EXHIBIT 8.2



                       TXS/B1227/27812/LEXS               5 June 2003

                                 0207 006 2363


Gracechurch Card Funding (No. 4) PLC
200 Aldersgate Street
London  EC1A 4JJ
United Kingdom

Dear Sirs

RE: OPINION OF CLIFFORD CHANCE LLP RE: UK TAX MATTERS

Gracechurch Card Funding (No. 4) PLC

1.    We  have acted as United Kingdom 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 Notes, Class B Notes and Class C Notes (together, the "NOTES")
      representing 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 4.5
      to the Registration Statement.

2.    Based on certain assumptions which cannot be verified before closing, and
      subject to (a) finalisation of documents  -  including  those  which  are
      exhibits  to the prospectus (the "PROSPECTUS") relating to the Notes - in
      a form which  is  satisfactory  to  us  and  not  inconsistent  with  the
      descriptions  in  the  Prospectus  relating  to  the  Notes  and  (b) the
      reservations below, we are of the opinion that, under current UK law, the
      statements  set  forth  in  the Prospectus under the headings "Prospectus
      Summary:  United  Kingdom  Tax  Status"   and  "United  Kingdom  Taxation
      Treatment of the Notes", to the extent that  they  constitute  matters of
      law  or  legal  conclusions  with  respect  thereto,  are  correct in all
      material respects.



3.    The opinion set forth is subject to the following reservations:

      (a)  the statements concerning United Kingdom tax consequences  contained
           in  the  Prospectus  do  not  purport to discuss all possible United
           Kingdom tax ramifications of the  proposed  issuance and are limited
           to the matters expressly referred to in those statements; and

      (b)  our  opinion  is confined to the matters expressly  referred  to  2.
           above and is based on United Kingdom law and Inland Revenue practice
           as at today's date.  For  the  avoidance of doubt, we do not express
           any opinion on the laws of any jurisdiction other than the UK, or in
           relation to any UK tax or legal  aspects  (other  than  the  matters
           expressly referred to in 2. above).

4.    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  LLP  under  the  captions  "Legal  Matters", "Prospectus Summary:
      United Kingdom Tax Status" and "United Kingdom  Taxation Treatment of the
      Notes" 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.

5.    This opinion is addressed  solely to the addressee  named above and it may
      not be relied upon by any other  person,  firm or  corporation  whatsoever
      (although  you may  supply  a copy to the  United  States  Securities  and
      Exchange  Commission).  This opinion shall be governed by and construed in
      accordance with English law.

Yours faithfully





CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP

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