UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 6-K


                        Report of Foreign Private Issuer
                        Pursuant to Rule 13a-16 or 15d-16
                    under the securities exchange act of 1934


                                15 February 2005

                                Barclays PLC and
                                Barclays Bank PLC
                             (Names of Registrants)

                                54 Lombard Street
                                 London EC3P 3AH
                                     England
                    (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports 
under cover of Form 20-F or Form 40-F.

      Form 20-F              X                    Form 40-F
                        -------------                          -------------

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

         Yes                                       No                X
                        -------------                         -------------

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE  INCORPORATED  BY REFERENCE IN THE
REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-85646,  333-12384 AND 333-8054) OF
BARCLAYS BANK PLC AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS
FURNISHED,  TO THE EXTENT NOT  SUPERSEDED  BY DOCUMENTS OR REPORTS  SUBSEQUENTLY
FILED OR FURNISHED.  THIS REPORT ON FROM 6-K SHALL BE DEEMED TO BE SUPERCEDED IN
ITS ENTIRITY BY, AND UPON THE FILING OF, THE ANNUAL  REPORT ON FORM 20-F FOR THE
YEAR ENDED  DECEMBER  31, 2004 TO BE FILED  JOINTLY BY BARCLAYS PLC AND BARCLAYS
BANK PLC.



This  Report is a joint  Report on Form 6-K filed by Barclays  PLC and  Barclays
Bank PLC. All of the issued ordinary share capital of Barclays Bank PLC is owned
by Barclays PLC.

The Report comprises:

The results of Barclays PLC and Barclays Bank PLC for the year ended 31 
December 2004.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
registrants  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                             BARCLAYS PLC
                             (Registrant)


Date: February 15, 2005      By:
                                ------------------------------------------------
                                Toby Vero
                                Assistant Secretary



                             BARCLAYS BANK PLC
                             (Registrant)


Date: February 15, 2005      By:
                                ------------------------------------------------
                                Toby Vero
                                Assistant Secretary







This  document   includes   portions  from  the  previously   published  results
announcement  of Barclays PLC for the year ended 31 December 2004, as amended to
comply with the  requirements  of Regulation G and Item 10(e) of Regulation  S-K
promulgated by the U.S. Securities and Exchange  Commission.  In addition,  this
document  includes  data  relating  to  Barclays  Bank  PLC,  the  wholly  owned
subsidiary  of Barclays  PLC.  The purpose of this  document is to provide  such
additional  disclosure  as required by Regulation G and  Regulation  S-K Item 10
(e), to delete certain information not in compliance with SEC regulations and to
include  reconciliations  of certain  non-UK GAAP  figures to the most  directly
equivalent UK GAAP figures,  as of, and for the period ended,  31 December 2004,
and does not update or otherwise  supplement  the  information  contained in the
results announcement, which speaks only as of its date.

In this document certain  non-GAAP  measures are reported.  Barclays  management
believes that these non-GAAP measures provide valuable information to readers of
its financial  statements  because they enable the reader to focus more directly
on the  underlying  day-to-day  performance  of its  businesses and provide more
detail  concerning  the  elements  of  performance  which the  managers of these
businesses  are most directly able to influence.  They also reflect an important
aspect of the way in which  operating  targets are defined  and  performance  is
monitored by Barclays management.

An audit opinion has not been rendered on this announcement.








The information in this document does not comprise statutory accounts within the
meaning  of  Section  240 of the  Companies  Act  1985  (the  'Act').  Statutory
accounts,  which also include certain information  required for the joint Annual
Report on Form 20-F of Barclays PLC and Barclays  Bank PLC to the US  Securities
and Exchange  Commission  (SEC), will be delivered to the Registrar of Companies
in  accordance  with Section 242 of the Act. The 2004 Annual  Review and Summary
Financial  Statement  will be posted to  shareholders  together with the Group's
full Annual Report for those shareholders who request it.

