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Correspondence

 Barclays PLC

One Churchill Place

 London

E14 5HP

 Tel: 020 7116 1000

www.barclays.com

 18 February 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 10 February 2011, 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’). In addition, it provides responses to additional questions that you have raised with us by email subsequent to the Comment Letter, or during our
conference call of 14 February 2010.

 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 for 2009. 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.

 In relation to Protium, the Board of Barclays continues to take the view that the accounting treatment applied is that required by accounting standards and best reflects the substance of the transaction.
Prior to approval, the transaction was reviewed extensively and was subject to all appropriate governance processes. Accordingly, the Board and the relevant Board committees discussed and approved the transaction on the basis of its economic and
commercial merits. Additionally, the Board Audit Committee and the full Board considered the accounting treatment with the benefit of specialist internal and external advice. The Board satisfied themselves that the treatment was appropriate,
consistent with the commercial and economic rationale and reflected an arm’s length transaction to an independent entity that Barclays does not control.

 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.

 We strongly believe that Barclays has applied the appropriate accounting treatment, in accordance with IFRS
and in the context of our responsibility to ensure that the financial statements present a true and fair view of our results and financial position.

 We trust that the information provided in this letter responds adequately to the questions you have raised. We would be pleased to provide any further information to the extent you would find this
helpful.

Yours sincerely,

/s/ C.G. Lucas

C.G. Lucas

Group Finance Director

 cc

Wayne Carnall

Stephanie Hunsaker

David Irving

Sharon Blume

Eric Envall

(Securities and Exchange Commission)

George H White

John O’Connor

(Sullivan & Cromwell LLP)

Philip Rivett

Andrew Ratcliffe

(PricewaterhouseCoopers LLP, Barclays Audit Engagement Team)

Rob Enticott

(PricewaterhouseCoopers LLP, SEC Services)

 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. We note your response to prior comment 1 in our letter dated December 22, 2010. We do not agree with your conclusion that the opinions filed as
Exhibits 5.1 and 5.2 to your shelf registration statement satisfy the exhibit requirement applicable to a shelf registration statement on Form F-3 in the context of a medium-term note program. Accordingly, please file clean legal opinions in
connection with any takedowns from your shelf registration statement. Alternatively, you may amend your registration statement to file clean legal opinions that cover future takedowns. See Securities Act Compliance and Disclosure Interpretation
212.05 and Securities Act Forms Compliance and Disclosure Interpretation 118.02.

 We respectfully note your comment and position with
regard to our response to prior comment 1. We understand that other similarly situated registrants may be receiving similar comments. We believe it would be appropriate to respond to your comment after consulting with other
market participants so we can provide a response to you promptly that forms the means to resolve the comment on a common basis. We hope that this is acceptable to you and would be happy to discuss further.

Section 1. Business Review

Risk Management

 Credit Risk
Management

 Barclays Capital Credit Market Exposures

 2. We note your responses to prior comment 3 to our letter dated December 22, 2010 and prior comment 7 to our letter dated September 8, 2010 regarding the Protium transaction. Please respond
to the following additional comments:

 a. Your response indicates that the expected future cash flows significantly exceeds the asset
fair values as the asset fair values were significantly impacted by non-cash flow factors, such as market liquidity. Tell us who would absorb the majority of the variability in cash flows if the cash flows were actually less than the asset fair
values.

 In accordance with paragraph 22 of IAS 39, the comparison of relative exposures to variability required us to estimate the
expected future cash flows at the time the sale was transacted and then determine, and assign probabilities to, reasonable alternative upside and downside scenarios. Expected future cash flows were determined by reference to relevant internal cash
flow models, which are calibrated against market data and external research.

 At inception, Barclays was exposed to cash flow variability
below current asset fair values. However, our analysis of expected future cash flows ascribed a low probability to such scenarios, since market prices for these assets classes were heavily discounted at the time. Indeed, that analysis identified
expected future cash flows approximately $4bn greater than those required to repay our loan. Actual cash flows since the sale and subsequent expected cash flow analysis continues to support this assessment, i.e. that the majority of variability
resides with the B and C noteholders.

 Mr M Seaman

 Securities and Exchange Commission

 Appendix

 b. Your response indicates that 83% of the estimated
variability resided with the third party investors and fund management team, with 17% impacting on Barclays. However, the transfer of risks and rewards under IAS 39 is evaluated by comparing an entity’s exposure both before and after the
transfer. Thus, please provide your analysis that compares your variability in the cash flows both before and after the transfer pursuant to the guidance in par. 21 of IAS 39.

 Our analysis was conducted in accordance with paragraph 21 of IAS 39. Before the transaction, Barclays was exposed to 100% of the cash flow variability – post-sale, this had dropped to 17%. Third
parties had no exposure before the sale, increasing to 83% afterwards.

 We attach to this letter a summary of the variability analysis and
would be happy to explain to you the detailed model that supports this summary.

 c. Your response indicates that after the transfer,
Barclays maintains 17% of the estimated variability of the cash flows. We note that par. 21 of IAS 39 indicates that an entity has transferred substantially all the risks and rewards of ownership of a financial asset if its exposure to such
variability is no longer significant in relation to the total variability in the present value of the future net cash flows associated with the financial asset. Please provide your analysis supporting your conclusion that 17% of the estimated
variability is not significant.

 Barclays would generally view 90% of the cash flow variability of an asset as representing
“substantially all” of its risks and rewards, in line with our understanding of market practice in this area. As noted in the analysis referred to in our response to comment b above, Barclays neither transferred nor retained substantially
all of the risks and rewards of the sold assets (i.e., it transferred between 10% and 90% of the cash flow variability).

