EXHIBIT 8.2

                     [LETTERHEAD OF PULLMAN & COMLEY, LLC]


Reply to:   Bridgeport
Telephone:  (203) 330-2000


                                                September 25, 1997



People's Bank                            [
850 Main Street
Bridgeport, Connecticut  06604
                                                                           ]
J.P. Morgan Securities Inc., as
Representative of the Class A
Underwriters and as Class B
Underwriter
60 Wall Street                           Standard & Poor's Corporation
New York, New York 10260-0060            25 Broadway
                                         New York, New York 10004
                           

Bankers Trust Company                    Moody's Investors Service, Inc.
Four Albany Street                       99 Church Street
New York, New York 10006                 New York, New York 10004

     RE:  PEOPLE'S BANK CREDIT CARD MASTER TRUST
          FLOATING RATE CLASS A ASSET BACKED CERTIFICATES, SERIES 1997-2
          FLOATING RATE CLASS B ASSET BACKED CERTIFICATES, SERIES 1997-2
          --------------------------------------------------------------

Gentlemen:

     You have requested our opinion as to certain Connecticut income tax
consequences of the issuance of Floating Rate Class A Asset Backed Certificates,
Series 1997-2 and Floating Rate Class B Asset Backed Certificates, Series 1997-2
(collectively, the "Certificates") pursuant to an Amended and Restated Pooling
and Servicing Agreement dated as of March 18, 1997, as amended from time to 
time, by and between People's Bank ("People's"), as seller and servicer, and
Bankers Trust Company, a New York banking corporation, as trustee acting on
behalf of the holders of Certificates, as the same is supplemented by the Series
1997-2 Supplement by and between the same parties and dated as of September [ ],
1997 (collectively, the "Pooling and Servicing Agreement"). Specifically, you
have asked us whether the Certificates will be treated as indebtedness and
whether the People's Bank Credit Card Master Trust (the "Trust") will be
disregarded for Connecticut income tax purposes.

 
Page 2

     In connection with your request, we have been furnished with copies of: (a)
the Registration Statement on Form S-1 (as amended by Amendment No. 1 thereto,
the "Registration Statement") relating to the Certificates; (b) the Pooling and 
Servicing Agreement; and (c) the opinion of Mayer, Brown & Platt (upon which we 
have been authorized to rely) as to certain federal income tax consequences of 
the issuance of the Certificates. This opinion is based on those documents.

     Mayer, Brown & Platt has opined that for federal income tax purposes, the 
Trust will be disregarded and the Certificates will be characterized as 
indebtedness secured by the receivables which are transferred to the Trust. We 
assume that opinion to be correct, and based upon that assumption, it is our 
opinion that the Trust will be disregarded and the Certificates will be treated 
as indebtedness for both the Connecticut income tax applicable to individuals, 
trusts and estates and the Connecticut corporation business tax.

     Mayer, Brown & Platt has further opined that the issuance of the 
Certificates will not adversely affect the federal income tax characterization 
of the holder of any outstanding series of asset-backed certificates or any 
Certificate Owner (as defined in the Pooling and Servicing Agreement), or result
in the Trust being subject to federal income tax at the entity level.  We assume
that opinion to be correct, and based upon that assumption, it is our opinion 
that the issuance of the Certificates will likewise not adversely affect the 
Connecticut income and corporation business tax characterization of the holder
of any outstanding series of asset-based certificates or any Certificate Owner,
or result in the Trust being subject to Connecticut income tax at the entity
level.

     For purposes of each of the Connecticut income and corporation business 
taxes, the Connecticut adjusted gross income upon which tax is payable is the 
taxpayer's federal adjusted gross income, subject to certain adjustments which 
are not relevant in this case.  Consequently, the characterization properly 
accorded to the Trust and the Certificates for federal income tax purposes will 
be determinative for purposes of the Connecticut income and corporation business
taxes.

     This opinion is for your use, and may not be relied upon by any other 
person without our prior written consent.

                                    Very truly yours,


                                    PULLMAN & COMLEY, LLC