Barclays PLC — Capital/Financing Update 2011

Mar 24, 2011

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED

(Incorporated with limited liability in the Cayman Islands)

GLOBAL STRUCTURED SECURITIES PROGRAMME

for the issue of Securities

BARCLAYS BANK PLC

8,500 FX Linked Warrants (the "Warrants") due March 2015

GWS733

under the Global Structured Securities Programme

Issue Price: USD 994.70 per Warrant

This document constitutes the final terms of the Warrants (the "Final Terms") described herein for the purposes of Article 5.4 of the Directive 2003/71/EC and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Bank") and Barclays Capital (Cayman) Limited ("BCCL") and is supplemental to and should be read in conjunction with the Base Prospectus dated 6 August 2010, as supplemented and amended from time to time, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Directive 2003/71/EC. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London and copies may be obtained from such office. Words and expressions defined in the Base Prospectus and not defined in this document shall bear the same meanings when used herein.

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in these Final Terms is in accordance with the facts and does not contain anything likely to affect the import of such information.

Investors should refer to the sections headed "Risk Factors" in the Base Prospectus for a discussion of certain matters that should be considered when making a decision to invest in the Securities.

Barclays Capital

Final Terms dated 24 March 2011

The distribution of this document and the offer of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession these Final Terms come are required by the Bank to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in "Purchase and Sale" in the Base Prospectus. In particular, the Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended, and are subject to US tax law requirements. Trading in the Securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act of 1936, as amended. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to US persons, nor may any US persons at any time trade or maintain a position in such Securities.

Part A

Terms and Conditions of the Securities

The Securities shall have the following terms and conditions, which shall complete, modify and/or amend the Base Conditions and/or any applicable Relevant Annex(es) set out in the Base Prospectus dated 6 August 2010.

Parties
Issuer:	Barclays Bank PLC
Guarantor:	N/A
Manager:	Barclays Bank PLC
Determination Agent:	Barclays Bank PLC
Issue and Paying Agent:	The Bank of New York Mellon
Stabilising Manager:	N/A
Registrar:	N/A
Registrar:	N/A
CREST Agent:	N/A
Paying Agents:	N/A
Transfer Agent:	N/A
Exchange Agent:	N/A
Additional Agents:	N/A

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND THE SECURITIES COMPRISE BEARER SECURITIES THAT ARE SUBJECT TO US TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES OUTSIDE THE UNITED STATES TO NON-US PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE SECURITIES AND DISTRIBUTION OF THESE FINAL TERMS, THE BASE PROSPECTUS AND THE SUPPLEMENTAL PROSPECTUSES SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBIECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

Provisions relating to the Securities

$19$

20

21

$22$

23

Interest Determination Date:

Interest Calculation Periods:

Fall back provisions, rounding provisions,

Interest Payment Dates:

Day Count Fraction:

1	(i)	Series:	GWS733
	(ii)	Tranche:	1
2	Currency:		United States dollar ("USD")
3		Number of Warrants or Exercisable Certificates being issued:	8,500
4	Issue Date:	Calculation Amount per Security as at the	JPY 1,000,000
5	Form:
	(i)	Global/Definitive/Uncertificated and dematerialised:	Global Bearer Securities: Permanent Global Security
	(ii)	NGN Form:	N/A
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:	Applicable
	(v)	CDI s :	N/A
6	Trade Date:		17 March 2011
7	Issue Date:		24 March 2011
8	Issue Price:		USD 994.70 per Security
9		Relevant Stock Exchange:	London Stock Exchange
10		The following Relevant Annex shall apply to the Securities:	FX Linked Annex
		Provisions relating to interest (if any) payable on the Securities
11	Interest:		N/A
12		Interest Amount:	N/A
13		Interest Rate[s]:	N/A
14		Screen Rate Determination:	N/A
15		ISDA Determination:	N/A
16	Margin:		N/A
17		Minimum/Maximum Interest Rate:	N/A
18		Interest Commencement Date:	N/A

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$\overline{4}$

denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base Conditions:

Provisions relating to Exercise

24	(i)	Exercise Style:	European Style
	(ii)	Multiple Exercise Securities	N/A
25		Call/Put Securities:	N/A
26	Units:		The Securities must be exercised in Units. Each Unit consists of 1 Security.
27		Exercise Price:	N/A
28		Exercise Date:	19 March 2015
29		Potential Exercise Business Dates:	N/A
30		Exercise Period:	N/A
31		Expiration Date:	19 March 2015
32		Automatic Exercise:	N/A. The Securityholder will exercise the warrant in accordance with Condition 6 of the Base Conditions
33		Minimum Number Exercise Requirement:	N/A
34		Maximum Daily Number:	N/A
35		Nominal Call Event:	N/A
36		Settlement Method:	Cash Settlement
37		Settlement Currency:	USD
38		Settlement Number:	As defined in Condition 24 of the Base Conditions
39		Terms relating to Cash Settled Securities:
	(i)	Exercise Cash Settlement Amount:	The Exercise Cash Settlement Amount will be calculated as follows:
			Calculation Amount x max[0; FX Performance]
			Where:
			"FX Performance" will be calculated as follows:
			Min $[(1/Strike_1) - (1/Strike_2); (1/Strike_1) - (1/FXRate_{final})$
			"FXRatefinal" means the FX Rate determined by reference to the relevant FX Rate Source on the Expiration Date at the Specified Time.