 In such
circumstances, derecognition is required (in accordance with paragraph 20(c) of IAS 39) when the transferor has not retained control of the relevant assets. In this context, control is the practical ability to sell the assets – Barclays has not
retained control of the assets.

 As noted in our response to comment b above, we have provided you with our analysis.

d. Tell us whether you believe a transferor that retains all of the risks of a transferred financial asset, but not all of the rewards, has retained
substantially all of the risks and rewards of ownership of a financial asset.

 IAS 39 requires an assessment of both risks and rewards. A
transferor that retains all of the risks of a transferred financial asset, but not all of the rewards, does not necessarily retain substantially all of the risks and rewards of ownership of a financial asset. Such analyses depend on facts and
circumstances and in any transaction the total variability of cashflows determines the overall assessment of risks and rewards. With regard to Protium, whilst Barclays is exposed to risk, being 17% of the cashflow variability of the assets, the B
and C note holders are exposed to 83% of the expected variability. As such, and as noted in our response to comment e below, Barclays has not retained substantially all of the risks and rewards of the assets sold in the Protium transaction.

 Mr M Seaman

 Securities and Exchange Commission

 Appendix

 e. Tell us whether you believe you have retained
substantially all of the risks of the assets transferred to Protium. Please ensure your response addresses the fact that only $520,000 of Notes issued by Protium rank junior to the Barclays loan.

Barclays did not retain substantially all of the risks of the sold assets. In a derecognition context, both risks and rewards are defined by reference to
expected cash flow variability. Risk is the possibility that an asset will generate lower cash flows than expected, rewards being the possibility that an asset will generate higher cash flows than expected. The relative exposure to the risks and
rewards of a transferred asset, as defined in paragraph 21 of IAS 39, is not affected by:

(i)
how much each party paid for their interest;

(ii)
asset fair value on the date of sale; or

(iii)
pre-transaction carrying amount or accounting treatment (i.e., fair value vs amortised cost).

 Whilst the invested capital for the B and C notes represents a small proportion of the total capital structure, the large majority of the variability in expected cash flows and, therefore, the risks and
rewards of the sold assets resides within the resulting interests – the management team’s performance-related fee (C notes) and the residual interest in the entity (B notes).

 This analysis is required by IFRS and market interpretation thereof. It is also consistent with the substance of the transaction. After the sale, Barclays’ interest in the assets was fundamentally
changed, becoming a LIBOR-based loan substantially over-collateralised from an expected cash flow perspective. Continued recognition would have resulted in a treatment whereby assets would be included on the balance sheet of an entity that cannot
control them and has relatively little exposure to their risks and rewards. We did not consider that this would have been appropriate.

 f.
Tell us why the interest rate on the Class A notes, which rank senior to the Barclays loan, is 27% per annum for the first five years and 7% thereafter, and only LIBOR + 2.75 (approximately 4%) for the Barclays loan.

As part of the negotiations between Barclays and the other investors, we had to satisfy ourselves that our return for the funding we provided was
appropriate for the risks to which we were exposed - based on the expected performance of Protium and where our loan was in the cash flow waterfall compared to other instruments.

 Once we were satisfied that the return on our funding was appropriate based on the risk to which we were exposed, our main objective was to negotiate fee arrangements with the management team that were
consistent with our objective of receiving full repayment of our loan.

 The expected excess cash flows in the structure were effectively
apportioned between the fund management team and the A and B noteholders through commercial negotiation with the affected parties. Once arm’s length, performance-related, fees had been agreed with the management team, the transaction was able
to support a level of interest more senior to Barclays loan (the A notes) as well as the more junior residual interest (B notes). The final terms were those negotiated with the relevant parties in this context.

 Mr M Seaman

 Securities and Exchange Commission

 Appendix

 g. Tell us the nature of the creditor rights held by
Barclays over activities that Protium may take with respect to the assets held. For example, tell us whether there are limits on the amount of loss that Protium can recognize on disposal of the asset (versus holding the asset) as well as any other
creditor rights that exist.

 Comparable with other lending arrangements, there are a number of protective rights (as outlined in our
letter to you of 31 January 2011) and there are also some limited restrictions over Protium’s activities, which are noted below:

•

 A limitation on the size of the AMA ($1bn);

•

 Concentration limits for AMA investments if the hurdle rate for C note distributions is not met after six years;

•

 A cash sweep that necessitates the paydown of the Barclays loan;

•

 Notification to Barclays of any equity investments, and the ability for Barclays to terminate early if holding the loan would result in a violation of
the US Bank Holding Company Act;

•

 Limitation on the exposure to loss that can be taken on when entering into particular hedging transactions.

There is no specified limit on the amount of loss that Protium can recognise on disposal of an asset versus holding the asset.

h. Your response indicates that limitations on the activities of Protium, for example size and concentration limits on the Actively Managed Account
(AMA), are not significant. Please provide further information regarding your conclusion that the limitations are not significant. As part of your response, please tell us the current balance on the AMA and tell us whether Protium has raised any
third party financing to further increase its activities.

 When considering such restrictions in an accounting context, their main
significance is in determining whether the additional guidance of SIC 12 ‘Consolidation – Special Purpose Entities’ is relevant. There is very significant discretion over how C12’s management operates Protium and a great variety
in the nature of the transactions it may enter into. Furthermore, at inception, Protium’s activities were managed by approximately 45 employees, with this rising to approximately 80 by the end of 2010.

In this context, we did not believe it appropriate to conclude that Protium was an entity “created to accompli