Pricing Supplement -- C-415 Commodity Subindicies Basket

Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.


Commodities	Bloomberg ticker symbol	Weight	Initial Level
S&P GSCI^® Sugar Index Excess Return, as described under “Description of the Reference Asset” in this pricing supplement.	SPGCSBP Index	1/10	26.48366
S&P GSCI^® Cocoa Index Excess Return, as described under “Description of the Reference Asset” in this pricing supplement.	SPGCCCP Index	1/10	8.25177
S&P GSCI^® Corn Index Excess Return, as described under “Description of the Reference Asset” in this pricing supplement.	SPGCCNP Index	1/10	13.71013
S&P GSCI^® Cotton Index Excess Return, as described under “Description of the Reference Asset” in this pricing supplement.	SPGCCTP Index	1/10	40.14533
S&P GSCI^® Lean Hogs Index Excess Return, as described under “Description of the Reference Asset” in this pricing supplement.	SPGCLHP Index	1/10	26.91772
S&P GSCI^® Gold Index Excess Return, as described under “Description of the Reference Asset” in this pricing supplement.	SPGCGCP Index	1/10	132.71210
S&P GSCI^® Natural Gas Index Excess Return, as described under “Description of the Reference Asset” in this pricing supplement.	SPGCNGP Index	1/10	0.32253
S&P GSCI^® Lead Index Excess Return, as described under “Description of the Reference Asset” in this pricing supplement.	SPGCILP Index	1/10	206.18820
S&P GSCI^® Nickel Index Excess Return, as described under “Description of the Reference Asset” in this pricing supplement	SPGCIKP Index	1/10	254.03310
S&P GSCI^® Zinc Index Excess Return, as described under “Description of the Reference Asset” in this pricing supplement	SPGCIZP Index	1/10	51.72351

Investing in the Notes involves a number of risks. See “Risk Factors” beginning on page S-6 of the prospectus supplement and “Selected Risk Considerations” beginning on page PS-10 of this pricing supplement.

The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.

We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement in market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market resale transaction.

The Notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities of Barclays Bank PLC and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.

You should read this pricing supplement together with the prospectus dated August 31, 2010, as supplemented by the prospectus supplement dated May 27, 2011 relating to our Global Medium-Term Notes, Series A, of which these Notes are a part. This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth under “Risk Factors” in the prospectus supplement and the index supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Our SEC file number is 1-10257. As used in this pricing supplement, the “Company,” “we,” “us,” or “our” refers to Barclays Bank PLC.

The examples set forth below are provided for illustrative purposes only. The terms in the tables and examples below are purely hypothetical and do not relate to any actual Initial Level, Final Level, Commodity Performance or Commodity Return of any of the Basket Components. The hypothetical terms do not represent the terms of an actual Note. The examples are hypothetical and do not purport to be representative of every possible scenario concerning increases or decreases in the closing level of any Basket Component on any Coupon Observation Date relative to its closing level on the Basket Initial Valuation Date. We cannot predict the Commodity Performance of any of the Basket Components.

The following examples illustrate the potential total return over the term of the Notes based upon an initial investment of $1,000, and assume that the settlement prices of the Basket Components are as indicated. The numbers appearing in the following tables and examples have been rounded for ease of analysis. The examples also assume a Return Cap of 7.50%, a Supplemental Percentage of 0.25% and a Return Floor of -25.00%.

The following examples assume the Notes are held until the Maturity Date, no market disruption event has occurred or is continuing on any Coupon Observation Date and that no change has occurred that affects the Basket Components or the manner or methodology in which the Basket Components are calculated.

Example 1: In this case, as of each Coupon Observation Date, the Final Levels of some Basket Components have decreased from the Initial Levels, while the Final Levels of some of the Basket Components have increased. In certain years, the Commodity Returns of some Basket Components have exceeded the Return Cap or have fallen below the Return Floor.

On the Coupon Observation Date in year one, the Commodity Returns of all Basket Components were less than the Return Floor resulting in a Commodity Performance for each Basket Component equal to the Return Floor. Because the arithmetic average of the Commodity Performances in year one is less than the Minimum Coupon Percentage of 0%, the Coupon Rate for year one will be equal to the Supplemental Coupon Percentage and the Coupon Payment will be $2.50.

On the Coupon Observation Dates in year two, the Commodity Returns of the Basket Components were less than zero but greater than the Return Floor thereby resulting in a Commodity Performance equal to the corresponding Commodity Return for each such Basket Components. Because the arithmetic average of the Commodity Performances in year two is less than the Minimum Coupon Percentage of 0%, the Coupon Rate for year two will be equal to the Supplemental Coupon Percentage and the Coupon Payment will be $2.50.

On the Coupon Observation Dates in year three, the Commodity Returns of each of the Basket Components were equal to or greater than 0%, resulting in a Commodity Performance for each Basket Component equal to the Return Cap. Because the Commodity Performance of each Basket Component is equal to the Return Cap as of each Coupon Observation Date, the Coupon Rate in year three is equal to the sum of the Supplemental Coupon Percentage and the Return Cap. The Coupon Payment is calculated as follows:

Year Three: ($1,000 × (Return Cap + Supplemental Coupon Percentage)) = ($1,000 × (7.50% + 0.25%)) = $77.50

On the Coupon Observation Date in year four: (i) the Commodity Returns of some Basket Components were equal to or greater than 0% thereby resulting in an Commodity Performance equal to the Return Cap for each such Basket Component; and (ii) the Commodity Returns of some Basket Components were less than 0% but greater than the Return Floor thereby resulting in a Commodity Performance equal to the corresponding Commodity Return for each such Basket Component. The Coupon Rate for year four will be equal to the average Commodity Performance (subject to the Return Cap with respect to Basket Components with a Commodity Return that equals or exceeds 0%) in respect of such year, plus the Supplemental Coupon Percentage. Accordingly, the Coupon Payments for year four will be calculated per $1,000 principal amount of Notes as follows:

Year Four: ($1,000 × (average Commodity Performance + Supplemental Coupon Percentage) = ($1,000 × 2.30% + 0.25%) = $25.50

Therefore, the sum of the Coupon Payments on the Notes is $108.00 per $1,000 principal amount of Notes.