			"Strike 2 " means 105
			"FX Rate" means the value of one unit of USD in units of JPY determined by reference to the FX Rate Source at the Specified Time.
	(ii)	Exercise Cash Settlement Date:	26 March 2015
	(iii)	Early Cash Settlement Amount:	As defined in Condition 24 of the Base Conditions
	(iv)	Early Cancellation Date:	As defined in Condition 24 of the Base Conditions
40		Specified Early Cancellation Event:	N/A
41	Securities:	Terms relating to Physically Delivered
42	Multiplier:		N/A
43	Annex:	Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant
	(ii)	Affected Jurisdiction Hedging Disruption:	N/A
	(iii)	Affected Jurisdiction Increased Cost of Hedging:	N/A
	(iv)	Affected Jurisdiction:	N/A
	(iv)	Other Additional Disruption Events:	N/A
	(v)	The following shall not constitute Additional Disruption Events:	Increased Cost of Hedging shall not apply
44		Share Linked Securities:	N/A
45		Index Linked Securities (Equity indices only):	N/A
46		Inflation Linked Securities:	N/A
47		FX Linked Securities:	Applicable
	(i)	Single FX Rate, Basket of FX Rates, Currency Pair, FX index, or FX-linked product or transaction (each a "Reference Asset"):	Single FX Rate: USD-JPY
	(ii)	FX Rate Source:	Bloomberg WMCO Mid Price
	(iii)	Specified Time:	4:00 p.m. London time
	(iv)	Specified Rate:	USD-JPY

"Strike₁" means 79

	(v)	Spot Rate:	N/A
	(vi)	Principal Financial Centre:	As set out in the FX Linked Annex
	(vii)	Elective FX Disruption Event:	N/A
	(viii)	FX Disruption Event:	As set out in the FX Linked Annex
	(ix)	Valuation Date:	Expiration Date
	(x)	Valuation Time:	N/A
	(x)	Averaging:	N/A
	(xi)	Rate Calculation Date:	The Valuation Date, being a day on which commercial banks and foreign exchange markets settle payment and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York and London, adjusted in accordance with the Modified Following Business Day Convention in respect of the relevant FX Rate affected
48		Credit Linked Securities:	N/A
49		Commodity Linked Securities:	N/A
50		Debt Components:	N/A
51		Interest Rate Components:	N/A
52	the Securities:	Additional terms and conditions relating to	N/A
		Additional provisions relating to Settlement
53		Minimum Settlement Amount	5 Warrants
54	Securities:	Settlement in respect of Swedish Registered	N/A
55	Exercise Price:	Additional provisions relating to payment of	N/A
56		Additional provisions relating to Taxes and Settlement Expenses:	N/A
Definitions
57		Definition of In The Money:	N/A
58		Additional Business Centre(s):	N/A
Selling restrictions and provisions relating to certification

Non-US Selling Restrictions: 59

As described in the Base Prospectus.

No offers, sales, re-sales or deliveries of any Warrants or distribution of anny offering material relating to the Warrants, directly or

		indirectly, may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any additional obligation on the Issuer or Manager (as the case may be) and the Determination agent (including without limitation additional legal, regulatory or tax obligations).
60	Applicable TEFRA exemption:	N/A
61	Other:	N/A
General
62	Business Day Convention:	Modified Following
63	Relevant Clearing System:	Euroclear
		Clearstream, Luxembourg
64	If syndicated, names of Managers :	N/A
65	Relevant securities codes:	ISIN: GB00B3VNWQ88
		Common Code: 060876568
66	Modifications to the Master Subscription Agreement and/or Master Agency Agreement:	N/A
67	Additional Conditions and/or modification to the Conditions of the Securities:	N/A

Part B Other Information

$(i)$ Listing: London Application has been made for the Securities $(ii)$ Admission to trading: to be admitted to trading on the London Stock Exchange's Regulated Market with effect on or about the Issue Date Estimate of total expenses related GBP 750 $(iii)$ to admission to trading: RATINGS

Ratings:				The Securities have not been individually
	rated.

NOTIFICATION $3¹$

$N/A$

$\mathbf{1}$

$2^{\circ}$

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER $\overline{4}$

Save as discussed in "Purchase and Sale", so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

$5¹$ REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the offer:	General funding
-----	------------------------	-----------------

• $N/A$ $(ii)$ Estimated net proceeds:
• $N/A$ $(iii)$ Estimated total expenses:
• FIXED RATE SECURITIES ONLY YIELD 6

LISTING AND ADMISSION TO TRADING

Indication of yield: $N/A$

$\overline{7}$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES

$N/A$

8 PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING

$N/A$

9 PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT

$N/A$

10 OPERATIONAL INFORMATION

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme (together with their addresses) and the relevant identification $number(s)$ :	N/A
Delivery:	Delivery free of payment
Names and addresses of additional Paying Agents $(s)$ (if any):	N/A
Intended to be held in a manner which would allow Eurosystem eligibility:	No

11 OFFER INFORMATION

$N/A$

$V₂$