BARCLAYS BANK PLC — Capital/Financing Update 2012

May 30, 2012

CALCULATION OF REGISTRATION FEE

| Title of Each Class of Securities Offered | Maximum Aggregate Offering Price | Amount of Registration
Fee(1) |
| --- | --- | --- |
| Global Medium-Term Notes, Series A | $310,000 | $35.53 |

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

Pricing Supplement dated May 25, 2012 (To the Prospectus dated August 31, 2010 and the Prospectus Supplement dated May 27, 2011) Filed Pursuant to Rule 424(b)(2) Registration No. 333-169119

$310,000 Buffered SuperTrack SM Notes due May 29, 2015 Linked to the Performance of the iShares ® Dow Jones U.S. Real Estate Index Fund Global Medium-Term Notes, Series A, No. E-7294

Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.

Issuer:	Barclays Bank PLC
Initial Valuation Date:	May 25, 2012
Issue Date:	May 31, 2012
Final Valuation Date:	May 26, 2015 *
Maturity Date:	May 29, 2015**
Denominations:	Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
Reference Asset:	The iShares ® Dow Jones U.S. Real Estate
Index Fund (the “ETF”) (Bloomberg ticker symbol “IYR UP ”)
Upside Leverage Factor:	1.10
Maximum Return:	50.00%
Buffer Percentage:	20.00%
Payment at Maturity:	If the Final Price is greater than the Initial Price, you will receive (subject to our credit risk) a cash payment per $1,000
principal amount Note equal to (a) $1,000 plus (b) 1,000 times the Reference Asset Return times the Upside Leverage Factor, subject to the Maximum Return on the Notes. For example, if the Reference Asset Return is 45.45% or
more, you will receive (subject to our credit risk) the Maximum Return on the Notes of 50.00%, which on the Maturity Date entitles you to the maximum total payment of $1,500.00 for every $1,000 principal amount Note that you hold. Accordingly, if
the Reference Asset Return is positive, your payment per $1,000 principal amount Note will be calculated as follows, subject to the Maximum Return: $1,000 + [$1,000 × Reference Asset Return × Upside Leverage Factor] If the Reference Asset Return is less than or equal to 0% and equal to
or greater than -20.00%, you will receive (subject to our credit risk) a cash payment of $1,000 per $1,000 principal amount Note; and If the Reference Asset Return is less than -20.00%, you will receive (subject to our credit risk) a cash payment per $1,000 principal amount Note equal to
(a) $1,000 plus (b) $1,000 times (i) the Reference Asset Return plus (ii) the Buffer Percentage, calculated as follows: $1,000 + [$1,000 × (Reference Asset Return + 20.00%)] If the Reference Asset declines by more than 20%
from the Initial Price to the Final Price, you will lose 1% of the principal amount of your Notes for every 1% that the Reference Asset Return falls below -20%. You may lose up to 80% of your principal. Any payment on the Notes, including any
principal protection feature, is subject to the creditworthiness of the Issuer and is not guaranteed by any third party. For a description of risks with respect to the ability of Barclays Bank PLC to satisfy its obligations as they come due, see
“Credit of Issuer” in this pricing supplement.
Reference Asset Return:	The performance of the Reference Asset from the Initial Price to the Final Price, calculated as follows: Final Price – Initial Price Initial Price
Initial Price:	$61.45, the Closing Price of the ETF on the Initial Valuation Date.
Final Price:	The Closing Price of the ETF on the Final Valuation Date.
Closing Price:	With respect to a valuation date, the official closing price per share of the ETF on that valuation date as displayed on Bloomberg
Professional ® service page “IYR UP” or any successor page on Bloomberg Professional ® service or any successor service, as applicable. In certain circumstances, the Closing Price of the ETF will be based on the alternate
calculation of the Reference Asset as described in “Reference Asset—Adjustments Relating to Securities with the Reference Asset Comprised of an Exchange-Traded Fund or Exchange-Traded Funds” in the accompanying prospectus
supplement.
Calculation Agent:	Barclays Bank PLC
CUSIP/ISIN:	06738K5F4 and US06738K5F49

• Subject to postponement in the event of a market disruption event and as described under “Reference Assets—Exchange-Traded Funds—Market Disruption Events for Securities with the Reference Asset Comprised of Shares or Other Interests in an Exchange-Traded Fund or Exchange-Traded Funds Comprised of Equity Securities” in the prospectus supplement.