Example 2: In this case, as of each Coupon Observation Date, the Final Level of each Basket Component has decreased from the Initial Level and the average Commodity Performance is less than zero.

On the Coupon Observation Dates of each year, the Commodity Returns of all of the Basket Components were less than 0% and in some cases less than the Return Floor, resulting in a Commodity Performance for each Basket Component that is less than 0%. Because the average Commodity Performance for each Coupon Observation Date is less than the Minimum Coupon Percentage of 0% and the Coupon Rate may not be less than the Minimum Coupon Percentage, the Coupon Rate will be equal to the Supplemental Coupon Percentage on each Coupon Payment Date. Therefore, the Payment at Maturity would be $1,010 and the total return on the Notes would be limited to the Supplemental Coupon Percentage of 0.25% over the term of the Notes.

Example 3: In this case, as of each Coupon Observation Date, the Final Level of each Basket Component has increased from the Initial Level of each Basket Component resulting in a Commodity Performance for each Basket Component that is equal to the Return Cap.

Because the Commodity Performance of each Basket Component is equal to the Return Cap as of each Coupon Observation Date, the Coupon Payment on each Coupon Payment Date is equal to (a) the principal amount of the Notes multiplied by (b) the Return Cap plus the Supplemental Coupon Percentage, calculated as follows:

($1,000 × (the Return Cap + Supplemental Coupon Percentage)) = ($1,000 × (7.50% + 0.25%)) = $77.50

Therefore, the Coupon Payment per $1,000 principal amount Notes on each Coupon Observation Date would be $77.50 on each Coupon Payment Date and the sum of the Coupon Payments on the Notes would be $310.00, representing a 7.75% annual return on investment over the term of the Notes and the maximum return on the Notes.

The foregoing example illustrates that you will not benefit from a positive Commodity Return to the extent that such Commodity Return exceeds the Return Cap. If with respect to a Basket Component the Commodity Return is equal to or greater than 0%, the Commodity Performance with respect to such Basket Component will be equal to the Return Cap. If the Commodity Return exceeds the Return Cap, the Basket Component will be deemed to have a Commodity Performance of 7.75% for purposes of calculating Coupon Rate and determining the Coupon Payment on the relevant Coupon Payment Date. As a result, the maximum sum of annual Coupon Payments that you can receive for each $1,000 principal amount is $310.00 ($77.50 per year), which represents a 7.75% annual return (including the Supplemental Coupon Percentage), regardless of the extent of any appreciation in the level of the Basket Components over the life of the Notes.

Market Disruption Events and Adjustments—The calculation agent may adjust any variable described in this pricing supplement, including but not limited to the coupon observation dates, the Coupon Payment dates, the maturity date, the payment at maturity and the closing levels of the Basket Components on any coupon observation date are subject to adjustment as described in the following sections of the prospectus supplement:

The tax treatment of your Notes depends in part upon whether it is reasonably expected that the interest paid on the Notes during the first half of the Notes’ term will be significantly greater or less than the interest paid on the Notes during the second half of the Notes’ term (“Front or Back Loaded”). We do not expect interest on the Notes to be Front or Back Loaded and we intend to report payments on the Notes in accordance with this position. This determination is made solely for tax purposes based on currently available objective economic information and is not a prediction or guarantee of the timing or amount of the payments on your Notes. In the opinion of our special tax counsel, Sullivan & Cromwell LLP, assuming the Issuer’s position that interest on the Notes is not expected to be Front or Back Loaded is respected, it would be reasonable to treat your Notes as debt instruments subject to the rules applicable to variable rate debt instruments. This opinion assumes that the description of the terms of the Notes in this pricing supplement is materially correct. Except as otherwise noted, the discussion below assumes that the Notes will be treated as variable rate debt instruments.

If your Notes are treated as variable rate debt instruments, you will generally be taxed on any interest on the Notes as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes. If you sell or exchange your Notes prior to maturity, you should generally recognize gain or loss, which should generally be capital gain or loss except to the extent that such gain or loss is attributable to accrued but unpaid interest. However, because the amount of interest, if any, that might be paid with respect to the Notes is not determined until the Coupon Observation Date, it is not clear how much interest, if any, a holder that sells a Note on a day other than a Coupon Observation Date should treat as accrued but unpaid interest. You should consult your tax advisor regarding the determination of the accrued interest on your Notes if you sell your Notes.

Additionally, if you purchase your Notes for an amount that differs from the principal amount of the Notes, you may be subject to special tax rules as described in “Certain U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes—Market Discount and Premium.” These rules are complex and therefore individuals are urged to consult their tax advisors regarding these rules.

Alternative Treatments. Because the application of the variable rate debt instrument rules to the Notes is not entirely clear and because the Internal Revenue Service could disagree with the Issuer’s determination that interest on the Notes is not reasonably expected to be Front or Back Loaded, it is possible that the Internal Revenue Service could assert that the Notes should be treated as debt instruments subject to special rules governing contingent payment debt instruments for U.S. federal income tax purposes. If the Notes are treated as contingent payment debt instruments, you generally would be required to accrue interest on a current basis in respect of the Notes over their term based on the comparable yield and projected payment schedule for the Notes and pay tax accordingly, even though these amounts may exceed the payments that are made annually on the Notes. This comparable yield and projected payment schedule are determined solely to calculate the amount on which you will be taxed prior to maturity and are neither a prediction nor a guarantee of what the actual yield and actual payments on the Notes will be. You would also be required to make adjustments to your accruals if the actual amounts that you receive in any taxable year differ from the amounts shown on the projected payment schedule. In addition, any gain you may recognize on the sale or maturity of the Notes would be taxed as ordinary interest income and any loss you may recognize on the sale or maturity of the Notes would generally be ordinary loss to the extent of the interest you previously included as income without an offsetting negative adjustment and thereafter would be capital loss. You should consult your tax advisor as to the special rules that govern contingent payment debt instruments.

