Barclays PLC — Capital/Financing Update 2011

May 17, 2011

THESE NOTES DO NOT CONSTITUTE COLLECTIVE INVESTMENT SCHEMES IN THE MEANING OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA"). ACCORDINGLY, HOLDERS OF THE NOTES DO NOT BENEFIT FROM PROTECTION UNDER CISA OR SUPERVISION BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY ("FINMA").

Final Terms BARCLAYS

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

5,000 Index Linked Certificates due 9 April 2013 (the "Certificates")

Series GSC1148

under the Global Structured Securities Programme

Issue Price: USD 1,000 per Certificate

This document constitutes the final terms of the Certificates (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.

Subject as provided below, 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

Amended Final Terms dated 17 May 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.

Notice to Swiss Investors:

The Securities may not be publicly distributed in Switzerland. These Final Terms shall not be dispatched, copied to or otherwise made available to, and the Securities may not be offered for sale to any person in Switzerland, except to Qualified Investors as defined in article 10 of CISA i.e. to a) prudentially regulated financial intermediaries such as banks, securities dealers and fund management companies, b) regulated insurance institutions, c) public entities and retirement benefits institutions with professional treasury department, d) companies with professional treasury department, e) High-Net-Worth Individuals (as defined below) and f) investors who have concluded a written discretionary management agreement with a financial intermediary as defined under lit. a) or with an independent asset manager that complies with the requirements pursuant to Art. 6 para 2 of the Collective Investment Schemes Ordinance ("CISO"). A High-Net-Worth Individual is a private individual who confirms in writing at the time of the investment to own a minimum of CHF 2 million of financial investments, whether directly or indirectly.

This document is neither a prospectus according to Art 652a or Art 1156 of the Swiss Code of Obligations nor a simplified prospectus according to Art 5 of CISA.

The Securities do not constitute an investment in a collective investment scheme and are not subject to the CISA, nor to the supervision of FINMA.

Index Disclaimer

© Barclays Bank PLC 2011 ("Barclays"). All rights reserved. Barclays makes no representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or other instruments or related derivatives or in the Securities particularly or the ability of the Barclays Indices, including without limitation, the Barclays Capital US Q-MA TR Index ("Approved Indices"), to track the performance of any market. Barclays has no obligation to take the needs of the owners of the Securities into consideration in determining, composing or calculating the Approved Indices.

BARCLAYS DOES NOT GUARANTEE AND SHALL HAVE NO LIABILITY TO THE OWNERS OF THE PRODUCT(S) OR TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BARCLAYS INDICES. OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BARCLAYS INDICES. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDICES, INCLUDING WITHOUT LIMITATION, THE APPROVED INDICES, OR ANY DATA INCLUDED THEREIN.

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
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 AND THE BASE PROSPECTUS 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

$\mathbf{1}$	Series:		GSC1148
2	Currency:		United States dollar ("USD")
3	Notes:		N/A
$\overline{4}$	Certificates:		Applicable
	(i)	Number of Certificates:	5,000
	(ii)	Calculation Amount per Certificate as at the Issue Date:	USD 1,000 per Certificate
5	Form:
	(i)	Global/Definitive/Uncertificated	Global Bearer Securities:
		and dematerialised:	Temporary Global Security, exchangeable for a Permanent Global Security
	(ii)	NGN Form:	N/A
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:	Applicable
	(v)	CDIs:	N/A
6	Trade Date:		1 April 2011
7	Issue Date:		8 April 2011
8		Redemption Date:	9 April 2013
9	Issue Price:		USD 1,000 per Security
10		Relevant Stock Exchanges:	London Stock Exchange
11		The following Relevant Annex(es) shall apply to the Securities:	Section 3 of Barclays Capital Index Annex

Provisions relating to interest (if any) payable on the Securities

12	Interest:	N/A
13	Interest Amount:	N/A
14	Interest Rate:	N/A
15	Screen Rate Determination:	N/A
16	ISDA Determination:	N/A
17	Margin:	N/A
18	Minimum/Maximum Interest Rate:	N/A
19	Interest Commencement Date:	N/A
20	Interest Determination Date:	N/A
21	Interest Calculation Periods:	N/A
22	Interest Payment Dates:	N/A

23	Day Count Fraction:	N/A
----	---------------------	-----

24 Fall back provisions, rounding provisions, $N/A$ 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 Redemption

25		Settlement Method:	For the purposes of Condition 5.1 of the Base Conditions:
			Cash Settlement
26		Settlement Currency:	USD
27		Settlement Number:	As defined in Condition 24 of the Base Conditions.
28		Terms relating to Cash Settled Securities:	Applicable
	(i)	Final Cash Settlement Amount:	An amount in the Settlement Currency, payable on the Redemption Date in respect of each Calculation Amount, calculated as follows:
			Calculation Amount x (Index LevelF/Index Levelo)
			Where:
			"Index Level F " means the Final Level.
			"Index Level 0 " means the Initial Level.
			"Final Level" means the Index Level on the
			Valuation Date.
			"Valuation Date" means 2 April 2013.
			"Initial Level" means 169.8912
			"Index Level" means the level of the Index at the Valuation Time on a Scheduled Trading Day
	(ii)	Early Cash Settlement Amount:	As defined in Condition 24 of the Base Conditions.
	(iii)	Early Cash Redemption Date:	in Condition 24 of the Base As defined Conditions.
29	Securities:	Terms relating to Physically Delivered	N/A
30		Nominal Call Event:	N/A
31		Call Option:	N/A
32		Put Option:	N/A

