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As filed with the Securities and Exchange Commission on June 30, 2005
  SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 20-F (MARK ONE)o
    
    REGISTRATION STATEMENT PURSUANT
TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)ORþ
    
    ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2004 (NO FEE REQUIRED)ORo
    
    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 333-103800 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  Securities registered or to be registered pursuant to Section 12(b) of the Act:   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$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
 Indicate by check mark whether the registrants: (1), (2), (3) and (4) have 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 registrants were required to file such
reports), and (5) have been subject to such filing requirements for the past 90 days. Yes  þ
    
    No  o
 Indicate by check mark which financial statement item the registrants have elected to follow. Item 17  o          Item 18  o          Incorporated by Reference to filings on Form 6-K  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
    
    
    2Item 5.
    
    Operating and Financial Review and Prospects
    
    
    4Item 6.
    
    Directors, Senior Management and Employees
    
    
    5Item 7.
    
    Major Shareholders and Related Party Transactions
    
    
    6Item 8.
    
    Financial Information
    
    
    6Item 9.
    
    Offer and Listing Details
    
    
    6Item 10.
    
    Additional Information
    
    
    6Item 11.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 12.
    
    Description of Securities Other than Equity Securities
    
    
    18Item 13.
    
    Defaults, Dividend Arrearages and Delinquencies
    
    
    18Item 14.
    
    Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    18Item 15.
    
    Controls and Procedures
    
    
    18Item 16A.
    
    Audit Committee Financial Expert
    
    
    18Item 16B.
    
    Code of Ethics
    
    
    18Item 16C.
    
    Principal Accountant Fees and Services
    
    
    19Item 17.
    
    Financial Statements
    
    
    19Item 18.
    
    Financial Statements
    
    
    19Item 19.
    
    Exhibits
    
    
    19Index to Exhibits
    
    
    23EXHIBIT 12.1EXHIBIT 12.2EXHIBIT 12.3EXHIBIT 13.1EXHIBIT 13.2EXHIBIT 13.3EXHIBIT 99.1EXHIBIT 99.2
  Gracechurch Card Funding (No.3) PLC is referred to as the Company. This Annual Report on Form 20-F relates to:  

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. Capitalized terms used herein and not defined have the same meaning ascribed to such terms in
the registration statement on Form F-1 for the Notes filed with the Securities and Exchange
Commission on September 26, 2002 and amended by pre-effective amendments on March 25, 2003 and
March 26, 2003 (the Registration Statement). The information required for some items in Form 20-F is not applicable to the Company, the
MTN Issuer, and the Receivables Trustee. As used in this Annual Report filed on Form 20-F, not
applicable means that the response to the referenced item is either (i) not required for
Asset-Backed Issuers or in annual reports pursuant to SEC rules or (ii) omitted in reliance on the
procedures outlined in numerous no-action letters issued by the Commissions staff with respect to
issuers of substantially similar asset-backed securities that file annual reports on Form 10-K and
Form 20-F.




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PART I 
 Item 1.  Identity of Directors, Senior Management and Advisers Omitted pursuant to SEC no-action letter guidance. 
 Item 2.  Offer Statistics and Expected Timetable Not Applicable. 
 Item 3.  Key Information Selected Financial Data The registrants incorporate by reference the following monthly Trust Cash Managers Reports,
filed on Form 6-K, which include all financial information relating to the registrants that is
relevant to noteholders: Monthly Trust Cash Managers Reports for the monthly periods ending: January 31, 2004, February 29, 2004, March 31, 2004, April 30, 2004, May 31, 2004, June 30,
2004, July 31, 2004, August 31, 2004, September 30, 2004, October 31, 2004, November 30, 2004 and
December 31, 2004. Capitalization and Indebtedness Not Applicable. Reasons for the Offer and Use of Proceeds Not Applicable. Risk Factors You should carefully consider the following risk factors before deciding to invest in the
notes offered. Additional risks and uncertainties not presently known to the Company may also
impair your investment. Allocations of Charged-Off Receivables Could Reduce Your Payments We anticipate that the servicer will charge off or write off as uncollectable some of the
receivables. Each class of investor interest in the receivables trust will be allocated a portion
of those charged-off receivables. If the amount of charged-off receivables allocated to the
investor interest exceeds the amount of funds available to cover those charge-offs, the investor
interest will be reduced. This could cause the holders of the notes to not receive the full amount
of principal and interest due to them. Any loss will be borne by the noteholders in the order of
subordination of the notes, with the class C notes bearing the first losses, followed by the class
B notes and finally the class A notes. The Class B Notes and the Class C Notes Bear Additional Risk Because They Are Subordinated The class B notes are subordinated in right of payment of principal and interest to the class A
notes. Principal payments to the class B noteholders will not be made until the class A noteholders
are paid in full. On each payment date interest is paid to the class A noteholders before payments
of interest are made to the class B noteholders. This could cause the class B noteholders not to
receive the full amount of principal or interest due to them. The class C notes are subordinated in right of payment of principal and interest to the class A
notes and the class B notes. Principal payments to the class C noteholders will not be made until
the class A noteholders and the class B noteholders are paid in full. On each payment date interest
is paid to the class A noteholders and the class B noteholders before payments of interest are made
to the class C noteholders. This could cause the class C noteholders not to receive the full amount
of principal or interest due to them.




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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 Some pay out events will cause the start of the regulated amortisation period rather than the rapid
amortisation period. During a regulated amortisation period, not all of the principal collections
allocated to the investor interest may be used to make payments of principal to the MTN Issuer as
they would be during a rapid amortisation period. Instead, principal payments to the MTN Issuer 
and thus ultimately on your notes  will be limited to the controlled deposit amount. This could
cause you to receive payments of principal more slowly than you would during a rapid amortisation
period. Since some of the pay out events that result in the start of a regulated amortisation
period are caused by a deterioration in the performance of the receivables, a delay in the
principal payments on your notes could expose you to an increased risk of losses on your notes or a
delay in payment on your notes. 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 Contractual provisions will be contained in the security trust deed and MTN Issuer cash management
agreement and the other agreements to which the MTN Issuer is a party by which the other parties to
those agreements agree not to take any actions against the MTN Issuer that might lead to its
bankruptcy. Furthermore, the MTN Issuer will be contractually restricted from undertaking any
business other than in connection with the financings. In particular, the MTN Issuer will be
expressly prohibited from incurring any additional indebtedness, having any employees, owning any
premises and establishing or acquiring any subsidiaries. Together, these provisions ensure that the
likelihood of the MTN Issuer becoming insolvent or bankrupt is remote. Notwithstanding the steps that have been and may be taken to ensure that the insolvency of the MTN
Issuer will be remote, the MTN Issuer is included in the Barclays Group registration for VAT
purposes. As a company included in that group registration, broadly, it will be liable, on a joint
and several basis with all other companies in the VAT group registration, for the VAT liability of
the representative member of the VAT group  Barclays Bank PLC  arising only during the MTN
Issuers period of membership. Accordingly, these secondary liabilities for VAT could increase the
likelihood of the MTN Issuer becoming insolvent. In addition, there are provisions in the UK tax
code that are designed to enable the UK HM Revenue and Customs to collect corporation tax from one
member of a group where another member of the group has failed to discharge certain taxes due and
payable by it within a specified time period. If the MTN Issuer were required to pay any VAT due from the representative member of the Barclays
VAT group or to become liable for corporation tax liabilities of another member in the Barclays
Group, which the MTN Issuer was unable to meet, the UK HM Revenue and Customs could seek to put the
MTN Issuer into insolvency. This could cause 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 The MTN Issuer has issued eight series (of which seven remain outstanding as series 99-1 was repaid
in November 2002) and may issue additional series of medium term notes or certificates in
connection with the issuance of other series of investor certificates. The holder of the medium
term notes or certificates of each series  including the Company  may require the MTN Issuer, as
investor beneficiary, to take action or direct actions to be taken under the declaration of trust
and trust cash management agreement or a supplement. However, the consent or approval of holders of
a percentage of the total principal balance of the medium term notes or certificates of all series
might be necessary to require or direct those actions. These actions include terminating the
appointment of the servicer under the beneficiaries servicing agreement or the trust cash manager
under the declaration of trust and trust cash management agreement. Thus, the holder of any new
series of medium term notes or certificates will have voting rights that will reduce the percentage
interest of the Company as holder of a medium term note certificate. Holders of medium term notes
or certificates of other series  or persons with the power to direct their actions  may have
interests that do not coincide with the interests of the Company  or the persons with the power to
direct the Company. This may restrict your ability to ultimately direct the MTN Issuer to take the
actions referred to above. Insolvency of the Transferor May Result in an Inability to Repurchase Receivables None of the MTN Issuer, the receivables trustee or the Company has undertaken or will undertake any
investigations, searches or other actions to verify the details of the receivables  other than
steps taken by the Company to verify the details of the receivables  or to establish the
creditworthiness of any cardholder on the designated accounts. The MTN Issuer, receivables trustee
and the Company will rely solely on the representations given by the transferor to the receivables
trustee about the receivables, the cardholders on the designated accounts, the designated accounts
and the effect of the assignment of the receivables. If any representation made by the transferor about the receivables proves to have been incorrect
when made, the transferor will be required to repurchase the affected receivables from the
receivables trustee. If the transferor becomes bankrupt or insolvent, the receivables trustee may
be unable to compel the transferor to repurchase receivables, and you could incur a loss on your
notes or an early redemption of your notes. 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 The ability of each of the Company, the MTN Issuer and the receivables trustee to meet its
obligations under the notes, the medium term note certificates and the receivables securitisation
agreement and the declaration of trust and trust cash management agreement will depend upon their
continued solvency. A company that has assets in the United Kingdom will be insolvent if its liabilities exceed its
assets or if it is unable to pay its debts as they fall due. Each of the Company, the MTN Issuer
and the receivables trustee have been structured so that the likelihood of their becoming insolvent
is remote. Each of these entities will be contractually restricted from undertaking any business
other than in connection with the financings. They each will be expressly prohibited from incurring
any additional indebtedness, having any employees, owning any premises and establishing or
acquiring any subsidiaries. Contractual provisions will be contained in each of the agreements
other than your notes, to which