This document contains certain forward-looking  statements within the meaning of
Section 21E of the US Securities  Exchange Act of 1934, as amended,  and Section
27A of the US Securities Act of 1933, as amended, with respect to certain of the
Group's  plans and its  current  goals and  expectations  relating to its future
financial  condition and performance.  These  forward-looking  statements can be
identified  by the fact that they do not relate  only to  historical  or current
facts.  Forward-looking  statements  sometimes  use words such as  "anticipate",
"target",  "expect",  "estimate",  "intend", "plan", "goal", "believe", or other
words of similar meaning.  By their nature,  forward-looking  statements involve
risk and  uncertainty  because they relate to future  events and  circumstances,
including,  but not limited to, UK domestic  and global  economic  and  business
conditions,  market related risks such as changes in interest rates and exchange
rates,  the policies and actions of  governmental  and  regulatory  authorities,
changes in  legislation,  the outcome of pending and future  litigation  and the
impact of competition,  a number of which are beyond the Group's  control.  As a
result,  the Group's actual future results may differ materially from the plans,
goals, and expectations set forth in the Group's forward-looking statements. Any
forward-looking statements made by or on behalf of Barclays speak only as of the
date they are  made.  Barclays  does not  undertake  to  update  forward-looking
statements to reflect any changes in Barclays  expectations  with regard thereto
or any  changes  in  events,  conditions  or  circumstances  on  which  any such
statement  is  based.  The  reader  should,  however,   consult  any  additional
disclosures  that Barclays has made or may make in documents it has filed or may
file with the SEC including its most recent Annual Report on Form 20-F.

Comparative figures have been restated for the changes in accounting policy and 
presentation detailed on page 46.

In this document the profit and loss analysis compares, unless stated otherwise,
the full-year to 31st December 2004 to the corresponding period of 2003. Balance
sheet comparisons, unless stated otherwise, relate to the corresponding position
at 31st December 2003. Average balance sheet comparisons relate the full-year to
31st December 2004 to the corresponding period of 2003.







                                                              10th February 2005
                                  BARCLAYS PLC

                     RESULTS FOR YEAR TO 31ST DECEMBER 2004

-------------------------------------------------------------------------------------------------------------------
                                                                                               
Group Results                                                      2004              2003         % Change
                                                                   GBPm              GBPm
Operating income                                                 13,945            12,411               12
 
Operating expenses                                               (8,350)           (7,253)              15
 
Provisions for bad and doubtful debts                            (1,091)           (1,347)             (19)
 
Profit before tax                                                 4,603             3,845               20
 
Profit after tax                                                  3,314             2,769               20
 
 
 
Earnings per share                                                51.2p             42.3p               21
 
Dividend per share                                                24.0p             20.5p               17
 
 
Post-tax return on average shareholders' funds                    19.2%             17.0%
 
-------------------------------------------------------------------------------------------------------------------



                                     - 1 -


 
                                  BARCLAYS PLC

                             BARCLAYS PLC - SUMMARY
        
*       Group performance was very strong:
                
        -       profit before tax up 20% to GBP4,603m
        -       earnings per share up 21% at 51.2p
        -       dividend per share up 17% to 24.0p
        -       return on equity of 19.2%
        
*       Barclays ranked top within its total shareholder return (TSR) global 
        peer group1.  TSR of 23% was almost double the average for the peer 
        group and FTSE 100 Index. Economic profit2 rose 32% to GBP1,885m, 
        reflecting the growth in earnings and tight capital management.

*       All business divisions made good progress and delivered higher profits 
        with a very strong result from the global product businesses.

*       Income grew 12% and was well diversified by business, income type and 
        geography.  Non interest income rose 22% and was over half of total 
        income. Net revenue (income less provisions) was up 16%.

*       Costs were 15% higher, with significant investment directed at future 
        growth.

*       A sharp fall in potential credit risk loans was a key driver in the 
        reduction of provisions by 19% to GBP1,091m.

*       UK Banking showed good growth with profit before tax excluding goodwill 
        up 9%. UK Banking profit before tax including goodwill was up 9%.  Good 
        momentum in Business Banking led to a record performance whilst Retail 
        Banking performance was broadly flat.

*       Private Clients and International profit before tax excluding goodwill 
        improved sharply, up 57%, reflecting the benefit of a diversified and 
        growing portfolio.  Private Clients and International profit before tax 
        including goodwill rose 60%. The integrations of Banco Zaragozano and 
        Gerrard are ahead of schedule.

