Barclays PLC — Capital/Financing Update 2011

Apr 14, 2011

Final Terms

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

3,000,000 Commodity Linked Warrants due June 2016 (the "Warrants")

Series GWS738

under the Global Structured Securities Programme

The Securities will be publicly offered in the United Kingdom (the "Public Offer Jurisdiction") from and including 14 April 2011 to and including 3 June 2011 (the "Offer Period")

Issue Price: GBP 0.70 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 14 April 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:	The Bank of New York Mellon (Luxembourg) S.A.
CREST Agent:	N/A
Paying Agents:	N/A
Transfer Agent:	The Bank of New York (Luxembourg) S.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"). 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.

EACH PURCHASER OF REGISTERED SECURITIES WILL BE DEEMED, BY ITS ACCEPTANCE OF PURCHASE OF ANY SUCH REGISTERED SECURITIES, TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS INTENDED TO RESTRICT THE RESALE OR OTHER TRANSFER OF SUCH REGISTERED SECURITIES AS SET OUT IN "TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES".

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS OR THE SUPPLEMENTAL PROSPECTUSES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

Provisions relating to the Securities

1	(i)	Series:	GSW738
	(ii)	Tranche:	1
2	Currency:		Pounds Sterling ("GBP")
3		Number of Warrants or Exercisable Certificates being issued:	3,000,000
4	Issue Date:	Calculation Amount per Security as at the	GBP 1.00
5	Form:
	(i)	Global/Definitive/ Uncertificated and dematerialised:	Global Registered Securities: Regulation S Global Security
	(ii)	NGN Form:	N/A
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:	N/A
	(v)	CDIs:	N/A
6	Trade Date:		7 April 2011
7	Issue Date:		10 June 2011
8	Issue Price:		GBP 0.70 per Security
9		Relevant Stock Exchange:	London Stock Exchange
10		The following Relevant Annex(es) shall apply to the Securities:	Commodity Linked Annex
		Provisions relating to interest (if any) payable on the Securities
11	Interest:		N/A
12		Interest Amount:	N/A
13		Interest Rate:	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
19		Interest Determination Date:	N/A
20		Interest Calculation Periods:	N/A
21		Interest Payment Dates:	N/A
22	Day Count Fraction:		N/A

23 Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest, if

N/A

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:	The Securities are Call Securities
26	Units:		The Securities must be exercised in Units. Each Unit consists of 1 Security.
27		Exercise Price:	N/A
28	Exercise Date(s):		3 June 2016, provided that, if such date is not a Business Day, the Exercise Date will be the immediately succeeding Business Day
29		Potential Exercise Business Dates:	N/A
30	Exercise Period:		N/A
31	Expiration Date:		Exercise Date
32	Automatic Exercise:		Applicable
33	Minimum Number Exercise Requirement:		N/A
34	Maximum Daily Number:		N/A
35		Nominal Call Event:	Applicable
	(i)	Nominal Call Threshold Amount:	As defined in Condition 24 of the Base Conditions
	(ii)	Nominal Call Threshold Percentage:	As defined in Condition 24 of the Base Conditions
36	Settlement Method:		Cash Settlement
37	Settlement Currency:		GBP
38		Settlement Number:	As defined in Condition 24 of the Base Conditions
39		Terms relating to Cash Settled Securities:
	(i)	Exercise Cash Settlement Amount:	On the Exercise Cash Settlement Date, the Issuer

will pay to each Securityholder an amount in the Settlement Currency in respect of each Warrant determined by the Determination Agent in accordance with the following formula:

Calculation Amount x [Participation x max(0, Asian BasketFinal - 8.64%)]

Where:

"Asian BasketFinal" will be calculated in accordance with the following formula:

$$
\frac{1}{[n]}\sum_{t=1}^{[n]}{Basket(t)}
$$

"Basket(t)" will be calculated in accordance with

the following formula:

$$
\sum_{i=1}^{4} W_{(i)} \times \left[ \frac{P_{(i)}(t)}{P_{(i) \text{Initial}}} \right]
$$

"Final Valuation Date" means 3 June 2016.

"n" means the number of Observation Dates(t) during the Observation Period.

"Observation Date(t)" means 3 June 2015, 3 July 2015, 3 August 2015, 3 September 2015, 5 October 2015, 3 November 2015, 3 December 2015, 4 January 2016, 3 February 2016, 3 March 2016, 4 April 2016, 4 May 2016 and the Final Valuation Date.

"Observation Period" means the period from and including 3 June 2015 to and including the Final Valuation Date.

"Participation" means 110 per cent.

"P(i)Initial" means the Relevant Commodity Price for the Relevant Commodity(i) in the Basket on the Strike Date.

"P(i)(t)" means the Relevant Commodity Price for the Relevant Commodity(i) in the Basket on Observation Date(t).

"Relevant Commodity Price" means, in respect of the Relevant Commodity(i), for any Pricing Date, the price, expressed as a price per unit of the Relevant Commodity(i), determined with respect to that day for the specified Commodity Reference Price.

