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As
filed with the Securities and Exchange Commission on June 29, 2006
   SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 20-F
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
(NO FEE REQUIRED)
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO (NO FEE REQUIRED)
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report: N/A
 Commission
file numbers 000-50279
 Gracechurch
Card Funding (No. 3) PLC
  England and Wales
  1 Churchill Place
 London E14 5HP
 United Kingdom
 44-(0)207-699-5000
 Barclaycard Funding PLC
  England and Wales
  1 Churchill Place
 London E14 5HP
 United Kingdom
 44-(0)207-699-5000
 Gracechurch Receivables Trustee Limited
  Jersey, Channel Islands
  26 New Street
 St. Helier
 Jersey JE2 3RA
 44-1534-814814
  None
 None
  Title of Class
    
    Name of Each Exchange on Which Registered$900,000,000 Class A Floating Rate
Asset-Backed Notes(1)
    
    None$50,000,000 Class B Floating Rate
Asset-Backed Notes(1)
    
    None$50,000,000 Class C Floating Rate
Asset-Backed Notes(1)
    
    NoneMedium Term Note Certificate(2)
    
    NoneInvestor Certificate(3)
    
    None
  o þ
  o þ
   þ o
  o o þ
  o þ
  
  o o þ
 (1)
    
    Gracechurch Card Funding (No. 3) PLC is the registrant for the Class A Notes, the Class B Notes and the Class C Notes.(2)
    
    Barclaycard Funding PLC is the registrant for the Medium Term Note Certificate.(3)
    
    Gracechurch Receivables Trustee Limited is the registrant for the Investor Certificate.




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TABLE OF CONTENTS
 PageItem 1. Identity of Directors, Senior Management and Advisers
    
    
    2Item 2. Offer Statistics and Expected Timetable
    
    
    2Item 3. Key Information
    
    
    2Item 4. Information on the Company
    
    
    12Item 5. Operating and Financial Review and Prospects
    
    
    14Item 6. Directors, Senior Management and Employees
    
    
    14Item 7. Major Shareholders and Related Party Transactions
    
    
    15Item 8. Financial Information
    
    
    16Item 9. Offer and Listing Details
    
    
    16Item 10. Additional Information
    
    
    16Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 12. Description of Securities Other than Equity Securities
    
    
    22Item 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    23Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    23Item 15. Controls and Procedures
    
    
    23Item 16A. Audit Committee Financial Expert
    
    
    23Item 16B. Code of Ethics
    
    
    23Item 16C. Principal Accountant Fees and Services
    
    
    23Item 16D Exemptions from the Listing Standards for Audit Committees
    
    
    23Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    23Item 17. Financial Statements
    
    
    23Item 18. Financial Statements
    
    
    23Item 19. Exhibits
    
    
    23Index to Exhibits
    
    
    25EX-12.1EX-12.2EX-12.3EX-13.1EX-13.2EX-13.3EX-99.1EX-99.2
    
    
    Gracechurch Card Funding (No.3) PLC and the $900,000,000 Class A Floating Rate
Asset-Backed Notes, the $50,000,000 Class B Floating Rate Asset-Backed Notes and the
$50,000,000 Class C Floating Rate Asset-Backed Notes (collectively, the Notes) issued
pursuant to a trust deed dated April 8, 2003 (the Trust Deed), between the Company and
The Bank of New York, as note trustee.
    
    Gracechurch Receivables Trustee Limited (the Receivables Trustee) and the receivables
trust, the property of which includes all present and future receivables arising under all
MasterCard and VISA credit and charge card accounts of individual cardholders originated by
the Barclaycard business unit of Barclays Bank PLC that have not been identified as
non-designated accounts and that are denominated in pounds sterling with a billing address
within England, Wales, Scotland, Northern Ireland or a permitted additional jurisdiction or
a restricted additional jurisdiction. The Receivables Trustee was formed under the laws of
Jersey, Channel Islands on September 29, 1999. All of the issued share capital of the
Receivables Trustee is held by nominees of a trust company formed in Jersey, Bedell Cristin
Trustees Limited, on the terms of a general charitable trust.
    