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each of these entities is a party which will prohibit the other parties to those agreements from
taking any actions against these entities that might lead to their insolvency. Together, these
provisions help ensure that the likelihood of any of these entities becoming insolvent or bankrupt
is remote. Notwithstanding these actions, it is still possible that the Company, the MTN Issuer or the
receivables trustee could become insolvent. If this were to occur, you could suffer a loss on your
notes or an early redemption of your notes. 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 There is an increasing volume of legislation devoted to dealing with consumer credit in the United
Kingdom. Of particular importance are the Consumer Credit Act 1974 (the Consumer Credit Act) and
the related Unfair Terms in Consumer Contracts Regulations 1999 and Consumer Credit (Cancellation
Notices and Copies of Documents) Regulations 1983 (together, the Regulations)). The Consumer
Credit Act and Regulations are administered by, amongst others, the Office of Fair Trading (the
OFT). The Consumer Credit Act and Regulations apply, in whole or in part, to the transactions
occurring on the designated accounts and to the credit or charge card agreements. The effect of the
application of the Consumer Credit Act and the Regulations on the relevant underlying charge card
agreements may result in adverse consequences for your investment in the notes, because of the
possible unenforceability of, or possible liabilities for misrepresentation or breach of contract
in relation to, an underlying credit or charge card agreement. If a credit or charge card agreement has not been executed or modified in accordance with the
Consumer Credit Act, it may be unenforceable against a cardholder without a court order  and in
some instances may be completely unenforceable. As is common with many other UK credit card
issuers, some of Barclaycards credit and charge card agreements do not comply in all respects with
the Consumer Credit Act, the Regulations or other related legislation. In addition, Barclaycard, in
common with many other UK credit card issuers, has received and expects to continue to receive
correspondence from and to have discussions with, the OFT in relation to concerns the OFT may raise
from time to time in respect of compliance of Barclaycards credit and charge card agreements with
the Consumer Credit Act, the Regulations or other related legislation, or any other concerns that
the OFT may have in respect of Barclaycards credit and charge card agreements or Barclaycards
advertising, marketing or administration thereof. Barclaycard has worked and expects to continue to
work with the OFT to settle concerns which may be raised from time to time. However, as a result of
any noncompliance, credit and charge card agreements may be unenforceable by Barclaycard against
the cardholders without a court order. The transferor gives no guarantee that a court order could
be obtained if required. With respect to those credit or charge card agreements which may not be compliant, such that a
court order would not be obtained, the transferor estimates that this would apply to less than 1
per cent. of the aggregate principal receivables in the designated accounts on December 31, 2004.
Barclaycard does not anticipate any material increase in the percentage of these receivables in the
securitised portfolio. The accounts that do not comply with the Consumer Credit Act or Regulations
are still legal, valid and binding obligations of the cardholder and it will still be possible to
collect payments and demand arrears from cardholders who are falling behind with their payments.
The transferor will have no obligation to repay or account to a cardholder for any payments
received by a cardholder because of this non-compliance with the Consumer Credit Act or
Regulations. However, if losses arise on these accounts, they will be written off and borne by the
investor beneficiary and transferor beneficiary based on their interests in the receivables trust.
Accordingly, if this were to occur, you could suffer a loss on your notes or an early redemption on
your notes. Transactions involving the use of a credit card in the United Kingdom may constitute transactions
under debtor-creditor supplier agreements for the purposes of section 75 of the Consumer Credit
Act. A debtor-creditor-supplier agreement includes an agreement by which the creditor, with
knowledge of its purpose, advances funds to finance the debtors purchase of goods or services from
a supplier. Section 75 of the Consumer Credit Act provides that if a supplier breaches a contract between the
supplier and a cardholder in a transaction under certain debtor-creditor-supplier agreements, or if
the supplier makes a misrepresentation about the contract, the creditor may also be liable to the
cardholder for the breach or misrepresentation. An example of a suppliers breach of contract would
include the supplier selling the cardholder merchandise that is defective or unsuitable for its
purpose. In these circumstances, the cardholder may have the right to reduce the amount owed to the
transferor under his or her credit or charge card account. This right would survive the sale of the
receivables to the receivables trustee. As a result, the receivables trustee may not receive the
full amount otherwise owed by a cardholder. However, the creditor will not be liable where the cash
price of the item or service supplied underlying the claim is £100 or less, or greater than
£30,000. The receivables trustee has agreed on a limited recourse basis to indemnify the transferor for any
loss suffered by the transferor from a cardholder claim under section 75 of the Consumer Credit
Act. This indemnity cannot exceed the original outstanding principal balance of the affected
charges on a designated account. The receivables trustees indemnity will be payable only from and to the extent of excess spread on
the receivables. Any amounts that the transferor recovers from the supplier will reduce the
transferors loss for purposes of the receivables trustees indemnity. The transferor will have
rights of indemnity against suppliers under section 75 of the Consumer Credit Act. The transferor
may also be able to charge-back the transaction in dispute to the supplier under the operating
regulations of VISA or MasterCard. If the transferors loss for purposes of the receivables trustees indemnity exceeds the excess
spread available to satisfy the loss, the transferor interest in the receivables trust will be
reduced by the amount of the excess loss. Satisfaction by the receivables trustee of any such indemnity payment (as described above) could
have the effect of reducing or eliminating excess spread which might otherwise have been available
to the MTN Issuer. These consequences could result in you incurring a loss on your investment or an
early redemption of your notes.




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Department of Trade and Industry (DTI) White Paper dated December 2003 in Connection with its
Review of Consumer Credit In its White Paper dated December 2003, the DTI, the UK Government department responsible for
consumer credit, indicated that the Government proposed to take various actions to address matters
of concern to it in this area. Since then a number of changes have been made by subordinate
legislation under the Consumer Credit Act. Consumer Credit Regulations made since the DTI published its White Paper in December 2003 Two sets of regulations that are particularly pertinent to Barclaycard have been made during 2004
pursuant to the Consumer Credit Act. The Consumer Credit (Advertisements) Regulations 2004
(Advertisements Regulations) were made in June 2004 and came into force on October 31, 2004. They
replace regulations made in the period 1989-2000 in relation to the advertising of consumer credit.
The Consumer Credit (Agreements) (Amendment) Regulations 2004 (Agreements Regulations) were made
in June 2004 and came into force on May 31, 2005. The Advertisements Regulations The Advertisements Regulations contain a new statutory regime governing the content of marketing
materials that promote consumer credit. The Advertisements Regulations require every credit
advertisement to be made in plain and intelligible language, be easily legible or clearly audible
as the case may require and specify the name of the advertiser. The Advertisements Regulations
prescribe information that has to be included in a credit advertisement. In addition, the
Advertisements Regulations prescribe the manner in which the total charge for credit and any stated
annual percentage rate must be calculated and disclosed. The Advertisements Regulations are, broadly observed, stricter than the regulations that they have
replaced. It is unclear whether they will make it materially more difficult to originate new
accounts, but it is possible that that might be their effect. The possible unenforceability of, or
possible liabilities for misrepresentation or breach of contract, in relation to an underlying
credit or charge card agreement may result in unrecoverable losses on accounts to which such
agreements apply. If losses arise on these accounts, they will be written off and borne by the
investor beneficiary and transferor beneficiary based on their interests in the receivables trust.
Accordingly, if this were to occur, you could suffer a loss on your notes or an early redemption on
your notes. The Agreements Regulations The Agreements Regulations amend the Consumer Credit (Agreements) Regulations 1983 (1983
Regulations). The Agreements Regulations set out the order in which the prescribed content of
documents comprising a credit or charge card agreement (including any variations to such agreements
which create a modifying agreement under section 82(3) of the Consumer Credit Act) is to be given
and the place of the signature and separate boxes required under the 1983 Regulations and the
Agreements Regulations. An additional form of consent is required by the Agreements Regulations
where a cardholder purchases certain insurance products on credit. In common with the
Advertisements Regulations, the Agreements Regulations contain new prominence and legibility
requirements and new requirements in relation to the calculation and description of an annual
percentage rate. The possible unenforceability of, or possible liabilities for misrepresentation or breach of
contract, in relation to an underlying credit or charge card agreement may result in unrecoverable
losses on accounts to which such agreements apply. If losses arise on these accounts, they will be
written off and borne by the investor beneficiary and transferor beneficiary based on their
interests in the receivables trust. Accordingly, if this were to occur, you could suffer a loss on
your notes or an early redemption on your notes. Consumer Credit Bill introduced into Parliament on May 18, 2005 Following the General Election held on May 5, 2005, the new Government introduced on May 18, 2005 a
bill to amend the Consumer Credit Act (the Bill). The Bill is substantially in the same form as a
bill introduced in the last Parliament. That bill did not obtain sufficient Parliamentary time to
become law before Parliament was dissolved in order to hold the general election. The Bill, if enacted, will, inter alia, introduce into the Consumer Credit Act a concept of an
unfair relationship. This is broadly defined in the Bill and (should an application be made under
the current proposals when enacted) a court would be entitled to look at any aspect of a credit
relationship in order to determine whether unfairness exists. Under the Bill, remedies would
include requiring the creditor to pay back sums to the debtor that had previously been paid by the
debtor to the creditor. These provisions of the Bill are intended to apply to all credit agreements
regardless of when entered into. The Bill will also extend the ombudsman scheme under the Financial Services and Markets Act 2000 to
licensees under the Consumer Credit Act. The extension of the ombudsman scheme will allow a
cardholder who has a complaint to raise it with the ombudsman, provided that the complaint falls
within the consumer credit jurisdiction conferred upon the ombudsman. The possible unenforceability of, or possible liabilities for misrepresentation or breach of
contract, in relation to an underlying credit or charge card agreement may result in unrecoverable
losses on accounts to which such agreements apply. If losses arise on these accounts, they will be
written off and borne by the investor beneficiary and transferor beneficiary based on their
interests in the receivables trust. Accordingly, if this were to occur, you could suffer a loss on
your notes or an early redemption on your notes. Proposal for a second EU Directive relating to Consumer Credit The European Commission made a proposal for a new consumer credit directive in September 2002. The
existing directive (87/ 102/EEC) is now regarded by the European Commission as out of date.
Progress on agreeing a new directive has been slow. The European Parliament has recently appeared
to be considering some actions in relation to a new directive. The timetable for further
developments is unclear.