"Strike Date" means 3 June 2011.

"W(i)" means the weight of the Relevant Commodity(i) in the Basket, as set out in the Schedule.

	(ii)	Exercise Cash Settlement Date:	10 June 2016
--	------	--------------------------------	--------------

N/A

(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 Terms relating to Physically Delivered Securities:

42 Multiplier: N/A

43 Additional Disruption Events in addition to those specified in Condition 24 of the Base N/A

	Annex:	Conditions and any applicable Relevant
44		Share Linked Securities:	N/A
45	only):	Index Linked Securities (Equity notices	N/A
46		Inflation Linked Securities:	N/A
47		FX Linked Securities:	N/A
48		Credit Linked Securities:	N/A
49		Commodity Linked Securities:	Applicable
	(i) Relevant Commodity, Commodity Index, Basket of Commodities/Commodity Indices (including weighting of commodities/commodity indices) (each a "Reference Asset"):		A basket comprising four commodities (each a "Relevant Commodity(i)" and, collectively, the "Basket") as set out in the Schedule.
	(ii)	Commodity Reference Price:	In respect of each Relevant Commodity(i), as set out in the Schedule
	(iii) Price Source(s):		In respect of each Relevant Commodity(i), as set out in Part C, Condition 3.1. of the Commodity Linked Annex
	(iv)	Exchange(s):	N/A
	(v)	Specified Price:	In respect of each Relevant Commodity(i), as set out in the Schedule
	(vi)	Delivery Date:	In respect of each Relevant Commodity(i), as set out in the Schedule
	(vii) Pricing Date:		The Strike Date and each Observation Date, subject to adjustment in accordance with the Commodity Business Day Convention
		(a) Common Pricing:	N/A
	(viii)	Commodity Market Disruption Events:	As per the Commodity Linked Annex
		Disruption Fallback(s):	As per the Commodity Linked Annex
		Fallback Reference Price:	N/A
	Disruption:	Additional provisions for Trading	N/A
	(ix)	Adjustments to Commodity Index:	N/A
	(x)	Commodity Business Day Convention:	Following

50	Debt Components:	N/A
51	Interest Rate Components:	N/A
52	Additional terms and conditions relating to the Securities:	N/A
	Additional provisions relating to Settlement
53	Minimum Settlement Amount	N/A
	Settlement in respect of APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities:	N/A
54	Settlement in respect of Swedish Registered Securities:	N/A
55	Additional provisions relating to payment of Exercise Price:	N/A
56	Additional provisions relating to Taxes and Settlement Expenses:	N/A
	Definitions
57	Definition of In-The-Money:	As defined in Condition 24 of the Base Conditions
58	Additional Business Centre(s):	N/A

Selling restrictions and provisions relating to certification

59 Non-US Selling Restrictions: Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Securities are to be sold as set out in the Base Prospectus.

In addition to those described in the Base Prospectus, no action has been taken or will be taken by the Issuer that would permit a public offering of the Securities or possession or distribution of any offering material in relation to the Securities in any jurisdiction save for the Public Offer Jurisdiction where action for that purpose is required. Each purchaser or distributor of the Securities represents and agrees that it will not purchase, offer, sell, re-sell or deliver the Securities or, have in its possession or distribute, the Base Prospectus, any other offering material or these Final Terms, in any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in a manner that will not impose any obligation on the Issuer or Manager (as the case may be) and the

		Determination Agent.
60	Applicable TEFRA exemption:	N/A
61	Other:	N/A
General
62	Business Day Convention:	Modified Following
63	Relevant Clearing Systems:	Euroclear
		Clearstream, Luxembourg
64	If syndicated, names and addresses of	N/A
	Managers:
65	Relevant securities codes:	ISIN: GB00B674HN82
		Common Code: 61807268
66	Modifications to the Master Subscription	N/A
	Agreement and/or Master Agency Agreement:
67	Additional Conditions and/or modification to the Conditions of the Securities:	N/A

Part B Other Information

1 LISTING AND ADMISSION TO TRADING

(i)	Listing:	London
(ii)	Admission to trading:	Application is expected be made by the Issuer (or on its behalf ) for the Securities to be admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date.
(iii)	Estimate of total expenses related to admission to trading:	GBP 300 plus VAT

2 RATINGS

Ratings:	The Securities have not been individually rated.

3 NOTIFICATION

N/A

4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

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.

5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the offer:	General funding
(ii)	Estimated net proceeds:	GBP 2,100,000.00 (less a commission element as detailed in Part B, item 11)
(iii)	Estimated total expenses:	N/A

6 FIXED RATE SECURITIES ONLY - YIELD

Indication of yield: N/A

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

The table below shows the possible returns for different scenarios, based on an investment of GBP 10,000. The below figures are for illustrative purposes only and that changes in a Relevant Commodity(i) have been chosen to demonstrate the potential returns to an investor.

