Barclays PLC — Capital/Financing Update 2011

Jul 12, 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

20,000,000 Barclays Capital Index Linked Warrants due July 2016 (the "Warrants") Series NX00039575

under the Global Structured Securities Programme

The Warrants will be publicly offered in the United Kingdom (the "Public Offer Jurisdiction") from

and including 21 June 2011 to and including 14 July 2011(the "Offer Period")

Issue Price: GBP 1 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 12 July 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 Securitieshas 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.

Index Disclaimer:

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

BARCLAYS DOES NOT GUARANTEE AND SHALL HAVE NO LIABILITY TO THE PARTIES 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"). 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 AND THE SUPPLEMENTAL PROSPECTUSES, SEE "PURCHASE AND SALE OF REGISTERED SECURITIES" AND "TRANSFER RESTRICTIONS" 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:	NX00039575
	(ii)	Tranche:	1
2	Currency:		Pound Sterling ("GBP")
3		Number of Warrants or Exercisable Certificates being issued:	20,000,000
4		Calculation Amount per Security as at the Issue Date:	GBP 1
5	Form:
	(i)	Global/Definitive/	Global Registered Securities:
		Uncertificated and dematerialised:	Regulation S 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:		17 June 2011
7	Issue Date:		14 July 2011
8	Issue Price:		GBP 1
9		Relevant Stock Exchange:	London
10	The following Relevant Annex shall apply to the Securities):		Section 3 of Barclays Capital Index Annex as supplemented on 29 March 2011.
		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

17 Minimum/Maximum Interest Rate: N/A

16 Margin: 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	Conditions:	Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base	N/A
		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:		GBP 1
28	Exercise Date(s):		Expiration Date
29	Potential Exercise Business Dates:		N/A
30	Exercise Period:		N/A
31	Expiration Date:		Valuation Date
32	Automatic Exercise:		Applicable in whole
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:		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:

An amount in the Settlement Currency in respect of each Security calculated by the Determination Agent as follows:

(i) If IndexF is greater than or equal to 100% of Index0, Exercise Cash settlement Amount shall be equal to:

$$
Calculation Amount x \left[ 100\% + Partition x \left( \frac{Index_F}{Index_0} - 1 \right) \right]
$$

(ii) Otherwise, Exercise Cash settlement Amount shall be equal to :

			⎡ ⎤ ⎛ ⎞ F Index ⎜ ⎟ ⎢ ⎥ ⎜ ⎟ 0 Index ⎢ ⎥ ⎝ ⎠ ⎣ ⎦ Calculation Amount x
			Where:
			"IndexF" means the Final Level.
			"Index0" means the Initial Level.
			"Final Level" means the Index Level on the Valuation
			Date.
			"Initial Level" means the Index Level on the Strike Date.
			"Participation" means indicative 270 per cent
			"Strike Date" means 7 July 2011.
			"Valuation Date" has the meaning given in paragraph 50(vi).
	(ii)	Exercise Cash Settlement Date:	14 July 2016
	(iii)	Early Cash Settlement Amount:	As defined in Condition 24 of the Base Conditions
	(iv)	Early Cancellation Date:	10 Business Days after a cancellation notice is given by the Issuer to Securitholder.
40	Specified Early Cancellation Event:		N/A
41		Terms relating to Physically Delivered Securities:	N/A
42		Multiplier:	N/A
43		Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:	N/A
44		Share Linked Securities:	N/A
45		Index Linked Securities (Equity notices only):	N/A
46		Inflation Linked Securities:	N/A
47		FX Linked Securities:	N/A
48		Credit Linked Securities:	N/A
49		Commodity Linked Securities:	N/A
50		Barclays Capital Index Securities:	Applicable
		(a) Barclays Capital Index:	Barclays Capital Q-MA US Excess Return Index (Bloomberg

Code: BXIIQMUE Index) sponsored by Barclays Capital as described in Part A of Section 3 of the Barclays Capital

			Index Annex
	(i)	Exchanges:	As described in the Barclays Capital Index Annex
	(ii)	Related Exchanges:	All Exchanges
	(iii)	FX Disruption Event:	N/A
	(iv)	Component Fallback:	Not Applicable
	(v) Disruption:	Barclays Capital Index	Not Applicable
		(vi) Valuation Date	7 July 2016
		(vii) Valuation Time	The time at which the official closing level of the Index is calculated and published by the Index Sponsor, as further described in section 3 of Barclays Capital Index Annex
51		Debt Components:	N/A
52		Interest Rate Components:	N/A
	Settlement	Additional provisions relating to
53		Minimum Settlement Amount	100,000 Warrants and 1 thereafter The Minimum Settlement Amount will apply through the life of the Warrants such that there may be no sales or partial cancellations of Warrants in amounts less than the Minimum Settlement Amount.
	Securities:	Settlement in respect of APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish	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 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 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 Managers:	N/A
65	Relevant securities codes:	ISIN: GB00B4LPJ480
		Common Code: 064265431
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

1 LISTING AND ADMISSION TO TRADING

(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 with effect from the Issue Date
(iii)	Estimate of total expenses related to admission to trading:	GBP 300

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 20,000,000

(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.

Information relating to the Index including its past performance, may be obtained from the relevant Bloomberg screen page

Investors should note that historical performance should not be taken as an indication of future performance.

The table below shows the possible returns for different scenarios, based on an investment of £10,000. The below figures are examples only and that changes in the level of the index have been chosen to demonstrate the potential returns to an investor.

Level of Q-MA on Index Start Date	Final Index Level	Principal Repayment	Capital Growth	What you could receive back at maturity
150	(+60%)	£10,000.00	£16,200.00	£26,200
150	(+40%)	£10,000.00	£10,800.00	£20,800
150	(+20%)	£10,000.00	£5,400.00	£15,400
150	150 (+0%)	£10,000.00	£00.00	£10,000
150	(-20%)	£8,000.00	£00.00	£8,000
150	(-40%)	£6,000.00	£00.00	£6,000
150	(-50%)	£5,000.00	£00.00	£5,000
150	(-70%)	£3,000.00	£00.00	£3,000

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
Conditions to which the offer is subject:	Offers of the Warrants made prior to the Issue Date are conditional on their issue. Warrants 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 Warrants 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 shall not be entitled to subscribe or otherwise acquire the Warrants 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 Warrants may be made by the Manager or by the relevant Distributor in the Public Offer Jurisdiction other than pursuant to Article 3(2) of the Prospectus Directive in the Public Offer Jurisdiction during the Offer Period.
Details of the minimum and/or maximum amount of application:	The Minimum Settlement Amount applies
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:	Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with any entitlement for compensation.
Details of the method and time limits for paying up and delivering the Notes:	The Warrants will be issued on the Issue Date against payment to the Issuer of the net subscription moneys.
Manner in and date on which results of the offer are to be made public:	Results of the offer will be made as soon as practically possible after the end of the Offer Period.
Procedure for exercise of any right of pre emption, negotiability of subscription rights and treatment of subscription rights not exercised:	Not Applicable
Categories of potential investors to which the Notes are offered and whether	Offers may be made in the Public Offer Jurisdiction to any person. Offers (if any) in

tranche(s) have been reserved for certain							other EEA countries will only be made
countries:			pursuant		to	an	exemption	from	the
							obligation under the Prospectus Directive as
							implemented in such countries to publish a
			prospectus.

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.

Each investor will be notified of its allocation of the Warrants at the time of such investors application.

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

Not Applicable

N/A