** Subject to postponement in the event of a market disruption event and as described under “Terms of the Notes—Maturity Date” and “Reference Assets—Exchange-Traded Funds—Market Disruption Events for Securities with the Reference Asset Comprised of Shares or Other Interests in an Exchange-Traded Fund or Exchange-Traded Funds Comprised of Equity Securities” in the prospectus supplement.

Investing in the Notes involves a number of risks. See “Risk Factors” beginning on page S-6 of the prospectus supplement and “ Selected Risk Considerations ” beginning on page PS-5 of this pricing supplement.

The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.

We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement in market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market resale transaction.

The Notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities of Barclays Bank PLC and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.

	Price to Public	Agent’s Commission‡	Proceeds to Barclays Bank PLC
Per Note	100%	1.20%	98.80%
Total	$310,000	$3,720	$306,280

‡ Barclays Capital Inc. will receive commissions from the Issuer equal to 1.20% of the principal amount of the notes, or $12.00 per $1,000 principal amount, and may retain all or a portion of these commissions or use all or a portion of these commissions to pay selling concessions or fees to other dealers. Accordingly, the percentage and total proceeds to Issuer listed herein is the minimum amount of proceeds that Issuer receives.

ADDITIONAL TERMS SPECIFIC TO THE NOTES

You should read this pricing supplement together with the prospectus dated August 31, 2010, as supplemented by the prospectus supplement dated May 27, 2011 relating to our Global Medium-Term Notes, Series A, of which these Notes are a part. This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth under “Risk Factors” in the prospectus supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

• Prospectus dated August 31, 2010:

http://www.sec.gov/Archives/edgar/data/312070/000119312510201448/df3asr.htm

• Prospectus Supplement dated May 27, 2011:

http://www.sec.gov/Archives/edgar/data/312070/000119312511152766/d424b3.htm

Our SEC file number is 1-10257. As used in this pricing supplement, the “Company,” “we,” “us,” or “our” refers to Barclays Bank PLC.

What is the Total Return on the Notes at Maturity Assuming a Range of Performance for the ETF?

The following table illustrates the hypothetical total return at maturity on the Notes. The “total return” as used in this pricing supplement is the number, expressed as a percentage, which results from comparing the payment at maturity per $1,000 principal amount Note to $1,000. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. Note that, for purposes of the hypothetical total returns set forth below, we are assuming a hypothetical Initial Price of $61.45 and a Maximum Return of 50.00%. The examples below do not take into account any tax consequences from investing in the Notes.

Final Price ($)	Reference Asset Return	Payment at Maturity*	Total Return on Notes
122.90	100.00%	$1,500.00	50.00%
119.83	95.00%	$1,500.00	50.00%
113.68	85.00%	$1,500.00	50.00%
107.54	75.00%	$1,500.00	50.00%
101.39	65.00%	$1,500.00	50.00%
95.25	55.00%	$1,500.00	50.00%
89.38	45.45%	$1,499.95	50.00%
82.96	35.00%	$1,385.00	38.50%
76.81	25.00%	$1,275.00	27.50%
75.28	22.50%	$1,247.50	24.75%
67.60	10.00%	$1,110.00	11.00%
64.52	5.00%	$1,055.00	5.50%
62.68	2.00%	$1,022.00	2.20%
61.45	0.00%	$1,000.00	0.00%
58.38	-5.00%	$1,000.00	0.00%
55.31	-10.00%	$1,000.00	0.00%
52.23	-15.00%	$1,000.00	0.00%
49.16	-20.00%	$1,000.00	0.00%
43.02	-30.00%	$900.00	-10.00%
36.87	-40.00%	$800.00	-20.00%
30.73	-50.00%	$700.00	-30.00%
24.58	-60.00%	$600.00	-40.00%
18.44	-70.00%	$500.00	-50.00%
12.29	-80.00%	$400.00	-60.00%
6.15	-90.00%	$300.00	-70.00%
0.00	-100.00%	$200.00	-80.00%