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EU Directive concerning Unfair Commercial Practices Directive 2005/29/EC concerning unfair business to consumer commercial practices was made on May
11, 2005. This is a directive of general application and is not confined to consumer credit or
other financial services. It is anticipated that the DTI will lead implementation of this directive
into UK law. The directive is due to be implemented by May 11, 2007, coming into force (with some
transitional provisions) no later than November 11, 2007. The directive is intended to achieve a high level of consumer protection across the EU through
harmonization of relevant EU laws. The directive has a substantial focus on advertising and sales
promotion practices. Whether its implementation would require changes to, for example, the
Advertisements Regulations remains to be determined. Any such changes might have an adverse impact
on the ability of credit and charge card issuers, such as Barclaycard, to promote their products
and services. The possible unenforceability of, or possible liabilities for misrepresentation or breach of
contract, in relation to an underlying credit or charge card agreement may result in unrecoverable
losses on accounts to which such agreements apply. If losses arise on these accounts, they will be
written off and borne by the investor beneficiary and transferor beneficiary based on their
interests in the receivables trust. Accordingly, if this were to occur, you could suffer a loss on
your notes or an early redemption on your notes. Failure to Notify Cardholders of the Transfer of Receivables Could Delay or Reduce Payments on Your
Notes The transfer by the transferor to the receivables trustee of the benefit of the receivables is
governed by English law and does not give the receivables trustee full legal title to the
receivables. Notice to the cardholders of the transfer would perfect the legal title of the
receivables trustee to the receivables. The receivables trustee has agreed that notice of the
transfer will not be given to cardholders unless the transferors long-term senior unsecured
indebtedness as rated by Moodys, Standard & Poors or Fitch were to fall below Baa2, BBB or BBB,
respectively. The lack of notice has several legal consequences that could delay or reduce payments
on your notes. Until notice is given to a cardholder, the cardholder will discharge his or her obligation under
the designated account by making payment to the transferor. Prior to the insolvency of the transferor, unless notice was given to a cardholder who is a
depositor or other creditor of the transferor, equitable set-offs may accrue in favour of the
cardholder against his or her obligation to make payments to the transferor under the designated
account. These rights may result in the receivables trustee receiving reduced payments on the
receivables. The transfer of the benefit of any receivables to the receivables trustee will
continue to be subject both to any prior equities that a cardholder had and to any equities the
cardholder may become entitled to after the transfer. Where notice of the transfer is given to a
cardholder, however, some rights of set-off may not arise after the date notice is given. Failure to give notice to the cardholder means that the receivables trustee would not take priority
over any interest of a later encumbrancer or transferee of the transferors rights who has no
notice of the transfer to the receivables trustee. This could lead to
a loss on your notes. Failure to give notice to the cardholder also means that the transferor or the cardholder can amend
the card agreement without obtaining the receivables trustees consent. This could adversely affect
the receivables trustees interest in the receivables, which could lead to a loss on your notes. Competition in the UK Credit Card Industry Could Lead to Early Redemption of Your Notes The credit and charge card industry in the United Kingdom is highly competitive. There is increased
competitive use of advertising, target marketing and pricing competition in interest rates and
cardholder fees as both traditional and new card issuers seek to expand or enter the UK market and
compete for customers. New card issuers may rely on customer loyalty and may have particular ways of reaching and
attracting customers. For example, major supermarket retailers are promoting the use of their own
cards through extensive in-store campaigns and low introductory interest rates. Also, in the last
few years a number of new card issuers have entered the UK market from the United States and have
sought to build market share primarily through aggressive pricing. As a result of this competition,
certain competitors offer cards to selected customers at lower interest rates than those offered by
Barclaycard. This competitive environment may affect the originators ability to originate new accounts and
generate new receivables if the rate at which new receivables are generated declines significantly
and if the transferor is unable to nominate additional accounts or product lines for the
receivables trust, a pay out event could occur. A pay out event could result in an early redemption
of your notes. Social, Legal, Political and Economic Factors Affect Card Payments and Are Unpredictable Changes in card use, payment patterns, amounts of yield on the card portfolio generally and the
rate of defaults by cardholders may result from a variety of social, legal, political and economic
factors in the United Kingdom. Social factors include changes in public confidence levels,
attitudes toward incurring debt and perception of the use of credit and charge cards. Economic
factors include the rate of inflation, the unemployment rate and relative interest rates offered
for various types of loans. Political factors include lobbying from interest groups, such as
consumers and retailers, and government initiatives in consumer and related affairs. We are unable
to determine and have no basis on which to predict accurately whether, or to what extent, social,
legal, political or economic factors will affect the future use of credit, default rates, the yield
on the card portfolio generally or cardholder repayment patterns.




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Reduction in the Rate of Interchange Caused by Potential Adverse Regulatory Rulings May Adversely
Affect Payments on Your Notes Barclaycard receives fees called interchange from the banks that clear transactions for merchants
as partial compensation for amongst other things, taking credit risk and absorbing fraud losses.
There is a current United Kingdom Office of Fair Trading examination of whether the rates of
interchange paid by retailers in respect of MasterCard credit and charge cards in the United
Kingdom are too high. The preliminary conclusion of this examination is that the rates are too high
which will, if such preliminary conclusion is not changed or if agreement is reached on a lower
rate of interchange, adversely affect the yield on UK credit card portfolios. The European
Commission has also concluded an examination of the level of cross-border interchange within the
European Union in respect of VISA credit and charge cards and its findings will lead to a phased
reduction in the rate of interchange to be paid by retailers in the future. A reduction in the rate
of interchange as a result of these findings could affect the future yield on the card portfolio
and adversely affect payment on your notes. Electronic Commerce Directive With effect from (for the most part) August 21, 2002, the Ecommerce Directive (the ECD) has been
effected in the United Kingdom by a number of statutory instruments and implementing rules
including, but not limited to, the Electronic Commerce (EC Directive) Regulations 2002 (which apply
to non-FSA regulated entities), the Electronic Commerce Directive (Financial Services and Markets)
Regulations 2002, as amended (which apply to FSA regulated entities) and the creation of the
Electronic Commerce Directive sourcebook (ECO) in the FSA Handbook. In essence the ECD aims to free up cross-border information society services by requiring Member
States to apply the principle of country of origin regulation to services provided using
electronic means. Information society services are defined as any service normally provided for
remuneration, at a distance by means of electronic equipment for the processing (including digital
compression) and storage of data, and at the individual request of a recipient of a service and
will therefore include (but are not limited to) web-based online information. Under the principle
of country of origin, a firm providing cross-border information society servicesmust comply
with the applicable rules in the country from which it is providing the services and the country
into which it is providing the services cannot impose additional restrictions. As such, in
providing information society services (whether in the UK or in another EEA state), the Seller
will be required to comply with applicable rules in the United Kingdom (including, but not limited
to, the United Kingdom financial promotions regime). The ECD also requires Member States to impose disclosure and other rules on firms offering
information society services before any contract is entered into. The information to be disclosed
includes, but is not limited to, contact details and background information in respect of the
service provider, a variety of information that is required to be provided in a clear and
unambiguous manner and disclosure of information to the recipient on how to conclude contractual
arrangements. Failure to comply with the ECO rules could result in, amongst other things, disciplinary action by
the FSA and possible claims under section 150 of FSMA for breach of FSA rules. Under the Electronic
Commerce (EC Directive) Regulations 2002 the information disclosure requirements are enforceable,
at the suit of any recipient of a service, by an action against the service provider for damages
for breach of statutory duty. In addition, where a person has entered into a contract to which the
Electronic Commerce (EC Directive) Regulations 2002 apply and the service provider has not made
available means of allowing him to identify and correct input errors prior to concluding the
contract, the recipient will be entitled to rescind the contract unless a court having jurisdiction
in respect of the particular contract orders otherwise on the application of the service provider.
The Electronic Commerce (EC Directive) Regulations 2002 also enable an application to be made for a
court order to stop an infringement of the information disclosure requirements that harms the
collective interests of consumers. 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 Only the receivables arising under the designated accounts are transferred to the receivables
trustee. The originator will continue to own those accounts. As the owner of the accounts, the
originator retains the right to change the terms of the accounts. For example, the originator could
change the monthly interest rate, increase or reduce the credit limits on the accounts, reduce or
eliminate fees on the accounts or reduce the required minimum monthly payment. The originator may change the terms of the accounts to maintain its competitive position in the UK
credit and charge card industry. Changes in interest and fees could lower the amount of finance
charge receivables generated by those accounts. This could cause a pay out event to occur, which
might cause an early redemption of your notes. This could also cause a reduction in the credit
ratings on your notes. Principal on Your Notes May Be Paid Earlier Than Expected  Creating a Reinvestment Risk to You 
or Later than Expected The receivables in the receivables trust may be paid at any time and we cannot assure you that new
receivables will be generated or will be generated at levels needed to maintain the receivables
trust. To prevent the early redemption of the notes, new receivables must be generated and added to
the receivables trust or new accounts must be nominated for the receivables trust. The receivables
trust is required to maintain a minimum amount of receivables. The generation of new receivables or
receivables in new accounts is affected by the originators ability to compete in the current
industry environment and by customers changing borrowing and payment patterns. If there is a
decline in the generation of new receivables or new accounts, you may be repaid your principal
before the expected date. One factor that affects the level of finance charge and principal collections is the extent of
convenience usage. Convenience use means that the cardholders pay their account balances in full on
or prior to the due date. The cardholder, therefore, avoids all finance charges on his or her
account. An increase in the convenience usage by cardholders would decrease the effective yield on
the accounts and could cause a pay out event and therefore possibly an early redemption of your
notes. No premium will be paid upon an early redemption of your notes. If you receive principal on your
notes earlier than expected, you may not be able to reinvest the principal at a similar rate of
return. Alternatively, a decrease in convenience usage may reduce the principal payment rate on the
accounts. This could result in you receiving the principal on your notes later than expected.