*       Barclaycard achieved growth in profit before tax excluding goodwill of 
        5%, with higher volumes more than offsetting margin pressure and the 
        impact of considerable investment in both the UK and the international 
        card businesses.  Barclaycard profit before tax including goodwill rose 
        5%.

*       Barclays Capital had another record year with profit before tax up 25%. 
        The increasingly diverse business portfolio, both by product and 
        geography, positions it strongly for future growth.

*       Barclays Global Investors delivered outstanding results with profit 
        before tax excluding goodwill up 82%, to GBP347m, benefiting from 
        US$118bn of net new assets, good investment performance and better 
        market conditions.  Barclays Global Investors profit before tax 
        including goodwill rose 85%.

*       The Group's capital position remained healthy with a Tier 1 ratio of 
        7.6%.  In respect of 2004, over GBP2.2bn will have been returned to 
        shareholders through dividends and share buybacks.


1 Peer group for 2004: ABN Amro, BBVA, BNP Paribas, Citigroup, Deutsche Bank, 
  HBOS, HSBC, JP Morgan Chase, Lloyds TSB, Royal Bank of Scotland and UBS.

2 A reconciliation of economic profit to profit after tax and minority interests
  is included on page 44.


                                     - 2 -




                                  BARCLAYS PLC

                              FINANCIAL HIGHLIGHTS

                                                                                              
                                                                                  2004             2003
RESULTS                                                                           GBPm             GBPm
Net interest income                                                              6,842            6,604
Non-interest income                                                              7,103            5,807
Operating income                                                                13,945           12,411
Operating expenses                                                              (8,350)          (7,253)
Provisions for bad and doubtful debts                                           (1,091)          (1,347)
Provisions for contingent liabilities and commitments                               (2)               1
Operating profit                                                                 4,502            3,812
Profit from joint ventures and associated undertakings                              56               29
Exceptional items                                                                   45                4
Profit before tax                                                                4,603            3,845
Profit after tax                                                                 3,314            2,769
Profit attributable to shareholders                                              3,268            2,744
Economic profit1                                                                 1,885            1,430
 
BALANCE SHEET
Shareholders' funds                                                             17,417           16,374
Minority interests: non-equity and equity                                          901              283
Loan capital                                                                    12,277           12,339
Total capital resources                                                         30,595           28,996
Total assets                                                                   522,089          443,262
Weighted risk assets                                                           218,601          188,997
 
PER ORDINARY SHARE                                                                   p                p
Earnings                                                                          51.2             42.3
Dividend                                                                          24.0             20.5
Net asset value                                                                    270              250
 
PERFORMANCE RATIOS                                                                   %                %
Post-tax return on average shareholders' funds                                    19.2             17.0
 
CAPITAL RATIOS                                                                       %                %
Tier 1 ratio                                                                       7.6              7.9
Risk asset ratio                                                                  11.5             12.8
 
GROUP NET INTEREST MARGIN                                                            %                %
Group                                                                             2.59             2.61
Domestic                                                                          3.48             3.64
International                                                                     0.81             0.77
 
ECONOMIC DATA
Period end - US$/GBP                                                              1.92             1.78
Average - US$/GBP                                                                 1.83             1.64
Period end - EUR/GBP                                                              1.41             1.41
Average - EUR/GBP                                                                 1.47             1.45
FTSE 100 Index period end                                                        4,814            4,477
FTSE 100 Index average                                                           4,522            4,051