For a further discussion of the variable rate debt instrument rules, please see the discussion under the heading “Certain U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes—Variable Rate Debt Instruments” in the accompanying prospectus supplement. For a further discussion of the contingent payment debt instrument rules, please see the section titled “Certain U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes—Contingent Payment Debt Instruments” in the accompanying prospectus supplement.

“Specified Foreign Financial Asset” Reporting. Under legislation enacted in 2010, owners of “specified foreign financial assets” with an aggregate value in excess of $50,000 (and in some circumstances, a higher threshold) may be required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” generally include any financial accounts maintained by foreign financial institutions (which would include debt of a foreign financial institution that is not regularly traded on an established securities market, and accordingly may include your Notes) as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. The Internal Revenue Service has issued guidance exempting “specified foreign financial assets” held in a financial account from reporting under this provision (although the financial account itself, if maintained by a foreign financial institution, may remain subject to this reporting requirement). Holders are urged to consult their tax advisors regarding the application of this legislation to their ownership of the Notes.

Non-U.S. Holders. Barclays currently does not withhold on payments treated as interest to non-U.S. holders in respect of instruments such as the Notes. However, if Barclays determines that there is a material risk that it will be required to withhold on any such payments, Barclays may withhold on any payments treated as interest at a 30% rate, unless you have provided to Barclays an appropriate and valid Internal Revenue Service Form W-8. In addition, non-U.S. holders will be subject to the general rules regarding information reporting and backup withholding as described under the heading “Certain U.S. Federal Income Tax Considerations—Information Reporting and Backup Withholding” in the accompanying prospectus supplement.

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Basket Components. These risks are explained in more detail in the “Risk Factors” section of the prospectus supplement, including but not limited to the risk factors discussed under the following headings:

Among other things, the legislation requires that most over-the-counter transactions be executed on organized exchanges or facilities and be cleared through regulated clearing houses, and requires registration of, and imposes regulations on, swap dealers and major swap participants. The legislation also authorizes the CFTC to adopt rules with respect to the establishment of limits on futures positions that are not entered into or maintained for “bona fide” hedging purposes, as defined in the legislation. The legislation also requires the CFTC to apply its position limits on physical commodities across the futures positions held by a market participant on any exchange or trading facility, together with its positions in swaps that are “economically equivalent” to the specified exchange-traded futures that are subject to the position limits. The enactment of the legislation, and the CFTC’s adoption of rules on position limits, which have been adopted but have not yet become effective, could limit the extent to which entities can enter into transactions in exchange-traded futures contracts as well as related swaps and could make participation in the markets more burdensome and expensive. Any such limitations could

Moreover, the prices of many of the commodities, particularly energy and agricultural commodities, reached historically high levels in 2009. Since reaching such highs, prices have fallen precipitously, to approximately 25% of their historic highs, in some cases, and prices have experienced unprecedented volatility since that time. In the case of many commodities, recent prices have also risen substantially, although they have not reached their historically high levels. There is no assurance that prices will again reach their historically high levels or that volatility will subside. It is possible that lower prices, or increased volatility, will adversely affect the performance of Basket Components and, as a result, the market value of the Notes.

These factors interrelate in complex ways, and the effect of one factor on the price of the Basket Components, and the market value of the Notes linked to the Basket Components, may offset or enhance the effect of another factor.

The Basket Components are sub-indices of the S&P GSCI. Disclosure in this section relating to the methodology for compiling the S&P GSCI set forth under “The S&P GSCI^® Index” accordingly relates as well to the methodology of compiling each Basket Component. The section, “—The Basket Components” describe the features of the any of the Basket Components that differ from the S&P GSCI.

The S&P GSCI Spot Index (the “S&P GSCI”) is an index on a production-weighted basket of futures contracts on physical commodities traded on trading facilities in countries that are members of the Organization for Economic Cooperation and Development (“OECD”). The S&P GSCI is designed to be a measure of the performance over time of the markets for these commodities. The only commodities represented in the S&P GSCI are those physical commodities on which active and liquid contracts are traded on trading facilities in countries that are members of the OECD. The commodities represented in the S&P GSCI are weighted, on a production basis, to reflect their relative significance (in the view of S&P, in consultation with the Index Committee, which is described below) to the world economy. The fluctuations in the value of the S&P GSCI are intended generally to correlate with changes in the prices of such physical commodities in global markets. The value of the S&P GSCI has been normalized such that its hypothetical level on January 2, 1970 was 100.

The contracts to be included in the S&P GSCI at any given time must satisfy several sets of eligibility criteria established by S&P. First, S&P identifies those contracts that meet the general criteria for eligibility. Second, the contract volume and weight requirements are applied and the number of contracts is determined, which serves to reduce the list of eligible contracts. At that point, the list of designated contracts for the relevant period is complete. The composition of the S&P GSCI is also reviewed on a monthly basis by S&P.

Set forth below is a summary of the composition of and the methodology used to calculate the S&P GSCI. The methodology for determining the composition and weighting of the S&P GSCI and for calculating its value is subject to modification in a manner consistent with the purposes of the S&P GSCI. S&P makes the official calculations of the S&P GSCI.

The S&P GSCI^® Excess Return is reported by Bloomberg under the ticker symbol “SPGSCIP<Index>”. Although the following discussion is largely framed in terms of the S&P GSCI it is, except as otherwise noted, equally applicable to the related S&P GSCI^® Excess Return. The S&P GSCI^® Spot Return is reported by Bloomberg under the ticker symbol SPGSCI<Index>”.

