EXHIBIT 8.2








June 2, 1998




Providian National Bank
295 Main Street
Tilton, New Hampshire 03276

     Re:  Providian Master Trust Asset Backed Certificates

Ladies and Gentlemen:

          We have acted as special California tax counsel for
Providian National Bank, a national banking association (the
"Bank"), in connection with the filing by the Bank, on behalf
of the Providian Master Trust (the "Trust"), with the
Securities and Exchange Commission of a Registration
Statement on Form S-3 on or about June 2, 1998 (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 (the "Pooling and Servicing
Agreement"), between the Bank and Bankers Trust Company, as
Trustee, and a Series Supplement to the Pooling and Servicing
Agreement between the Bank and the Trustee, substantially in
the forms incorporated by reference 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 subheading "State and Local
Tax Consequences-California", appearing under the heading
"Tax Matters", accurately describe the material California
state tax consequences to holders of the Certificates.






Providian National Bank
June 2, 1998
Page 2



          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 to
such use of our name therein and to the use of this opinion
for filing with the Registration Statement as Exhibits 8.2
and 24.2 thereto.


                              Very truly yours,



                              /s/ FARELLA BRAUN & GARTRELL LLP