In this paper, a two warehouse inventory model with stock and time dependent demand and permissible delay in payment for decaying items has been developed. In most of the inventory models, researcher assumed only a single warehouse with fixed capacity, but for a large stock it is not realistic we have assumed a two warehouse with abundant capacity. Deterioration rates of items in the two warehouses may be different. We assume that the inventory costs (including holding cost and deterioration cost) in RW are higher than those in OW. We show that the optimal replenishment policy not only exists but also is unique. Numerical examples are also illustrated.