diff --git a/Include/patchlevel.h b/Include/patchlevel.h
index a126982..1dc76cc 100644
--- a/Include/patchlevel.h
+++ b/Include/patchlevel.h
@@ -24,10 +24,10 @@
 #define PY_MINOR_VERSION	6
 #define PY_MICRO_VERSION	4
 #define PY_RELEASE_LEVEL	PY_RELEASE_LEVEL_GAMMA
-#define PY_RELEASE_SERIAL	1
+#define PY_RELEASE_SERIAL	2
 
 /* Version as a string */
-#define PY_VERSION      	"2.6.4rc1"
+#define PY_VERSION      	"2.6.4rc2"
 /*--end constants--*/
 
 /* Subversion Revision number of this file (not of the repository) */
diff --git a/Lib/distutils/__init__.py b/Lib/distutils/__init__.py
index 83c576f..4c8cf04 100644
--- a/Lib/distutils/__init__.py
+++ b/Lib/distutils/__init__.py
@@ -22,5 +22,5 @@
 #
 
 #--start constants--
-__version__ = "2.6.4rc1"
+__version__ = "2.6.4rc2"
 #--end constants--
diff --git a/Lib/idlelib/idlever.py b/Lib/idlelib/idlever.py
index 55f72c7..be5de79 100644
--- a/Lib/idlelib/idlever.py
+++ b/Lib/idlelib/idlever.py
@@ -1 +1 @@
-IDLE_VERSION = "2.6.4rc1"
+IDLE_VERSION = "2.6.4rc2"
diff --git a/Lib/pydoc_topics.py b/Lib/pydoc_topics.py
index 2732895..face702 100644
--- a/Lib/pydoc_topics.py
+++ b/Lib/pydoc_topics.py
@@ -1,4 +1,4 @@
-# Autogenerated by Sphinx on Tue Oct  6 09:18:05 2009
+# Autogenerated by Sphinx on Sun Oct 18 12:30:40 2009
 topics = {'assert': u'\nThe ``assert`` statement\n************************\n\nAssert statements are a convenient way to insert debugging assertions\ninto a program:\n\n   assert_stmt ::= "assert" expression ["," expression]\n\nThe simple form, ``assert expression``, is equivalent to\n\n   if __debug__:\n      if not expression: raise AssertionError\n\nThe extended form, ``assert expression1, expression2``, is equivalent\nto\n\n   if __debug__:\n      if not expression1: raise AssertionError, expression2\n\nThese equivalences assume that ``__debug__`` and ``AssertionError``\nrefer to the built-in variables with those names.  In the current\nimplementation, the built-in variable ``__debug__`` is ``True`` under\nnormal circumstances, ``False`` when optimization is requested\n(command line option -O).  The current code generator emits no code\nfor an assert statement when optimization is requested at compile\ntime.  Note that it is unnecessary to include the source code for the\nexpression that failed in the error message; it will be displayed as\npart of the stack trace.\n\nAssignments to ``__debug__`` are illegal.  The value for the built-in\nvariable is determined when the interpreter starts.\n',
  'assignment': u'\nAssignment statements\n*********************\n\nAssignment statements are used to (re)bind names to values and to\nmodify attributes or items of mutable objects:\n\n   assignment_stmt ::= (target_list "=")+ (expression_list | yield_expression)\n   target_list     ::= target ("," target)* [","]\n   target          ::= identifier\n              | "(" target_list ")"\n              | "[" target_list "]"\n              | attributeref\n              | subscription\n              | slicing\n\n(See section *Primaries* for the syntax definitions for the last three\nsymbols.)\n\nAn assignment statement evaluates the expression list (remember that\nthis can be a single expression or a comma-separated list, the latter\nyielding a tuple) and assigns the single resulting object to each of\nthe target lists, from left to right.\n\nAssignment is defined recursively depending on the form of the target\n(list). When a target is part of a mutable object (an attribute\nreference, subscription or slicing), the mutable object must\nultimately perform the assignment and decide about its validity, and\nmay raise an exception if the assignment is unacceptable.  The rules\nobserved by various types and the exceptions raised are given with the\ndefinition of the object types (see section *The standard type\nhierarchy*).\n\nAssignment of an object to a target list is recursively defined as\nfollows.\n\n* If the target list is a single target: The object is assigned to\n  that target.\n\n* If the target list is a comma-separated list of targets: The object\n  must be an iterable with the same number of items as there are\n  targets in the target list, and the items are assigned, from left to\n  right, to the corresponding targets. (This rule is relaxed as of\n  Python 1.5; in earlier versions, the object had to be a tuple.\n  Since strings are sequences, an assignment like ``a, b = "xy"`` is\n  now legal as long as the string has the right length.)\n\nAssignment of an object to a single target is recursively defined as\nfollows.\n\n* If the target is an identifier (name):\n\n  * If the name does not occur in a ``global`` statement in the\n    current code block: the name is bound to the object in the current\n    local namespace.\n\n  * Otherwise: the name is bound to the object in the current global\n    namespace.\n\n  The name is rebound if it was already bound.  This may cause the\n  reference count for the object previously bound to the name to reach\n  zero, causing the object to be deallocated and its destructor (if it\n  has one) to be called.\n\n* If the target is a target list enclosed in parentheses or in square\n  brackets: The object must be an iterable with the same number of\n  items as there are targets in the target list, and its items are\n  assigned, from left to right, to the corresponding targets.\n\n* If the target is an attribute reference: The primary expression in\n  the reference is evaluated.  It should yield an object with\n  assignable attributes; if this is not the case, ``TypeError`` is\n  raised.  That object is then asked to assign the assigned object to\n  the given attribute; if it cannot perform the assignment, it raises\n  an exception (usually but not necessarily ``AttributeError``).\n\n* If the target is a subscription: The primary expression in the\n  reference is evaluated.  It should yield either a mutable sequence\n  object (such as a list) or a mapping object (such as a dictionary).