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Credit Enhancement May Be Insufficient to Prevent a Loss on Your Notes Credit enhancement for your notes is limited. The only assets that will be available to make
payment on your notes are the assets of the Company pledged to secure payment of your notes. If
problems develop with the receivables, such as an increase in losses on the receivables, or if
there are problems in the collection and transfer of the receivables to the trust, or if the swap
counterparty fails to make payments on the swap agreement, it is possible that you may not receive
the full amount of interest and principal that you would otherwise receive. Issuance of Additional Series by the Receivables Trustee on Behalf of the Receivables Trust May
Adversely Affect Payments on Your Notes There are eight series (of which only seven are outstanding) created within the receivables trust.
Additional series may from time to time be created within the receivables trust. Any new series of
investor certificates  and medium term notes or certificates and notes  will also be payable from
the receivables in the receivables trust. The principal terms of any new series of investor
certificates will be contained in a new series supplement to the declaration of trust and trust
cash management agreement. The terms of a new series contained in the new supplement to the
declaration of trust and trust cash management will not be subject to your prior review or consent. The principal terms of a new series may include methods for determining investor percentages and
allocating collections, provisions creating different or additional security or other credit
enhancement for the new series, provisions subordinating the new series to other series, and other
amendments or supplements to the declaration of trust and trust cash management agreement that
apply only to the new series. It is a condition to the issuance of a new series that each rating
agency that has rated any debt ultimately payable from a prior series of investor certificates that
is outstanding  including your notes  confirms in writing that the issuance of the new series
will not result in a reduction or withdrawal of its rating. However, the terms of a new series could adversely affect the timing and amounts of payments on any
other outstanding series, including series of which your notes are a part. Credit Quality of the Receivables Trusts Assets May Be Eroded by the Addition of New Accounts
Which Could Adversely Affect Collections of Receivables The transferor may designate additional credit or charge card accounts as designated accounts and
offer the receivables trustee an assignment of the receivables arising under the additional
accounts. The transferor may be required at times to nominate additional accounts as designated
accounts. These accounts may include accounts that were originated or acquired using criteria that
are different from those applicable to the accounts from which receivables were originally assigned
to the receivables trustee. For example, they could be originated at a different date with
different underwriting standards, or they could be acquired from another institution that used
different underwriting standards. Consequently, there can be no assurance that accounts that become designated accounts in the future
will have the same credit quality as the designated accounts on the closing date. This could
adversely affect collections on the receivables. If this occurred you could suffer a loss on your
notes. 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 In line with the rest of the UK market, Barclaycard may apply differential interest rates to each
product offering, some of which may be fixed for predetermined periods. The majority of the
designated accounts have monthly interest rates that are constant, except for Barclaycards ability
to change the interest rate at its discretion. The interest rate paid on the medium term note
certificates will be based on the London interbank offered rate for deposits in sterling, which
changes from time to time. Accordingly, the interest payable on the medium term note certificates
could increase without a corresponding increase in the amount of finance charge collections. If
this occurred, you could suffer a loss on your notes or a pay out event could occur causing an
early redemption of your notes. Commingling of Collections with Transferor May Delay or Reduce Payments on Your Notes Collections from cardholders for the designated accounts and other Barclaycard cardholders will
initially be paid to an operating account of the transferor. The transferor has declared a trust
over the operating account in favour of the receivables trustee for collections that are deposited
in it. Collections on the designated accounts will be transferred to the trustee collection account
within two business days of being identified. For the limited time that collections on the designated accounts are in the operating account, they
may be commingled with other funds of the transferor or future beneficiaries and they may be
untraceable. Consequently, if the transferor were to become insolvent, there may be a delay in the
transfer of collections to the receivables trustee if the transferor  or a liquidator or
administrator of the transferor  attempted to freeze the operation of the operating account
pending completion of any rights of tracing. This could ultimately cause a delay or reduction in
the payments you receive 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 The transferor may opt to cause a percentage of receivables that would otherwise be treated as
principal receivables to be treated as finance charge receivables. If the transferor were to
exercise this option, it could prevent a pay out event from occurring because of a reduction of the
portfolio yield, which could delay an early redemption of your notes at a time when the performance
of the receivables is deteriorating. Once this option is exercised, the transferor may also reduce
the percentage or stop using the percentage at any time. However, this option, if




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exercised, will reduce the aggregate amount of principal receivables, which may increase the
likelihood that the transferor will be required to designate additional accounts from which
receivables will be assigned to the receivables trustee. If the transferor were unable to designate
additional accounts, a pay out event could occur and you could receive payments of principal on
your notes before you expect them. If Optional Early Redemption Occurs, It Will Result in an Early Redemption of Your Notes Creating a
Reinvestment Risk When the total principal balance of the notes is reduced to less than 10 per cent. of their
original principal balance, the Company has the option to redeem the notes in full. This early
redemption may result in an early return of your investment. No premium will be paid in the event
of an exercise of the early redemption option. If you receive principal on your notes earlier than
expected, you may not be able to reinvest the principal at a rate of return similar to that on your
notes. If Cardholders Are Concentrated in a Geographic Region, Economic Downturn in that Region May
Adversely Affect Collections of Receivables If the receivables trust has a high concentration of receivables from cardholders located in a
single region, an economic downturn in that region may have a magnified adverse effect on the
receivables trust because of that concentration. As determined from postcode information for the location of cardholders as of 31 December 2004, the
three largest concentrations of cardholders as at 31 December 2004 were London representing 18.5
per cent. of total outstanding balances, the South East of England with 16.4 per cent. of total
outstanding balances and the East of England with 11.2 per cent. of total outstanding balances. No
other region currently accounts for more than 8.7 per cent. of the outstanding balance of the
receivables. These concentration levels may change in the future. Future adverse economic conditions affecting any of these regions or any of the other regions,
however, could adversely affect the performance of the receivables which could result in a loss on
your notes. Adoption of the Euro by the United Kingdom Would Have Uncertain Effects on Your Notes Before your notes have matured, the euro could become the lawful currency of the United Kingdom. If
that were to happen, all amounts payable on the medium term note certificates  including the
sterling payments owed to the swap counterparty on the swap agreements but not any dollar payments
made by the swap counterparty to the Company  may become payable in euro. If the medium term note
certificates are outstanding when the euro becomes the lawful currency of the United Kingdom, we
intend to make payments on the medium term note certificates and the swap agreements according to
the then market practice of payment on debts or, as the case may be, swaps. We are uncertain what
effect, if any, the adoption of the euro by the United Kingdom may have on your notes. Taxable Nature of the MTN Issuer or the Company Could Cause a Loss on Your Notes The MTN Issuer and the Company will be liable to UK corporation tax at the maximum rate of
currently 30 per cent. on the profit reflected in their respective profit and loss accounts as
increased to take account of any non-deductible expenses or losses; which profit before any such
increase is not expected to exceed 1 basis point of the principal amount outstanding on the medium
term notes and certificates and the notes respectively. Also, the United Kingdom tax authorities are currently engaged in consultations with the
securitisation industry regarding changes to the applicable rules, with those changes being
expected to take effect as of the commencement of 2007. If the taxable profits of the MTN Issuer or the Company are greater than expected, because either
the profit shown in the profit and loss account is greater than 1 basis point of the principal
amount outstanding, or non-deductible expenses or losses are greater than expected, the MTN Issuer
or the Company, as the case may be, will be subject to corporation tax on the greater amount at the
maximum rate of currently 30 per cent., and you could suffer losses on your notes as a result. Change in the Taxable Nature or Basis of Taxation of the Receivables Trustee, MTN Issuer or Company
Could Cause a Loss on Your Notes If there is a relevant change of law in the United Kingdom or Jersey, or change of practice of the
United Kingdom HM Revenue and Customs, or change in the accounting treatment of the MTN Issuer or
the Company, this could result in the taxable profits of the MTN Issuer or the Company being
greater than expected and you could suffer losses on your notes as a result. An opinion of UK tax advisers, however, is not binding on the United Kingdom HM Revenue and Customs
or the courts, and no specific transaction rulings on this issue will be obtained from the United
Kingdom HM Revenue and Customs. In addition, there is no case law authority on a number of features
of the transactions that raise difficult questions. Limited Nature of Credit Ratings Assigned to Your Notes Each credit rating assigned to your notes reflects the rating agencys assessment only of the
likelihood that interest and principal will be paid to you by the final redemption date, not that
it will be paid when expected or scheduled. These ratings are based on the rating agencies
determination of the value of the receivables, the reliability of the payments on the receivables,
the creditworthiness of the swap counterparty and the availability of credit enhancement. The ratings do not address the following:   

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;




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

the marketability of the notes, or any market price; or

that an investment in the notes is a suitable investment for you. A rating is not a recommendation to purchase, hold or sell notes. Ratings Can Be Lowered or Withdrawn Any rating agency may lower its rating or withdraw its rating if, in the sole judgement of the
rating agency, the credit quality of the notes has declined or is in question or for other tangible
and intangible reasons. If any rating assigned to your notes is lowered or withdrawn, the market
value of your notes may be reduced. Pursuant to the swap agreements the swap counterparty may assign the swap agreements to a
replacement swap counterparty if the long-term credit rating of the swap counterparty is withdrawn
or reduced below A1 by Moodys or its short-term credit rating is withdrawn or reduced below
P-1 by Moodys or its short-term credit rating is
reduced below A1+ by Standard & Poors and
the swap counterparty has not remedied the event or conducted such other actions (such as
collateralisation or the obtaining of a guarantor) set out under the terms of the swap agreements.
We cannot assure you, however, that the swap counterparty will be able to find a replacement
counterparty and assign the swap agreements in this event or that the ratings of your notes will
not be withdrawn or reduced in this event. Termination of the Swap Agreements Could Result in an Early Redemption of Your Notes A swap agreement may be terminated, but only if the Company has been directed to do so by the
relevant noteholders, if as a result of a change in applicable law, withholding taxes would be
imposed  by any jurisdiction  on payments to the Company under the medium term note certificates
or on any payments made or required to be made to the Company by the swap counterparty or by the
Company to the swap counterparty under the swap agreement and there are not any reasonable measures
that the swap counterparty or the Company can take to avoid their imposition. In addition, a swap
agreement may be terminated, but only if the Company has been directed to do so by the relevant
noteholders, if as a result of a change in applicable law, the Company or any paying agent has or
will become obligated to deduct or withhold amounts from payments on the related class of notes to
be made to any of the related noteholders on the next interest payment date, for any tax,
assessment or other governmental charge imposed by the United Kingdom or any political subdivision
or taxing authority of the United Kingdom on the payments and there are no reasonable measures the
Company can take to avoid the tax or assessment. A payment default by the swap counterparty or a default in the payment in respect of interest by
the Company to the swap counterparty, if funds are available to the Company to make that payment,
will result in a termination of a swap agreement. The swap agreements may also terminate following
a material breach of a representation or covenant by the swap counterparty, the insolvency of the
Company or the swap counterparty or changes in law resulting in illegality. The swap agreement may also be terminated if certain other events occur. The termination without replacement of any of the swap agreements will result in an event of
default under the notes and a pay out event that results in a rapid amortisation period. We cannot
assure you that any of the swap agreements will not terminate prior to the payment in full of the
principal balance of your notes. If any of the swap agreements terminates prior to the payment in
full of the principal balance of your notes, you could receive payments of principal on your notes
before you expect them. 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 The Company and the swap counterparty will each represent and warrant in each swap agreement that,
under current applicable law, each of them is entitled to make all payments required to be made by
them under the swap agreement free and clear of, and without deduction for or on account of, any
taxes, assessments or other governmental charges  which we refer to as withholding taxes. However,
neither the Company nor the swap counterparty will be required to indemnify the other party for any
withholding taxes imposed on payments under a swap agreement as a result of a change in applicable
law. If any withholding taxes would be imposed  by any jurisdiction  on payments to the Company under
the medium term note certificates as a result of a change in applicable law, then the MTN Issuer
additional interest payments, to the extent available, will be converted at the spot exchange rate
in US dollars to cover the shortfall in the amounts available for payment to the noteholders caused
by the amount withheld. If the MTN Issuer additional interest payments are not sufficient to cover
the shortfall, then payments to first the class C noteholders, second the class B noteholders and
finally the class A noteholders will be reduced by the amount withheld that is not covered by the
MTN Issuer additional interest payments. If any withholding tax would be imposed  by any jurisdiction  on any payments made or required to
be made by the swap counterparty to the Company or by the Company to the swap counterparty under a
swap agreement as a result of a change in applicable law and the obligation to deduct or withhold
cannot be avoided by the swap counterparty or the Company, then the amount to be paid by the other
party will be reduced also pro rata by any amount withheld for any withholding taxes. In that event
the MTN Issuer additional interest payments, to the extent available, will be converted at the spot
exchange rate in US dollars to cover the shortfall in the amounts available for payment to the
noteholders caused by the amount withheld. If the MTN Issuer additional interest payments are not
sufficient to cover the shortfall, then payments to first the class C noteholders, second the class
B noteholders and finally the class A noteholders will be reduced by the amount withheld that is
not covered by the MTN Issuer additional interest payments. Alternatively, the Company may terminate the swap agreement but only if it has been directed to do
so by the relevant noteholders.