S&P has established an index committee (the “Index Committee”) to oversee the daily management and operations of the S&P GSCI, and is responsible for all analytical methods and calculation in the indices. At each meeting, the Index Committee reviews any issues that may affect the components of the S&P GSCI, statistics comparing its composition to the market, commodities being considered for addition and any significant market events. In addition, the Index Committee may revise index policy covering rules for selecting commodities, or other matters. S&P considers information about changes to the indices and related matters to be potentially market moving and material. Therefore, all Index Committee discussions are confidential.

S&P has also established an index advisory panel (the “Index Advisory Panel”) to assist it in connection with the operation of the S&P GSCI. The Index Advisory Panel meets on an annual basis and at other times at the request of the Index Committee. The principal purpose of the Index Advisory Panel is to advise the Index Committee with respect to, among other things, the calculation of the S&P GSCI, the effectiveness of the S&P GSCI as a measure of commodity futures market performance and the need for changes in the composition or methodology of the S&P GSCI. The Index Advisory Panel acts solely in an advisory and consultative capacity; all decisions with respect to the composition, calculation and operation of the S&P GSCI are made by the Index Committee. Certain of the members of the Index Advisory Panel may be affiliated with clients of S&P. Also, certain of the members of the Index Advisory Panel may be affiliated with entities which from time to time may have investments linked to the S&P GSCI, either through transactions in the contracts included in the S&P GSCI, futures contracts on the S&P GSCI or derivative products linked to the S&P GSCI.

In order to be included in the S&P GSCI, a contract must satisfy the following eligibility criteria:

The quantity of each of the contracts included in the S&P GSCI is determined on the basis of a five-year average (referred to as the “world production average”) of the production quantity of the underlying commodity as published by sources of information determined by S&P, including the United Nations Statistical Yearbook, the United Nations Industrial Commodity Statistics Yearbook and other official sources. However, if a commodity is primarily a regional commodity, based on its production, use, pricing, transportation or other factors, S&P may calculate the weight of such commodity based on regional, rather than world, production data.

The five-year moving average is updated annually for each commodity included in the S&P GSCI, based on the most recent five-year period (ending approximately one-and-one-half years prior to the date of calculation and moving backwards) for which complete data for all commodities is available. The contract production weights (“CPWs”) used in calculating the S&P GSCI are derived from world or regional production averages, as applicable, of the relevant commodities, and are calculated based on the total quantity traded for the relevant contract and the world or regional production average, as applicable, of the underlying commodity.

However, if the volume of trading in the relevant contract, as a multiple of the production levels of the commodity, is below specified thresholds, the CPW of the contract is reduced until the threshold is satisfied. This is designed to ensure that trading in each such contract is sufficiently liquid relative to the production of the commodity.

In addition, S&P performs this calculation on a monthly basis and, if the multiple of any contract is below the prescribed threshold, the composition of the S&P GSCI is reevaluated, based on the criteria and weighting procedure described above. This procedure is undertaken to allow the S&P GSCI to shift from contracts that have lost substantial liquidity into more liquid contracts during the course of a given year. As a result, it is possible that the composition or weighting of the S&P GSCI will change on one or more of these monthly valuation dates. In addition, regardless of whether any changes have occurred during the year, S&P reevaluates the composition of the S&P GSCI at the conclusion of each year, based on the above criteria. Other commodities that satisfy such criteria, if any, will be added to the S&P GSCI. Commodities included in the S&P GSCI which no longer satisfy such criteria, if any, will be deleted.

S&P also determines whether modifications in the selection criteria or the methodology for determining the composition and weights of and for calculating the S&P GSCI are necessary or appropriate in order to assure that the S&P GSCI represents a measure of commodity market performance and to preserve and enhance S&P GSCI’s tradability. S&P has the discretion to make any such modifications. We do not have any obligation to notify you if S&P changes the composition of the S&P GSCI, the methodology of calculating the value of the S&P GSCI or any other policies of S&P relevant to the S&P GSCI.

The following table illustrates the changes in the year-end percentage dollar weights of each subsector included in the S&P GSCI from December 31, 1991 until December 31, 2011:

Because the S&P GSCI is comprised of actively traded contracts with scheduled expirations, it can only be calculated by reference to the prices of contracts for specified expiration, delivery or settlement periods, referred to as “contract expirations”. The contract expirations included in the S&P GSCI for each commodity during a given year are designated by S&P, provided that each such contract must be an “active contract”. An “active contract” for this purpose is a liquid, actively traded contract expiration, as defined or identified by the relevant trading facility or, if no such definition or identification is provided by the relevant trading facility, as defined by standard custom and practice in the industry. The relative liquidity of the various active contracts is one of the factors that may be taken into consideration in determining which of them S&P includes in the S&P GSCI.

If a trading facility deletes one or more contract expirations, the S&P GSCI will be calculated during the remainder of the year in which such deletion occurs on the basis of the remaining contract expirations designated by S&P. If a trading facility ceases trading in all contract expirations relating to a particular contract, S&P may designate a replacement contract on the commodity. The replacement contract must satisfy the eligibility criteria for inclusion in the S&P GSCI. To the extent practicable, the replacement will be effected during the next monthly review of the composition of the S&P GSCI. If that timing is not practicable, S&P will determine the date of the replacement and will consider a number of factors, including the differences between the existing contract and the replacement contract with respect to contractual specifications, contract expirations and other matters.

