Pricing Supplement -- Commodity Basket Buffered SuperTrack

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


Basket Component	Bloomberg ticker symbol**	Weight	Initial Level
Brent Crude, as described under “Reference Assets—Commodities—Settlement Price” in the prospectus supplement.	CO1 <Comdty>	1/5	110.45 USD/barrel
Gasoline RBOB, as described under “Reference Assets—Commodities—Settlement Price” in the prospectus supplement.	XB1<Comdty>	1/5	296.71 USD/gallon
Gold, as described under “Reference Assets—Commodities—Settlement Price” in the prospectus supplement.	GOLDLNPM<Comdty>	2/15	1,771.50 USD/troy ounce
Silver, as described under “Reference Assets—Commodities—Settlement Price” in the prospectus supplement.	SLVRLN<Comdty>	2/15	3,401 US cents/troy ounce
Platinum, as described under “Reference Assets—Commodities—Settlement Price” in the prospectus supplement.	PLTMLNPM<Comdty>	2/15	1,633 USD/troy ounce
Copper, as described under “Reference Assets—Commodities—Settlement Price” in the prospectus supplement.	LOCADY<Comdty>	1/15	8,235.50 USD/tonne
Nickel, as described under “Reference Assets—Commodities—Settlement Price” in the prospectus supplement.	LONIDY<Comdty>	1/15	18,275 USD/tonne
Zinc, as described under “Reference Assets—Commodities—Settlement Price” in the prospectus supplement.	LOZSDY<Comdty>	1/15	2,092 USD/ tonne

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-7 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 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.

What is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Reference Asset?

The following table illustrates the hypothetical total return at maturity on the Notes. The “total return” as used in this pricing supplement is the number, expressed as a percentage, which results from comparing the payment at maturity per $1,000 principal amount Note to $1,000. The hypothetical total returns and examples set forth below are based on the initial levels for the basket components as follows: 110.45 USD/barrel in respect of Brent Crude, 296.71 USD/gallon in respect of Gasoline RBOB, 1,771.50 USD/troy ounce in respect of Gold, 3,401 US cents/troy ounce in respect of Silver, 1,633 USD/troy ounce in respect of Platinum, 8,235.50 USD/tonne in respect of Copper, 18,275 USD/tonne in respect of Nickel and 2,092 USD/tonne in respect of Zinc. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. The examples below do not take into account any tax consequences from investing in the Notes.

The following examples illustrate how the total returns set forth in the table above are calculated, assuming an initial investment of $1,000.

Example 1: The basket level increases from an initial basket level of 100 to a final basket level of 115.

The Basket Component Return of each basket component is the performance of the basket component from the initial level to the final level, calculated as follows:

100 × [1 + (10% × 1/5) + (15% × 1/5) + (10% × 2/15) + (15% × 2/15) + (20% × 2/15) + (15% × 1/15) + (10% × 1/15) + (35% × 1/15)] = 115

The basket return reflects the performance of the basket, calculated as follows:

Because the basket return is greater than 0%, the payment at maturity per $1,000 principal amount Note is calculated as follows:

Therefore, the payment at maturity is $1,195.00 per $1,000 principal amount Note, representing a 19.50% return on investment over the term of the Notes.

Example 2: The basket level decreases from an initial basket level of 100 to a final basket level of 40.

The Basket Component Return of each basket component is the performance of the basket component from the initial level to the final level, calculated as follows, subject to the maximum return:

100 × [1 + (-75% × 1/5) + (-42% × 1/5) + (-75% × 2/15) + (-48% × 2/15) + (-46.50% × 2/15) + (-60% × 1/15) + (-75% × 1/15) +

The basket return reflects the performance of the basket, calculated as follows, subject to the Maximum Return:

Because the basket return is less than -15%, the payment at maturity per $1,000 principal amount Note is calculated as follows:

Therefore, the payment at maturity is $550.00 per $1,000 principal amount Note, representing a -45.00% loss on investment over the term of the Notes.

Example 3: The basket level decreases from an initial basket level of 100 to a final basket level of 90.