\n  Next, the subscript expression is evaluated.\n\n  If the primary is a mutable sequence object (such as a list), the\n  subscript must yield a plain integer.  If it is negative, the\n  sequence\'s length is added to it. The resulting value must be a\n  nonnegative integer less than the sequence\'s length, and the\n  sequence is asked to assign the assigned object to its item with\n  that index.  If the index is out of range, ``IndexError`` is raised\n  (assignment to a subscripted sequence cannot add new items to a\n  list).\n\n  If the primary is a mapping object (such as a dictionary), the\n  subscript must have a type compatible with the mapping\'s key type,\n  and the mapping is then asked to create a key/datum pair which maps\n  the subscript to the assigned object.  This can either replace an\n  existing key/value pair with the same key value, or insert a new\n  key/value pair (if no key with the same value existed).\n\n* If the target is a slicing: The primary expression in the reference\n  is evaluated.  It should yield a mutable sequence object (such as a\n  list).  The assigned object should be a sequence object of the same\n  type.  Next, the lower and upper bound expressions are evaluated,\n  insofar they are present; defaults are zero and the sequence\'s\n  length.  The bounds should evaluate to (small) integers.  If either\n  bound is negative, the sequence\'s length is added to it. The\n  resulting bounds are clipped to lie between zero and the sequence\'s\n  length, inclusive.  Finally, the sequence object is asked to replace\n  the slice with the items of the assigned sequence.  The length of\n  the slice may be different from the length of the assigned sequence,\n  thus changing the length of the target sequence, if the object\n  allows it.\n\n(In the current implementation, the syntax for targets is taken to be\nthe same as for expressions, and invalid syntax is rejected during the\ncode generation phase, causing less detailed error messages.)\n\nWARNING: Although the definition of assignment implies that overlaps\nbetween the left-hand side and the right-hand side are \'safe\' (for\nexample ``a, b = b, a`` swaps two variables), overlaps *within* the\ncollection of assigned-to variables are not safe!  For instance, the\nfollowing program prints ``[0, 2]``:\n\n   x = [0, 1]\n   i = 0\n   i, x[i] = 1, 2\n   print x\n\n\nAugmented assignment statements\n===============================\n\nAugmented assignment is the combination, in a single statement, of a\nbinary operation and an assignment statement:\n\n   augmented_assignment_stmt ::= augtarget augop (expression_list | yield_expression)\n   augtarget                 ::= identifier | attributeref | subscription | slicing\n   augop                     ::= "+=" | "-=" | "*=" | "/=" | "//=" | "%=" | "**="\n             | ">>=" | "<<=" | "&=" | "^=" | "|="\n\n(See section *Primaries* for the syntax definitions for the last three\nsymbols.)\n\nAn augmented assignment evaluates the target (which, unlike normal\nassignment statements, cannot be an unpacking) and the expression\nlist, performs the binary operation specific to the type of assignment\non the two operands, and assigns the result to the original target.\nThe target is only evaluated once.\n\nAn augmented assignment expression like ``x += 1`` can be rewritten as\n``x = x + 1`` to achieve a similar, but not exactly equal effect. In\nthe augmented version, ``x`` is only evaluated once. Also, when\npossible, the actual operation is performed *in-place*, meaning that\nrather than creating a new object and assigning that to the target,\nthe old object is modified instead.\n\nWith the exception of assigning to tuples and multiple targets in a\nsingle statement, the assignment done by augmented assignment\nstatements is handled the same way as normal assignments. Similarly,\nwith the exception of the possible *in-place* behavior, the binary\noperation performed by augmented assignment is the same as the normal\nbinary operations.\n\nFor targets which are attribute references, the initial value is\nretrieved with a ``getattr()`` and the result is assigned with a\n``setattr()``.  Notice that the two methods do not necessarily refer\nto the same variable.  When ``getattr()`` refers to a class variable,\n``setattr()`` still writes to an instance variable. For example:\n\n   class A:\n       x = 3    # class variable\n   a = A()\n   a.x += 1     # writes a.x as 4 leaving A.x as 3\n',
  'atom-identifiers': u'\nIdentifiers (Names)\n*******************\n\nAn identifier occurring as an atom is a name.  See section\n*Identifiers and keywords* for lexical definition and section *Naming\nand binding* for documentation of naming and binding.\n\nWhen the name is bound to an object, evaluation of the atom yields\nthat object. When a name is not bound, an attempt to evaluate it\nraises a ``NameError`` exception.\n\n**Private name mangling:** When an identifier that textually occurs in\na class definition begins with two or more underscore characters and\ndoes not end in two or more underscores, it is considered a *private\nname* of that class. Private names are transformed to a longer form\nbefore code is generated for them.  The transformation inserts the\nclass name in front of the name, with leading underscores removed, and\na single underscore inserted in front of the class name.  For example,\nthe identifier ``__spam`` occurring in a class named ``Ham`` will be\ntransformed to ``_Ham__spam``.  This transformation is independent of\nthe syntactical context in which the identifier is used.  If the\ntransformed name is extremely long (longer than 255 characters),\nimplementation defined truncation may happen.  If the class name\nconsists only of underscores, no transformation is done.\n',
diff --git a/Misc/NEWS b/Misc/NEWS
index 3e7fd69..2816d5f 100644
--- a/Misc/NEWS
+++ b/Misc/NEWS
@@ -4,6 +4,26 @@
 