• per $1,000 principal amount Note

PS-2

Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how certain total returns set forth in the table above are calculated.

Example 1: The price of the ETF increases from an Initial Price of $61.45 to a Final Price of $64.52.

Because the Final Price of $64.52 is greater than the Initial Price of $61.45 and the Reference Asset Return of 5.00% multiplied by the Upside Leverage Factor of 1.10 does not exceed the Maximum Return of 50.00%, the investor will receive (subject to our credit risk) a payment at maturity of $1,055 per $1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 × Reference Asset Return × Upside Leverage Factor]

$1,000 + [$1,000 × 5.00% × 1.10] = $1,055

The total return on the investment of the Notes is 5.50%.

Example 2: The price of the ETF decreases from an Initial Price of $61.45 to a Final Price of $52.23.

Because the Final Price of $52.23 is less than the Initial Price of $61.45 by a percentage less than the Buffer Percentage of 20.00%, the investor will receive (subject to our credit risk) a payment at maturity of $1,000 per $1,000 principal amount Note.

The total return on the investment of the Notes is 0.00%.

Example 3: The price of the ETF increases from an Initial Price of $61.45 to a Final Price of $95.25.

Because the Final Price of $95.25 is greater than the Initial Price of $61.45 and the Reference Asset Return of 55.00% multiplied by the Upside Leverage Factor of 1.10 is greater than the Maximum Return of 50.00%, the investor will receive (subject to our credit risk) a payment at maturity of $1,500.00 per $1,000 principal amount Note, the maximum total payment on the Notes.

The total return on the investment of the Notes is 50.00%.

Example 4: The price of the ETF decreases from an Initial Price of $61.45 to a Final Price of $43.02.

Because the Final Price of $43.02 is less than the Initial Price of $61.45 by more than the Buffer Percentage of 20.00%, the investor will receive (subject to our credit risk) a payment at maturity of $900.00 per $1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 × (-30.00% + 20.00%)] = $900.00

The total return on the investment of the Notes is -10.00%.

Selected Purchase Considerations

• Market Disruption Events and Adjustments —The Final Valuation Date, the Maturity Date and the payment at maturity are subject to adjustment as described in the following sections of the prospectus supplement:

• For a description of what constitutes a market disruption event with respect to the ETF as well as the consequences of that market disruption event, see “Reference Assets—Exchange-Traded Funds—Market Disruption Events for Securities with the Reference Asset Comprised of Shares or Other Interests in an Exchange-Traded Fund or Exchange-Traded Funds Comprised of Equity Securities”; and

• For a description of further adjustments that may affect the ETF, see “Reference Assets—Equity Exchange-Traded Fund—Share Adjustments Relating to Securities with the Reference Asset Comprised of an Exchange-Traded Fund or Exchange-Traded Funds Comprised of Equity Securities”.

• Appreciation Potential —If the Reference Asset Return is positive, the payment at maturity of the Notes (subject to our credit risk) will provide you with a return on the Notes equal to the Reference Asset Return multiplied by the Upside

PS-3

Leverage Factor, up to the Maximum Return on the Notes. Because the Notes are our senior unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due and is not guaranteed by any third party.

• Exposure to the iShares ® Dow Jones U.S. Real Estate Index Fund — The ETF seeks investment results that correspond generally to the price and yield performance, before fees and expenses, to the performance of the real estate sector of the U.S. equity market, as represented by the Dow Jones U.S. Real Estate Index (the “Underlying Index”). For more information regarding the ETF, see “Description of the ETF” in this pricing supplement.

