EXHIBIT 8.1

                      [Letterhead of Mayer, Brown & Platt]
                                        


                                 March 20, 1998



People's Bank
850 Main Street
Bridgeport, Connecticut  06604

          Re:  People's Bank Credit Card Master Trust
               Floating Rate Class A Asset Backed Certificates,
               Series 1998-1; Floating Rate Class B Asset Backed
               Certificates, Series 1998-1
               -------------------------------------------------

Ladies and Gentlemen:

     We have acted as special tax counsel to People's Bank, a Connecticut stock
savings bank (the "Company"), in connection with (i) the proposed issuance and
sale by the Company of the Floating Rate Class A Asset Backed Certificates,
Series 1998-1 (the "Class A Certificates") and the Floating Rate Class B Asset
Backed Certificates, Series 1998-1 (the "Class B Certificates" and together with
the Class A Certificates, the "Certificates") issued by People's Bank Credit
Card Master Trust pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of March 18, 1997, as amended from time to time, between the
Company, as Seller and Servicer, and Bankers Trust Company, a New York banking
corporation, as Trustee, and the Series 1998-1 Supplement thereto (collectively,
the "Pooling and Servicing Agreement"), and (ii) the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-1 (as amended by Amendment No. 1
thereto, the "Registration Statement").

 
     We are familiar with the proceedings to date in connection with the
proposed issuance and sale of the Certificates and in order to express our
opinion hereinafter stated, (a) we have examined copies of the form of the
Pooling and Servicing Agreement, the Interest Rate Caps and the form of the
Certificates filed as exhibits to the Registration Statement (collectively the
"Operative Documents") and (b) we have examined such other records and documents
and such matters of law, and we have satisfied ourselves as to such matters of
fact, as we have considered relevant for purposes of this opinion.

     The opinion set forth in this letter is based upon the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
judicial decisions.  No tax rulings will be sought from the IRS with respect to
any of the matters discussed herein.

     We express no opinion as to the laws of any jurisdiction other than the
federal laws of the United States of America to the extent specifically referred
to herein.

     Based on and subject to the foregoing and assuming that the Operative
Documents are executed and delivered in substantially the form we have examined,
we hereby confirm that the statements described to be our legal opinions in the
Prospectus which constitutes a part of the Registration Statement (the
"Prospectus") under the heading "Certain Federal Income Tax Consequences"
constitute our opinions as to the material federal income tax consequences
discussed therein.  There can be no assurance, however, that the tax conclusions
presented therein will not be successfully challenged by the IRS, or
significantly altered by new legislation, changes in IRS positions or judicial
decisions, any of which challenges or alterations may be applied retroactively
with respect to completed transactions.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name under the headings "Prospectus
Summary -- Tax Status" and "Certain Federal Income Tax Consequences" in the
Prospectus.

                              Very truly yours,
                              /s/ Mayer, Brown & Platt