010            | 200,002  
|Series 3 Class B Floating Rate Notes 2040             | 24,275   
|Series 3 Class C Floating Rate Notes 2040             | 31,202   
|Series 4 Class A Fixed
    / Floating Rate Notes 2013 | 267,718  
|Series 4 Class B Floating Rate Notes 2040             | 11,326   
|Series 4 Class C Floating Rate Notes 2040             | 15,173   
|                                                      |          
|                                                      | 1,629,856
|                                                      |          

12. Financial Instruments

The Companys policies
  as regards derivatives and financial instruments are set out in the Report of
  the Directors on page 1 and the accounting policies on page 6. The Company does
  not trade in financial instruments. The following disclosures are made in respect
  of financial instruments. Short-term debtors and creditors are included in all
  of the following disclosures.

12(a) Maturity profile
  of financial liabilities

|                                                        |               
|------------------------------------------------------- | --------------
|                                                        | Debt          
|                                                        | securities    
|                                                        | in
      issue
|2004                                                    | £'000         
|                                                        |               
|Within one year or less or on demand                    | –             
|More than one year but
    not more than two years      | –             
|More than two years but
    not more than five years    | 650,000       
|More than five years                                    | 957,000       
|                                                        |               
|                                                        | 1,607,000     
|                                                        |               
|                                                        |               
|2003                                                    |               
|Within one year or less or on demand                    | –             
|More than one year but
    not more than two years      | –             
|More than two years but
       not more than five years | 650,000       
|More than five years                                    | 957,000       
|                                                        |               
|                                                        | 1,607,000     
|                                                        |               

There are no material undrawn
  committed borrowing facilities.

---





12(b)Interest rate profile of financial
  assets and liabilities

After taking into account
  the cross currency swaps entered into by the Company, the interest rate profile
  of the Companys financial assets and liabilities was:

|             |          
|------------ | ---------
|             |          
|             |          
|             |          
|             |          
|             | Total    
|2004         | £'000    
|             |          
|Assets:      |          
|Sterling     | 1,624,981
|             |          
|             |          
|Liabilities: |          
|Sterling     | 1,624,906
|             |          
|             |          
|2003         |          
|             |          
|Assets:      |          
|Sterling     | 1,620,860
|             |          
|             |          
|Liabilities: |          
|Sterling     | 1,620,786
|             |          

* for non-interest bearing
  assets/liabilities only.

Benchmark rates for determining
  interest payments for the floating rate assets and liabilities are given in
  the note to the accounts relevant to the financial instrument type.

12(c)Fair
  values of financial assets and liabilities

The fair value of debt
  securities in issue is disclosed in note 11 to the accounts.

Fair value disclosures
  are not provided for loans to group undertakings, as there is no liquid and
  active market for such instruments.

The estimated fair values
  of other assets and liabilities on the balance sheet are not materially different
  from their carrying amounts.

The estimated fair value
  of the cross currency swaps entered into by the Company as at 31 December 2004
  was a liability of £137,465,744 (2003 : a liability of £91,312,686).
  The estimated fair value of the interest rate swap entered into by the Company
  as at 31 December 2004 was an asset of £29,685,140 (2003 : an asset of
  £24,059,536).

The cross currency swaps
  mature between July 2007 and July 2040.

---





The fair value of the instruments
  will largely be recognised after the end of the next financial year.

12(d) Currency profile

Taking into account the
  effect of derivative instruments, the Company did not have a material financial
  exposure to foreign exchange gains or losses on monetary assets and monetary
  liabilities denominated in foreign currencies at 31 December 2004 or 31 December
  2003.

13. Share capital

|                                                                                           |       |  |       |  
|------------------------------------------------------------------------------------------ | ----- |  | ----- | -
|                                                                                           | 2004  |  | 2003  |  
|                                                                                           | £'000 |  | £'000 |  
|                                                                                           |       |  |       |  
|Authorised:                                                                                |       |  |       |  
|50,000 Ordinary shares
    of £1 each                                                      | 50    |  | 50    |  
|                                                                                           |       |  |       |  
|Allotted and called
      up:                                                              |       |  |       |  
|50,000 Ordinary shares
    of £1 each                                                      | 50    |  | 50    |  
|                                                                                           |       |  |       |  
|                                                                                           |       |  |       |  
|49,998 ordinary shares
    are partly paid to 25 pence.2 subscriber shares are fully paid. |       |  |       |  
|                                                                                           |       |  |       |  
|14. Reconciliation
      of movements in shareholders' funds                               |       |  |      
|                                                                                           |       |  |       |  
|                                                                                           |       |  |       |  
|                                                                                           | 2004  |  | 2003  |  
|                                                                                           | £'000 |  | £'000 |  
|                                                                                           |       |  |       |  
|Opening shareholders' funds                                                                | 74    |  | 75    |  
|Retained profit/(loss) for the year                                                        | 1     |  | (1    | )
|                                                                                           |       |  |       |  
|Closing shareholders' funds                                                                | 75    |  | 74    |  
|                                                                                           |       |  |       |  

15. Capital Commitments
  and Contingent Liabilities

There were no outstanding
  capital commitments or contingent liabilities at 31 December 2004 and 2003.

16. Related party
  disclosures

The Company has taken advantage
  of the exemption covered by paragraph 3 (c) of FRS8 'Related Party Disclosures'
  not to disclose transactions with entities that are part of the Holmes Group.

The group remunerates SPV
  Management Limited for administration services provided to Holmes Financing
  (No. 1) plc. The total amount paid relating to the Company in the period ended
  31 December 2004, by the group, was £14,687 (2003: £15,000).

17. Parent Undertaking
      and Controlling PartyThe immediate parent of the Company is Holmes Holdings Limited, a company incorporated in Great Britain and registered in England and Wales, which prepares the only accounts into which the Company is consolidated.

SPV Management Limited,
  a company incorporated in Great Britain and registered in England and Wales,
  holds all of the beneficial interest in the issued shares of Holmes Holdings
  Limited on a discretionary trust for persons employed as nurses in the United
  Kingdom and for charitable purposes.

The administration, operations,
  accounting and financial reporting functions of the Company are performed by
  Abbey National plc, which is incorporated in Great Britain.

Copies of all sets of group
  accounts, which include the results of the Company, are available from Abbey
  Secretariat, Abbey National House, 2 Triton Square, Regent's Place, London,
  NW1 3AN.



---