As filed with the U.S. Securities and Exchange Commission on                            , 2008
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
 

BARCLAYS PLC
(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer's name into English)

England and Wales
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
 
James Walker
Barclays Bank PLC
200 Park Avenue
New York, New York 10166
(212) 412-4000
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
 o
immediately upon filing
 o
on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box.  o
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
 
Amount
to be registered
 
Proposed maximum 
aggregate price per 
unit (1)
 
Proposed maximum
aggregate offering 
price (2)
 
Amount of
registration fee
 
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 4 ordinary shares of Barclays PLC 
    
100,000,000
American
Depositary Shares
  
$
0.05
  
$
5 ,000,000
  
$
196.50
  
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
  
Location in Form of Receipt
Filed Herewith as Prospectus
1. Name and address of depositary
  
Introductory Article
2. Title of American Depositary Receipts and identity of deposited securities
  
Face of Receipt, top center
Terms of Deposit:
    
(i) The amount of deposited securities represented by one unit of American Depositary Receipts
  
Face of Receipt, upper right corner
     
(ii) The procedure for voting, if any, the deposited securities
  
Articles 15, 16 and 18
     
(iii) The collection and distribution of dividends
  
Articles 4, 12, 13, 15 and 18
     
(iv) The transmission of notices, reports and proxy soliciting material
  
Articles 11, 15, 16 and 18
     
(v) The sale or exercise of rights
  
Articles 13, 14, 15 and 18
     
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Articles 12, 13, 15, 17 and 18
     
(vii) Amendment, extension or termination of the deposit agreement
  
Articles 20 and 21
     
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Article 11
     
(ix) Restrictions upon the right to deposit or withdraw the underlying securities
  
Articles 2, 3, 4, 5, 6, 8 and 22
     
(x) Limitation upon the liability of the depositary
  
Articles 14, 18, 19 and 21
     
3. Fees and Charges
  
Articles 7 and 8
 
2

Item 2. AVAILABLE INFORMATION

Item Number and Caption 
  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus 
     
(b)
 
Statement that Barclays PLC is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
  
Article 11
 
 
3

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
(a)
Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement dated as of       , 2008 among Barclays PLC, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
 
(e)
Certification under Rule 466. Not applicable.
 
(f)
Powers of Attorney. Filed herewith as Exhibit (f)
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
4

SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. , on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on August 4, 2008.
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
   
By:
JPMORGAN CHASE BANK, N.A., as
 
Depositary
   
By:
/s/Joseph M. Leinhauser
Name:
Joseph M. Leinhauser
Title:
Vice President

5

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Barclays PLC certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on August 1, 2008.

BARCLAYS PLC
   
By:
/s/Christopher Lucas
Name:
Christopher Lucas
Title:
Group Finance Director
 
6

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
 
Signatures
  
Title
  
Date
         
*
  
Group Chairman
  
August 1, 2008
Name: Marcus Agius
        
         
*
  
Vice Chairman
  
August 1, 2008
Name: Gary Hoffman
        
         
*
  
President
  
August 1, 2008
Name: Robert Edward Diamond Jr
  
.
    
         
*
  
Chief Executive Officer
  
August 1, 2008
Name: John Varley
  
(principal executive officer)
    
         
/s/Christopher Lucas
  
Finance Director
 
August 1, 2008
Name: Christopher Lucas
  
(Principal Financial Officer and
   
   
Principal Accounting Officer)
    
         
*
  
Director
  
August 1, 2008
Name: Frederik Ferdinand Seegers
        
         
*
  
Non-Executive Director
 
August 1, 2008
Name: David Booth
        
         
*
  
Non-Executive Director
  
August 1, 2008
Name: Sir Richard Broadbent
        
         
*
  
Non-Executive Director
  
August 1, 2008
Name: Leigh Clifford, AO
        
 
7
 
*
  
Non-Executive Director
  
August 1, 2008
Name: Fulvio Conti
        
         
*
  
Non-Executive Director
  
August 1, 2008
Name: Professor Dame Sandra Dawson
        
         
*
  
Non-Executive Director
  
August 1, 2008
Name: Sir Andrew Likierman
        
         
*
  
Non-Executive Director
  
August 1, 2008
Name: Sir Michael Rake
        
         
*
  
Non-Executive Director
  
August 1, 2008
Name: Sir Nigel Rudd
        
         
*
  
Non-Executive Director
  
August 1, 2008
Name: Stephen Russell
        
         
*
  
Non-Executive Director
  
August 1, 2008
Name: Sir John Sunderland
        
         
*
  
Non-Executive Director
  
August 1, 2008
Name: Patience Wheatcroft
        
         
/s/James Walker
  
Authorized U.S. Representative
  
August 1, 2008
Name: James Walker
        

/s/ Christopher Lucas
Title: Power of Attorney

8

INDEX TO EXHIBITS

Exhibit
Number
      
       
(a)
 
  
Form of Second Amended and Restated Deposit Agreement (including the Form of ADR), among Barclays PLC, JPMorgan Chase Bank, N.A., as depositary, and the holders from time to time of American Depositary Receipts issued thereunder.
 
  
(d)
 
  
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
 
  
(f)
  
Powers of Attorney
  
 
9