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Correspondence

 Barclays PLC

One Churchill Place

 London

E14 5HP

 Tel: 020 7116 1000

www.barclays.com

 31 January 2011

 Michael Seaman

Special Counsel

 Securities and Exchange
Commission

 Washington D.C. 20549

USA

 Dear Mr Seaman,

Barclays PLC and Barclays Bank PLC

Form 20-F for the Fiscal Year Ended December 31, 2009

 File No. 0-10257, 1-09246

 This letter responds to the comment letter (the ‘Comment
Letter’) from the Staff of the Securities and Exchange Commission (the ‘Commission’), dated 22 December 2010, concerning the Annual Report on Form 20-F for the fiscal year ended 31 December 2009 (the ‘2009
Form 20-F’) of Barclays PLC and Barclays Bank PLC (collectively, ‘Barclays’).

 Our responses to your comments are set out
as an appendix to this letter. To facilitate the Staff’s review, Barclays has included in its responses the captions and numbered comments in bold text and has provided Barclays responses immediately following each numbered comment.

In some of the responses, and in light of the Staff’s comments, Barclays may provide further disclosures in our Annual Report on Form 20-F for 2010
(‘2010 Form 20-F’) that may differ from or supplement the corresponding disclosure in the Form 20-F. Barclays continues to believe its prior filings are in compliance with applicable disclosure rules and regulations promulgated by
International Financial Reporting Standards and the Commission. Accordingly, any changes implemented in future filings should not be taken as an admission that prior disclosures were deficient or inaccurate.

Yours sincerely,

 /s/ Chris Lucas

C.G. Lucas

 Group Finance Director

Cc

David Irving

Sharon Blume

Eric Envall

(Securities and Exchange Commission)

George H White

John O’Connor

Elizabeth Davy

(Sullivan & Cromwell LLP)

Philip Rivett

Andrew Ratcliffe

(PricewaterhouseCoopers LLP)

 Barclays Bank PLC. Authorised
and regulated by the Financial Services Authority.

 Barclays PLC. Registered in England. Registered No: 1026167. Registered Office: 1 Churchill
Place, London E14 5HP.

 Mr M Seaman

 Securities and Exchange Commission

 Appendix

 Form 20-F for the Fiscal Year Ended December 31, 2009

General

1.
It does not appear that “clean” opinions of counsel have been filed in connection with Barclays Bank PLC’s ongoing sales of linked notes under its
shelf registration statement (File No. 333-169119). Please advise us why “clean” opinions have not been filed, or if they have been filed, where they are located.

In connection with the filing by Barclays Bank PLC (“Barclays Bank”) of its shelf registration statement on Form F-3 on 31 August 2010
(“WKSI Shelf”), we filed “Exhibit 5” validity opinions both under New York law and English law as Exhibits 5.1 and 5.2, respectively, which provide forward-looking validity opinions for notes issued under the WKSI Shelf.
Consistent with what we believe to be long-standing industry practice by many issuers with respect to SEC-registered medium-term note programs, including linked notes programs, such as ours, we have not filed a further “Exhibit 5” opinion
omitting the assumptions and qualifications necessary for the forward-looking opinion for each issue of linked notes by Barclays Bank under the WKSI Shelf. Based on advice from our US legal counsel, Sullivan and Cromwell LLP, we believe that this
practice is appropriately responsive to the exhibit requirement applicable to a shelf registration statement on Form F-3 in the context of a medium-term note program. We also believe this industry practice has developed because, given the often high
volume and frequency of issuances under SEC-registered notes programs, delivering a further validity opinion at the time of each issuance would entail exceptional cost and expense to issuers. Such a requirement would be particularly burdensome for
foreign private issuers where typically two legal opinions would be required (i.e., a New York law opinion as well as an opinion to address the laws of the issuer’s home country) instead of one legal opinion for U.S. issuers and could create a
substantial impediment for an active issuer. For example, Barclays Bank issued 2,050 linked notes in 2010 under its WKSI Shelf (and under its predecessor WKSI shelf registration statement on Form F-3), an average of 171 linked notes per month.
Delivering two additional opinions for each of these takedowns would have involved significant cost and imposed significant timing constraints on Barclays Bank. Barclays respectfully submits that the incremental benefit of further issue-specific
validity opinions is not material to investors in SEC-registered linked notes, and that the cost and timing burdens that obtaining such opinions would impose on issuers such as Barclays Bank far outweigh any potential incremental benefit to
investors.