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Change in Law May Result in Withholding Taxes on Your Notes and this May Reduce the Amount You Are
Paid on Your Notes If any UK withholding taxes are imposed on any payments made or required to be made by the Company
or any paying agent on any class of notes, then payments to that class of noteholders will be
reduced pro rata by any amount withheld for any withholding taxes, and in addition, if the relevant
noteholders so elect to direct the Company, the Company will terminate the swap. Payment of an Early Termination Payment to the Swap Counterparty May Reduce Payments on Your Notes If a swap agreement is terminated before its scheduled termination date, the Company or the swap
counterparty may be liable to make an early termination payment to the other party. The amount of
any early termination payment will be based on the market value of the terminated swap agreement.
This market value will be computed on the basis of market quotations of the cost of entering into a
swap transaction with the same terms and conditions that would have the effect of preserving the
respective full payment obligations of the parties. Any early termination payment could, if the
sterling/dollar exchange rate has changed significantly, be substantial. Any early termination payment made by the Company to the swap counterparty under a swap agreement
will be made first from MTN Issuer additional interest payments and second from repayments of
principal on the medium term note certificates equal to the amount of principal repayments received
by the Company on medium term note certificates. That could cause the sterling amounts available
for conversion to dollars, and possibly your payments, to be reduced  perhaps substantially. If
the amount of available MTN Issuer additional interest payments and repayments of principal on the
medium term note certificates is insufficient to pay the early termination payment under the
relevant swap agreement, the balance of the early termination payment will be paid to the extent
that such amounts are available on the next interest payment date together with interest. You will not Receive Physical Notes, Which May Cause Delays in Distributions and Hamper Your
Ability to Pledge or Resell the Notes Unless the global note certificates are exchanged for individual note certificates, which will only
occur under a limited set of circumstances, your beneficial ownership of the notes will only be
registered in book-entry form with DTC, Euroclear or Clearstream, Luxembourg. The lack of physical
notes could, among other things:  

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 The Company was formed in England and Wales on January 21, 2003 under the name of Staffordwood
PLC with registered number 4642617 as a public company with limited liability under the Companies
Acts 1985 and 1989, which is also the primary legislation under which the Company operates. It
passed a special resolution to change its name to Gracechurch Card Funding (No. 3) PLC on March 13,
2003. Property, Plant and Equipment Aside from the Series 03-1 MTN Certificate, the Company does not own, lease, or otherwise
occupy any property. Legal Proceedings There are none, nor since the Companys incorporation have there been any, legal or
arbitration proceedings, including any proceedings that are pending or threatened of which any of
the Company is are aware, which may have, or have had in the recent past, a significant effect on
its financial position. The Medium Term Note Issuer General The MTN Issuer is Barclaycard Funding PLC. It was formed in England and Wales on August 13,
1990 as Barshelfco (No.28) Limited, with registered number 2530163, as a company with limited
liability under the Companies Acts 1985 and 1989, which is primary legislation under which the MTN
Issuer operates. Its reregistered as a public company and changed its name to Barclaycard Funding
PLC on October 19, 1999. The MTN Issuer was formed principally to issue medium term notes or certificates from time to
time in series; enter into financial




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arrangements to issue the medium term notes or certificates; purchase series of investor
certificates from time to time representing a beneficial interest in the receivables trust and
enter into documents and exercise its powers connected to the foregoing, The MTN Issuer has not
engaged in any activities since its incorporation other than the above. The MTN Issuer has a fiscal year end of December 31. Property, Plant and Equipment The property of the MTN Issuer consists of Investor Certificates representing beneficial
interests in Series 02-1, Series 03-1, Series 03-2, Series 03-3, Series 04-1, Series 04-2 and
Series 05-1 of the receivables trust. Aside from the Investor Certificate, we do not own, lease, or
otherwise occupy any property. Legal Proceedings There are none, nor since the MTN Issuers incorporation have there been any, legal or
arbitration proceedings, including any proceedings that are pending or threatened of which any of
the MTN Issuer is aware, which may have, or have had in the recent past, a significant effect on
the MTN Issuers financial position. The Receivables Trustee and the Receivables Trust General The Receivables Trustee is a private limited liability company incorporated under the laws of
Jersey, Channel Islands on September 29, 1999. The shares of the Receivables Trustee are held by
nominee companies on behalf of a professional trustee company  not affiliated with Barclays  as
trustee on trust for charitable purposes. This means that any profits received by the Receivables
Trustee, after all amounts have been paid on the investor certificates and in meeting the costs and
expenses of the receivables trustee, will be available to be dividended to the trustee for
distribution for charitable purposes or to charities exclusively for charitable purposes selected
at the discretion of the receivables trustee. The Receivables Trustee acts as trustee of the
receivables trust. The receivables trust is a trust formed under English law the terms and conditions of which
are contained in a deed of amendment and restatement relating to a declaration of trust and trust
cash management agreement dated November 23, 1999 as supplemented by the following:  

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. Property, Plant and Equipment The Receivables Trustee does not own, lease, or otherwise occupy any property aside from
receivables in designated revolving credit and charge card accounts of Barclaycard, a division of
Barclays Bank PLC, and related rights. Legal Proceedings There are no, nor since the Receivables Trustees incorporation on September 29, 1999 have
there been any, legal or arbitration proceedings, including any proceedings that are pending or
threatened of which the Receivables Trustee is aware, which may have, or have had in the recent
past, covering at least the previous 12 months, a significant effect on the Receivables Trustees
financial position. Officers Certificates of Compliance, executed by a director of each of the Company, the MTN
Issuer and the Receivables Trustee are filed herewith as Exhibits 99.1, 99.2 and 99.3. The
Officers Certificate of Compliance of the Company contains a statement that the Company has
complied with all conditions and covenants under the Relevant Documents for the issuance of the
Notes by the Company. The Officers Certificate of Compliance of the MTN Issuer and the Receivables
Trustee contains a statement that the MTN Issuer and the Receivables Trustee, respectively have
complied with all conditions and covenants under the Relevant Documents for the issuance of the MTN
Certificates and the investor certificates by the MTN Issuer the receivables trust respectively. Organisation Structure The following is a brief summary description of the Barclaycard securitisation program.




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Barclaycard, a division of Barclays Bank PLC, and called Barclays, has previously assigned
all of its present and future beneficial interest in receivables in designated revolving credit and
charge card accounts owned by Barclaycard and opened in the United Kingdom. Only the receivables
were assigned. The accounts were retained by Barclaycard. The receivables were assigned to a special purpose company, incorporated in Jersey, Channel
Islands, acting as receivables trustee. The receivables trustee holds the receivables on trust for
Barclaycard, as transferor beneficiary and excess interest beneficiary, and a special purpose
subsidiary of Barclays called the MTN Issuer, as investor beneficiary. Barclaycard separately
transferred its entitlement to receive excess interest attributable to the MTN Issuer. The receivables trustee may issue multiple series of investor certificates to the MTN Issuer.
Each series of investor certificates represents an undivided beneficial interest in the receivables
trust. They entitle the MTN Issuer to payments of interest and principal payable from collections
on the receivables. The MTN Issuer financed its acquisition of an undivided beneficial interest in the receivables
trust, evidenced by the issuance of each series of investor certificates, by issuing series of
limited recourse medium term notes or certificates to the Company and credit enhancement providers.
The limited recourse nature of the medium term notes or certificates ensure that the MTN Issuer is
only ever liable under a series of medium term notes or certificates for payments of principal and
interest equal to what is paid under the corresponding series of investor certificates. The Company and the MTN Issuer, in turn, financed their purchases of each series of medium
term notes or certificates by issuing the notes. 
 Item 5.  Operating and Financial Review and Prospects Operating Results Omitted pursuant to SEC no-action letter guidance. Recent Accounting Developments Omitted pursuant to SEC no-action letter guidance. Liquidity and Capital Resources Omitted pursuant to SEC no-action letter guidance. Research and Development, Patents and Licenses None. Trend Information Omitted pursuant to SEC no-action letter guidance. Off-Balance Sheet Arrangements Not Applicable. Tabular Disclosure of Contractual Obligations Not Applicable. Safe Harbor Not Applicable.




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Item 6.  Directors, Senior Management and Employees Directors and Senior Management The Company The following sets out the directors of the Company and their business address. Because the
Company are organized as special purpose companies and will be largely passive, it is expected that
the directors of the Company in that capacity will participate in their management to a limited
extent. Name
    
    Nationality
    
    Business AddressPaul Gerard Turner
    
    British
    
    1234 Pavilion Drive, Northampton NN4 7SGSFM Directors Limited
    
    British
    
    Blackwell House, Guildhall Yard, London EC2V 5AESFM Directors (No. 2) Limited
    
    British
    
    Blackwell House, Guildhall Yard, London EC2V 5AEJohn Llewellyn-Jones
    
    British
    
    1234 Pavilion Drive, Northampton NN4 7G6(alternate director)
 Mr. Paul Gerard Turner and Mr. John Llewellyn-Jones are employed by Barclaycard, the originator and
servicer of the credit card receivables, in the capacity of Financial
Director and Barclaycard Financial Controller, respectively. The directors of SFM Directors Limited and SFM Directors (No. 2) Limited are Jonathan
Keighley, James Macdonald and Robert Berry. Their principal activities include the provision of
directors and corporate management services to structured finance transactions as directors on the
boards of SFM Directors Limited and SFM Directors (No. 2) Limited. The business addresses of the
directors of SFM Directors Limited and SFM Directors (No. 2) Limited are Blackwell House, Guildhall
Yard, London EC2V 5AE. The MTN Issuer The following sets out the directors of the MTN Issuer and their business addresses. Because
the MTN Issuer is organized as a special purpose company and will be largely passive, it is
expected that the directors of the MTN Issuer in that capacity will participate in its management
to a limited extent. Name
    
    Nationality
    
    Business AddressPaul Gerard Turner
    
    British
    
    1234 Pavilion Drive, Northampton NN4 7SGBarcosec Limited
    
    British
    
    54 Lombard Street, London EC3P 3AHBarometers Limited
    
    British
    
    54 Lombard Street, London EC3P 3AHJohn Llewellyn-Jones
    
    British
    
    1234 Pavilion Drive, Northampton NN4 7SG(alternate director)SFM Directors Limited
    
    British
    
    Blackwell House, Guildhall Yard, London EC2V 5AE
 Mr. Paul Gerard Turner and Mr. John Llewellyn-Jones are employed by Barclaycard, the originator and
servicer of the credit card receivables, in the capacity of Financial
Director and Barclaycard Financial Controller, respectively. The directors of Barcosec Limited and Barometers Limited are Alison Bibby, Patrick Gonsalves,
Carolyn Ladd, Deirdre Parry, Geoffrey Smith, Simon Pordage, Mark Evans, Abbey Asubiaro and Sarah
Waine. Their principal activities include the provision of corporate secretarial services to the
Barclays group. The business address of the directors of Barcosec Limited and Barometer Limited are
54 Lombard Street, London EC3P 3AH. The Receivables Trustee The following sets out the directors of the Receivables Trustee and their business addresses.
Because the Receivables Trustee is organized as a special purpose company and will be largely
passive, it is expected that the directors of the Receivables Trustee in that capacity will
participate in its management to a limited extent. 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 For the year ended December 31, 2004, the directors of Gracechurch Card Funding (No.3) PLC
received no compensation. For the year ended December 31, 2004, the directors of the MTN Issuer received no
compensation. For the year ended December 31, 2004, the directors of the Receivables Trustee received no
compensation.