1 A reconciliation of economic profit to profit after tax and minority interests
  is included on page 44.

                                     - 3 -



                                  BARCLAYS PLC

                      CONSOLIDATED PROFIT AND LOSS ACCOUNT

                                                                                  2004             2003
                                                                                  GBPm             GBPm
Interest receivable                                                             13,665           12,427
Interest payable                                                                (6,823)          (5,823)
                                                                         ----------------------------------
Net interest income                                                              6,842            6,604
                                                                         ----------------------------------
Net fees and commissions receivable                                              4,966            4,263
Dealing profits                                                                  1,493            1,054
Other operating income                                                             644              490
                                                                         ----------------------------------
Total non-interest income                                                        7,103            5,807
                                                                         ----------------------------------
Operating income                                                                13,945           12,411
                                                                         ----------------------------------
Administration expenses - staff costs                                           (4,998)          (4,295)
Administration expenses - other                                                 (2,758)          (2,404)
Depreciation                                                                      (295)            (289)
Goodwill amortisation                                                             (299)            (265)
                                                                         ----------------------------------
Operating expenses                                                              (8,350)          (7,253)
                                                                         ----------------------------------
Operating profit before provisions                                               5,595            5,158
Provisions for bad and doubtful debts                                           (1,091)          (1,347)
Provisions for contingent liabilities and commitments                               (2)               1
                                                                         ----------------------------------
Operating profit                                                                 4,502            3,812
Profit from joint ventures and associated undertakings                              56               29
Exceptional items                                                                   45                4
                                                                         ----------------------------------
Profit on ordinary activities before tax                                         4,603            3,845
Tax on profit on ordinary activities                                            (1,289)          (1,076)
                                                                         ----------------------------------
Profit on ordinary activities after tax                                          3,314            2,769
Minority interests (including non-equity interests)                                (46)             (25)
                                                                         ----------------------------------
Profit for the financial year attributable
to the members of Barclays PLC                                                   3,268            2,744
Dividends                                                                       (1,538)          (1,340)
                                                                         ----------------------------------
Profit retained for the financial year                                           1,730            1,404
                                                                         ----------------------------------
 
Earnings per ordinary share                                                      51.2p            42.3p
Fully diluted earnings per share                                                 51.0p            42.1p
 
Post tax return on average shareholders' funds                                   19.2%            17.0%
 
Dividend per ordinary share                                                      24.0p            20.5p

1 A reconciliation of economic profit to profit after tax and minority interests
  is included on page 44.

                                     - 4 -




                                  BARCLAYS PLC

                           CONSOLIDATED BALANCE SHEET

                                                                                  2004             2003
Assets:                                                                           GBPm             GBPm
Cash and balances at central banks                                               1,753            1,726
Items in course of collection from other banks                                   1,772            2,006
Treasury bills and other eligible bills                                          6,658            7,177
                                                                         ----------------------------------
Loans and advances to banks           - banking                                 24,986           17,254
                                      - trading                                 50,145           44,670
                                                                         ----------------------------------
                                                                                75,131           61,924
                                                                         ----------------------------------
Loans and advances to customers       - banking                                189,847          167,858
                                      - trading                                 65,099           58,961
                                                                         ----------------------------------
                                                                               254,946          226,819
Debt securities                                                                127,428           97,393
Equity shares                                                                   12,166            7,859
Interests in joint ventures and associated undertakings                            409              428
Intangible fixed assets - goodwill                                               4,295            4,406
Tangible fixed assets                                                            1,921            1,790
Other assets                                                                    27,232           23,657
                                                                         ----------------------------------
                                                                               513,711          435,185
Retail life-fund assets attributable to policyholders                            8,378            8,077
                                                                         ----------------------------------
Total assets                                                                   522,089          443,262
                                                                         ----------------------------------

Liabilities:
                                                                         ----------------------------------
Deposits by banks                     - banking                                 74,211           57,641
                                      - trading                                 36,813           36,451
                                                                         ----------------------------------
                                                                               111,024           94,092
                                                                         ----------------------------------
Customer accounts                     - banking                                171,963          155,814
                                      - trading                                 45,755           29,054
                                                                         ----------------------------------
                                                                               217,718          184,868
Debt securities in issue                                                        67,806           49,569
Items in course of collection due to other banks                                 1,205            1,286
Other liabilities                                                               85,363           76,374
Undated loan capital - non-convertible                                           6,149            6,310
Dated loan capital - convertible to preference shares                               15               17
Dated loan capital - non-convertible                                             6,113            6,012
                                                                         ----------------------------------
                                                                               495,393          418,528
                                                                         ----------------------------------

