S.I.M.P.L.E. SUPPLEMENT 1/2011

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED

(Incorporated as an exempted company with limited liability in the Cayman Islands) (Guaranteed by Barclays Bank PLC)

PROGRAMME FOR THE ISSUANCE OF STRUCTURED INVESTMENT MANAGEMENT PLAN LINKED TO EQUITY (S.I.M.P.L.E.) NOTES

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This Base Prospectuses Supplement dated 12 May 2011 (the "S.I.M.P.L.E. Supplement 1/2011") is supplemental to and must be read in conjunction with the Base Prospectus dated 30 March 2011 (the "Original S.I.M.P.L.E. Base Prospectus") in connection with the programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes (the "S.I.M.P.L.E. Programme"). The S.I.M.P.L.E. Supplement 1/2011 and the Original S.I.M.P.L.E. Base Prospectus were prepared by Barclays Bank PLC (the "Bank") and Barclays Capital (Cayman) Limited ("BCCL") (each in its capacity as an issuer, an "Issuer" and, together, and where relevant, the "Issuers").

This S.I.M.P.L.E. Supplement 1/2011 constitutes a base prospectus supplement in respect of the Original S.I.M.P.L.E. Base Prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and for the purpose of Section 87G of the UK Financial Services and Markets Act 2000. Investors should be aware of their rights under Section 87Q(4) of the UK Financial Services and Markets Act 2000.

Terms defined in the Original S.I.M.P.L.E. Base Prospectus shall, unless the context otherwise requires, have the same meaning when used in this S.I.M.P.L.E. Supplement 1/2011. This S.I.M.P.L.E. Supplement 1/2011 is supplemental to, and shall be read in conjunction with the Original S.I.M.P.L.E. Base Prospectus and other supplements to the Original S.I.M.P.L.E. Base Prospectus issued by the Issuers. To the extent that there is any inconsistency between (a) any statement in this S.I.M.P.L.E. Supplement 1/2011 or any statement incorporated by reference into the Original S.I.M.P.L.E. Base Prospectus by this S.I.M.P.L.E. Supplement 1/2011 and (b) any other statement in, or incorporated by reference into the Original S.I.M.P.L.E. Base Prospectus, the statements in (a) above shall prevail.

The Issuers accept responsibility for the information contained in this S.I.M.P.L.E. Supplement 1/2011 and declare that, having taken all reasonable care to ensure that such is the case, the information contained in this S.I.M.P.L.E. Supplement 1/2011 is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Save as disclosed in this S.I.M.P.L.E. Supplement 1/2011, no significant new factor, material mistake or inaccuracy relating to the information included in the Original S.I.M.P.L.E. Base Prospectus which is capable of affecting the assessment of the securities issued under the S.I.M.P.L.E Programme has arisen or been noted, as the case may be, since the publication of the Original S.I.M.P.L.E. Base Prospectus issued by the Issuers.

This S.I.M.P.L.E. Supplement 1/2011 has been approved by the United Kingdom Financial Services Authority, which is the United Kingdom competent authority for the purposes of the Prospectus Directive and the relevant implementing measures in the United Kingdom, as a base prospectus supplement issued in compliance with the Prospectus Directive and the relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of securities under the S.I.M.P.L.E Programmes.

The purposes of this S.I.M.P.L.E. Supplement 1/2011 are to amend the section headed "Risks Relating to the Bank and the Group" in respect of PPI related disclosure, the section headed "DOCUMENTS INCORPORATED BY REFERENCE" in respect of the interim management statement, and the section headed "THE BANK AND THE GROUP" in respect of PPI related disclosure as further set out below.

With effect from the date of this S.I.M.P.L.E. Supplement 1/2011 the information appearing in, or incorporated by reference into the Original S.I.M.P.L.E. Base Prospectus shall be amended and/or supplemented in the manner described below.

By virtue of this S.I.M.P.L.E. Supplement 1/2011 the following amendments shall be deemed to be made to the Original S.I.M.P.L.E. Base Prospectus:

A) to amend the section headed "Risks relating to the Bank and the Group" commencing on page 11 and ending on page 17 of the Original S.I.M.P.L.E. Base Prospectus, as follows:
(i) to insert the following between the first and the second paragraphs appearing on page 16 of the Original S.I.M.P.L.E. Base Prospectus:

"The judgment on the judicial review proceedings was announced on 20 April 2011 in favour of the FSA and the Financial Ombudsman Service. On 9 May 2011, the Bank announced that it will not participate in any application for permission to appeal against the judgment and it will begin to process all on-hold and any new complaints from customers about PPI policies that they hold. While important aspects of the handling of PPI complaints, and therefore the cost of doing so, were not as at the date of this Base Prospectus certain, the Bank is taking a provision to cover the cost of future redress and administration of £1 billion in the second quarter 2011."

B) to amend the section headed "DOCUMENTS INCORPORATED BY REFERENCE" commencing on page 28 and ending on page 29 of the Original S.I.M.P.L.E. Base Prospectus, as follows:
(i) to insert the following at the end of the subsection headed "In respect of information relating to the Bank, the Group and the Holding Company" appearing on page 28 of the Original S.I.M.P.L.E. Base Prospectus:
"the unaudited Interim Management Statement of Barclays PLC as filed with the U.S. Securities and Exchange Commission on Form 6-K on film number 11783377 on 27 April 2011 in respect of the three months ended 31 March 2011 (the "Interim Management Statement")."
C) to amend the section headed "THE BANK AND THE GROUP" commencing on page 255 and ending on page 260 of the Original S.I.M.P.L.E. Base Prospectus, as follows:
(i) to delete in its entirety and replace with the following the last phrase of the paragraph entitled "Acquisition of Egg's UK credit card assets" appearing on page 255 of the Original S.I.M.P.L.E. Base Prospectus:

"The acquisition was completed on 28 April 2011."

(ii) to delete in its entirety and replace with the following the last paragraph of the subsection entitled "Payment Protection Insurance ("PPI") commencing on page 256 and ending on page 257 of the Original S.I.M.P.L.E. Base Prospectus:

(iii) to insert the following at the end of the subsection entitled "Sanctions" and before the section entitled "Directors" appearing on page 257 of the Original S.I.M.P.L.E. Base Prospectus:

"London Interbank Offered Rate ("LIBOR")

The FSA, the U.S. Commodity Futures Trading Commission, the SEC and the U.S. Department of Justice are conducting investigations relating to certain past submissions made by the Bank to the British Bankers' Association, which sets LIBOR. The Bank is co-operating with the investigations being conducted by these authorities and is keeping relevant regulators informed. As at the date of this Base Prospectus, it was not possible to predict the ultimate resolution of the issues covered by the various investigations, including the timing and the scale of the potential impact on the Group of any resolution."

(iv) to delete in its entirety and replace with the following the sub-section entitled "Employees" appearing on page 258 of the Original S.I.M.P.L.E. Base Prospectus:

"Employees

The average total number of persons employed by the Group during 2010 including both continuing and discontinued operations was 151,300 (2009: 153,800)."

Arranger