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As filed with the Securities and
Exchange Commission on July 15, 2003



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SECURITIES AND EXCHANGE COMMISSION  Washington, DC 20549




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FORM 20-F/A


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|           |  |                                                                                                                                                                   
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(MARK ONE) |  |                                                                                                                                                                   
|o          |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)                                                   
|          
|           |  | OR                                                                                                                                                                
|          
|x          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 14, 2002(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)

Commission file numbers 333-100102; 333-100102-01; 333-100102-02

Barclaycard Funding PLC

(Exact name of Registrant as specified in its charters)


England and Wales(State or other jurisdiction of incorporation or organization)

54 Lombard Street
London EC3P 3AH
United Kingdom
44-(0)207-699-5000(Address of Principal Executive Offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

|               |  |                                          
|-------------- |  | -----------------------------------------
|Title of Class |  | Name of Each Exchange on Which Registered
|               |  |                                          
|None           |  | None                                     

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:

|                             |  |                                          
|---------------------------- |  | -----------------------------------------
|Title of Class               |  | Name of Each Exchange on Which Registered
|                             |  |                                          
|Medium Term Note Certificate |  | None                                     



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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.

|       |  |      
|------ |  | -----
|Yes  x |  | No  o

Indicate by check mark which financial statement item the registrant has
elected to follow.

|           |  |            |  |                                                    
|---------- |  | ---------- |  | ---------------------------------------------------
|Item 17  o |  | Item 18  x |  | Incorporated by Reference to filings on Form 6-K  o



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TABLE OF CONTENTS



|                  |  |  |  |  |  |  |  | 
|----------------- |  |  |  |  |  |  |  | 
|Exhibits         
|SIGNATURES       
|Index to Exhibits
|EX-99.3          
|Ex -99.4         



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TABLE OF CONTENTS

|                  |  |      |   | 
|----------------- |  | ---- | - | 
|                  |  | Page
|                  |  |     
|Item 19. Exhibits |  |      | 1 | 
|Index to Exhibits |  |      | 4 | 



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EXPLANATORY NOTE

This amendment to our annual report on Form 20-F that was filed with the
United States Securities and Exchange Commission on June 16, 2003 in relation
to our fiscal year ended December 14, 2002 is being filed only for the purpose
of including Exhibits 99.3 and 99.4, which were not previously filed. Since no changes
are being made to the annual report on Form 20-F previously filed with the
Commission, only Exhibits 99.3 and 99.4 are being filed with this amendment to our annual
report on Form 20-F.

PART III




Item 19.   Exhibits

The following document is filed as part of this amendment to our annual report:

Exhibit 99.1     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act 2002*

Exhibit 99.2     The MTN Issuers Officers Certificate of Compliance*

Exhibit 99.3     Annual
Servicers Certificate

Exhibit 99.4     Report of Independent Accountants



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|* |  | Previously filed.
|- |  | -----------------

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, each Registrant certifies that it meets all of the requirements for
filing on Form 20-F/A and has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



| |                                                                             
| | ----------------------------------------------------------------------------
| | BARCLAYCARD FUNDING PLC                                                     
|
|
| | /s/ Richard Francis Sommers

Name: Richard Francis Sommers
Title:   Director

Date:  July 15, 2003











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BARCLAYCARD FUNDING PLC
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act 2002

I, Richard Francis Sommers, certify that:



|1. |  | I have reviewed this annual report on Form 20-F/A, and all reports on
Form 6-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Barclaycard
Funding PLC;                                                                                                                                                          
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as
of the last day of the period covered by this annual report;                                  
|  
|3. |  | Based on my knowledge, the distribution or servicing information required
to be provided to the trustee by the servicer under the pooling and
servicing, or similar, agreement, for inclusion in these reports is
included in these reports;                                                                                                                                                     
|  
|4. |  | I am responsible for reviewing the activities performed by the servicer
under the pooling and servicing, or similar, agreement and based upon my
knowledge and the annual compliance review required under that agreement,
and except as disclosed in the reports, the servicer has fulfilled its
obligations under that agreement; and                                                          
|  
|5. |  | The reports disclose all significant deficiencies relating to the
servicers compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the pooling and
servicing, or similar, agreement.

|                                                                      | 
|--------------------------------------------------------------------- | 
|By: /s/ Richard Francis Sommers                                       | 
|                                                                      | 
|Name: Richard Francis Sommers
Title:   Director
Date:   July 15, 2003 | 





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Index to Exhibits

|             |  |                                                                      
|------------ |  | ---------------------------------------------------------------------
|Exhibit No   |  | Document Description                                                 
|            
|Exhibit 99.1 |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act 2002*
|            
|Exhibit 99.2 |  | The MTN Issuers Officers Certificate of Compliance*                
|            
|Exhibit 99.3 |  | Annual Servicers Certificate                                        
|            
|Exhibit 99.4 |  | Report of Independent Accountants                                    

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|* |  | Previously filed.
|- |  | -----------------

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