• Material U.S. Federal Income Tax Considerations —The material tax consequences of your investment in the Notes are summarized below. The discussion below supplements the discussion under “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement. Except as noted under “Non-U.S. Holders” below, this section applies to you only if you are a U.S. holder (as defined in the accompanying prospectus supplement) and you hold your Notes as capital assets for tax purposes and does not apply to you if you are a member of a class of holders subject to special rules or are otherwise excluded from the discussion in the prospectus supplement (for example, if you did not purchase your Notes in the initial issuance of the Notes).

In the opinion of our special tax counsel, Sullivan & Cromwell LLP, it would be reasonable to treat your Notes in the manner described below. This opinion assumes that the description of the terms of the Notes in this pricing supplement is materially correct.

The United States federal income tax consequences of your investment in the Notes are uncertain and the Internal Revenue Service could assert that the Notes should be taxed in a manner that is different than described below. Pursuant to the terms of the Notes, Barclays Bank PLC and you agree, in the absence of a change in law or an administrative or judicial ruling to the contrary, to characterize your Notes as a pre-paid cash-settled executory contract with respect to the ETF. Subject to the discussion of Section 1260 below, if your Notes are so treated, you should generally recognize capital gain or loss upon the sale or maturity of your Notes in an amount equal to the difference between the amount you receive at such time and the amount you paid for your Notes. Such gain or loss should generally be long-term capital gain or loss if you have held your Notes for more than one year.

Although not entirely clear, it is possible that the purchase and ownership of the Notes could be treated as a “constructive ownership transaction” with respect to the ETF that is subject to the rules of Section 1260 of the Internal Revenue Code. If your Notes were subject to the constructive ownership rules, then any long-term capital gain that you realize upon the sale or maturity of your Notes that is attributable to the appreciation of the ETF over the term of the Notes would be recharacterized as ordinary income to the extent that such long-term capital gain exceeds the amount of long-term capital gain that you would have realized had you purchased the actual number of shares of the ETF referenced by your Notes on the date that you purchased the Notes and sold those shares on the date of the sale or maturity of the Notes (the “Excess Gain Amount”), and you would be subject to an interest charge on the deferred tax liability with respect to such Excess Gain Amount). Because, in general, the maturity payment under the Notes will only reflect the appreciation or depreciation in the value of the shares of the ETF and will not be determined by reference to any short-term capital gains or ordinary income, if any, that is recognized by holders of shares of the ETF, we believe that it is more likely than not that the Excess Gain Amount will be equal to zero, and that the application of the constructive ownership rules will accordingly not have any adverse effects to you. However, it is possible that the Excess Gain Amount could be greater than zero if you purchase your Notes for an amount that is less than the principal amount of the Notes or if the Internal Revenue Service successfully asserts that, the number of ETF shares used to determine the Excess Gain Amount should be calculated by dividing the amount you paid for your Notes by the ETF share price on the date you acquired your Notes, as opposed to making such determination based on the actual number of ETF shares that, after taking into account the Upside Leverage Factor, are effectively referenced in determining the actual return on your Notes. Furthermore, the Excess Gain Amount could be greater than zero if the return on the Notes is adjusted to take into account any extraordinary dividends that are paid on the ETF. Similarly, if the ETF is substituted for another exchange traded fund, the Excess Gain Amount could be greater than zero if you would have recognized short-term capital gain had directly owned the ETF and sold the ETF to purchase its substitute. You should be aware that, if the Notes are subject to the constructive ownership rules, the Excess Gain Amount will be presumed to be equal to all of the gain that you recognize in respect of the Notes (in which case all of such gain would be recharacterized as ordinary income that is subject to an interest charge) unless you provide clear and convincing evidence to the contrary. Because the application of the constructive ownership rules is unclear, however, you are strongly urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the Notes.

