Barclays PLC — Capital/Financing Update 2011

Jul 21, 2011

Final Terms BARCLAYS Jehan Buhari Vice President - Legal UK & Europe Authorised to Sign

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

105 Warrants due 2014

Series GWS746

under the Global Structured Securities Programme

Issue Price: SEK 10,000 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 21 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 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:	Svenska Handelsbanken AB (publ) (the "Swedish Issue and Paying Agent")
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" IN THE 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 PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

These Securities are Swedish Registered Securities. Securityholders should refer to the provisions of the Swedish Securities Annex of the Base Prospectus which shall apply to the Securities.

Provisions relating to the Securities

1	Series:		GWS746
2	Currency:		Swedish Krona ("SEK")
3		Number of Warrants or Exercisable Certificates being issued:	105
4		Calculation Amount per Security as at the Issue Date:	SEK 100,000 per Warrant
5	Form:
	(i)	Global/Definitive/ Uncertificated and dematerialised:	Dematerialised Uncertificated Securities in. dematerialised book-entry form in accordance with the Swedish Financial Instruments Accounts Act (1998: 1479), as amended. Cleared and settled in Euroclear Sweden AB.
	(ii)	NGN Form:	N/A
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:	N/A
	(v)	CDIs:	N/A
6	Trade Date:		5 July 2011
7	Issue Date:		21 July 2011
8	Issue Price:		SEK 10,000 per Security
9		Relevant Stock Exchanges:	Nordic Derivatives Exchange ("NDX") and London Stock Exchange
10	The following Relevant Annexes shall apply to the Securities:		Equity Linked Annex Swedish Securities 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	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 Securities.
27	Exercise Price:		N/A
28		Exercise Date(s):	Valuation Date
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:		1 Warrant
34		Maximum Daily Number:	N/A
35		Nominal Call Event:	N/A
36		Settlement Method:	Cash Settlement
37		Settlement Currency:	SEK
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 Warrant equal to: Calculation Amount x Participation x FX Multiplier x Max[0, Basket Return]

Where:

Basket Return:
$$
\sum_{i=1}^{10} W_i x \left( \frac{\text{Share}{(i) \text{ FINAL}}}{\text{Share}{(i) \text{ INITIAL}}} - 1 \right)
$$

"Share_(illnitial" means the Share Price for each underlying Share(i) on the Strike Date.

"Share_(i)FINAL" means the arithmetic average of the Share Price for each underlying Share_(i) on each of the Averaging Dates.

"Share Price" means the price of the Share_(i) at the Valuation Time on a Scheduled Trading Day.

"FX Multiplier" means as follows:

$\left(\frac{\text{USDSEK}{\text{FINAL}}}{\text{USDSEK}{\text{INITIAL}}}\right)$

"USDSEK_INITIAL" means the rate obtained by dividing the SEK per EUR currency rate by the USD per EUR currency rate (in accordance with the formula below), each such rate as quoted on Reuters page ECB 37 at 14:15 CET with 4 decimals on the business day preceding the Strike Date (or if such rate does not appear on Reuters page ECB37 at 14:15 CET on such day then the rate will be determined by the Determination Agent in its sole discretion), being 6.3488:

$SEK$ per $EUR_{on the business}$ development and the Date $\overline{USDper}$ $EUR_{on}$ the businessdaypreceding the Strike Date

"USDSEK_FINAL" means the rate obtained by dividing the SEK per EUR currency rate by the USD per EUR currency rate (in accordance with the formula below), each such rate as quoted on Reuters page ECB 37 at 14:15 CET with 4 decimals on the business day following the Valuation Date (or if such rate does not appear on Reuters page ECB37 at 14:15 CET on such day then the rate will be determined by the Determination Agent in its sole discretion).