The value of the S&P GSCI on any given day is equal to the total dollar weight of the S&P GSCI divided by a normalizing constant that assures the continuity of the S&P GSCI over time. The total dollar weights of the S&P GSCI is the sum of the dollar weight of each of the components of the S&P GSCI. The dollar weight of each such Index Component on any S&P GSCI business day is equal to:

The daily contract reference price used in calculating the dollar weight of each component of the S&P GSCI on any given day is the most recent daily contract reference price made available by the relevant trading facility, except that if the exchange is closed or otherwise fails to publish a daily contract reference price on that day or if the trading facility fails to make a daily contract reference price available or publishes a daily contract reference price that, in the reasonable judgment of S&P, reflects manifest error, the relevant calculation will be delayed until the price is made available or corrected. However, if the price is not made available or corrected by 4:00 p.m., New York City time, S&P, if it deems such action to be appropriate under the circumstances, will determine the appropriate daily contract reference price for the applicable futures contract in its reasonable judgment for purposes of the relevant S&P GSCI Index calculation. The initial value of the S&P GSCI was normalized such that its hypothetical level on January 2, 1970 was 100.

The “roll weight” of a commodity reflects the fact that the positions in futures contracts must be liquidated or rolled forward into more distant contract expirations as they approach expiration. If actual positions in the relevant markets were rolled forward, the roll would likely need to take place over a period of days. Since the S&P GSCI is designed to replicate the performance of actual investments in the underlying contracts, the rolling process incorporated in the S&P GSCI takes place over a number of business days during each month (referred to as a “roll period”). On each day of the roll period, the “roll weights” of the current contract expirations and the next contract expiration (the next contract as designated by the index rules) into which it is rolled are adjusted, so that the hypothetical position in the contract on the commodity that is included in the index is gradually shifted from the current contract expiration to the next contract expiration (the next contract as so designated). The roll period applicable to the S&P GSCI occurs from the fifth to ninth S&P GSCI business days of each month which are days on which the indices are calculated, as determined by NYSE Euronext Holiday & Hours schedule.

If on any day during a roll period any of the following conditions exists, the portion of the roll that would have taken place on that day is deferred until the next day on which such conditions do not exist:

As the Basket Components are each sub-indices of the S&P GSCI^® Excess Return Index, disclosure above under “The S&P GSCI” relating to the methodology for compiling the S&P GSCI^® Excess Return Index accordingly relates as well to the methodology of compiling the Basket Components. The Basket Components are calculated in the same manner as the S&P GSCI^® Excess Return Index, except that (i) the daily contract reference prices, CPWs and “roll weights” used in performing such calculations are limited to those of the commodities included in the applicable Basket Component and (ii) the Basket Components have separate normalizing constants. The dollar weights and daily contract reference prices used in calculating each such normalizing constants are limited to those of the designated contracts included in the applicable Basket Component.

The table below sets forth each of the S&P GSCI™ sub-indices that constitute the Basket Components, as well as the underlying commodity, the name of the futures contract on the underlying commodity and the exchange on which the relevant futures contract trades. The delivery month associated with each of the contracts included in the Basket Components changes each month because the contract included in each Basket Component at any given time is currently required to be the contract with the closest expiration date (the “front-month contract”). Each Basket Component incorporates a methodology for rolling into the contract with the next closest expiration date (the “next-month contract”) each month. Each Basket Component gradually reduces the weighting of the front-month contract and increases the weighting of the next-month contract over a five business day period commencing on the fifth business day of the month, so that on the first day of the roll-over the front-month contract represents 80% and the next-month contract represents 20% of the index, and on the fifth day of the roll-over period (i.e., the ninth business day of the month) the next-month contract represents 100% of the index. Over time, this monthly roll-over leads to the inclusion of many different individual contracts in each Basket Component. The commodities industry utilizes single-component indices because the purpose of a commodities index is generally to reflect the current market price of the Index Components by including the front-month futures contract with respect to each component, necessitating a continuous monthly roll-over to a new front-month contract. As the underlying commodity is not

static but rather is represented by constantly changing contracts, a single commodity index actually contains a changing series of individual contracts and is regarded by commodities industry professionals as a valuable tool in tracking the change in the value of the underlying commodity over time.

Each Basket Component incorporates the returns of those contracts in the S&P GSCI™ that comprise the Basket Component and the discount or premium obtained by rolling hypothetical positions in those contracts forward as they approach delivery. The level of any Basket Component on any S&P GSCI™ business day is equal to the product of (1) the level of such Basket Component on the immediately preceding S&P GSCI™ business day multiplied by (2) one plus the contract daily return. The contract daily return on any given day is equal to the sum, for each of the commodities included in any Basket Component, of the applicable daily contract reference price on the relevant contract multiplied by the appropriate contract production weight and the appropriate roll weight, divided by the total dollar weight of the relevant Basket Component on the preceding day, minus one. The daily contract reference price is the price of the relevant contract that is used as a reference or benchmark by market participants. The contract production weight is calculated based on the total quantity traded for the relevant contract as compared to the world or regional production average, as applicable, of the underlying commodity. The roll weight of a commodity reflects the adjustments necessary because positions in futures contracts must be liquidated or rolled forward into more distant contract expirations as they approach expiration.

The Notes are not sponsored, endorsed, sold or promoted by Standard & Poor’s Financial Services LLC (“S&P”). S&P does not make any representation or warranty, express or implied, to the owners of the Notes or any member of the public regarding the advisability of investing in the Notes or the ability of the S&P GSCI or any of its sub-indices to track general stock market performance.

