In the recent paper [8] Phillips has shown that for each prime p there are 2 ℵ0 non-isomorphic 2-generatecl p-groups. This same result was obtained independently by S. Jeanes and J. S, Wilson (unpublished) who show that the groups constructed in [1] have 2 ℵ0 non-isomorphic images. The groups in both of these proofs all have infinite exponent. In this paper we show that, for large enough primes p, there are 2 ℵ0 non-isomorphic 2-generated groups of exponent p2.