BASE PROSPECTUS BARCLAYS BANK PLC (Incorporated with limited liability in England and Wales) BARCLAYS CAPITAL (CAYMAN) LIMITED (Incorporated with limited liability in the Cayman Islands) (Guaranteed by Barclays Bank PLC) £40,000,000,000 STRUCTURED NOTE PROGRAMME ___________________________________________________________________________ Barclays Bank PLC (the "Bank " or the "Guarantor", as the case may be) and Barclays Capital (Cayman) Limited ("BCCL") (each in its capacity as an issuer, an "Issuer" and together, the "Issuers") may from time to time issue notes and other similar instruments ("Notes") under the programme described herein (the "Programme") denominated in such currencies as may be agreed or as may be otherwise designated by the Issuer at the time of issue and on terms and conditions (the "Conditions") set out in this document (hereinafter referred to as the "Base Prospectus") (as amended and supplemented from time to time), in the relevant final terms (each set, the "Final Terms") and any supplement to the Base Prospectus or other document that may be required to be issued in connection with the listing of any Notes. Notes issued by BCCL will be guaranteed by the Bank. The maximum aggregate nominal amount of all Notes to be issued from time to time outstanding will not exceed £40,000,000,000 (or its equivalent in other currencies). Notes of any series (a "Series") will entitle the holder thereof to receive a cash amount from the Issuer calculated in accordance with the relevant Conditions or, in the case of Equity Linked Notes, Equity Basket Notes or Credit Linked Notes (each as defined in the Conditions) to receive at the option of the Issuer a specified security or securities or a combination of securities and a cash amount (or vice versa, as the case may be), all as set out in the Conditions. The Issuers may issue Notes in bearer form ("Bearer Notes") or in registered form ("Registered Notes"). Each set of Final Terms will set out certain information with respect to Notes of the relevant Series, including the denomination of each Note, the aggregate principal amount of the Notes being issued, the currency of the Notes, the designation, the aggregate number and type of Notes, the date of issue, the issue price, the redemption amount, the redemption date or dates and such other terms applicable to the particular Series of Notes as are specified therein (including any changes to the Conditions set out in this Base P rospectus). This Base Prospectus is valid for one year from the date hereof and supersedes the Offering Circular dated 20 December 2004 and all previous documents relating to this Programme. Any Notes issued on or after the date of this Base Prospectus are subject to the provisions described herein. This Base Prospectus has been approved by the United Kingdom Financial Services Authority (the "FSA"), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementing measures in the United Kingdom as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes under the Programme issued within 12 months following the date of this document. Applications have been made to admit such Notes to listing on the Official List of the FSA (the "Official List") and to trading on the London Stock Exchange plc's (the "London Stock Exchange") market for gilt edged and fixed interest securities. Application may be made to any other stock exchange for a listing of a particular Series of Notes issued under the Programme (such other stock exchanges, together with the London Stock Exchange, the "Relevant Stock Exchanges"). Certain Series of Notes may not be listed on any stock exchange. If any Series of Notes are to be listed, the relevant Final Terms will specify on which exchange(s) such Notes will be listed. References in this Base Prospectus to Notes being "listed" on the London Stock Exchange, shall mean that such Notes have been admitted to trading on such exchange's regulated market and have been listed on such exchange. The London Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC. The Notes and, in certain cases, the securities (if any) to be delivered when Notes are redeemed, have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and Bearer Notes are subject to US tax law requirements. Trading in the Notes has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act"). The Notes may not at any time be offered or sold in the United States or to US persons (as such terms are used in Regulation S under the Securities Act), nor may any US persons at any time trade or maintain a position in such Notes unless the Notes of the relevant Series are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. Additionally, Bearer Notes may not be offered, sold or delivered within the United States or its possessions or to United States persons (as such terms are used in the US Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder) except in certain transactions permitted by US tax regulations. Registered Notes of each Series which are sold in an "offshore transaction" within the meaning of Regulation S under the Securities Act will be represented by interests in a global unrestricted certificate (a "Regulation S Global Note"), without interest coupons, which will be deposited with, and registered in the name of, a nominee for a common depositary of Euroclear Bank S.A./N.V. as operator of the Euroclear Systems ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream Luxembourg") on its issue date. Beneficial interests in such global certificates will be shown on, and transfers thereof will be recorded solely through, records maintained by, Euroclear or Clearstream, Luxembourg. Registered Notes of each Series sold to qualified institutional buyers within the meaning of Rule 144A under the Securities Act (which will at all times be subject to the transfer restrictions set out herein), will initially be represented by a global restricted certificate (each a "DTC Restricted Global Note") without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company ("DTC") on its issue date. Beneficial interests in a DTC Restricted Global Note will be shown on, and transfers thereof will be recorded solely through, records maintained by DTC and its participants. Any Notes issued in the United States will be issued by the Bank. Application has been made for publication of quotations for Registered Notes in The PortalSM Market ("PORTAL"), a subsidiary of The Nasdaq Stock Market, Inc. and may be made for designation of Registered Notes as "PORTAL Securities", as specified in the relevant Final Terms. SEE "RISK FACTORS " FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN NOTES. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) communicated or caused to be communicated in connection with the issue, placement or sale of the Notes may only be made in circumstances in which section 21(1) of the FSMA does not (in the case of BCCL) or would not, if the Issuer were not an authorised person (in the case of the Bank), apply to the Issuer. Barclays Capital 16 December 2005 2 The Bank and BCCL accept responsibility for the information contained in this Base Prospectus. To the best of the knowledge and belief of the Bank and BCCL (which have taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. References herein to the "Group" are to the Bank and its subsidiaries. The applicable Final Terms will specify the nature of the responsibility taken by the Issuer for the information relating to any underlying equity security, index, debt security, credit, currency exchange rate, commodity, commodity index or other item(s) (each a "Reference Item") (if applicable) to which the relevant Notes relate and which is contained in such Final Terms . However, unless otherwise expressly stated in a set of Final Terms , any information contained therein relating to a Reference Item will only consist of extracts from, or summaries of, information contained in financial and other information released publicly by the issuer, owner or sponsor, as the case may be, of such Reference Item or which is otherwise publicly available. The Issuer will, unless otherwise expressly stated in the applicable Final Terms , accept responsibility for accurately reproducing such extracts or summaries (insofar as it is applicable), but the Issuer will not accept any further or other responsibility (express or implied) in respect of such information. Investors should conduct their own investigations into the relevant Reference Item and, in deciding whether to purchase Notes, investors should form their own views of the merits of such an investment based upon such investigations and not in reliance solely upon any information given in the Base Prospectus or any Final Terms . If at any time after the preparation of this Base Prospectus (as amended, supplemented or modified) there is a significant change affecting any matter contained in this Base Prospectus or a significant new matter arises which would have been included if it had arisen when the Base Prospectus was prepared, the Issuer shall submit to the Relevant Stock Exchange (as defined in the Conditions) for its approval and if approved, publish a supplementary prospectus regarding the change or new matter.