AE18 Lanark Mas.69 S

    Holmes Financing (No.5) PLC
HOLMES FINANCING (NO.5) PLC
2 Triton Square
Regent's Place
London NW1 3AN
(registered no. 4258785)

UK Listing Authority
Listing Application Department
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London   E14 5HS

For the attention of: The Listing Applications Team

14 September 2006

Dear Sirs,

Holmes Financing (No. 5) PLC

Cancellation of listing of debt securities

We, Holmes Financing (No.5) PLC, are the issuer of the following debt
securities:

�500,000 Series 3 Class A2 Asset Backed Floating Rate Fifth Issuer Notes due
July 2040 (ISIN: XS0137887070) (the "Series 3 Class A2 Notes")

EUR 53,000,000 Series 3 Class B Asset Backed Floating Rate Fifth Issuer Notes
due July 2040 (ISIN: XS0137887583) (the "Series 3 Class B Notes")

EUR 76,000,000 Series 3 Class C Asset Backed Floating Rate Fifth Issuer Notes
due July 2040 (ISIN: XS0137888045) (the "Series 3 Class C Notes", and together
with the Series 3 Class A2 Notes and the Series 3 Class B Notes, the "Series 3
Notes")

The Series 3 Notes are all admitted to listing on the Official List maintained
by the UKLA and are all admitted to trading on the London Stock Exchange's Gilt
Edged and Fixed Interest Market.

Under condition 5(D)(i) of the terms and conditions of the Series 3 Notes as set
out in the Offering Circular dated 1 November 2001, we have an option to redeem
all (but not some only) of the Series 3 Notes on the interest payment date
falling on 16 October 2006.

On 14 September 2006, and in accordance with condition 5(D)(i) of the Series 3
Notes, we gave notice to the holders of the Series 3 Notes and JPMorgan Chase
Bank, N.A., London Branch as trustee to redeem all of the outstanding Series 3
Notes on the interest payment date falling on 16 October 2006. A copy of the
redemption notice is attached as schedule 1 to this letter.

Pursuant to LR 5.3.1 of the UKLA Listing Rules, we hereby request the
cancellation of the listing of each class of the Series 3 Notes with effect from
(and including) 17 October 2006, on the basis that each class of the Series 3
Notes will be redeemed in full on 16 October 2006.

A copy of the announcement which we propose to issue via the Regulatory
Information Service no later than 18 September 2006 (being at least 20 business
days prior to the cancellation of listing of the Series 3 Notes) is attached as
schedule 2 to this letter.

Should you have any comments or queries or should you require additional
information, please contact us through the following person:
Charles Shepherd
AFM Legal
Abbey National plc
2 Triton Square
Regents Place
London NW1 3AN

Tel: 0207 756 4735

E-mail: charles.shepherd@abbey.com

Yours faithfully,

Director

For and on behalf of

Holmes Financing (No. 5) PLC

Schedule 1

Notice of Redemption

HOLMES FINANCING (NO.5) PLC
2 Triton Square
Regent's Place
London NW1 3AN
(registered no. 4258785)

                         Notice of Redemption

�500,000,000 Series 3 Class A2 Asset Backed Floating Rate Fifth Issuer Notes due
                    July 2040 (ISIN: XS0137887070)

EUR 53,000,000 Series 3 Class B Asset Backed Floating Rate Fifth Issuer Notes
                  due July 2040 (ISIN: XS0137887583)

EUR 76,000,000 Series 3 Class C Asset Backed Floating Rate Fifth Issuer Notes
                  due July 2040 (ISIN: XS0137888045)

             (together the "Series 3 Fifth Issuer Notes")

NOTICE IS HEREBY GIVEN to the holders of Series 3 Fifth Issuer Notes that,
pursuant to Condition 5(D)(i) of the Series 3 Fifth Issuer Notes, Holmes
Financing (No.5) PLC (the "Fifth Issuer") will redeem all of the Series 5 Fifth
Issuer Notes at their Principal Amount Outstanding together with any accrued
interest thereon on 16 October 2006.

The Fifth Issuer has provided to JPMorgan Chase Bank, N.A., London Branch
(formerly The Chase Manhattan Bank, London Branch), as Note Trustee a
certificate of two of its directors to the effect that it will have the
necessary funds on the redemption date, not subject to the interest of any other
person, required to redeem the Series 3 Fifth Issuer Notes and to discharge any
amounts required to be paid in priority to or pari passu with the Series 3 Fifth
Issuer Notes.

Capitalised terms in this notice shall, except where the context otherwise
requires and save where otherwise defined in this notice, bear the meanings
given to them in the Fifth Issuer Trust Deed dated 8 November 2001 between
Holmes Financing (No.5) PLC and JPMorgan Chase Bank, N.A., London Branch
(formerly The Chase Manhattan Bank, London Branch) constituting the Series 3
Fifth Issuer Notes and the Fifth Issuer Master Definitions and Construction
Schedule, signed for the purposes of identification by Allen & Overy and
Slaughter and May on 8 November 2001 (as the same has been amended, varied or
supplemented from time to time), as the case may be.

GIVEN for and on behalf of the Fifth Issuer on 14 September 2006.

Schedule 2

Proposed Regulatory Information Service Notification

STOCK EXCHANGE ANNOUNCEMENT

For immediate release on �? September 2006

HOLMES FINANCING (NO. 5) PLC

Cancellation of Listing

Holmes Financing (No.5) PLC (the "Issuer") wishes to announce that it has
applied to the Financial Services Authority, in its capacity as United Kingdom
Listing Authority, to cancel the listing on the Official List of the United
Kingdom Listing Authority of the following debt securities issued by it with
effect from (and including) 17 October 2006:

�500,000 Series 3 Class A2 Asset Backed Floating Rate Fifth Issuer Notes due
July 2040 (ISIN: XS0137887070) (the "Series 3 Class A2 Notes")

EUR 53,000,000 Series 3 Class B Asset Backed Floating Rate Fifth Issuer Notes
due July 2040 (ISIN: XS0137887583) (the "Series 3 Class B Notes")

EUR 76,000,000 Series 3 Class C Asset Backed Floating Rate Fifth Issuer Notes
due July 2040 (ISIN: XS0137888045) (the "Series 3 Class C Notes", and together
with the Series 3 Class A2 Notes and the Series 3 Class B Notes, the "Series 3
Notes")

The application to cancel the listing of each class of the Series 3 Notes of the
Issuer with effect from (and including) 17 October 2006 has been made as a
result of the proposed redemption of the Series 3 Notes in full on the interest
payment date falling on 16 October 2006.

Enquiries to:

Charles Shepherd
AFM Legal
Abbey National plc
2 Triton Square
Regents Place
London NW1 3AN

Tel: 0207 756 4735

E-mail: charles.shepherd@abbey.com

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