    Barclaycard Funding PLC (the Medium Term Note Issuer) which purchased an investor
certificate (the Investor Certificate) pursuant to the Series 03-1 MTN Supplement, dated
April 8, 2003, between the MTN Issuer and The Bank of New York, as security trustee (the
Series 03-1 MTN Supplement) and issued the Series 03-1 medium term note certificate (the
Series 03-1 MTN Certificate) pursuant to a security trust and cash management deed, dated
November 23, 1999 as supplemented by the Series 03-1 MTN Supplement.
   - 1 -




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PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 Selected Financial Data
    Capitalization and Indebtedness
  Reasons for the Offer and Use of Proceeds
  Risk Factors
  Allocations of Charged-Off Receivables Could Reduce Your Payments
  The Class B Notes and the Class C Notes Bear Additional Risk Because They Are Subordinated
   Inability of Noteholders to Receive the Full Percentage Allocation of Principal Collections During
the Regulated Amortisation Period Could Delay Payments on Your Notes or Cause a Loss on Your Notes
  - 2 -




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Grouping of the MTN Issuer with Barclays for Tax Purposes Could Jeopardise the Bankruptcy Remote
Status of the MTN Issuer Causing an Early Redemption of Your Notes or a Loss on Your Notes
    Issuance of Additional Series May Adversely Affect Your Rights by Diluting Your Voting Power
  Insolvency of the Transferor May Result in an Inability to Repurchase Receivables
   Insolvency of the Company, the MTN Issuer or the Receivables Trustee Could Cause an Early
Redemption of Your Notes or a Loss on Your Notes
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Application of the Consumer Credit Act 1974 May Impede Collection Efforts and Could Cause Early
Redemption of your Notes or a Loss on your Notes
        Department of Trade and Industry (DTI) White Paper dated December 2003 in Connection with its
Review of Consumer Credit
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Consumer Credit Regulations made since the DTI published its White Paper in December 2003
  The Advertisements Regulations
   The Agreements Regulations
   Consumer Credit Act received Royal Assent in March 2006
     Proposal for a second EU Directive relating to Consumer Credit
  - 5 -




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EU Directive concerning Unfair Commercial Practices
    Failure to Notify Cardholders of the Transfer of Receivables Could Delay or Reduce Payments on Your
Notes
      Competition in the UK Credit Card Industry Could Lead to Early Redemption of Your Notes
    Social, Legal, Political and Economic Factors Affect Card Payments and Are Unpredictable
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Reduction in the Rate of Interchange Caused by Potential Adverse Regulatory Rulings May Adversely
Affect Payments on Your Notes
  Electronic Commerce Directive
     - 7 -




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A Change in the Terms of the Receivables May Adversely Affect the Amount or Timing of Collections
and May Cause an Early Redemption of Your Notes or a Downgrade of Your Notes
   Principal on Your Notes May Be Paid Earlier Than Expected  Creating a Reinvestment Risk to You 
or Later than Expected
     Credit Enhancement May Be Insufficient to Prevent a Loss on Your Notes
  Issuance of Additional Series by the Receivables Trustee on Behalf of the Receivables Trust May
Adversely Affect Payments on Your Notes
    Credit Quality of the Receivables Trusts Assets May Be Eroded by the Addition of New Accounts
Which Could Adversely Affect Collections of Receivables
  - 8 -




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Interest Rate Payable on the Medium Term Note Certificates May Increase Without a Corresponding
Change in Card Rates Potentially Causing a Loss on Your Notes or Early Redemption of Your Notes
  Commingling of Collections with Transferor May Delay or Reduce Payments on Your Notes
   If the Transferor Opts to Treat a Portion of Principal Receivables as Finance Charge Receivables,
an Early Redemption of Your Notes Could Occur or Could Be Delayed
  If Optional Early Redemption Occurs, It Will Result in an Early Redemption of Your Notes Creating a
Reinvestment Risk
  If Cardholders Are Concentrated in a Geographic Region, Economic Downturn in that Region May
Adversely Affect Collections of Receivables
   Adoption of the Euro by the United Kingdom Would Have Uncertain Effects on Your Notes
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Taxable Nature of the MTN Issuer or the Company Could Cause a Loss on Your Notes
      Change in the Taxable Nature or Basis of Taxation of the Receivables Trustee, MTN Issuer or Company
Could Cause a Loss on Your Notes
   Limited Nature of Credit Ratings Assigned to Your Notes
   
    
    the likelihood that the principal or interest on your notes will be redeemed or paid, as expected, on the scheduled redemption dates;
    
    the possibility of the imposition of United Kingdom or European withholding tax;
    
    the marketability of the notes, or any market price; or
    
    that an investment in the notes is a suitable investment for you.
  Ratings Can Be Lowered or Withdrawn
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Termination of the Swap Agreements Could Result in an Early Redemption of Your Notes
     Change in Law May Result in Withholding Taxes on Swap Payments or the Medium Term Note Certificates
and this May Reduce the Amount You Are Paid on Your Notes
     Change in Law May Result in Withholding Taxes on Your Notes and this May Reduce the Amount You Are
Paid on Your Notes
  Payment of an Early Termination Payment to the Swap Counterparty May Reduce Payments on Your Notes
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You will not Receive Physical Notes, Which May Cause Delays in Distributions and Hamper Your
Ability to Pledge or Resell the Notes
  
    
    result in payment delays on the notes because we will be sending distributions on the notes to DTC, Euroclear or
Clearstream, Luxembourg instead of directly to you;
    
    make it difficult for you to pledge or otherwise grant security over the notes if physical notes are required by the party
demanding the pledge or other security; and
    
    hinder your ability to resell the notes because some investors may be unwilling to buy notes that are not in physical form.
 