As discussed further in the accompanying prospectus supplement, the Treasury Department and the Internal Revenue Service are actively considering various alternative treatments that may apply to instruments such as the Notes, possibly with retroactive effect.

PS-4

For a further discussion of the tax treatment of your Notes as well as possible alternative characterizations, please see the discussion under the heading “Certain U.S. Federal Income Tax Considerations—Certain Notes Treated as Forward Contracts or Executory Contracts” in the accompanying prospectus supplement. You should consult your tax advisor as to the possible alternative treatments in respect of the Notes. For additional, important considerations related to tax risks associated with investing in the Notes, you should also examine the discussion in “Selected Risk Considerations—Taxes”, in this pricing supplement.

“Specified Foreign Financial Asset” Reporting. Under legislation enacted in 2010, owners of “specified foreign financial assets” with an aggregate value in excess of $50,000 (and in some circumstances, a higher threshold) may be required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” generally include any financial accounts maintained by foreign financial institutions as well as any of the following (which may include your Notes), but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. Holders are urged to consult their tax advisors regarding the application of this legislation to their ownership of the Notes.

Non-U.S. Holders . The Treasury Department has issued proposed regulations under Section 871 of the Internal Revenue Code which could ultimately require us to treat all or a portion of any payment in respect of your Notes as a “dividend equivalent” payment that is subject to withholding tax at a rate of 30% (or a lower rate under an applicable treaty). You could also be required to make certain certifications in order to avoid or minimize such withholding obligations, and you could be subject to withholding (subject to your potential right to claim a refund from the IRS) if such certifications were not received or were not satisfactory. You should consult your tax advisor concerning the potential application of these regulations to payments you receive with respect to the Notes when these regulations are finalized.

Selected Risk Considerations

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the ETF. These risks are explained in more detail in the “Risk Factors” section of the prospectus supplement, including the risk factors discussed under the following headings:

• “Risk Factors—Risks Relating to All Securities”;

• “Risk Factors—Additional Risks Relating to Notes Which Are Not Characterized as Being Fully Principal Protected or Are Characterized as Being Partially Protected or Contingently Protected”;

• “Risk Factors—Additional Risks Relating to Notes Which Pay No Interest”;

• “Risk Factors—Additional Risks Relating to Securities with a Maximum Return, Maximum Rate, Ceiling or Cap”;

• “Risk Factors—Additional Risks Relating to Securities with a Barrier Percentage or a Barrier Level”; and

• “Risk Factors—Additional Risks Relating to Securities with Reference Assets That Are Equity Securities or Shares or Other Interests in Exchange-Traded Funds, That Contain Equity Securities or Shares or Other Interests in Exchange-Traded Funds or That Are Based in Part on Equity Securities or Shares or Other Interests in Exchange-Traded Funds.”

In addition to the risks described above, you should consider the following:

• Your Investment in the Notes May Result in a Loss —The Notes do not guarantee any return of principal. The return on the Notes at maturity is linked to the performance of the ETF and will depend on whether, and the extent to which, the Reference Asset Return is positive or negative. If the Final Price of the ETF declines from the Initial Price by more than 20%, you will lose 1% of the principal amount of your Notes for every 1% that the Reference Asset Return falls below -20%. You may lose up to 80% of the principal amount of your Notes.

• Any Positive Return on the Notes Will Not Exceed the Maximum Return —If the Final Price is greater than the Initial Price, for each $1,000 principal amount Note, you will receive at maturity, subject to our credit risk, $1,000 plus an additional amount that will not exceed $1,000 multiplied by the Maximum Return.

• Credit of Issuer —The Notes are senior unsecured debt obligations of the issuer, Barclays Bank PLC and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Notes, including any principal protection provided at maturity, depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due and is not guaranteed by any third party. In the event Barclays Bank PLC were to default on its obligations, you may not receive any amounts owed to you under the terms of the Notes.