S&P’s only relationship to Barclays Bank PLC is the licensing of certain trademarks and trade names of S&P and of the Basket Components, which are determined, composed and calculated by S&P without regard to Barclays Bank PLC or the Notes. S&P has no obligation to take the needs of Barclays Bank PLC or the owners of the Notes into consideration in determining, composing or calculating the Basket Components. S&P is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Notes to be issued or in the determination or calculation of the equation by which the Notes are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Notes.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE BASKET COMPONENTS OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR

INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY BARCLAYS BANK PLC, OWNERS OF THE NOTES OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BASKET COMPONENTS OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BASKET COMPONENTS OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

S&P GSCI^®, S&P GSCI^® Index, S&P GSCI^® Total Return Index, S&P GSCI^® Sugar Index Excess Return, the S&P GSCI^® Cocoa Index Excess Return, the S&P GSCI^® Corn Index Excess Return, the S&P GSCI^® Cotton Index Excess Return, the S&P GSCI^® Lean Hogs Index Excess Return, the S&P GSCI^® Gold Index Excess Return, the S&P GSCI^® Natural Gas Index Excess Return, the S&P GSCI^® Lead Index Excess Return, the S&P GSCI^® Nickel Index Excess Return and the S&P GSCI^® Zinc Index Excess Return and S&P GSCI^® Commodity Index are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Barclays Bank PLC.

We have derived substantially all of the information contained in preliminary terms regarding the S&P GSCI and the Basket Components (the “Indices”) including, without limitation, its make up, its method of calculation and changes in its components and its historical closing values, from publicly available information. Such information reflects the policies of, and is subject to change by, the sponsor(s) or publisher of the Indices. The Indices are developed, calculated and maintained by their sponsor(s) and/or publisher. In connection with the offering of the Notes, neither we nor any of our agents have participated in the preparation of the information described in the preceding paragraphs or made any due diligence inquiry with respect to the Indices or the sponsors or publishers of the Indices. Neither we nor any of our agents makes any representation or warranty as to the accuracy or completeness of such information or any other publicly available information regarding the Indices or any of the sponsors or publishers of the Indices. Furthermore, we cannot give any assurance that all events occurring prior to the date of this pricing supplement (including events that would affect the accuracy or completeness of the publicly available information described in the preceding paragraphs) that would affect the levels of the Indices (and therefore the initial levels of the Basket Components at the time we price the Notes) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the sponsor of the Indices could affect the payments at maturity, the Coupon Payments or any other amounts payable on your Notes, and therefore the market value of the Notes in the secondary market, if any.

The following graphs set forth the historical performance of the Basket Components based on the closing levels from January 3, 2003 through May 24, 2012 in respect of the S&P GSCI^® Sugar Index Excess Return, the S&P GSCI^® Cocoa Index Excess Return, the S&P GSCI^® Corn Index Excess Return, the S&P GSCI^® Cotton Index Excess Return, the S&P GSCI^® Lean Hogs Index Excess Return, the S&P GSCI^® Gold Index Excess Return, the S&P GSCI^® Natural Gas Index Excess Return, the S&P GSCI^® Nickel Index Excess Return, the S&P GSCI^® Lead Index Excess Return and the S&P GSCI^® Zinc Index Excess Return. The closing levels on May 24, 2012, for historical purposes only, were 26.48366 in respect of the S&P GSCI Sugar Index Excess Return, 26.91772 in respect of the S&P GSCI^® Lean Hogs Index Excess Return, 8.25177 in respect of the S&P GSCI^® Cocoa Index Excess Return, 13.71013 respect of the S&P GSCI^® Corn Index Excess Return, 40.14533 in respect of the S&P GSCI^® Cotton Index Excess Return, 132.71210 in respect of the S&P GSCI^® Gold Index Excess Return, 0.32253 in respect of the S&P GSCI^® Natural Gas Index Excess Return, 206.18820 in respect of the S&P GSCI^® Lead Index Excess Return, 254.03310 in respect of the S&P GSCI^® Nickel Index Excess Return and 51.72351 in respect of the S&P GSCI^® Zinc Index Excess Return.

We obtained the closing levels, as applicable, of the Basket Components below from Bloomberg, L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. The historical levels of the Basket Components should not be taken as an indication of future performance, and no assurance can be given as to the levels of the Basket Components on any day during the term of the Notes, including the Basket Final Valuation Date. We cannot give you assurance that the performance of the Basket Components will result in the return of any of your initial investment.

We have agreed to sell to Barclays Capital Inc. (the “Agent”), and the Agent has agreed to purchase from us, the principal amount of the Notes, and at the price, specified on the cover of this pricing supplement. The Agent is committed to take and pay for all of the Notes, if any are taken.


*Title of Each Class of Securities Offered*	*Maximum Aggregate Offering Price*	*Amount of Registration Fee(1)*
Global Medium-Term Notes, Series A	$2,500,000	$286.50


Issuer:		Barclays Bank PLC

Basket Initial Valuation Date:		May 24, 2012

Issue Date:		May 30, 2012

Basket Final Valuation Date**:		May 24, 2016*

Maturity Date:		May 27, 2016*

Denominations:		Minimum denominations of $1,000, and integral multiples of $1,000 in excess thereof

Reference Asset:		A basket comprised of the following commodity indices (each a “Basket Component”, and together, the “Basket Components”) in weighted allocations:


Coupon Observation Dates**:		May 24, 2013, May 26, 2014, May 25, 2015 and May 24, 2016 (the “Final Coupon Observation Date”), subject to the modified following business day convention.

Coupon Payment Dates:		The third business day after each Coupon Observation Date, provided that the final Coupon Payment Date shall be the Maturity Date.

Coupon Rate:		The Coupon Rate for each Coupon Payment Date will be a percentage equal to the sum of (i) the Supplemental Coupon Percentage and (ii) the greater of (a) the arithmetic average of the Commodity Performances of the Basket Components on the applicable Coupon Observation Date, and (b) the Minimum Coupon Percentage.

Return Cap:		7.50%

Return Floor:		-25%

Minimum Coupon Percentage:		0%

Supplemental Coupon Percentage:		0.25%

Coupon Payment:		The Coupon Payment per $1,000 principal amount of your Notes payable on each Coupon Payment Date will equal $1,000 x Coupon Rate.