The Basket Component Return of each basket component is the performance of the basket component from the initial level to the final level, calculated as follows:

100 × [1 + (-25% × 1/5) + (-25% × 1/5) + (-11% × 2/15) + (-9.50% × 2/15) + (18% × 2/15) + (-10% × 1/15) + (0% × 1/15) + (15% × 1/15) ] = 90

The basket return reflects the performance of the basket, calculated as follows, subject to the Maximum Return:

Because the Basket Component Return is less than 0% and greater than -15%, the payment at maturity is $1,000 per $1,000 principal amount Note, representing a 0.00% loss on investment over the term of the Notes.

Example 4: The basket level increases from an initial basket level of 100 to a final basket level of 175.

The Basket Component Return of each basket component is the performance of the basket component from the initial level to the final level, calculated as follows:

100 × [1 + (75% × 1/5) + (80% × 1/5) + (65% × 2/15) + (90% × 2/15) + (75% × 2/15) + (50% × 1/15) + (65% × 1/15) + (85% × 1/15) ] = 175

The basket return reflects the performance of the basket, calculated as follows:

Because the basket return is greater than 0%, the payment at maturity per $1,000 principal amount Note is calculated as follows:

Because the Basket Return multiplied by the upside leverage factor is equal to the Maximum Return, the payment at maturity is $1,975.00 per $1,000 principal amount Note. This represents a 97.50% return on investment over the term of the Notes, which is the Maximum Return.

The United States federal income tax consequences of your investment in the Notes are uncertain and the Internal Revenue Service could assert that the Notes should be taxed in a manner that is different than described below. Pursuant to the terms of the Notes, Barclays Bank PLC and you agree, in the absence of a change in law or an administrative or judicial ruling to the contrary, to characterize your Notes as a pre-paid cash-settled executory contract with respect to the Reference Asset. If your Notes are so treated, you should generally recognize capital gain or loss upon the sale or maturity of your Notes in an amount equal to the difference between the amount you receive at such time and the amount you paid for your Notes. Such gain or loss should generally be long-term capital gain or loss if you have held your Notes for more than one year.

In the opinion of our special tax counsel, Sullivan & Cromwell LLP, it would be reasonable to treat your Notes in the manner described above. This opinion assumes that the description of the terms of the Notes in this pricing supplement is materially correct.

As discussed further in the accompanying prospectus supplement, the Treasury Department and the Internal Revenue Service are actively considering various alternative treatments that may apply to instruments such as the Notes, possibly with retroactive effect. Other alternative treatments for your Notes may also be possible under current law. For example, it is possible that the Internal Revenue Service could assert that you should be treated as if you owned the underlying components of the Reference Asset. Under such a characterization, it is possible that the Internal Revenue Service could assert that Section 1256 of the Internal Revenue Code should apply to the portion of your Notes that reflects the performance of regulated futures contracts. If Section 1256 were to apply to such portion of your Notes, gain or loss recognized with respect to such portion of your Notes would be treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to your holding period in the Notes. You would also be required to mark such portion of your Notes to market at the end of each taxable year (i.e., recognize gain or loss as if the relevant portion of the Notes had been sold for fair market value).

It is also possible that the Internal Revenue Service could assert that your Notes should be treated as partially giving rise to “collectibles” gain or loss if you have held your Notes for more than one year, although we do not think such a treatment would be appropriate in this case because (i) a sale or exchange of the Notes is not a sale or exchange of a collectible but is rather a sale or exchange of an executory contract that reflects the value of a collectible, and (ii) the executory contract tracks the value of collectibles only to a limited extent. “Collectibles” gain is currently subject to tax at marginal rates of up to 28%.

For a further discussion of the tax treatment of your Notes as well as other possible alternative characterizations, please see the discussion under the heading “Certain U.S. Federal Income Tax Considerations—Certain Notes Treated as Forward Contracts or Executory Contracts” in the accompanying prospectus supplement. You should consult your tax advisor as to the possible alternative treatments in respect of the Notes. For additional, important considerations related to tax risks associated with investing in the Notes, you should also examine the discussion in “Selected Risk Considerations—Taxes”, in this pricing 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 as well as any of the following (which may include your

Notes), 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. Holders are urged to consult their tax advisors regarding the application of this legislation to their ownership of the Notes.