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Board Practices There is no current provision to provide compensation to the directors of the Company, the MTN
Issuer or the Receivables Trustee upon termination. Audit and Compliance Committee None of the Company, the MTN Issuer or the Receivables Trustee has an audit and compliance
committee. The respective Boards of Directors function as audit committees as defined in the
Sarbanes-Oxley Act 2002 and perform all acts necessary under that legislation. Employees None of the Company, the MTN Issuer or the Receivables Trustee has any employees. None of the
Directors own any shares in the Company, the MTN Issuer or the Receivables Trustee. 
 Item 7.  Major Shareholders and Related Party Transactions The Company One share of the Companys share capital is held by a share trustee under the terms of a share
declaration of trust. Gracechurch Card (Holdings) Limited holds the remaining 49,999 shares in the
company, which are in turn held by SFM Corporate Services Limited as trustee for a charitable
trust. The MTN Issuer Barclays Bank PLC holds 75 per cent. of the issued share capital of the MTN Issuer,
representing 51 per cent. of the issued voting share capital and a 49 per cent. entitlement to
distribute profits. The remaining share capital is held by Structured Finance Management Limited. The Receivables Trustee All of the issued share capital of the Receivables Trustee is held by a nominee for Bedell
Cristin Trustees Limited, a company incorporated in Jersey, on the terms of a general charitable
trust. 
 Item 8.  Financial Information The registrants incorporate by reference the following monthly Trust Cash Managers Reports,
filed on Form 6-K, which include all financial information relating to the registrants that is
relevant to noteholders: Monthly Trust Cash Managers Reports for the monthly periods ending: January 31, 2004, February 29, 2004, March 31, 2004, April 30, 2004, May 31, 2004, June 30,
2004, July 31, 2004, August 31, 2004, September 30, 2004, October 31, 2004, November 30, 2004 and
December 31, 2004. The registrants dividend policy is to pay dividends based on the level of distributable reserves. Legal or Arbitration Proceedings For information concerning legal or arbitration proceedings against the Company, see Item 4. 
 Item 9.  Offer and Listing Details None of the Notes, the MTN Certificates or the investor certificate, representing undivided
beneficial interests in the receivables trust, are traded on any nationally recognized exchange in
the United States. The Notes are listed on the London Stock Exchange. 
 Item 10.  Additional Information Material Contracts Neither the Company, the MTN Issuer nor the Receivables Trustee is party to any material
contracts. Exchange Controls Not applicable.




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Taxation United States Taxation Overview The following summary describes the material U.S. federal income tax considerations of
acquiring, holding and disposing of the Notes. This summary has been prepared and reviewed by
Clifford Chance US LLP, referred to herein as U.S. Tax Counsel. This summary does not discuss all aspects of U.S. federal tax law. In particular, except as
specifically indicated in this summary, it addresses only purchasers in the original offering that
purchase Notes at their original issue price and hold notes as capital assets within the meaning
of Section 1221 of the U.S. Internal Revenue Code of 1986, called the Code. It does not address
special U.S. federal income tax considerations that may be important to particular investors in
light of their individual investment circumstances or to certain types of investors subject to
special tax rules  e.g. financial institutions, insurance companies, regulated investment
companies, tax-exempt institutions, dealers in securities or currencies, securities traders that
elect mark-to-market tax accounting or investors holding the Notes as part of a conversion
transaction, hedge, integrated transaction, constructive sale transaction or as a position in a
straddle for tax purposes, or persons whose functional currency, as defined in Code Section 985, is
not the U.S. dollar. Further, this discussion does not address alternative minimum tax consequences or any tax
considerations to holders of interests in a noteholder. In addition, this summary does not discuss
any foreign, state, local or other tax considerations. This summary is based on the Code, and
administrative and judicial authorities, all as in effect on the date of this prospectus and all of
which are subject to change, possibly on a retroactive basis. U.S. Tax Counsel has prepared and reviewed this summary of material U.S. federal tax
considerations, and is of the opinion that it is correct in all material respects. U.S. Tax
Counsel also opines that, as described below, each of the receivables trust, the MTN Issuer and the
Company will not be treated as engaged in a trade or business within the United States for U.S.
federal income tax purposes and will not be subject to U.S. federal income tax on its net income.
U.S. Tax Counsel further opines that, as described below, although there is no directly governing
authority addressing the classification of securities similar to the notes, under current law, the
notes will be treated as debt for U.S. federal income tax purposes. Except as set forth in the
preceding sentences, U.S. Tax Counsel will render no other opinions about the acquisition, holding
and disposition of the Notes. Further, an opinion of U.S. Tax Counsel is not binding on the IRS or
the courts, and no ruling on any of the consequences or issues discussed below will be sought from
the IRS. Moreover, there are no authorities on similar transactions involving securities issued by
an entity with terms similar to those of the Notes. Accordingly, the Company suggests that persons
considering the purchase of Notes consult their own tax advisors about the U.S. federal income tax
consequences of an investment in the Notes and the application of United States federal tax laws,
as well as the laws of any state, local or foreign taxing jurisdictions, to their particular
situations. For the purposes of this summary, a United States holder means a beneficial owner of Notes
who is a United States person as described in Section 7701(a)(30) of the Code, generally
including:  (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. A non-United States holder means a beneficial owner of Notes that is not a United States holder. Tax Status of the Receivables Trust, the MTN Issuer and the Company It is presently contemplated that each of the Receivables Trust, the MTN Issuer and the
Company will conduct their respective activities, including activities undertaken on their behalf,
such as servicing activities entirely outside of the United States. In that regard, assuming that
the activities of each of the Receivables Trust, the MTN Issuer and the Company are, as
contemplated, conducted entirely outside of the United States, and assuming each of these entities
makes no investments that are subject to withholding of U.S. federal income tax, U.S. tax counsel
is of the opinion that, although no transaction closely comparable to that contemplated herein has
been the subject of a Treasury regulation, revenue ruling or judicial decision and hence the matter
cannot be free from doubt, each of the Receivables Trust, the MTN Issuer and the Company will not
be treated as engaged in a trade or business within the United States for U.S. federal income tax
purposes and that each of these entities will not be subject to U.S. federal income tax on its
income. Prospective investors should understand that such determination of whether a person is engaged
in a U.S. trade or business is based on a highly factual analysis, there is no direct guidance as
to which activities constitute being engaged in a trade or business within the United States, and
it is unclear how a court would construe the existing indirect authorities. A foreign corporation
deemed to be so engaged would be




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subject to U.S. federal income tax, as well as the branch profits tax, on its income which is
treated as effectively connected with the conduct of that trade or business. Such income tax, if
imposed, would be based on effectively connected income computed in a manner generally analogous to
that applied to the income of a domestic corporation, except that a foreign corporation would be
entitled to deductions and credits for a taxable year only if it files, on a timely basis, a U.S.
federal income tax return for that year which neither of the Receivables Trust, the MTN Issuer and
the Company intend to do, even as a protective measure. The maximum U.S. federal income tax rates
are currently 35 per cent. for a corporations effectively connected income and 30 per cent. for
the branch profits tax, resulting in an effective maximum U.S. federal income tax rate of 54.5 per
cent. The branch profits tax is imposed each year on a corporations effectively connected earnings
and profits, with certain adjustments, deemed repatriated out of the United States. United States Holders Tax Treatment of the Notes as Indebtedness The Company will treat the Notes as debt for U.S. federal income tax purposes. Each holder of
Notes, by acceptance of such Notes, will also agree to treat the Notes as indebtedness for U.S.
federal income tax purposes. U.S. tax counsel has advised that in its opinion, although there is no
directly governing authority addressing the classification of securities similar to the Notes,
under current law, the Notes will be treated as indebtedness for U.S. federal income tax purposes.
Such agreement and opinion are not binding on the IRS and, as stated above, no assurance can be
given that the IRS will not contend, and that a court will not ultimately hold, that the class C
notes, and to a lesser extent one or more classes of more senior notes because of their place in
the capital structure of the Company and other equity features, are equity. As discussed below,
treatment of the Notes as equity interests could have adverse tax consequences for United States
holders. Except as indicated, the discussion below assumes the Notes are treated as indebtedness for
U.S. federal income tax purposes. Interest Payments and Distributions The Notes may be treated as having been issued with original issue discount  OID  for U.S.
federal income tax purposes, in which case the OID will be taxed as described below. However, in
the absence of any OID on the Notes, interest on the Notes will be taxable to a United States
holder as ordinary income at the time it is received or accrued, in accordance with the holders
regular method of accounting for U.S. federal income tax purposes. The total amount of OID on a note is the excess of its stated redemption price at maturity
over its issue price. The issue price for the Notes is the price  including any accrued interest 
at which a substantial portion of the relevant Notes are first sold to the public. In general, the
stated redemption price at maturity of a note is the sum of all payments made on the note other
than payments of interest that (1) are payable at least annually over the entire life of the note
and (2) are based on a single fixed rate or variable rate  or certain combinations of fixed and
variable rates. If any of the Notes are issued at a discount of an amount equal to or greater than 0.25 per
cent. of that notes stated redemption price at maturity multiplied by the notes weighted average
maturity, called its WAM, then that note will be deemed to bear OID. The WAM of a note is
computed based on the number of full years each distribution of principal  or other amount
included in the stated redemption price at maturity  is scheduled to be outstanding. Further, the
IRS could take the position based on U.S. Treasury regulations that none of the interest payable on
a note is unconditionally payable and so that all of that interest should be included in the notes
stated redemption price at maturity. A United States holder  including a cash basis holder  of a note deemed to bear OID
generally would be required to accrue OID on the relevant note for U.S. federal income tax purposes
on a constant yield basis. This would require the inclusion of OID in income in advance of the
receipt of cash attributable to that income. Under Section 1272(a)(6) of the Code, special
provisions apply to debt instruments on which payments may be accelerated due to prepayments of
other obligations securing those debt instruments. However, no regulations have been issued
interpreting those provisions, and the manner in which those provisions would apply to the Notes is
unclear. Sourcing. Interest payments or distributions on a note generally will constitute foreign
source income for U.S. federal income tax purposes. Subject to certain limitations, UK withholding
tax, if any, imposed on these payments will generally be treated as foreign tax eligible for credit
against a United States holders U.S. federal income tax. For purposes of the foreign tax credit
limitation, foreign source income, until December 31, 2006, is classified in one of several
baskets, and the credit for foreign taxes on income in any basket is limited to U.S. federal
income tax allocable to that income. Interest and OID generally will constitute foreign source
income in the high withholding tax interest basket if the notes are subject to United Kingdom
withholding tax at a rate of 5 per cent. or higher. If the notes are not subject to such a
withholding tax, interest and OID generally will be in the passive income basket. Since a United
States holder may be required to include OID on the notes in its gross income in advance of any
withholding of United Kingdom income taxes from payments attributable to the OID (which would
generally occur when the note is repaid or redeemed), a United States holder may not be entitled to
a credit or deduction for these United Kingdom income taxes in the year the OID is included in the
United States holders gross income, and may be limited in its ability to credit or deduct in full
the United Kingdom taxes in the year those taxes are actually withheld by the issuer. Recently
enacted legislation effective after December 31, 2006, will limit the foreign tax credit limitation
categories to passive category income and general category income. Prospective purchasers
should consult their tax advisers concerning the foreign tax credit implications of the payment of
any United Kingdom taxes. Disposition or Retirement of Investment. Subject to the discussion of the PFIC rules below,
upon the sale, exchange or retirement of a note