PS-5

• Limited Protection (Subject to Our Credit Risk) Only at Maturity and Only to the Extent Afforded by the Buffer Percentage —If the Reference Asset Return is negative, the payment at maturity of the Notes will depend on the extent to which the Final Price of the ETF on the Final Valuation Date declines from its Initial Price on the Initial Valuation Date. If the Final Price declines by more than 20% from the Initial Price, you will lose an amount equal to 1% of the principal amount of your Notes for every 1% that the Reference Asset Return falls below -20%. You may lose up to 80% of your principal. Any payment on the Notes, including any principal protection feature, is subject to the creditworthiness of the Issuer and is not guaranteed by any third party. For a description of risks with respect to the ability of Barclays Bank PLC to satisfy its obligations as they come due, see “Credit of Issuer” in this pricing supplement.

• No Interest or Dividend Payments or Voting Rights —As a holder of the Notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of the ETF would have.

• The Payment at Maturity of Your Notes is Not Based on the Price of the ETF at Any Time Other than the Final Price on the Final Valuation Date as Compared to the Initial Price on the Initial Valuation Date —The Final Price of the ETF is the Closing Price of the ETF on the Final Valuation Date and the Reference Asset Return will be based solely on the Final Price of the ETF on the as compared with the Initial Price of the ETF (subject to adjustments as described in the prospectus supplement). Therefore, if the Closing Price of the ETF drops precipitously on the Final Valuation Date, the payment at maturity, if any, that you will receive for your Notes may be significantly less than it would otherwise have been had the payment at maturity been linked to the price of the ETF prior to such drop.

• Lack of Liquidity —The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the development of a secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.

• Certain Built-In Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity —While the payment at maturity described in this pricing supplement is based on the full principal amount of your Notes, the original issue price of the Notes includes the agent’s commission and the cost of hedging our obligations under the Notes through one or more of our affiliates. As a result, the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC will be willing to purchase Notes from you in secondary market transactions will likely be lower than the price you paid for your Notes, and any sale prior to the Maturity Date could result in a substantial loss to you.

• Certain Features of Exchange-Traded Funds Will Impact the Value of the Notes — The performance of the ETF does not fully replicate the performance of the Underlying Index, and the ETF may hold securities not included in the Underlying Index. The value of the ETF to which your Notes is linked is subject to:

• Management risk . This is the risk that the investment strategy for the ETF, the implementation of which is subject to a number of constraints, may not produce the intended results.

• Derivatives risk . The ETF may invest in futures contracts, options on futures contracts, options, swaps and other derivatives. A derivative is a financial contract, the value of which depends on, or is derived from, the value of an underlying asset such as a security or an index. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices, and thus the ETF’s losses, and, as a consequence, the losses of your Notes, may be greater than if the ETF invested only in conventional securities.

• The ETF May Underperform the Underlying Index — The performance of the ETF may not replicate the performance of, and may underperform, the Underlying Index. Unlike the Underlying Index, the ETF will reflect transaction costs and fees that will reduce its relative performance. Moreover, it is also possible that the ETF may not fully replicate or may, in certain circumstances, diverge significantly from the performance of the Underlying Index; for example, due to the temporary unavailability of certain securities in the secondary market, the performance of any derivative instruments contained in ETF, differences in trading hours between the ETF and securities comprising the Underlying Index or due to other circumstances. Because the return on your Notes is linked to the performance of the ETF and not the Underlying Index, the return on your securities may be less than that of an alternative investment linked directly to the Underlying Index.

• Risks Associated with the Real Estate Industry —The ETF invests in companies that invest in real estate, such as REITs or real estate holding companies. The value of real estate and, consequently, companies that invest in real estate may be affected by many complex factors that interrelate with each other in complex and unpredictable ways. Such factors may include, but are not limited to, general economic and political conditions, liquidity in the real estate market, rising or falling interest rates, governmental actions and the ability of borrowers to obtain financing for real estate development or to repay their loans. ..Any negative developments in any such factor may negatively affect the value of companies that invest in real estate and, consequently, may adversely affect the ETF and the value of your Notes.

