EXHIBIT 8.1


                                                        5 June 2003

                                 0207 006 2363

Gracechurch Card Funding (No. 4) PLC
54 Lombard Street
London  EC3P 3AH
United Kingdom

Ladies and Gentlemen

OPINION OF CLIFFORD CHANCE US LLP RE: U.S. TAX MATTERS
Gracechurch Card Funding (No. 4) PLC

We  have  acted as U.S. tax counsel for Gracechurch Card Funding (No. 4) PLC, a
public limited  company  incorporated  in  England and Wales (the "ISSUER"), in
connection with the preparation of the Registration  Statement on Form F-1 (the
"REGISTRATION  STATEMENT"),  which  has  been  filed  with the  Securities  and
Exchange Commission under the Securities Act of 1933, as  amended  (the "ACT"),
for  the registration under the Act of Class A, Class B and Class C notes  (the
"NOTES")  representing non-recourse asset backed obligations of the Issuer. The
Notes are to  be  issued pursuant to a trust deed, governed by English law (the
"TRUST DEED") between  the  Issuer  and the Bank of New York acting through its
London branch, as trustee, substantially  in  the  form filed as exhibit 4.4 to
the Registration Statement.

We hereby confirm that the statements set forth in the  prospectus  relating to
the Notes (the "PROSPECTUS") forming a part of the Registration Statement under
the headings "Prospectus Summary: United States Federal Income Tax Status"  and
"Material  United  States  Federal Income Tax Consequences", to the extent that
they constitute matters of law  or  legal conclusions with respect thereto, are
correct in all material respects. We  further  hereby  confirm  and  adopt  the
opinions as to the material federal tax consequences of the purchase, ownership
and  disposition  of  the  Notes  set forth in the Prospectus under the heading
"Material  United  States  Federal Income  Tax  Consequences".  The  statements
concerning federal income tax  consequences  contained in the prospectus do not
purport to discuss all possible United States  income  tax ramifications of the
proposed issuance.

We  hereby  consent  to  the  filing  of  this  opinion  as an exhibit  to  the
Registration Statement. We also consent to the reference to  Clifford Chance US
LLP  under  the  captions  "Legal Matters", "Prospectus Summary: United  States
Federal Income Tax Status" and  "Material  United  States  Federal  Income  Tax
Consequences"  in  the Prospectus. In giving such consent, we do not admit that
we are "experts," within  the  meaning of the term used in the Act or the rules
and regulations




of the Securities and Exchange Commission issued thereunder, with respect to any
part of the  Registration  Statement,  including  this  opinion as an exhibit or
otherwise.

Respectfully submitted,



CLIFFORD CHANCE US LLP

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