Exhibit 8.2

                          70-40004495/SES            16 November 2005

                          0207 006 8804

Gracechurch Card Funding (No. 11) PLC
1 Churchill Place
London E14 5HP
United Kingdom

Dear Sirs

RE: OPINION OF CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP RE:
UK TAX MATTERS
GRACECHURCH CARD FUNDING (NO. 11) PLC

1.   We have acted as United Kingdom tax counsel for Gracechurch Card Funding
     (No. 11) PLC, a public limited company incorporated in England and Wales
     (the "ISSUER"), in connection with the preparation of the new 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 on November 16 2005.
     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
     H.M. Revenue & Customs 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 (computed on the
     basis there stated) 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 H.M. Revenue & Customs
           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

CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP

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