EXHIBIT 8.2

                     [LETTERHEAD OF PULLMAN & COMLEY, LLC]


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


                                                March [  ], 1997



People's Bank                            [
850 Main Street
Bridgeport, Connecticut  06604
                                                                           ]
Goldman, Sachs & Co., as Representa-
  tives of the Class A Underwriters      Standard & Poor's Corporation
  and as Class B Underwriters            25 Broadway
85 Broad Street                          New York, New York 10004
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 1997-1
          FLOATING RATE CLASS B ASSET BACKED CERTIFICATES, SERIES 1997-1
          --------------------------------------------------------------

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 1997-1 and Floating Rate Class B Asset Backed Certificates, Series 1997-1
(collectively, the "Certificates") pursuant to an Amended and Restated Pooling
and Servicing Agreement dated as of March [  ], 1997, 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 1997-1 Supplement by and
between the same parties and dated as of March [  ], 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 Nos. 1, 2
and 3 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
P&C/dc