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 including pursuant to a redemption by the Company prior to its maturity date  a United States
holder will recognize gain or loss equal to the difference between the amount realized and the
United States holders adjusted tax basis in the relevant note. In general, a United States
holders adjusted tax basis in an OID debt instrument is equal to the United States holders cost
for such debt instrument, plus any OID accrued and less the amount of any payments received by the
holder that are not qualified stated interest payments under applicable U.S. Treasury
regulations. A United States holders adjusted tax basis in a debt instrument with no OID is generally
equal to the holders cost less the amount of any principal payments made before the date of
disposition. A United States holders adjusted tax basis in stock is generally equal to the United
States holders cost for the stock. In general, any gain or loss realized by the holder will be
capital gain or loss. Under certain circumstances, capital gains derived by individuals are taxed
at preferential rates. The deductibility of capital losses is subject to limitations. If a United
States holders basis in a note includes accrued but unpaid OID, the holder may be required
specifically to disclose any loss above certain thresholds under regulations on corporate tax
shelter transactions. Sourcing.Gain realized by a United States holder on the sale, exchange or retirement of a
note generally will be treated as a United States source. Exceptions to the application of the
sourcing provisions include exceptions for certain losses attributable to foreign exchange
fluctuations, accrued but unpaid interest, and foreign offices of U.S. residents, among others.
Some other exceptions to the regulations general rule apply to Notes treated as equity in the
Company. The Company suggests that United States holders consult their own tax advisors about the
availability of and limitations of any foreign tax credit. Alternative Tax Treatment of Notes as Equity. U.S. tax counsel opines, and the Company
intends to take the position, that the Notes are debt for U.S. federal income tax purposes.
Consequently, the U.S. federal income tax consequences of purchasing, owning and disposing of the
Notes should be as set forth above. However, if the Notes were not treated as debt, they would
likely be treated as equity interests in the Company. Investment in a Passive Foreign Investment Company. Because of the nature of the income of
the Company, the Company would constitute a passive foreign investment companies  or PFIC.
Accordingly, United States holders of any class of Notes treated as equity would be shareholders in
a PFIC. In general, United States holders treated as shareholders of a PFIC would be subject to
special tax rules on excess distributions made to them by the Company, including a rateable
inclusion of excess distributions in the United States holders gross income as ordinary income
(and not as qualified dividend income taxable at the long-term capital gain rates in the hands of
non-corporate United States holders) and requirement for the payment of an interest charge on tax
that is deemed to have been deferred on these excess distributions. Excess distributions would
generally include (1) certain distributions on a United States shareholders equity interest in the
Company for a taxable year, if the total of those amounts exceeds 125 per cent. of the average
amount of distributions from the Company made during a specified base period, and (2) gain from the
disposition, or deemed disposition, of the equity interest in the Company. United States holders
generally might avoid these unfavorable consequences if they made either of two specific elections
available under the Code with respect to shares in a PFIC, but it is uncertain whether either
election would be available for the Notes. The first such mitigating election is a qualified electing fund, or QEF, election pursuant
to Code Section 1295. If a United States holder made a QEF election with respect to a note treated
as equity, that United States holder generally would be required to include its pro rata share of
the Companys ordinary income and net capital gains in income for each taxable year and pay tax on
it, even if such income and gain were not distributed to the United States holder. Further, any
losses of the Company would not be deductible by the United States holder. If the Company later
distributed the income or gain on which a United States holder had already paid tax, amounts so
distributed will not be further taxable to the United States holder. A United States holders tax
basis in such a note would be increased by the amount so included and decreased by the amount of
non-taxable distributions thereon. In general, a United States holder making a QEF election would
recognize, on a disposition of its Notes, capital gain or loss equal to the difference, if any,
between the amount realized upon such disposition and the tax basis in such Notes. In general, a
QEF election would be required to be made on or before the due date for filing a United States
holders federal income tax return for the first taxable year for which it holds a note. The QEF
election would be effective only if certain required information were made available by the Company
to an investor. The Company, however, does not intend to provide holders with this information and,
accordingly, no assurance can be given to investors that any QEF election made with respect to
Notes would be effective. A United States holder that held marketable stock in a PFIC might, in lieu of making a QEF
election, also avoid certain unfavorable consequences of the PFIC rules by electing to mark the
PFIC stock to market as of the close of each taxable year. A United States holder that made the
mark-to-market election would be required to include in income each year as ordinary income an
amount equal to the excess, if any, of the fair market value of the stock at the close of the year
over the United States holders adjusted tax basis in the stock. For this purpose, a United States
holders adjusted basis would generally be the holders cost for the stock, increased by the amount
previously included in the holders income pursuant to this mark-to market election and decreased
by any amount previously allowed to the United States holder as a deduction pursuant to this
election. If, at the close of the year, the United States holders adjusted tax basis exceeded the
fair market value of the stock, then the United States holder could deduct any of this excess
ordinary income, but only to the extent of net mark-to market gains previously included in income.
Any gain from the actual sale of the PFIC stock would be treated as ordinary income, and any loss
would be treated as ordinary loss to the extent of net mark-to market gains previously included in
income. Stock would be considered marketable if it were regularly traded on an exchange that the
IRS determined to be qualified for these purposes. Although the Company believes that each class of
Notes will be listed on a qualified exchange, pursuant to U.S. Treasury regulations, a class of
stock is regularly traded for any calendar year during which it is traded, other than in de minimis
quantities, on at least 15 days during each calendar quarter. Accordingly, because there




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is uncertainty as to whether any class of Notes will be regularly traded and hence, there can be no
assurance  and no representation is made  that the Notes would be eligible for mark-to-market
election. Because the Company does not expect the QEF election to be available to an investor to
mitigate the effect of the PFIC provisions, and it is unclear with whether mark-to-market would be
available either, United States holders should be aware of the potentially adverse tax consequences
arising under the PFIC provisions discussed above should any Notes be treated as equity. First, all
or a portion of both distributions and gains on Notes generally would be taxable to holders as
ordinary income, and would be taxable at the highest marginal rates applicable to current and prior
years during the holding period. Further, all or a portion of the distributions and gains could be
subject to the additional interest charge tax. Such interest charge tax  computed in the manner
described above on excess distributions and gains  generally is intended to eliminate the value
of any tax deferral arising from an investment in Notes. Although the Company does not expect there
would be any significant deferral of tax arising from an investment in Notes treated as equity and
consequently does not expect that the interest charge tax computation should produce a substantial
additional tax liability, in some circumstances, it could do so. For example, the interest charge
computation could produce an interest charge tax with respect to a floating rate note if the
floating rate on the note increased substantially over an investors holding period. No assurance
is possible that such circumstance, or others, will not occur. Certain additional adverse consequences could flow to indirect investors in a PFIC. More
specifically, the ownership of the Notes by a non-United States holder might be attributed to a
United States holder notwithstanding that such United States holder held no note and received no
cash in respect of a note. Code Section 1298(a) generally treats Notes held directly or indirectly
by a foreign partnership, corporation, trust or estate as owned by such entitys partners,
shareholders or beneficiaries, as applicable; it also may treat any of various option arrangements
as conferring ownership of Notes on United States holders. Hence, a United States holder treated as
owning Notes held by a non-United States holder generally would be subject to tax on indirect gains
and distributions attributable to the Notes in the manner described above. Finally, an investor who pledged shares in a PFIC as security for a loan should be aware that
such a pledge would be treated as a disposition of the related shares, and any gain would be
subject to the rules applicable to distributions and gains with respect to shares in a PFIC
described above. Sourcing.For sourcing of payments for a note treated as stock in the Company and gain or loss
on sale of an interest in this stock, see Interest Payments and Distributions  Sourcing and
Disposition or Retirement of Investment  Sourcing above. Controlled Foreign Corporation Status Should the Notes be treated as equity, it is possible that a Company might be treated as
controlled foreign corporations for U.S. federal income tax purposes. In this event, United States
holders of equity interests that were treated as owning 10 per cent. or more of the combined voting
power of the Company would be required to include in income their pro rata share of the earnings
and profits of the Company, and generally would not be subject to the rules described above about
PFICs. Additionally, an IRS Form 5471 may be required to be filed. Reporting Requirements If any United States holder were treated as owning an equity interest in a Company for U.S.
federal income tax purposes, it would be required file IRS Form 8621 for each tax year in which it
held such an interest. In addition, if a United States holder were treated as owning 5 per cent. or
more of an equity interest of the Company, certain additional reporting requirements would be
required to be satisfied. Under Section 6038B of the Code  relating to reporting requirements incident to the transfer
of property, including cash, to a foreign corporation by U.S. persons or entities  in general, a
United States holder, including a tax-exempt entity, that purchased any Notes treated as equity for
U.S. federal income tax purposes would be required to file an IRS Form 926 or similar form with the
IRS if such United States holder were treated as owning, directly or by attribution, immediately
after the transfer at least 10 per cent. by vote or value of the Company, or the purchase, when
aggregated with all purchases made by such United States holder  or any related person thereto 
within the preceding 12 month period, exceeded $100,000. If a United States holder fails to file
any such required form, the United States holder could be required to pay a penalty equal to 10 per
cent. of the gross amount paid for the Notes, subject to a maximum penalty of $100,000, except in
cases involving intentional disregard. Non-United States Holders Subject to the discussion of backup withholding below, an investment in the Notes by
non-United States holders generally will not give rise to any U.S. federal income tax to these
holders, unless the income received on, or any gain recognized on the sale or other disposition of
their Notes is:  (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.