Payment at Maturity:		At maturity, you will receive the principal amount of your Notes (plus the final Coupon Payment, if any). Your principal is protected only if you hold the Notes to maturity. Any payment on the Notes, including any Coupon Payments or any repayment of principal, is subject to the creditworthiness of the Issuer and is not guaranteed by any third party. For a description of risks with respect to the ability of Barclays Bank PLC to satisfy its obligations as they come due, see “Credit of Issuer” in this pricing supplement.

Commodity Performance:		On each Coupon Observation Date, the Commodity Performance for each Basket Component will be a percentage determined as follows: (1) if the Commodity Return on such day is greater than or equal to 0%, the Return Cap; (2) if the Commodity Return on such day is less than 0% but is greater than the Return Floor, the Commodity Return; or (3) if the Commodity Return on such day is less than or equal to the Return Floor, the Return Floor.

Commodity Return:		On each Coupon Observation Date, the performance of each Basket Component from the Initial Level to the Final Level, expressed as a percentage and calculated as follows: Final Level – Initial Level Initial Level

Initial Level:		With respect to each Basket Component, the Initial Level is the closing level of the Basket Component on the Basket Initial Valuation Date. The Initial Level for each Basket Component is set forth in the table above under “Reference Asset.”

Final Level:		With respect to each Basket Component, the Final Level will equal the closing level of Basket Component on the applicable Coupon Observation Date.

Calculation Agent:		Barclays Bank PLC

CUSIP/ISIN:		06738K4M0 / US06738K4M09


	Price to Public	Agent’s Commission‡‡	Proceeds to Barclays Bank PLC
Per Note	100%	4.00%	96.00%
Total	$2,500,000	$100,000	$2,400,000


Basket Components	Initial Level	Final Level
Basket Components	Basket Initial Valuation Date	Coupon Observation Date 1	Coupon Observation Date 2	Coupon Observation Date 3	Coupon Observation Date 4
S&P GSCI^® Sugar Index Excess Return	26.48366	19.06824	26.28503	26.35124	26.21882
S&P GSCI^® Lean Hogs Index Excess Return	26.91772	19.38076	26.11019	26.24478	25.57183
S&P GSCI^® Cocoa Index Excess Return	8.25177	5.94127	8.02484	8.12799	8.00421
S&P GSCI^® Corn Index Excess Return	13.71013	9.87129	13.43593	13.43593	13.16172
S&P GSCI^® Cotton Index Excess Return	40.14533	28.90464	38.13806	39.74388	39.34242
S&P GSCI^® Gold Index Excess Return	132.71210	95.55271	131.05320	128.73074	124.74937
S&P GSCI^® Natural Gas Index Excess Return	0.32253	0.23222	0.31608	0.31124	0.29996
S&P GSCI^® Lead Index Excess Return	206.18820	148.45550	190.72409	198.97161	191.75503
S&P GSCI^® Nickel Index Excess Return	254.03310	182.90383	253.39802	250.22260	246.41211
S&P GSCI^® Zinc Index Excess Return	51.72351	37.24093	49.93905	50.94766	50.17180



Basket Components	Initial Level	Commodity Performance (maximum set at the Return Cap; minimum set at the Return Floor). Average Commodity Performance is subject to the Minimum Coupon Percentage.
Basket Components	Basket Initial Valuation Date	Coupon Observation Date 1	Coupon Observation Date 2	Coupon Observation Date 3	Coupon Observation Date 4
S&P GSCI^® Sugar Index Excess Return	26.48366	-25.00%	-0.75%	-0.50%	-1.00%
S&P GSCI^® Lean Hogs Index Excess Return	26.91772	-25.00%	-3.00%	-2.50%	-5.00%
S&P GSCI^® Cocoa Index Excess Return	8.25177	-25.00%	-2.75%	-1.50%	-3.00%
S&P GSCI^® Corn Index Excess Return	13.71013	-25.00%	-2.00%	-2.00%	-4.00%
S&P GSCI^® Cotton Index Excess Return	40.14533	-25.00%	-5.00%	-1.00%	-2.00%
S&P GSCI^® Gold Index Excess Return	132.71210	-25.00%	-1.25%	-3.00%	-6.00%
S&P GSCI^® Natural Gas Index Excess Return	0.32253	-25.00%	-2.00%	-3.50%	-7.00%
S&P GSCI^® Lead Index Excess Return	206.18820	-25.00%	-7.50%	-3.50%	-7.00%
S&P GSCI^® Nickel Index Excess Return	254.03310	-25.00%	-0.25%	-1.50%	-3.00%
S&P GSCI^® Zinc Index Excess Return	51.72351	-25.00%	-3.45%	-1.50%	-3.00%
Average of Commodity Performances:		-25.00%	-2.80%	-2.05%	-4.10%
Minimum Coupon Percentage:		0.00%	0.00%	0.00%	0.00%
Supplemental Coupon Percentage:		0.25%	0.25%	0.25%	0.25%
Coupon Rate:		0.25%	0.25%	0.25%	0.25%
Hypothetical Coupon Payments:		$2.50	$2.50	$2.50	$2.50