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” sections of the prospectus supplement, including but not limited to the risk factors discussed under the following headings:

In addition to the risks discussed under the headings above, you should consider the following:

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.

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 requires 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 and the CFTC has adopted such rules, although they have not yet become effective. The legislation also requires the CFTC to apply its position limits 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 Dodd-Frank Act, and the CFTC’s adoption of rules on position limits, 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 restrict or prevent our ability to hedge our obligations under the Notes. Industry trade groups have filed a lawsuit against the CFTC challenging the rules adopted by the CFTC on position limits, and the outcome of that litigation is yet to be seen as of the date of this filing. If the CFTC prevails in the lawsuit and the rules on position limits are upheld, those restrictions on effecting transactions in the futures markets could substantially reduce liquidity and increase market volatility in the commodities futures contracts included in the basket, which could adversely affect the prices of such contracts and, in turn, the market value of the Notes and the amounts payable on the Notes at maturity. In addition, other parts of the legislation, by increasing regulation of, and imposing additional costs on, swap transactions, could reduce trading in the swap market and therefore in the futures markets, which would further restrict liquidity, increase volatility and adversely affect prices.

Other regulatory organizations have proposed, and in the future may propose, further reforms similar to those enacted by the Dodd-Frank Act or other legislation which could have an adverse impact on the liquidity and depth of the commodities, futures and derivatives markets. For example, the European Commission recently published a proposal developed by the European Securities and Markets Authority, the successor to the Committee of European Securities Regulators, which updates the Markets in Financial Instruments Directive, commonly known as “MiFID II,” and the Markets in Financial Instruments Regulation, commonly known as “MiFIR.” The scope of the final regulations and the degree to which member states will be allowed discretion in implementing the directive is yet to be seen. If these regulations are adopted, including, for example, regulations requiring position limits, they could substantially reduce liquidity and increase volatility in the commodities futures contracts included in the basket, which could adversely affect the prices of such contracts and, in turn, the market value of the Notes and the amounts payable on the Notes at maturity.

These factors interrelate in complex ways, and the effect of one factor may offset or enhance the effect of another factor and may adversely affect 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 following graphs set forth the historical performance of the basket components based on the daily settlement prices from January 1, 2003 through September 25, 2012 in respect of the basket components.

The settlement prices on the Basket Initial Valuation Date of September 25, 2012 are 110.45 USD/barrel in respect of Brent Crude, 296.71 USD/gallon in respect of Gasoline RBOB, 1,771.50 USD/troy ounce in respect of Gold, 3,401 US cents/troy ounce in respect of Silver, 1,633 USD/troy ounce in respect of Platinum, 8,235.50 USD/tonne in respect of Copper, 18,275 USD/tonne in respect of Nickel and 2,092 USD/tonne in respect of Zinc.

We obtained the settlement prices of the basket components below from Bloomberg, L.P. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg, L.P. The historical prices of the basket components should not be taken as an indication of future performance, and no assurance can be given as to the prices or 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	$1,100,000	$126.06


Issuer:		Barclays Bank PLC

Basket Initial Valuation Date:		September 25, 2012

Issue Date:		September 28, 2012

Basket Final Valuation Date:		September 22, 2016*†

Maturity Date:		September 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 commodities (each a “basket component” and together, the “basket components”) in weighted allocations:


Payment at Maturity:		If the Basket Return is greater than 0%, you will receive (subject to our credit risk) a cash payment per $1,000 principal amount Note equal to (a) $1,000 plus (b) $1,000 times the Basket Return times the Upside Leverage Factor. Accordingly, if the Basket Return is positive, your payment at maturity per $1,000 principal amount Note would be calculated as follows, subject to the Maximum Return: $1,000 + [$1,000 ×(Basket Return × 1.30)] If the Basket Return is 75% or more, you will receive (subject to our credit risk) a payment at maturity of $1,975.00 per $1,000 principal amount Note that you hold, the maximum possible payment on the Notes. If the Basket Return is less than or equal to 0% and equal to or greater than -15%, you will receive (subject to our credit risk) a cash payment of $1,000 per $1,000 principal amount Note that you hold; and If the Basket Return is less than -15%, you will receive (subject to our credit risk) a cash payment per $1,000 principal amount Note equal to (a) $1,000 plus (b) (i) $1,000 times (ii) the Basket Return plus the Buffer Percentage, calculated per $1,000 principal amount Note as follows $1,000 + [$1,000 × (Basket Return + Buffer Percentage)] If the Basket declines by more than 15% from the Initial Basket Level to the Final Basket Level, you will lose 1% of the principal amount of your Notes for every 1% that the Basket Return falls below -15%. You could lose up to 85% of your principal at maturity if the Final Basket Level declines from the Initial Basket Level by more than 15%. Any payment on the Notes, including any principal protection feature, 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.

Basket Return:		The performance of the reference asset from the initial basket level to the final basket level, calculated as follows: Final Basket Level – Initial Basket Level Initial Basket Level

Initial Basket Level:		Set equal to 100 on the basket initial valuation date.

Final Basket Level:		The final basket level will be calculated as follows: 100 × [1 + (Brent Crude return × 1/5) + (Gasoline RBOB return × 1/5) + (Gold return × 2/15) + (Silver return × 2/15) + (Platinum return × 2/15) + (Copper return × 1/15) + (Nickel return × 1/15) + (Zinc return × 1/15) ] The returns set forth in the formula above reflect the performance of the each basket component as described under “Basket Component Return” below.

Basket Component Return:		The performance of the basket component from the initial level to the final level, calculated as follows: Final Level – Initial Level Initial Level Where, Initial Level = for each basket component, the initial level is the settlement price of the basket component on the basket initial valuation date, determined as described under “Reference Asset” above; Final Level = for each basket component, the final level will equal the settlement price of the basket component on the basket final valuation date, determined as described under “Reference Asset” above.

Upside Leverage Factor:		1.30

Maximum Return		97.5%

Buffer Percentage:		15%

Calculation Agent:		Barclays Bank PLC

CUSIP/ISIN:		06741TGY7 and US06741TGY73


	Price to Public	Agent’s Commission	Proceeds to Barclays Bank PLC
Per Note	100%	0.00%	100%
Total	$1,100,000	$0.00	$1,100,000


Final Basket Level	Basket Return	Payment at Maturity	Total Return on the Notes
200	100%	$1,975.00	97.50%
190	90%	$1,975.00	97.50%
180	80%	$1,975.00	97.50%
175	75%	$1,975.00	97.50%
170	70%	$1,910.00	91%
160	60%	$1,780.00	78%
150	50%	$1,650.00	65%
140	40%	$1,520.00	52%
130	30%	$1,390.00	39%
120	20%	$1,260.00	26%
110	10%	$1,130.00	13%
105	5%	$1,065.00	6.5%
100	0	$1,000	0
90	-10%	$1,000	0
85	-15%	$1,000	0
80	-20%	$950	-5%
70	-30%	$850	-15%
60	-40%	$750	-25%
50	-50%	$650	-35%
40	-60%	$550	-45%
30	-70%	$450	-55%
20	-80%	$350	-65%
10	-90%	$250	-75%
0	-100%	$150	-85%


Basket Component	Initial Level	Final Level	Weight	Basket Component Return
Brent Crude (USD/barrel)	110.45	121.495	1/5	10.00%
Gasoline RBOB (USD/gallon)	296.71	341.2165	1/5	15.00%
Gold (USD/troy ounce)	1771.5	1948.65	2/15	10.00%
Silver (US cents/troy ounce)	3401	3911.15	2/15	15.00%
Platinum (USD/troy ounce)	1633	1959.6	2/15	20.00%
Copper (USD/tonne)	8235.5	9470.825	1/15	15.00%
Nickel (USD/tonne)	18275	20102.5	1/15	10.00%
Zinc (USD/tonne)	2092	2824.2	1/15	35.00%


		40 - 100		= -60.00%
		100		= -60.00%


		90 - 100		= -10.00%
		100		= -10.00%