 Item 4. Information on the Company
 Gracechurch Card Funding (No.3) PLC
 General
  Property, Plant and Equipment
  Legal Proceedings
  The Medium Term Note Issuer
 General
    Property, Plant and Equipment
  Legal Proceedings
  - 12 -




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The Receivables Trustee and the Receivables Trust
 General
   
    
    Series 02-1 Supplement to declaration of trust and trust management agreement dated October 29, 2002.
    
    Series 03-1 Supplement to declaration of trust and trust management agreement dated April 8, 2003.
    
    Series 03-2 Supplement to declaration of trust and trust management agreement dated June 19, 2003.
    
    Series 03-3 Supplement to declaration of trust and trust management agreement dated September 18, 2003.
    
    Series 04-1 Supplement to declaration of trust and trust management agreement dated March 11, 2004.
    
    Series 04-2 Supplement to declaration of trust and trust management agreement dated November 23, 2004.
    
    Series 05-1 Supplement to declaration of trust and trust management agreement dated June 22, 2005.
    
    Series 05-2 Supplement to declaration of trust and trust management agreement dated September 13, 2005.
    
    Series 05-3 Supplement to declaration of trust and trust management agreement dated October 18, 2005.
    
    Series 05-4 Supplement to declaration of trust and trust management agreement dated November 23, 2005.
 Property, Plant and Equipment
  Legal Proceedings
   Organisation Structure
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Item 5. Operating and Financial Review and Prospects
 Operating Results
  Recent Accounting Developments
  Liquidity and Capital Resources
  Research and Development, Patents and Licenses
  Trend Information
  Off-Balance Sheet Arrangements
  Tabular Disclosure of Contractual Obligations
  Safe Harbor
  
 Item 6. Directors, Senior Management and Employees
 Directors and Senior Management
 The Company
  Name
    
    Nationality
    
    Business AddressPaul Gerard Turner
    
    British
    
    1234 Pavilion Drive, Northampton NN4 7SGSFM Directors Limited
    
    
    
    35 Great St Helens, London EC3A 6APSFM Directors (No. 2) Limited
    
    
    
    35 Great St Helens, London EC3A 6APJohn Llewellyn-Jones
(alternate director)
    
    British
    
    1234 Pavilion Drive, Northampton NN4 7SG
   - 14 -




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The MTN Issuer
  Name
    
    Nationality
    
    Business AddressPaul Gerard Turner
    
    British
    
    1234 Pavilion Drive, Northampton NN4 7SGJohn Llewellyn-Jones
(alternate director)
    
    British
    
    1234 Pavilion Drive, Northampton NN4 7SGSFM Directors Limited
    
    
    
    35 Great St Helens, London EC3A 6AP
   Name
    
    Business AddressBarcosec Limited
    
    1 Churchill Place, London E14 5HP
  The Receivables Trustee
  Name
    
    Nationality
    
    Business AddressPaul Gerard Turner
    
    British
    
    1234 Pavilion Drive, Northampton NN4 7SGRichard Charles Gerwat
    
    British
    
    26 New Street, St. Helier, Jersey JE2 3RAMichael Henry Richardson
    
    British
    
    26 New Street, St. Helier, Jersey JE2 3RA
 Compensation
    Board Practices
  Audit and Compliance Committee
  Employees
  Share Ownership
  
 Item 7. Major Shareholders and Related Party Transactions
 The Company
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The MTN Issuer
  The Receivables Trustee
  
 Item 8. Financial Information
     Legal or Arbitration Proceedings
  
 Item 9. Offer and Listing Details
  
 Item 10. Additional Information
 Material Contracts
  Exchange Controls
  Taxation
 United States Taxation
 Overview
    - 16 -




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(a)
    
    an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;(b)
    
    a corporation or other entity treated as a corporation for U.S. federal income tax purposes created in or under the
laws of the United States, any state or any political subdivision of any state  including the District of Columbia;(c)
    
    an estate whose income is includible in gross income for U.S. federal income tax purposes without regard to source; and(d)
    
    a trust if a court within the United States is able to exercise primary supervision over the administration of the
trust and one or more United States persons (as defined in the Code) have the authority to control all substantial
decisions of the trust.
  Tax Status of the Receivables Trust, the MTN Issuer and the Company
   United States Holders
 Tax Treatment of the Notes as Indebtedness
   - 17 -