PS-6

• Potential Conflicts —We and our affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes.

• Taxes —The U.S. federal income tax treatment of the Notes is uncertain and the Internal Revenue Service could assert that the Notes should be taxed in a manner that is different than described above. As discussed further in the accompanying prospectus supplement, the Internal Revenue Service issued a notice in 2007 indicating that it and the Treasury Department are actively considering whether, among other issues, you should be required to accrue interest over the term of an instrument such as the Notes and whether all or part of the gain you may recognize upon the sale or maturity of an instrument such as the Notes could be treated as ordinary income. Similarly, the Internal Revenue Service and the Treasury Department have current projects open with regard to the tax treatment of pre-paid forward contracts, contingent notional principal contracts and other derivative contracts. While it is impossible to anticipate how any ultimate guidance would affect the tax treatment of instruments such as the Notes (and while any such guidance may be issued on a prospective basis only), such guidance could be applied retroactively and could in any case increase the likelihood that you will be required to accrue income over the term of an instrument such as the Notes even though you will not receive any payments with respect to the Notes until maturity. The outcome of this process is uncertain. You should consult your tax advisor as to the possible alternative treatments in respect of the Notes.

• Many Economic and Market Factors Will Impact the Value of the Notes — In addition to the price of the ETF on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:

• the expected volatility of the ETF, the Underlying Index and securities comprising the Underlying Index;

• the time to maturity of the Notes;

• the dividend rate underlying the ETF;

• interest and yield rates in the market generally;

• a variety of economic, financial, political, regulatory or judicial events;

• the supply and demand for the Notes; and

• our creditworthiness, including actual or anticipated downgrades in our credit ratings.

Description of the ETF

We urge you to read the following section in the accompanying prospectus supplement: “Reference Assets—Exchange-Traded Funds—Reference Asset Investment Company and Reference Asset Information”. Companies with securities registered under the Securities Exchange Act of 1934, as amended, which is commonly referred to as the “Exchange Act”, and the Investment Company Act of 1940, as amended, which is commonly referred to as the “’40 Act”, are required to periodically file certain financial and other information specified by the SEC. Information provided to or filed with the SEC electronically can be accessed through a website maintained by the SEC. The address of the SEC’s website is http://www.sec.gov. Information provided to or filed with the SEC pursuant to the Exchange Act or the ’40 Act by the company issuing the ETF can be located by reference to the ETF SEC file number specified below.

The summary information below regarding the company issuing the ETF comes from the ETF issuer’s SEC filings. You are urged to refer to the SEC filings made by the issuer and to other publicly available information (such as the issuer’s annual report) to obtain an understanding of the issuer’s business and financial prospects. The summary information contained below is not designed to be, and should not be interpreted as, an effort by us to present information regarding the financial prospects of any issuer or any trends, events or other factors that may have a positive or negative influence on those prospects or as an endorsement of any particular issuer. We have not undertaken any independent review or due diligence of the issuer’s SEC filings or of any other publicly available information regarding the issuer of the ETF.

We have derived all information contained in this pricing supplement regarding the ETF, including, without limitation, its make-up, method of calculation and changes in its components, from the Prospectus (the “Prospectus”) for the ETF dated September 1, 2011 issued by the iShares Trust (the “Trust”). Such information reflects the policies of, and is subject to change by, the Trust and BlackRock Fund Advisors (“BFA”). Shares of the ETF are listed and trade on the NYSE Arca stock exchange under the ticker symbol “IYR”. The ETF seeks investment results that correspond generally to the price and yield performance of the Underlying Index. The ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the Underlying Index.

The ETF generally invests at least 90% of its assets in securities of the Underlying Index and in depositary receipts representing securities of the Underlying Index. The Underlying Index measures the performance of the real estate sector of the U.S. equity market. The Underlying Index includes companies in the following industry groups: real estate holding and development and real estate investment trusts. As of June 30, 2011, the Underlying Index was concentrated in the real estate investment trusts industry group, which comprised 94% of the market capitalization of the Underlying Index.

