Exhibit 8.1



                       [Letterhead of]

                   CRAVATH, SWAINE & MOORE



                                                 June 2, 1998


                    Providian Master Trust
                  Asset Backed Certificates


Dear Sirs:

          We have acted as special Federal tax counsel to
Providian National Bank, a national banking association (the
"Bank"), in connection with the filing by the Bank on behalf
of Providian Master Trust (the "Trust"), with the Securities
and Exchange Commission of a Registration Statement on Form
S-3 (the "Registration Statement") registering Asset Backed
Certificates representing undivided interests in certain
assets of the Trust (the "Certificates"). The Certificates of
a particular Series will be issued pursuant to the Pooling
and Servicing Agreement dated as of June 1, 1993 (as amended
by any amendments executed on or before the date hereof, the
"Pooling and Servicing Agreement"), among the Bank and
Bankers Trust Company, as Trustee, and a Series Supplement to
the Pooling and Servicing Agreement among the Banks and the
Trustee, substantially in the forms filed as Exhibits 4.1 and
4.2, respectively, to the Registration Statement.

          We hereby confirm that the statements set forth in
the prospectus (the "Prospectus") forming a part of the
Registration Statement under the heading "Tax Matters"
(excluding the statements under the subheading "State and
Local Tax Consequences"), accurately describe the material
Federal income tax consequences to holders of the
Certificates issued pursuant to the Prospectus.

          We know that we are referred to under the headings
"Tax Matters" and "Legal Matters" in the Prospectus forming a
part of the Registration Statement, and we hereby consent




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to such use of our name therein and to the use of this
opinion for filing with the Registration Statement as
Exhibits 8.1 and 24.1 thereto.


                              Very truly yours,


                              /s/ CRAVATH, SWAINE & MOORE


Providian National Bank
   295 Main Street
      Tilton, NH 03276