EXHIBIT 8.2


OPINION OF CLIFFORD CHANCE LLP RE: UK TAX MATTERS

4 October 2002

Gracechurch Card Funding (No. 2) PLC
200 Aldersgate Street
London
EC1A 4JJ

Dear Sirs

Gracechurch Card Funding (No. 2) PLC

1.      We have acted as United Kingdom tax counsel for Gracechurch Card Funding
        (No. 2) PLC, a public limited company incorporated in England and Wales
        (The "Issuer"), in connection with the preparation of the Registration
        Statement on Form F-1 (the "Registration Statement"), which has been
        filed with the Securities and Exchange Commission under the Securities
        Act of 1933, as amended (The "Act"), for the Registration Under the Act
        of Class A Notes, Class B Notes and Class C Notes (together, the
        "Notes") representing asset backed obligations of the Issuer. The Notes
        are to be issued pursuant to a trust deed, governed by English law (the
        "Trust Deed") between the Issuer and the Bank of New York acting through
        its London branch, as trustee, substantially in the form filed as
        exhibit 4.5 to the Registration Statement.

2.      Based on certain assumptions which cannot be verified before closing,
        and subject to (a) finalisation of documents - including those which are
        exhibits to the prospectus (the "Prospectus") relating to the Notes - in
        a form which is satisfactory to us and not inconsistent with the
        descriptions in the Prospectus relating to the Notes and (b) the
        reservations below, we are of the opinion that, under current UK law,
        the statements set forth in the Prospectus under the headings
        "Prospectus Summary: United Kingdom Tax Status" and "United Kingdom
        Taxation Treatment of the Notes", to the extent that they constitute
        matters of law or legal conclusions with respect thereto, are correct in
        all material respects.

3.      The opinion set forth is subject to the following reservations:


        (a)     the statements concerning United Kingdom tax consequences
                contained in the Prospectus do not purport to discuss all
                possible United Kingdom tax ramifications of the proposed
                issuance and are limited to the matters expressly referred to in
                those statements; and

        (b)     our opinion is confined to the matters expressly referred to 2.
                above and is based on United Kingdom law and Inland Revenue
                practice as at today's date. For the avoidance of doubt, we do
                not express any opinion on the laws of any jurisdiction other
                than the UK, or in relation to any UK tax or legal aspects
                (other than the matters expressly referred to in 2. above).

4.      We hereby consent to the filing of this opinion as an exhibit to the
        Registration Statement. We also consent to the reference to Clifford
        Chance LLP under the captions "Legal Matters", "Prospectus Summary:
        United Kingdom Tax Status" and "United Kingdom Taxation Treatment of the
        Notes" in the Prospectus. In giving such consent, we do not admit that
        we are "experts", within the meaning of the term used in the Act or the
        rules




        and regulations of the Securities and Exchange Commission issued
        thereunder, with respect to any part of the Registration Statement,
        including this opinion as an exhibit or otherwise.

5.      This opinion is addressed solely to the addressee named above and it may
        not be relied upon by any other person, firm or corporation whatsoever
        (although you may supply a copy to the United States Securities and
        Exchange Commission). This opinion shall be governed by and construed in
        accordance with English law.



Yours faithfully



\s\ CLIFFORD CHANCE LLP

Clifford Chance LLP