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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_____

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) June 28, 2007

Holmes Master Issuer plc

(Exact name of issuing entity as specified in its charter)

Holmes Funding Limited

(Exact name of depositor as specified in its charter)

Abbey National plc

(Exact name of sponsor as specified in its charter)

England and Wales	333-139944	N/A

(State or other	(Commission	(IRS Employer
jurisdiction	File Number)	ID Number)
of incorporation)

Abbey National House
2 Triton Square
Regent's Place
London		NW1 3AN

(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number,		+44 (0)20 7612 4000
including area code:

No Change

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 9.01. Financial Statements and Exhibits.

	(a)	Not applicable.
	(b)	Not applicable.
	(c)	Not applicable.
	(d)	Exhibits:

		5.1	Opinion of Slaughter and May as to legality.
		8.1	Opinion of Cleary Gottlieb Steen and Hamilton as to U.S. tax matters.
		8.2	Opinion of Slaughter and May as to U.K. tax matters.

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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 hereunto duly authorized.

	HOLMES FUNDING LIMITED,


	By: /s/ Martin McDermott

	Name: Martin McDermott
	Title: Director

Dated: June 28, 2007

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EXHIBIT INDEX

Exhibit No.	Description	Page No.


5.1	Opinion of Slaughter and May as to legality.

8.1	Opinion of Cleary Gottlieb Steen and Hamilton as to U.S. tax matters.

8.2	Opinion of Slaughter and May as to U.K. tax matters.

HOLMES FUNDING LTD 8-K