$SEK$ per $EUR_{on}$ the business day following the Valuation Date USD per EUR_{on the business day following the Valuation Date}

"Participation" means 100 per cent. as determined by the Determination Agent on the

			Trade Date.
			"Strike Date" means 7 July 2011.
	(ii)	Exercise Cash Settlement Date:	21 July 2014, subject to adjustment in accordance with the Business Days Convention.
	(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:	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:	Applicable
	(i)	Share(s) (each a "Reference Asset"):	Each Share (1) , as described in the Schedule, (together the "Basket of Shares")
	(ii)	Exchanges:	In respect of each Share $(i)$ , as described in the Schedule
	(iii)	Related Exchanges:	All Exchanges
	(iv)	Exchange Rate:	N/A
	(v)	Weighting for each Reference Asset comprising the Basket of Reference Assets:	In respect of each Share $(i)$ , as determined by the Determination Agent on the Trade Date and as described in the Schedule
	(v i )	Initial Price of each Reference Asset:	In respect of each Share $(i)$ , as described in the Schedule
	(vii)	Number of Shares:	N/A
	(viii)	Substitution of Shares:	Substitution of Shares - Standard is applicable
	(ix)	Valuation Date:	7 July 2014
	(x)	Averaging:	Applicable
	(a)	Averaging Dates:	The 7th calendar day each month from and including 7 July 2013 up to and including the Valuation Date (13 Observations Dates in total) - referred to as Averaging Dates t [t=1 to 13]
	(b)	Consequence of an	Modified Postponement

	Averaging Date being a Disrupted Day:
	(xi) Valuation Time:	As defined in the Equity Linked Annex
	Additional Disruption (xii) Event in respect of Equity Linked Securities:	Insolvency Filing
	(xiii) FX Disruption Event:	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	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	1 Warrant. 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.
	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:	Swedish Registered Securities may not provide for any form of settlement other than payment in cash.
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:	N/A
58	Additional Business Centre(s):	N/A
	Selling restrictions and provisions relating to certification
59	Non-US Selling Restrictions:	As described in the Base Prospectus.
60	Applicable TEFRA exemption:	N/A
61	Other:	N/A
General
62	Business Day Convention:	Modified Following
63	Relevant Clearing Systems:	Euroclear Sweden AB
64	If syndicated, names of Managers:	N/A
65	Relevant securities codes:	ISIN: GB00B4R7B197
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

LISTING AND ADMISSION TO TRADING 1.

(i)	Listing:	Stockholm and London
(ii) Admission to trading:		Application will be made for the Securities to be admitted to listing on the NDX and London Stock Exchange, and to be admitted to trading on the NDX and London Stock Exchange's Regulated Market on or around the Issue Date.
RATINGS
Ratings:		The Securities have not been individually

$\overline{3}$ NOTIFICATION

$\overline{2}$

The Financial Services Authority has provided the Swedish Finansinspektionen with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

rated.

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

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.

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

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

(ii)	Estimated net proceeds:	SEK 1,050,000
------	-------------------------	---------------

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

$N/A$ Indication of yield:

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

$N/A$

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

Past performance of each Share can be obtained on Bloomberg with the relevant Code as described in the Schedule.

The Issuer does not intend to provide post-issuance information.

The table below shows the Redemption Amount for different scenarios, based on a holding of 1 Warrant.

Change for the Basket of Shares	+30%	0%	$-10%$
Change in the Basket of Shares for purposes of calculating Final Cash Settlement Amount, assuming indicative participation rate of 100% (which may be higher or lower but will be fixed prior to the Issue Date):	$+30%$	$0\%$	$-10%$
Amount invested (including premium and estimated brokerage fees):	SEK 12,000	SEK 12,000	SEK 12,000
Increase in value:	SEK 20,000	SEK - 10,000	SEK-10,000
Final Cash Settlement Amount:	SEK 30,000	SEK 0.0	SEK 0.0
Effective yearly return (including estimated brokerage fees and the extra premium paid):	35.7%	$-100%$	$-100%$

$\overline{9}$ PERFORMANCE OF RATES 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):

Delivery:

Names and addresses of additional Paying Agents(s) (if any) and Swedish Issue and Paying Agent:

Intended to be held in a manner which would allow Eurosystem eligibility:

Swedish Central Securities Depository & Clearing Organisation (Euroclear Sweden) identification number: 556112-8074. The Issuer shall be entitled to obtain information from the register maintained by Euroclear Sweden AB for the purposes of performing its obligations under the issue of the Securities.