 (editors: check NEWS.help for information about editing NEWS using ReST.)
 
+What's New in Python 2.6.4rc2?
+==============================
+
+*Release date: 18-Oct-2009*
+
+Core and Builtins
+-----------------
+
+Library
+-------
+
+- Issue #7115: Fixed the extension module builds that is failing when using
+  paths in the extension name instead of dotted names.
+
+- Issue #7120: logging: Removed import of multiprocessing which is causing
+  crash in GAE.
+
+- Issue #7149: fix exception in urllib when detecting proxy settings on OSX.
+
+
 What's New in Python 2.6.4rc1?
 ==============================
 
@@ -18,14 +38,6 @@
 Library
 -------
 
-- Issue #7149: fix exception in urllib when detecting proxy settings on OSX.
-
-- Issue #7120: logging: Removed import of multiprocessing which is causing
-  crash in GAE.
-
-- Issue #7115: Fixed the extension module builds that is failing when using
-  paths in the extension name instead of dotted names.
-
 - Issue #7068: Fixed the partial renaming that occured in r72594.
 
 - Issue #7064: Fixed the incompatibility with Setuptools in distutils
diff --git a/Misc/RPM/python-2.6.spec b/Misc/RPM/python-2.6.spec
index d8bfb3e..9cec03e 100644
--- a/Misc/RPM/python-2.6.spec
+++ b/Misc/RPM/python-2.6.spec
@@ -34,7 +34,7 @@
 
 %define name python
 #--start constants--
-%define version 2.6.4rc1
+%define version 2.6.4rc2
 %define libver 2.6
 #--end constants--
 %define release 1pydotorg
diff --git a/README b/README
index 4ade03e..32140fd 100644
--- a/README
+++ b/README
@@ -1,4 +1,4 @@
-This is Python version 2.6.4rc1
+This is Python version 2.6.4rc2
 ===============================
 
 Copyright (c) 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009