• 33 Specified Early Redemption Event:
• 34 Maximum and Minimum Redemption Requirements:
• $(i)$ Daily Maximum Amount:
• Minimum Number/Minimum $N/A$ $(ii)$ Nominal Amount:

$N/A$

$N/A$

$N/A$

$N/A$

• $(iii)$ Daily Maximum Number/Daily $N/A$ Maximum Amount:
• 35 Additional Disruption Events in addition to $N/A$ those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: 36 Share Linked Securities: $N/A$
• 37 Index Linked Securities (Equity indices $N/A$ only): 38 Inflation Linked Securities: $N/A$
• 39 FX Linked Securities:
• $N/A$ 40 Credit Linked Securities:
• 41 Commodity Linked Securities:
• 42 Proprietary Index Linked Securities:
• Barclays Capital Index: $42 -$
• A

Barclays Capital US Q-MA TR Index (Bloomberg Code: BXIIQMUT Index) sponsored by Barclays Capital as described in Part A of Section 3 of the Barclays Capital Index Annex

	(i)	Exchanges:	NYSE, NASDAQ
	(ii)	Related Exchanges:	All Exchanges
	(iii)	Component Fallback:	Not Applicable
	(iv)	Barclays Capital Index Disruption:	Not Applicable
43		Bond Linked Securities:	N/A
44		Mutual Fund Linked Securities:	N/A
		Provisions relating to Settlement
45		Minimum Settlement Amount:	150 Certificates and 1 Certificate thereafter

46 Settlement in respect of VP Notes, APK Registered Securities. Dutch Securities. Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities:

150 Certificates and 1 Certificate thereafter $N/A$

47	Additional provisions relating to Taxes and Settlement Expenses:	N/A
Definitions
48	Business Day:	As defined in Condition 24 of the Base Conditions
49	Additional Business Centre(s):	TARGET
	Selling restrictions and provisions relating to certification
50	Non-US Selling Restrictions:	Applicable as set out in the Base Prospectus. Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Certificates are to be sold as set out in the Base Prospectus.
		In addition, no action has been taken or will be taken that would permit a public offering of the Certificates or possession or distribution of any offering material in relation to the Certificates in any jurisdiction where action for that purpose is required. No offers, sales, re-sales or deliveries of any Certificates or distribution of offering material relating the to any Certificates, directly or indirectly, may be made any jurisdiction from except in or a in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any obligation on the Issuer, the Dealer and the Determination Agent.
51	Applicable TEFRA exemption:	TEFRA: D Rules Applicable
General
52 53	Business Day Convention: Relevant Clearing Systems:	Modified Following Euroclear Clearstream, Luxembourg
54	If syndicated, names of Managers:	N/A
55	Details relating to Partly Paid Securities:	N/A
56	Relevant securities codes:	ISIN: XS0614754868
		Common Code: 061475486
		Valoren: CH12812978
57	Modifications to the Master Subscription Agreement and/or Agency Agreement:	N/A
58	Additional Conditions and/or	N/A

modification to the Conditions of the Securities:

Part B Other Information

LISTING AND ADMISSION TO TRADING $\mathbf{1}$

(i)	Listing	London
(ii)	Admission to trading:	Application is expected to 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
(iii)	Estimate of total expenses related to admission to trading:	N/A
RATINGS
Ratings:		N/A

NOTIFICATION $\overline{3}$

$N/A$

$\overline{2}$

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

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:	N/A

$(iii)$ Estimated total expenses: $N/A$

FIXED RATE SECURITIES ONLY - YIELD $6¹$

Indication of yield: $N/A$

FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES $7⁷$

$N/A$

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

$N/A$

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

$N/A$

10 OPERATIONAL INFORMATION

Any clearing system(s) other than	N/A
Euroclear 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	N/A
Agents $(s)$ (if any):

11 OFFER INFORMATION

Barclays relies on and looks towards the intermediary to comply with the Swiss law obligation regarding retrocession and, when applicable, will disclose or forward any retrocession payment he receives from a Barclays entity to his client, unless the intermediary and his client have validly agreed otherwise. Since Barclays does not know the identity of the intermediary's client, it is impossible for Barclays to disclose such retrocession payments to the client of the intermediary. As a consequence thereof, the intermediary herewith undertakes to duly fulfil all legal requirements under Swiss law.

$V₃$