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Backup Withholding and Information Reporting Payments of principal and interest, as well as payments of proceeds from the sale, retirement
or disposition of a note, may be subject to backup withholding tax under Section 3406 of the Code
if a recipient of such payments fails to furnish to the payor certain identifying information. Any
amounts deducted and withheld would be allowed as a credit against such recipients U.S. federal
income tax, provided appropriate proof is provided under rules established by the IRS. Furthermore,
certain penalties may be imposed by the IRS on a recipient of payments that is required to supply
information but that does not do so in the proper manner. Backup withholding will not apply with
respect to payments made to certain exempt recipients, such as corporations and financial
institutions. Information may also be required to be provided to the IRS concerning payments,
unless an exemption applies. Holders of the Notes should consult their tax advisors regarding their
qualification for exemption from backup withholding and information reporting and the procedure for
obtaining such an exemption. United Kingdom Taxation Overview The summary set out below describes the material United Kingdom withholding tax, income tax,
corporation tax, inheritance tax, capital gains tax, stamp duty and stamp duty reserve tax
consequences of acquiring, holding and disposing of the Notes. The comments below are based on United Kingdom law and practice at the date of this filing.
They relate only to the position of persons who are the absolute beneficial owners of their Notes
and may not apply to certain classes of persons, including dealers and persons who own the Notes as
trustee, nominee or otherwise on behalf of another person, but otherwise will, subject to the
following paragraph, apply to United States holders who beneficially own the Notes. The comments below do not necessarily apply where the interest or any other income on the
Notes is deemed for United Kingdom tax purposes to be the income of a person other than the
absolute beneficial owner of the Notes in question, for example where a person ordinarily resident
in the United Kingdom transfers assets to a non-resident company for the purpose of avoiding United
Kingdom tax. It is suggested that any noteholders who are in doubt as to their position consult their
professional advisers. In the following paragraphs, HMRC means HM Revenue and Customs, which is the central United
Kingdom taxing authority. Taxation of U.S. Residents Subject to the comments below, under the terms of the Convention of July 24, 2001 between the
United Kingdom and the United States of America, called the Convention, a person who is a U.S.
resident for the purposes of the Convention, called a U.S. noteholder, will not be subject to
United Kingdom tax on any coupon beneficially owned by him, unless he carries on business in the
United Kingdom through a permanent establishment situated in the United Kingdom, or performs in the
United Kingdom independent personal services from a fixed base situated therein, and the Notes are
effectively connected with such permanent establishment or fixed base, or in certain other
circumstances specified in the Convention where relief is not available. However, this general position is subject to the application of extensive anti-avoidance
provisions that may affect the ability of U.S. noteholders to claim relief under the Convention. Taxation of Interest Paid The Notes will constitute quoted Eurobonds provided that they are and continue to be listed
on a recognized stock exchange. On the basis of the United Kingdom HMRCs published interpretation
of the relevant legislation, securities which are to be listed on a stock exchange in a country
which is a member state of the European Union or which is part of the European Economic Area will
satisfy this requirement if they are listed by a competent authority in that country and are
admitted to trading on a recognized stock exchange in that country; securities which are to be
listed on a stock exchange in any other country will satisfy this requirement if they are admitted
to trading on a recognized stock exchange in that country. The London Stock Exchange is a
recognized stock exchange for these purposes. Whilst the Notes are and continue to be quoted
Eurobonds, payments of interest on the Notes may be made without deduction or withholding for or on
account of United Kingdom income tax irrespective of whether the Notes are in global or definitive
form. In all cases falling outside the exemption described above, interest on the Notes may fall to
be paid under deduction of United Kingdom income tax at the lower rate, currently 20 per cent.,
subject to such relief as may be available for example, under the provisions of any applicable
double taxation treaty. Alternatively, there is in certain circumstances an exemption for certain
payments between certain companies and partnerships. The latter exemption can apply where ( inter
alia) the person beneficially entitled to the interest is (i) a company resident in the United
Kingdom, (ii) a company not resident in the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which is required to bring the interest into account
in computing its profits chargeable to United Kingdom corporation tax or (iii) a partnership each
member of which is a company falling within (i) or (ii) above.




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Provision of Information Holders should note that where any interest on Notes is paid to them, or to any person acting
on their behalf, by the Company or any person in the United Kingdom acting on behalf of the
Company, called a paying agent, or is received by any person in the United Kingdom acting on
behalf of the relevant holder, other than solely by clearing or arranging the clearing of a check,
called a collecting agent, then the Company, the paying agent or the collecting agent as the case
may be, may in certain circumstances be required to supply to the United Kingdom HMRC details of
the payment and certain details relating to the holder, including the holders name and address.
These provisions will apply whether or not the interest has been paid subject to withholding or
deduction for or on account of United Kingdom income tax and whether or not the holder is resident
in the United Kingdom for United Kingdom taxation purposes. Where the holder is not so resident,
the details provided to the United Kingdom HMRC, in certain cases, may be passed by United Kingdom
HMRC to the tax authorities of the jurisdiction in which the holder is resident for taxation
purposes. Proposed European Union Savings Directive On June 3, 2003 the EU Council of Economic and Finance Ministers adopted a new directive
regarding the taxation of savings income. The directive is scheduled to be applied by Member States
from July 1, 2005, provided that certain non-EU countries adopt similar measures from the same
date. Under the directive each Member State will be required to provide to the tax authorities of
another Member State details of payments of interest or other similar income aid by a person within
its jurisdiction to or collected by such person for, an individual resident in that other Member
State; however, Austria, Belgium and Luxembourg may instead apply a withholding system for a
transitional period in relation to such payments, deducting tax at rates rising over time to 35%.
The transitional period is to commence on the date from which the directive is to be applied by
Member States and to terminate at the end of the first full fiscal year following agreement by
certain non-EU countries to the exchange of information relating to such payments. 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 outlined above. Ownership and Disposal, including Redemption, of the Notes by United Kingdom Tax Payers Corporate Noteholders Noteholders that are entities within the charge to United Kingdom corporation tax  other than
investment trusts, venture capital trusts, authorized unit trusts and open ended investment
companies, as to which see below  will normally be taxed on their returns from the Notes,
including interest and returns attributable to movements in value, and foreign exchange gains and
losses, whether income or capital in nature, as income, which is calculated on the basis of the
statutory accounts except when otherwise required by tax legislation. Relief may be available for
related expenses on a similar basis. Noteholders that are authorized unit trusts or open ended investment companies will be subject
to the same taxation treatment in respect of the Notes as other noteholders that are within the
charge to United Kingdom corporation tax, other than, in each case, with respect to gains or
losses that are treated for tax purposes as being of a capital nature in respect of these Notes. Other Noteholders A noteholder who is not within the charge to United Kingdom corporation tax but who is
resident or ordinarily resident in the United Kingdom or who carries on a trade in the United
Kingdom through a branch or agency to which the Notes are attributable may be treated as realizing
a chargeable gain or an allowable loss for capital gains tax purposes on a disposal  including
redemption  of the Notes. In calculating any gain or loss on disposal of a Note, sterling values
are compared at acquisition and disposal. Accordingly, a taxable profit can arise even where a
non-sterling amount received on a disposal is less than or the same as an amount in the same
currency which is paid from or in respect of the Note. In addition, on disposal of the Notes by a
noteholder, an amount which is treated as reflecting interest to which the noteholder is treated as
having become entitled since the last interest payment date may be chargeable to tax as income
under the rules known as the Accrued Income Scheme contained in Chapter II of Part XVII of the
Income and Corporation Taxes Act 1988, if that noteholder is not a




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dealer in securities and is not within the charge to United Kingdom corporation tax but is resident
or ordinarily resident in the United Kingdom or carries on a trade in the United Kingdom through a
branch or agency to which the Notes are attributable. There are provisions to prevent any
particular gain or loss from being charged or relieved at the same time under the provisions of the
Taxation of Chargeable Gains Act 1992 and also under the provisions of the accrued income scheme
described in this paragraph. For further information in this regard, noteholders should seek their
own professional advice. The United Kingdom HMRC have issued a consultation paper inviting views
on various options for change to the Accrued Income Scheme. However, this paper does not alter the
rules described above. United Kingdom Inheritance Tax Where a Note is held by an individual there may be a charge to United Kingdom inheritance tax
on the individuals death or on certain transfers of the Note, including gifts to some settlements
and gifts made within seven years of the death of the individual. These provisions are subject to any relief provided by any applicable double tax convention
relating to estate and gift taxes. Stamp Duty and Stamp Duty Reserve Tax No United Kingdom stamp duty or stamp duty reserve tax is payable on the issue or transfer of
a Note provided that the Note does not at any time carry (1) a right to interest, the amount of
which exceeds a reasonable commercial return on the nominal amount of the capital of the Note or
(2) a right on repayment to an amount which exceeds the nominal amount of the capital of the Note
and is not reasonably comparable with what is generally repayable, in respect of a similar nominal
amount of capital, under the terms of issue of loan capital listed on the Official List of the UK
Listing Authority and admitted to trading on the London Stock Exchange. 
 Item 11.  Quantitative and Qualitative Disclosures About Market Risk Not applicable. 
 Item 12.  Description of Securities Other than Equity Securities Not applicable. PART II 
 Item 13.  Defaults, Dividend Arrearages and Delinquencies None. 
 Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds None. 
 Item 15.  Controls and Procedures Not applicable. 
 Item 16A.  Audit Committee Financial Expert Not applicable. 
 Item 16B.  Code of Ethics Not applicable.




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Item 16C.  Principal Accountant Fees and Services Not applicable. 
 Item 17.  Financial Statements Not applicable. 
 Item 18.  Financial Statements Not applicable. PART III 
 Item 19.  Exhibits The following documents are filed as part of this Annual Report:  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 99.1

Gracechurch Card Funding (No.3) PLCs Officers Certificate of ComplianceExhibit 99.2

Barclaycard Funding PLCs Officers Certificate of ComplianceExhibit 99.3

The Receivables Trustees Officers Certificate of ComplianceExhibit 99.4

Annual Servicers CertificateExhibit 99.5

Report of Independent Accountants 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 and has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 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 Date: June 30, 2005




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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 302of the
Sarbanes-Oxley Act of 200213.1
    
    Gracechurch Card Funding (No.3) PLCs Officers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