EXHIBIT 25.1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          ___________________________
                                   FORM T-1

                           STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF
                  A CORPORATION DESIGNATED TO ACT AS TRUSTEE
               _________________________________________________

              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                    A TRUSTEE PURSUANT TO SECTION 305(b)(2)
              __________________________________________________

                             THE BANK OF NEW YORK
              (Exact name of trustee as specified in its charter)



NEW YORK                                                                                                                13-5160382
(State of incorporation                                                                                           (I.R.S. employer
if not a national bank)                                                                                        identification No.)
                                                                                                                
1 WALL STREET                                                                                                                10286
NEW YORK, NEW YORK                                                                                                      (Zip Code)
(Address of principal executive offices)
                                                         Michael Shepherd
                                                          General Counsel
                                                          One Wall Street
                                                            15th Floor
                                                     New York, New York 10286
                                                         Tel: 212 635-6748
                                     (Name, address and telephone number of agent for service)
                                          ______________________________________________
                                                GRACECHURCH CARD FUNDING (NO.3) PLC
                                        (Exact name of obligor as specified in its charter)
ENGLAND AND WALES                                                                                                             NONE
(State or other jurisdiction of incorporation or organization)                                                    (I.R.S. employer
                                                                                                               identification No.)
54 LOMBARD STREET                                                                                                              N/A
LONDON EC3P 3AH                                                                                                         (Zip Code)
UNITED KINGDOM
(Address of principal executive offices)
                                             _________________________________________
                                       $900,000,000 Class A Floating Rate Asset-Backed Notes
                                       $50,000,000 Class B Floating Rate Asset-Backed Notes
                                       $50,000,000 Class C Floating Rate Asset-Backed Notes
                                                (Title of the indenture securities)
                                             _________________________________________



                                                      BARCLAYCARD FUNDING PLC
                                        (Exact name of obligor as specified in its charter)
ENGLAND AND WALES                                                                                                             NONE
(State or other jurisdiction of incorporation or organization)                                                    (I.R.S. employer
                                                                                                               identification No.)
54 LOMBARD STREET                                                                                                              N/A
LONDON EC3P 3AH                                                                                                         (Zip Code)
UNITED KINGDOM
(Address of principal executive offices)
                                             _________________________________________
                                    (POUND) 622,500,000* Series 03-1 Floating Rate Medium Term
                                                     Note Certificate Due 2010
                                                (Title of the indenture securities)
                                             _________________________________________
*   This  amount  is the sterling equivalent of $1,000,000,000 converted using the exchange rate referred to under the "U.S. Dollar
Presentation" section of the Prospectus.  The actual sterling principal amount of the series 03-1 medium term note certificate will
be the sterling equivalent of $1,000,000,000 using the fixed exchange rate in the swap agreements.
                                             _________________________________________


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                                    GENERAL

ITEM 1.  GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a)   Name and address  of  each examining or supervising authority to which it
      is subject.

      Superintendent of Banks  of  the  State of New York, 2 Rector Street, New
      York, New York 10006 and Albany, New York, 12203.

      Board  of  Governors  of the Federal Reserve  System,  Washington,  D.C.,
      20551.

      Federal Reserve Bank of  New  York, District No. 2, 33 Liberty Plaza, New
      York, New York, 10045.

      Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b)   Whether it is authorized to exercise corporate trust powers.

      Yes.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.


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ITEM 16.  LIST OF EXHIBITS

Exhibits identified in parentheses below,  on  file  with  the  Commission, are
incorporated  by reference as an exhibit hereto, pursuant to Rule  7a-29  under
the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.    A copy of  the  Organization  Certificate of the Trustee (The Bank of New
      York, formerly Irving Trust Company) as now in effect, which contains the
      authority  to  commence business  and  a  grant  of  powers  to  exercise
      corporate trust  powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed
      with Registration  Statement  No. 33-6215, Exhibits 1a and 1b to Form T-1
      filed with Registration Statement  No. 33-21672 and Exhibit 1 to Form T-1
      filed with Registration Statement No. 33-29637.)

2.    None;  Certificate  of  Authority  being   contained   in  the  documents
      identified above as Exhibit 1.

3.    None; authorization to exercise corporate trust powers being contained in
      the documents identified above as Exhibit 1.

4.    A copy of the existing By-Laws of the Trustee.  (Exhibit  4  to  Form T-1
      filed with Registration Statement No. 33-31019.)