AsianBasket Final	Return at maturity, based upon an investment of £10,000
200%	GBP 21,050
175%	GBP 18,300
150%	GBP 15,550
125%	GBP 12,800
100%	GBP 10,500
98%	GBP 9,830
95%	GBP 9,500
75%	GBP 7,300
50%	GBP 4,550
0%	GBP 0

9 PERFORMANCE OF RATE OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT

N/A

10 OPERATIONAL INFORMATION

Any clearing system(s) other than Euroclear	N/A
Bank S.A./N.V. and Clearstream Banking
Société Anonyme (together with their
addresses) and the relevant identification
number(s):
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

Offer Price:	Issue Price
	The Issue Price includes a commission element shared with a third party, which will be no more than 7.5 per cent. of the Issue Price. The commission element is not refundable in the event of early redemption or sale on the secondary market. Further details of the commission element are available upon request
Conditions to which the offer is subject:	Offers of the Securities made prior to the Issue Date are conditional on their issue. The Securities will be allotted subject to availability in the order of receipt of investors' applications.
	The Issuer reserves the right to withdraw the offer of the Securities at any time on or prior to the end of the Offer Period.
	For the avoidance of doubt, if any application has been made by the potential investor, each such potential investor will not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant.
Description of the application process:	An offer of the Securities may be made by the Manager or by Merchant Capital Limited (the "Distributor") in the Public Offer Jurisdiction other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom during the Offer Period.
	Initial applications for the Securities will be made in the Public Offer Jurisdiction through the Distributor during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Distributor. Distribution will be in accordance with the Distributor's usual procedures, notified to investors by the Distributor.
Details of the minimum and/or maximum amount of application:	The minimum and maximum amount of application from the Distributor will be notified to investors by the Distributor.

Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

Details of the method and time limits for paying up and delivering the Notes:

Manner in and date on which results of the offer are to be made public:

Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:

Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries:

Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

Name(s) and address(es), to the extent known to the Bank, of the placers in the various countries where the offer takes place.

Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with any entitlement for compensation.

The Securities will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. Each investor will be notified by the Distributor of the settlement arrangements in respect of the Securities at the time of such investor's application.

Results of the offer will be made public via the Distributor as soon as practically after the end of the Offer Period.

Not Applicable

Offers may be made by the Distributor in the Public Offer Jurisdiction to any person. Offers (if any) in other EEA countries will only be made by the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.

Each investor will be notified by the Distributor of its allocation of the Securities at the time of such investor's application.

No dealings in the Securities may take place prior to the Issue Date of Tranche 1.

Not Applicable

The Distributor named above at: Merchant Capital Limited 7th Floor Aldermary House 10 - 15 Queen Street London EC4N 1TX

Schedule

The Basket

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1	Co rn	2 5 %	C O R N- C B O T	f f l lem O ic ia Se t t t en Pr ice	by h ( d by h F irs Ne M Se Ne M t t t ar on co n ar on fo h h fa l ls f Pr ic ing Da te ic te r a ny w on o r a r he l f ( ) he t ier to i t Ex ira t ion ea r o cc ur o p d ( ) he las d f he Da te i i t t Tr ing Da t an a y o lev ). t Fu tu Co tra t re an re s n c	d C 1 Co ty m
2	be So y an s	2 5 %	S O Y B E A N S- C B O T	f f l lem O ic ia Se t t t en Pr ice	by h ( d by h F irs t Ne M t Se Ne M t ar on co n ar on fo h h fa l ls f Pr ic ing Da te ic te r a ny w on o r a r he l f ( ) he t ier to i t Ex ira t ion ea r o cc ur o p d ( ) he las d f he Da te i i t t Tr ing Da t an a y o lev Co ). t Fu tu tra t re an re s n c	d S 1 Co ty m

3	Su g ar	2 % 5	S G 1 1 U A R # ( )- W O R D Y B O L N T	O f f ic ia l Se lem t t t en Pr ice	irs by h ( Se d by h F t Ne M t Ne M t ar on co n ar on fo h h fa l ls f Pr ic ing Da ic te te r a ny w on o r a r he l f ( ) he ier i Ex ira ion t to t t ea r o cc ur o p d ( ) he las d f he Da i i Tr ing Da te t t t an a y o lev ). t Fu tu Co tra t re an re s n c	S 1 Co d B ty m
4	Co t to n	2 5 %	C O T T O N N O. 2- N Y B O T	f f l lem O ic ia Se t t t en Pr ice	by h ( d by h F irs Ne M Se Ne M t t t ar on co n ar on fo h h fa l ls f Pr ic ing Da ic te te r a ny w on o r a r he l f ( ) he t ier to i t Ex ira t ion ea r o cc ur o p d ( ) he las d f he Da te i i t t Tr ing Da t an a y o lev ). t Fu tu Co tra t re an re s n c	d C T 1 Co ty m

* For the avoidance of doubt, Bloomberg tickers are provided for reference purposes only and if there is any discrepancy between the price published on Bloomberg and that published by the Price Source, the price published by the Price Source shall prevail.