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Interest Payments and Distributions
   Sourcing
 Disposition or Retirement of Investment.
  Sourcing.
 Alternative Tax Treatment of Notes as Equity
 Investment in a Passive Foreign Investment Company
  - 18 -




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Sourcing.
 Controlled Foreign Corporation Status
  Reporting Requirements
  - 19 -




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Non-United States Holders
  (a)
    
    treated as effectively connected with the conduct of a trade or business in the United States; or(b)
    
    in the case of gain recognized by an individual, the individual is present in the United States
for 183 days or more and certain conditions are met.
 Backup Withholding and Information Reporting
  United Kingdom Taxation
 Overview
      Taxation of U.S. Residents
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Taxation of Interest Paid
  inter
alia
 Provision of Information
  Proposed European Union Savings Directive
  Other Rules Relating to United Kingdom Withholding Tax
 1.
    
    Where interest has been paid under deduction of United Kingdom income
tax, holders who are not resident in the United Kingdom may be able to
recover all or part of the tax deducted if there is an appropriate
provision in any applicable double taxation treaty.2.
    
    The references to interest above mean interest as understood in
United Kingdom tax law. The statements above do not take any account
of any different definitions of interest or principal which may
prevail under any other law or which may be created by the terms and
conditions of the Notes or any related documentation.3.
    
    The above description of the United Kingdom withholding tax position
assumes that there will be no substitution of Companies and does not
consider the tax consequences of any such substitution.4.
    
    The Notes may be issued at an issue price of less than 100 per cent.
of their principal amount. Any discount element on any of these Notes
will not be subject to any United Kingdom withholding tax pursuant to
the provisions mentioned above, but may be subject to reporting
requirements as mentioned above.
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Ownership and Disposal, including Redemption, of the Notes by United Kingdom Tax Payers
 Corporate Noteholders
   Other Noteholders
  United Kingdom Inheritance Tax
   Stamp Duty and Stamp Duty Reserve Tax
  Principal Paying Agent
    
    Other Paying AgentBank of New York
    
    Bank of New York1 Canada Square
    
    1 Wall StreetLondon
    
    New YorkE14 5AL
    
    New York 10286
 Documents on display
  
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 12. Description of Securities Other than Equity Securities
  - 22 -




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PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
  
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
  
 Item 16C. Principal Accountant Fees and Services
   
 Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  PART III
 
 Item 19. Exhibits
  Exhibit 12.1
    
    Certification of Paul Gerard Turner, Director of Gracechurch Card
Funding (No.3) PLC, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002Exhibit 12.2
    
    Certification of Paul Gerard Turner, Director of Barclaycard Funding
PLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 12.3
    
    Certification of Paul Gerard Turner, Director of the Receivables
Trustee, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 13.1
    
    Gracechurch Card Funding (No.3) PLCs Officers Certificate of ComplianceExhibit 13.2
    
    Barclaycard Funding PLCs Officers Certificate of ComplianceExhibit 13.3
    
    The Receivables Trustees Officers Certificate of ComplianceExhibit 99.1
    
    Annual Servicers CertificateExhibit 99.2
    
    Report of Independent Accountants
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SIGNATURES
  Gracechurch Card Funding (No. 3) PLC/s/ Paul Gerard TurnerName:
    Paul Gerard TurnerTitle:
    DirectorBarclaycard Funding PLC/s/ Paul Gerard TurnerName:
    Paul Gerard TurnerTitle:
    DirectorGracechurch Receivables Trustee Limited/s/ Paul Gerard TurnerName:
    Paul Gerard TurnerTitle:
    Director  - 24 -




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Index to Exhibits
 Exhibit No.
    
    Document Description12.1
    
    Certification of Paul Gerard Turner, Director of Gracechurch
Card Funding (NO.3) PLC, pursuant to Section 302 of the
Sarbanes-Oxley Act of 200212.2
    
    Certification of Paul Gerard Turner, Director of Barclaycard
Funding PLC, pursuant to Section 302 of the Sarbanes-Oxley
Act of 200212.3
    
    Certification of Paul Gerard Turner, Director of the
Receivables Trustee, pursuant to Section 302 of the
Sarbanes-Oxley Act of 200213.1
    
    Gracechurch Card Funding (No.3)
PLCs Officers Certificate
of Compliance13.2
    
    Barclaycard Funding PLCs Officers Certificate of Compliance13.3
    
    The Receivables Trustees Officers Certificate of Compliance99.1
    
    Annual Servicers Certificate99.2
    
    Report of Independent Accountants
 - 25 -