5.    Not applicable.

6.    The  consent  of  the  Trustee  required  by  Section  321(b) of the Act.
      (Exhibit 6 to Form T-1 filed with Registration Statement No. 34-44051.)

7.    A  copy  of  the  latest  report  of condition of the Trustee,  published
      pursuant  to law or the requirements  of  its  supervising  or  examining
      authority.

8.    Not applicable.

9.    Not applicable.

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                                   SIGNATURE

Pursuant to the requirements  of  the Trust Indenture Act of 1939, the Trustee,
The Bank of New York, a corporation  organized  and  existing under the laws of
the  State of New York, has duly caused this statement  of  eligibility  to  be
signed  on its behalf by the undersigned, thereunto duly authorized in the City
of London in the United Kingdom, on the 26th day of March, 2003.



                                                THE BANK OF NEW YORK

                                                 By: /s/ Kate Russell
                                                   Name: Kate Russell
                                            Assistant Vice President

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                             EXHIBIT 7 TO FORM T-1

                      Consolidated Report of Condition of
                             THE BANK OF NEW YORK
                   of One Wall Street, New York, N.Y. 10286
                    And Foreign and Domestic Subsidiaries,

a member  of  the  Federal  Reserve  System, at the close of business March 31,
2002, published in accordance with a call  made  by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



ASSETS                                                                                Dollar Amounts In
                                                                                              Thousands
                                                                                           
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin................                        $3,765,462
   Interest-bearing balances.........................................                         3,835,061
Securities:
   Held-to-maturity securities.......................................                         1,232,736
   Available-for-sale securities.....................................                        10,522,833
Federal funds sold and Securities purchased under agreements to resell                        1,456,635
Loans and lease financing receivables:
   Loans and leases held for sale....................................                           801,505
   Loans and leases, net of unearned income..........................                         46,206,72
   LESS: Allowance for loan and lease losses.........................                            607,11
   Loans and leases, net of unearned income and allowance.                                   35,249,695
   Trading Assets....................................................                         8,132,696
   Premises and fixed assets (including capitalized leases)                                     898,980
Other real estate owned..............................................                               911
Investments in unconsolidated subsidiaries and associated companies                             220,609
Customers' liability to this bank on acceptances outstanding                                    574,020
Intangible assets....................................................
   Goodwill..........................................................                         1,714,761
   Other intangible assets...........................................                            49,213
Other assets.........................................................                         5,001,308
Total assets.........................................................                       $73,954,859
LIABILITIES
Deposits:
   In domestic offices...............................................                        $29,175,631
   Noninterest-bearing...............................................                         11,070,277
   Interest-bearing..................................................                         18,105,354
   In foreign offices, Edge and Agreement subsidiaries, and IBFs                              24,596,600
   Noninterest-bearing...............................................                            321,299
   Interest-bearing                                                                           24,275,301
Federal funds purchased and securities sold under agreements to repurchase                     1,922,197
Trading liabilities..................................................                          1,970,040
Other borrowed money:

                                       6



   (includes mortgage indebtedness and obligations under capitalized leases)                   1,577,518
Bank's liability on acceptances executed and outstanding.............                            575,362
Subordinated notes and debentures....................................                          1,940,000
Other liabilities....................................................                          5,317,831
                                                                                          --------------
Total liabilities....................................................                        $67,075,179
                                                                                          --------------
EQUITY CAPITAL
Common stock.........................................................                          1,135,284
Surplus..............................................................                          1,055,508
Retained earnings....................................................                          4,227,287
Accumulated other comprehensive income...............................                           (38,602)
Other equity capital components......................................                                 0
Total equity capital.................................................                         6,379,477
                                                                                          -------------
Total liabilities and equity capital.................................                       $73,954,859
                                                                                          -------------



I, Thomas J. Mastro, Senior Vice President and Comptroller  of  the above named
bank  do  hereby  declare  that  this Report of Condition has been prepared  in
conformance with the instructions  issued  by  the  Board  of  Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.


Thomas J. Mastro,
Senior Vice President and Comptroller



We,  the  undersigned  directors, attest to the correctness of this  Report  of
Condition and declare that  it  has  been examined by us and to the best of our
knowledge and belief has been prepared  in  conformance  with  the instructions
issued by the Board of Governors of the Federal Reserve System and  is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                Directors
Alan R. Griffith

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