Trading Facility	Commodity (Contract)	Ticker⁽¹⁾	2011 Contract Production Weight		2012 Contract Production Weight		2012 Average Contract Reference Price ($)		2011 Percentage Dollar Weight⁽²⁾			2012 Reference Price Dollar Weight			2012 Total Dollar Value Traded (USD bn)		2012 Trading Volume Multiple
CBT	Wheat (Chicago)	W		18,188.56		18,217.58		7.466 BU		3.28	%		3.23	%		919.4		124
KBT	Wheat (Kansas City)	KW		4,134.2		5,004.071		8.333 BU		0.83	%		0.99	%		281.9		124
CBT	Corn	C		28,210.87		29,648.15		6.600 BU		4.50	%		4.64	%		2,771.1		259.7
CBT	Soybeans	S		7,708.699		8,037.317		13.380 BU		2.49	%		2.55	%		2,913.6		496.8
ICE - US	Coffee “C”	KC		16,710		17,406.22		2.472 lbs		1.00	%		1.02	%		474.9		202.3
ICE - US	Sugar #11	SB		340,773.4		344,724.8		0.278 lbs		2.29	%		2.28	%		870.6		166.3
ICE - US	Cocoa	CC		4.015306		4.116321		3085.750 MT		0.30	%		0.30	%		139.3		201
ICE - US	Cotton #2	CT		51,632.55		53,411.21		1.410 lbs		1.76	%		1.79	%		435		105.9
CME	Lean Hogs	LH		70,271.76		72,823.44		0.865 lbs		1.47	%		1.49	%		325.3		94.7
CME	Cattle (Live)	LC		91,458.23		92,591.82		1.102 lbs		2.44	%		2.42	%		571.2		102.7
CME	Cattle (Feeder)	FC		13,417.1		13,596.46		1.279 lbs		0.42	%		0.41	%		97.4		102.7
NYM/ICE	Oil (WTI Crude)	CL		14,314		13,557.23		94.111 bbl		32.59	%		30.49	%		22,038.9		316.7
NYM	Oil (#2 Heating)	HO		72,571.85		71,569.8		2.802 gal		4.92	%		4.80	%		3,463.8		316.7
NYM	Oil (RBOB)	RB		72,504.78		73,694.1		2.714 gal		4.76	%		4.78	%		3,454.5		316.7
ICE -UK	Oil (Brent Crude)	LCO		6,262.977		6,959.701		105.134 bbl		15.93	%		17.14	%		12,639		316.7
ICE -UK	Oil (Gasoil)	LGO		313.6761		359.2745		879.063 MT		6.67	%		7.36	%		5,455.4		316.7
NYM/ICE	Natural Gas	NG		28,797.24		28,984.31		4.273 mmBtu		2.98	%		2.94	%		5,275.1		781
LME	Aluminum (High Gd. Prim.)	MAL		41.288		42.53		2512.938 MT		2.51	%		2.53	%		3,351.3		575
LME	Copper (Grade A)	MCU		16.62		17.14		9194.146 MT		3.70	%		3.74	%		7,477.9		870.1
LME	Standard Lead	MPB		7.574		7.872		2514.708 MT		0.46	%		0.47	%		631.7		585.1
LME	Primary Nickel	MNI		1.286		1.352		24796.583 MT		0.77	%		0.80	%		1,138.6		622.8
LME	Zinc (Spl. High Grade)	MZN		10.68		11.04		2,336.917 MT		0.60	%		0.61	%		1,174.7		834.9
CMX	Gold	GC		78.12632		76.58309		1,476.492 oz		2.79	%		2.68	%		7,224.8		1,171.6
CMX	Silver	SI		649.4452		665.5205		34.085 oz		0.54	%		0.54	%		3,573.1		2,888.3


	Energy			Industrial Metals			Precious Metals			Agriculture			Livestock
December 31, 1991		48.0	%		5.9	%		2.4	%		21.1	%		22.7	%
December 31, 1992		48.9	%		6.1	%		2.4	%		18.6	%		24.0	%
December 31, 1993		39.6	%		6.3	%		3.0	%		24.7	%		26.4	%
December 31, 1994		48.8	%		8.2	%		2.6	%		20.8	%		19.6	%
December 31, 1995		53.5	%		7.9	%		2.6	%		25.3	%		10.6	%
December 31, 1996		61.5	%		6.4	%		2.4	%		19.6	%		10.1	%
December 31, 1997		55.3	%		7.2	%		2.4	%		24.0	%		11.1	%
December 31, 1998		46.9	%		9.2	%		3.8	%		28.1	%		12.0	%
December 31, 1999		60.3	%		8.5	%		2.6	%		18.1	%		10.5	%
December 31, 2000		66.8	%		6.4	%		2.0	%		16.1	%		8.7	%
December 31, 2001		58.6	%		7.8	%		2.8	%		19.6	%		11.2	%
December 31, 2002		67.4	%		5.6	%		2.5	%		16.9	%		7.7	%
December 31, 2003		66.8	%		7.4	%		2.5	%		17.0	%		6.3	%
December 31, 2004		71.1	%		7.8	%		2.2	%		12.2	%		6.6	%
December 31, 2005		75.7	%		7.2	%		2.0	%		10.3	%		5.0	%
December 31, 2006		68.4	%		11.1	%		2.5	%		13.4	%		4.7	%
December 31, 2007		73.8	%		7.1	%		2.2	%		13.3	%		3.6	%
December 31, 2008		65.2	%		6.4	%		3.8	%		18.8	%		5.8	%
December 31, 2009		70.2	%		8.2	%		3.1	%		14.4	%		4.1	%
December 31, 2010		66.5	%		8.3	%		3.4	%		17.4	%		4.3	%
December 31, 2011		70.5	%		6.6	%		3.5	%		14.7	%		4.7	%


Basket Component	Commodity	Underlying Futures Contract	Exchange/Price Source
S&P GSCI^® Sugar Index Excess Return	Sugar #11	SB	ICE - US
S&P GSCI^® Corn Excess Return	Corn	C	CBT
S&P GSCI^® Cocoa Index Excess Return	Cocoa	CC	ICE - US
S&P GSCI^® Lean Hogs Index Excess Return	Leah Hogs	LH	CME
S&P GSCI^® Cotton Index Excess Return	Cotton #2	CT	ICE - US
S&P GSCI^® Gold Index Excess Return	Gold	GC	CMX
S&P GSCI^® Natural Gas Index Excess Return	Natural Gas	NG	NYM/ICE
S&P GSCI^® Lead Index Excess Return	Standard Lead	MPB	LME
S&P GSCI^® Nickel Index Excess Return	Primary Nickel	MNI	LME
S&P GSCI^® Zinc Index Excess Return	Zinc (Spl. High Grade)	MZN	LME