Delivery against payment Svenska Handelsbanken AB (publ) Blasieholmstorg12 SE-106 70 Stockholm Sweden No

11 OFFER INFORMATION
----------------------

Offer Price:	SEK 10,000 per Warrant.
Third Party Fees and the Subscription Fee	A distribution fee has been, or will be, paid to a third party. The amount of this fee will not exceed 1.00 per cent. per annum of the Calculation Amount determined in respect of each Warrant on the Issue Date. Further details of the distribution fee are available upon request.
	Where commissions in any form are payable by the Manager to an intermediary, the intermediary may be required under applicable law to disclose their existence, nature and amount to purchasers. Purchasers of warrants through an intermediary should request details any such commission of payments from the intermediary before purchase.
Offer Period:	The Offer Period shall be from and including 23 May 2011 until 1 July 2011.
Conditions to which the offer is subject:	Offers of the Securities 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 Securities at any time on or prior to the Trade Date, if it is not possible for the Participation to reach 80 Per cent.
	The Issue Date is subject to the right of the Issuer to cancel the issuance of the Warrants if:
	the desired level of Participation as described 1. above is not achieved; or
	2. the Number of Warrants proposed to be issued on the Issue Date is less than 100 Warrants.
	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 Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant.
Description of the application process:	Applications for the Warrants can be made in Sweden through the Distributor. Distribution will be in accordance with the Distributor's usual procedures, notified to investors by the Distributor.
Description of possibility to reduce subscriptions and manner for refunding	Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being

$\tilde{\Sigma}$

excess amount paid by applicants:

Details of the minimum and/or maximum amount of application:

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

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

Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

Categories of potential investors to which the Securities 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 Issuer, of the placers in the various countries where the offer takes place.

reduced without delay with no entitlement for compensation.

The minimum amount of application per investor will be 1 Warrant.

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

The Warrants 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 Warrants at the time of such investor's application.

$N/A$

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

Applicants will be notified directly by the Distributor of the success of their application. No dealings in the Securities may take place prior to the Issue Date.

$N/A$

Erik Penser Bankaktiebolag Biblioteksgatan 9 Box 7405 103 91 Stockholm Sweden (the "Distributor")

The Schedule

Basket of Shares

	Share (i)	Exchange(s)	Related Exchanges	Bloomberg/ Reuters code	Weighting $(W_1)$	Initial Price
$\mathbf{1}$	Kellogg	New York Stock Exchange	All Exchanges	K UN Equity	10.00%	55.73
$\overline{2}$	Pfizer	New York Stock Exchange	All Exchanges	PFE UN Equity	10.00%	20.23
$\overline{3}$	Johnson & Johnson	New York Stock Exchange	All Exchanges	JNJ UN Equity	10.00%	67.92
$\overline{4}$	Colgate	New York Stock Exchange	All Exchanges	CL UN Equity	10.00%	88.78
5	Coca-Cola	New York Stock Exchange	All Exchanges	KO UN Equity	10.00%	68.75
6	McDonald's	New York Stock Exchange	All Exchanges	MCD UN Equity	10.00%	86.06
$\overline{7}$	HI Heinz	New York Stock Exchange	All Exchanges	HNZ UN Equity	10.00%	53.94
8	Procter & Gamble	New York Stock Exchange	All Exchanges	PG UN Equity	10.00%	64.95
9	Kraft Foods Inc	New York Stock Exchange	All Exchanges	KFT UN Equity	10.00%	35.93
10	Yum! Brands	New York Stock Exchange	All Exchanges	YUM UN Equity	10.00%	55.59