 Lastly, we note that, outside the context of its SEC-registered linked notes program, Barclays Bank files “clean”
validity opinions in connection with each sale of its securities for its broader capital raising activities, including under its WKSI Shelf. As opposed to Barclays Bank’s linked notes products, these capital raising activities occur with much
less frequency over the course of a particular year, but each involve a significantly greater investment amount than the individual issuances under the linked medium-term note program.

 Section 1. Business Review

 Balance Sheet Commentary

Adjusted Gross Leverage 2009/08, page 15

2.
We note your response to comment 5 in our letter dated September 8, 2010. Please tell us and revise your future filings to clarify your statement that the
reduction in the adjusted gross leverage ratio from March 2009 – December 2009 was due to, “strong asset and liability management resulting in reductions in reverse repos and trading portfolio assets.” Describe specifically how you
reduced these balances.

 Page 1 of 8

 Mr M Seaman

 Securities and Exchange Commission

 Appendix

 The reduction in assets was the result of strong balance sheet management in the normal course of
business during the year. In 2009 Barclays managed balance sheet limits over time in order to reduce the adjusted gross leverage ratio in line with statements of intent to the market. Group Treasury agrees adjusted tangible asset targets
at a segment level to manage the Global Barclays balance sheet and leverage ratio. Barclays Capital’s adjusted tangible assets are managed and reviewed by the monthly Barclays Capital Balance Sheet Steering
Committee which operates between Treasury, Finance and the businesses. The Steering Committee agreed limits, lower than those in 2008, with each business across Barclays Capital and monitored balance sheet usage against those limits.
Businesses were required to manage the balance sheet to defined limits and were not permitted to exceed them without prior approval by nominated Steering Committee members. The material balance sheet fluctuations were within
the Prime Services business in reverse repos as a result of matchbook trading and the Fixed Income business in trading portfolio assets as a result of normal trading activities.

In future filings we will describe our governance for managing adjusted tangible assets and indicate the reasons for any material fluctuations, which are
most likely to arise from normal trading activities.

 Section 2. Risk Management

Credit Risk Management

Barclays Capital Credit Market Exposures

3.
We note your response to comment 7 to our letter dated September 8, 2010 regarding the Protium transaction. Please respond to the following additional
comments:

•

 Your response indicates that the asset purchase and working capital for the entity was funded by third party equity investors and by loan financing.
However, in the case of the assets you transferred to Protium, the entire purchase consideration was a loan payable to you, slightly in excess of the total assets transferred. Please tell us why, and provide additional information about the capital
structure of Protium.

 The total financing raised by Protium at inception was $13.09bn, composed of the $12.64bn loan
from Barclays and $450m in external financing (see below). The purchase price for the assets that Barclays sold to Protium was $12.29bn, being their fair value at the time. The financing raised exceeded the asset purchase price to enable the
purchase of additional assets and to fund working capital.

 As regards capital structure, the partnership issued three classes of notes –
A, B and C. Their summarised terms are as follows:

 A-Notes (original capital investment $450m)

•

 Cumulative fixed rate partnership distributions of 27% ($121.5m) per annum for the first 5 years and 7% ($31.5m) per annum thereafter. There is no
additional repayment of principal, i.e. in simple terms, the rate could be described as 7% per annum for ten years, with principal repaid over the first five years;

•

 Distributions rank senior to the Barclays loan. The redemption amount is secured by a reserve account held by Protium and comprising cash and/or US
Treasuries; and

•

 Held by third party investors, including $50m held by the management team.

 Page 2 of 8

 Mr M Seaman

 Securities and Exchange Commission

 Appendix

 B-Notes ($500,000)

•

 Holders are entitled to the residual value of Protium after payment of all other fees, debt and partnership interests;

•

 Distributions rank junior to the Barclays loan and the C Notes; and

•

 Held by third party investors, including $100,000 held by the management team.

C-Notes ($20,000)

•

 Holders are entitled to distributions linked to the performance of Protium;

•

 The majority of the C-Note distributions are deferred until such time as the Barclays loan has been repaid in full. If specified performance thresholds
are not met, no distributions are made; and

•

 Held by the fund management team – this is essentially their asset management fee.

•

 Tell us why you structured the term of the note to be ten years, but project the weighted average cash flows for the assets originally transferred
to be less than five years.

 The loan was structured with a 10 year maturity to allow for the possibility of a slower
than projected pay down of the assets and, therefore, the loan.