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Information provided to or filed with the SEC by the ETF pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to SEC file number 333-92935 or 811-09729, respectively. Additional information regarding the ETF is available at the iShares ® website at http://www.ishares.com. Information from outside sources is not incorporated by reference in, and should not be considered a part of this pricing supplement or any accompanying prospectus or prospectus supplement. We have not undertaken any independent review or due diligence of publicly available information regarding the ETF contained in outside sources.

BFA, in which Barclays Bank PLC has an ownership interest, serves as an investment adviser to iShares ® ETFs. As investment advisor, BFA provides an investment strategy for iShares ® ETFs and manages the investment of the assets of iShares ® ETFs. BFA has discretion in a number of circumstances to make judgments and take actions in connection with the implementation of its investment strategy, and any such judgments or actions may adversely affect the value of the iShares ® ETFs, and consequently, the value of the Notes.

iShares ® is a registered mark of BlackRock Institutional Trust Company, N.A. (“BITCNA”). BITCNA has licensed certain trademarks and trade names of BITCNA to Barclays Bank PLC. The Notes are not sponsored, endorsed, sold or promoted by BITCNA. BITCNA makes no representations or warranties to the owners of the Notes or any member of the public regarding the advisability of investing in the Notes. BITCNA has no obligation or liability in connection with the operation, marking, trading or sale of the Notes.

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Historical Information

The following table sets forth the high and low intraday prices, as well as end-of-quarter closing prices, during the periods indicated below. We obtained the historical trading price information set forth below from Bloomberg, L.P., without independent verification. The historical performance of the ETF should not be taken as an indication of the future performance of the ETF during the term of the Notes .

Quarter/Period Ending	Quarterly High	Quarterly Low	Quarterly Close
March 31, 2007	$ 94.99	$ 82.01	$ 85.27
June 30, 2007	$ 88.72	$ 76.15	$ 77.20
September 30, 2007	$ 80.95	$ 66.70	$ 76.57
December 31, 2007	$ 81.03	$ 64.01	$ 65.70
March 31, 2008	$ 68.74	$ 56.80	$ 65.10
June 30, 2008	$ 71.76	$ 60.24	$ 60.95
September 30, 2008	$ 76.58	$ 55.18	$ 61.95
December 31, 2008	$ 61.17	$ 23.51	$ 37.23
March 31, 2009	$ 37.66	$ 20.98	$ 25.46
June 30, 2009	$ 36.13	$ 24.75	$ 32.34
September 30, 2009	$ 46.45	$ 29.14	$ 42.66
December 31, 2009	$ 47.94	$ 39.45	$ 45.92
March 31, 2010	$ 51.16	$ 41.72	$ 49.78
June 30, 2010	$ 55.00	$ 43.16	$ 47.21
September 30, 2010	$ 55.40	$ 44.86	$ 52.88
December 31, 2010	$ 57.97	$ 52.27	$ 55.96
March 31, 2011	$ 60.79	$ 55.15	$ 59.40
June 30, 2011	$ 62.80	$ 57.94	$ 60.30
September 30, 2011	$ 63.00	$ 49.11	$ 50.57
December 31, 2011	$ 58.18	$ 46.71	$ 56.79
March 31, 2012	$ 62.81	$ 56.07	$ 62.29
May 25, 2012*	$ 64.86	$ 59.64	$ 61.45

• For the period starting on April 1, 2012 and ending on May 25, 2012.

SUPPLEMENTAL PLAN OF DISTRIBUTION

We have agreed to sell to Barclays Capital Inc. (the “ Agent ”), and the Agent has agreed to purchase from us, the principal amount of the Notes, and at the price, specified on the cover of this pricing supplement. The Agent will commit to take and pay for all of the Notes, if any are taken.

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