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 _____________________________________________________________________ This Base Prospectus Supplement (the “Supplement”) is supplemental to and must be read in conjunction with the Base Prospectus dated 14 December 2006 (the "Base Prospectus") prepared by Barclays Bank PLC (the "Bank") and Barclays Capital (Cayman) Limited ("BCCL") (each in its capacity as an issuer, an "Issuer" and together, the "Issuers") in connection with the application made for Notes issued under the Programme, which was approved by the United Kingdom Financial Services Authority, as United Kingdom competent authority for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, to be admitted to the Official List and to trading on the London Stock Exchange's market for gilt edged and fixed interest securities. This Base Prospectus Supplement constitutes a supplementary prospectus in respect of the Base Prospectus for the Bank for the purposes of Section 87G of the Financial Services and Markets Act 2000. Terms defined in the Base Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement. The Supplement is supplemental to, and shall be read in conjunction with, the Base Prospectus and other supplements to the Base Prospectus issued by the Bank. The Issuers accept responsibility for the information contained in this Supplement and declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in, or incorporated by reference into, the Base Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes issued under the Programme has arisen or been noted, as the case may be, since the publication of the Base Prospectus and other supplements to the Base Prospectus issued by the Bank and BCCL. BARCLAYS CAPITAL 26 April 2007 The purposes of this Supplement are: 1) to amend the section “Information Incorporated by Reference” beginning on page 17 of the Base Prospectus as set out below: “INFORMATION INCORPORATED BY REFERENCE The following information has been filed with the United Kingdom Financial Services Authority and shall be deemed to be incorporated in, and to form part of, this Base Prospectus: • the joint Annual Report of Barclays PLC and the Bank, as filed with the SEC on Form 20-F in respect of the years ended 31st December, 2005 and 31st December, 2006 (the “Annual Report”), with the exception of the information incorporated by reference in the Annual Report referred to in the Exhibit Index of the Annual Report, which shall not be deemed to be incorporated in this Base Prospectus and the Annual Reports of the Bank containing the audited consolidated accounts of the Bank in respect of the years ended 31st December, 2005 (the “2005 Bank Annual Report”) and 31st December, 2006 (the “2006 Bank Annual Report”), respectively. The above documents may be inspected as described in the “General Information” section commencing on page 118, under “Documents Available” item (b) of such section. The table below sets out the relevant page references for the information contained within the Annual Report filed on Form 20-F: Section 1 - Operating review Consolidated income statement and balance sheet summary 4 Financial review 9 Risk factors 60 Risk management 63 Critical accounting estimates 104 Section 2 - Governance Board and Executive Committee 108 Directors’ report 110 Corporate governance report 113 Remuneration report 121 Accountability and audit 137 Corporate responsibility 139 Section 3 - Financial statements Presentation of information 144 Independent Registered Public Accounting Firm’s report 146 Consolidated accounts Barclays PLC 147 Barclays Bank PLC data 274 Section 4 - Shareholder information 291 Barclays PLC and the Bank have applied International Financial Reporting Standards (“IFRS”) from 1st January, 2004, with the exception of the standards relating to financial instruments (IAS 32 and IAS 39) and insurance contracts (IFRS 4) which were applied with effect from 1st January, 2005. A summary of the significant accounting policies for Barclays PLC and the Bank is included in each of the Annual Report and the 2006 Bank Annual Report. If at any time the Issuer shall be required to prepare a supplement to the Base Prospectus pursuant to Section 87 of the Financial Services and Markets Act 2000 (“FSMA”), or to give effect to the provisions of Article 16(1) of the Prospectus Directive, the Issuer will prepare and make available an appropriate amendment or supplement to this Base Prospectus or a further base prospectus which, in respect of any subsequent issue of Notes to be listed on the Official List and admitted to trading on the 2 Gilt Edged and Fixed Interest Market of the London Stock Exchange plc, shall constitute a supplemental base prospectus as required by the FSA and Section 87 of the FSMA.”. 2) to amend the section “The Bank and the Group – Recent Developments, competition and regulatory matters” beginning on page 20 of the Base Prospectus to include the wording set out below, to be inserted between the fourth and fifth paragraphs under such section. “On 23rd April, 2007, the Managing Board and Supervisory Board of ABN AMRO Holding N.V. (“ABN AMRO”) and the Board of Directors of Barclays PLC (“Barclays”) jointly announced that agreement had been reached on the combination of ABN AMRO and Barclays. Each of the Boards has unanimously resolved to recommend the transaction to its respective shareholders. The holding company of the combined group will be called Barclays PLC. The proposed merger will be implemented through an exchange offer pursuant to which ABN AMRO ordinary shareholders will receive 3.225 ordinary shares in Barclays for each existing ABN AMRO ordinary share and 0.80625 Barclays ADSs for each existing ABN AMRO ADS (the “Offer”). Under the terms of the Offer, Barclays existing ordinary shareholders will own approximately 52 per cent. and ABN AMRO existing ordinary shareholders will own approximately 48 per cent. of the combined group, assuming all of the ABN AMRO ordinary shares and ADSs currently in issue are tendered under the Offer. Based on the share price of Barclays ordinary shares on 20th April, 2007, the Offer values each ABN AMRO ordinary share at €36.25 taking into account that ABN AMRO ordinary shareholders will be entitled to receive the declared €0.60 2006 final dividend. In addition, depending on the timetable to completion, ABN AMRO ordinary shareholders will also benefit from Barclays 2007 final dividend. The combined group will have a UK corporate governance structure with a unitary Board. Arthur Martinez will be the Chairman, John Varley will be the Chief Executive Officer, and Bob Diamond will be President. The new board will initially consist of 10 members from Barclays and 9 members from ABN AMRO. Barclays will be the holding company for the combined group. The UK Financial Services Authority (“FSA”) and De Nederlandsche Bank (“DNB”) have agreed that the FSA will be the lead supervisor of the combined group. The head office of the combined group will be located in Amsterdam. The proposed merger is expected to complete during the fourth quarter of 2007. ABN AMRO also announced on 23rd April, 2007 the sale of LaSalle Bank Corporation (“LaSalle”) to Bank of America for U.S.$21 billion in cash. ABN AMRO will retain its North American capital markets activities within its Global Markets unit and Global Clients divisions as well as its US Asset Management business. The sale of LaSalle is expected to be completed in the fourth quarter of 2007 and is subject to regulatory approvals and other customary closing conditions. The agreement with Bank of America permits ABN AMRO to execute a similar agreement for a higher offer for the business for a period of 14 calendar days from 22nd April, 2007, permits Bank of America to match any higher offer and provides for a termination fee of U.S.$200 million payable to Bank of America if the agreement is terminated under certain limited circumstances. The purchase price is subject to certain adjustments linked to the financial performance of LaSalle before the closing of the sale to Bank of America. The consummation of the sale of LaSalle is an offer condition to the proposed merger. Taking into account the excess capital released by the sale of LaSalle, approximately €12 billion is expected to be distributed to shareholders in a tax efficient form, primarily through buy backs, after completion of the Offer. The expectation that ABN AMRO and Barclays would reach an agreement on the intended Offer was realised after meetings of the Barclays Board in London and the ABN AMRO Managing Board and 3 Supervisory Board in Amsterdam. Following these meetings, ABN AMRO and Barclays entered into a merger protocol (the “Merger Protocol”). The commencement of the Offer is subject to the satisfaction or waiver of certain pre-Offer conditions customary for transactions of this type and certain other pre-Offer conditions (including regulatory clearances). When made, the Offer will be subject to the satisfaction or waiver of certain Offer conditions customary for transactions of this type and certain other Offer conditions.