•

 Tell us whether new assets acquired with proceeds from assets that mature or are sold from the original transfer serve as collateral for the
loan.

 The loan is secured by a charge over Protium’s assets1, which includes new assets that are acquired with the proceeds of
sales or maturities.

•

 Your disclosure on page 90 of your 2009 20-F indicates that Protium is obliged to pay principal and interest equal to the amount of available cash
generated by the fund after payment of fund expenses and certain payments to the fund’s partners. Please provide additional information about the specific fund expenses and describe the payments to the fund’s partners, both in dollar
amount and in terms of percentages of their original capital investment. Tell us why the transaction was structured this way, instead of just a normal loan contract with principal due at maturity.

The fund is an operating company that is, we understand, managed by approximately 80 employees at the present time. Its expenses include items such as
staff costs, property rentals and general administrative and operating expenses.

 The payments to the fund’s partners are described
above, in the summary of Protium’s capital structure. The loan was structured in this way to enable repayment to occur as cash became available, whilst appropriately incentivising the management team and providing a return to third party
investors.

•

 Tell us whether you serve as the servicer of the new assets as new assets are purchased with the proceeds from asset maturities or as sales take
place.

1
 Excluding cash and US Treasuries held as security for the A-Note holders.

 Page 3 of 8

 Mr M Seaman

 Securities and Exchange Commission

 Appendix

 Barclays is not involved in the servicing of Protium’s assets.

Initially, HomEq (a Barclays subsidiary until August 2010) serviced the large majority of the whole loans that were sold to Protium at inception (whole
loans made up $1.8bn of the total $12.3bn assets sold).

 However, two relevant events have occurred since inception:

•

 Protium decided to replace HomEq with a third party servicer. We understand that to ensure a smooth transition, the transfer of the servicing
arrangements occurred in stages from early 2010 with the final whole loan portfolios being transferred in early 2011; and

•

 Barclays sold HomEq to Ocwen Financial Corporation in August 2010.

•

 Tell us whether any of the fund management team is from Barclays.

The initial management team of 45 individuals were all ex-employees of Barclays who left as a consequence of the transaction. The business has since
grown and we understand now employs approximately 80 individuals. Of the approximately 35 new employees taken on since inception, four were recruited from Barclays.

•

 Tell us about any rights Barclays has over Protium. For example, tell us whether you have the ability to approve any plans or budgets or have
any veto rights over any major decisions; and

 Barclays does not have rights of the type referred to. Its only rights
are protective measures consistent with a secured loan of this nature.

 Barclays can accelerate the loan in certain prescribed circumstances,
all of which are outside of Barclays control. They include:

•

 an event of default on the loan;

•

 the occurrence of a Termination Event, being fraud, illegality, wilful misconduct or material breach;

•

 a breach of the ECI Guidelines2; and

•

 a requirement from the US Federal Reserve that Barclays terminate its relationship with Protium for Bank Holding Company Act purposes.

 If either of the principals within the fund management team were to leave, there would be a 60 day period in which to
renegotiate in good faith. If a mutually agreeable position was not agreed, Barclays loan would be subject to immediate repayment.

•

 Provide any additional background for the business purpose of this transaction, particularly in light of the fact that a portion of your
business is also to specialize in managing credit market assets and to maximize return from the assets.

2
 A detailed set of
guidelines that Protium needs to adhere to in order to avoid it establishing effectively connected income (“ECI”) of a US trade or business.

 Page 4 of 8

 Mr M Seaman

 Securities and Exchange Commission

 Appendix

 In the months prior to the transaction, Barclays objective was to reduce its credit market exposures
(and this remains true today). Therefore, it had no appetite for any additional investment in these asset classes. As such, Barclays could not offer the management team – at that time Barclays employees – an attractive long-term career
path. There was, therefore, a very significant risk that the team would leave, with the result that Barclays would no longer have the expertise necessary to manage these asset classes effectively.

The transaction had the following additional objectives:

•

 To enable the costs of asset management to be defrayed by enabling the team to take on management of third party assets. This was not possible whilst
they were employed by Barclays, since Barclays did not want additional exposure to these asset types;

•

 To deliver more stable risk-adjusted returns, consistent with the assets’ multi-year duration, their expected cash flow characteristics and our
view of the long term asset value. In this respect, our analysis demonstrated that the present value of the expected cash flows was significantly in excess of their fair value;

•

 To significantly change our exposure to legacy credit market assets, which had a poor market perception, thereby reducing our exposure to volatile fair
value movements; and

•

 To remove po