EXHIBIT 8.2

                           B1227/31730/SES                      12 November 2004

                           0207 006 8804

Gracechurch Card Funding (No. 7) PLC
54 Lombard Street
London EC3P 3AH
United Kingdom

Dear Sirs

RE: OPINION OF CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP RE: UK TAX MATTERS
GRACECHURCH CARD FUNDING (NO. 7) PLC

1.      We have acted as United Kingdom tax counsel for Gracechurch Card Funding
        (No. 7) 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 (Registration No.  333-120127) (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 and
        Inland  Revenue  practice,  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
        (and on the  assumption  that the profit will be in the amount stated in
        the section of the Prospectus under the heading "United Kingdom Taxation
        Treatment  of the Notes - Taxation  of the MTN Issuer and the  Issuer"),
        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 in
                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 Limited Liability Partnership 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

S/ CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP

CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP

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