Minority interests and shareholders' funds:
Minority interests (including non-equity interests)                                901              283
                                                                         ----------------------------------
Called up share capital                                                          1,614            1,642
Reserves                                                                        15,803           14,732
                                                                         ----------------------------------
Shareholders' funds: equity                                                     17,417           16,374
                                                                         ----------------------------------
                                                                                18,318           16,657
                                                                         ----------------------------------
                                                                               513,711          435,185
Retail life-fund liabilities attributable to policyholders                       8,378            8,077
                                                                         ----------------------------------
Total liabilities and shareholders' funds                                      522,089          443,262
                                                                         ----------------------------------




                                     - 5 -



                                  BARCLAYS PLC

   RECONCILIATION OF OPERATING EXPENSES, OPERATING PROFIT, PROFIT BEFORE TAX,
                                AND TOTAL ASSETS

In the  detailed  business  analyses  shown on pages 13 to 30,  results are also
presented  excluding goodwill  amortisation.  Barclays  management believes that
these non-GAAP measures provide valuable information to readers of its financial
statements  because  they  enable  the  reader  to focus  more  directly  on the
underlying day-to-day performance of Barclays businesses and provide more detail
concerning  the elements of performance  which the managers of these  businesses
are most directly able to  influence.  They also reflect an important  aspect of
the way in which  operating  targets are defined and performance is monitored by
Barclays  management.  The tables below reconcile  operating  expenses excluding
goodwill,  operating  profit  excluding  goodwill,  profit  before tax excluding
goodwill and total assets excluding goodwill, which are non-GAAP numbers used in
the  presentation  of the  results of the  businesses,  to the  relevant UK GAAP
numbers.




OPERATING EXPENSES BY BUSINESS
                                                              2004                                         2003
                                          ------------------------------------------------------------------------------------------
                                              Excluding       Goodwill      Operating      Excluding       Goodwill      Operating
                                               goodwill                      expenses       goodwill                      expenses
                                                   GBPm           GBPm           GBPm           GBPm           GBPm           GBPm
                                                                                                             
UK Banking                                       (3,019)          (176)        (3,195)        (2,903)          (172)        (3,075)
                                          ------------------------------------------------------------------------------------------
  UK Retail Banking                              (2,270)          (158)        (2,428)        (2,188)          (158)        (2,346)
  UK Business Banking                              (749)           (18)          (767)          (715)           (14)          (729)
                                          ------------------------------------------------------------------------------------------
Private Clients and International                (1,304)           (64)        (1,368)        (1,096)           (42)        (1,138)
                                          ------------------------------------------------------------------------------------------
  Private Clients - ongoing business               (696)           (40)          (736)          (585)           (30)          (615)
                  - closed life                       -              -              -              -              -              -
  International                                    (608)           (24)          (632)          (511)           (12)          (523)
                                          ------------------------------------------------------------------------------------------
Barclaycard                                        (806)           (41)          (847)          (761)           (38)          (799)
Barclays Capital                                 (2,237)             -         (2,237)        (1,638)             -         (1,638)
Barclays Global Investors                          (545)           (18)          (563)          (480)           (13)          (493)
Head office functions and other operations         (140)             -           (140)          (110)             -           (110)
Goodwill                                           (299)           299              -           (265)           265              -
                                          ------------------------------------------------------------------------------------------
Operating expenses                               (8,350)             -         (8,350)        (7,253)             -         (7,253)
                                          ------------------------------------------------------------------------------------------




                                     - 6 -



                                  BARCLAYS PLC

   RECONCILIATION OF OPERATING EXPENSES, OPERATING PROFIT, PROFIT BEFORE TAX,
                                AND TOTAL ASSETS




OPERATING PROFIT BY BUSINESS
                                                              2004                                         2003
                                          ------------------------------------------------------------------------------------------
                                              Excluding       Goodwill      Operating      Excluding       Goodwill      Operating
                                               goodwill                        profit       goodwill                        profit
                                                   GBPm           GBPm           GBPm           GBPm           GBPm           GBPm
                                                                                                            
UK Banking                                        2,428           (176)         2,252          2,276           (172)         2,104
                                          ------------------------------------------------------------------------------------------
  UK Retail Banking                               1,085           (158)           927          1,144           (158)           986
  UK Business Banking                             1,343            (18)         1,325          1,132            (14)         1,118
                                          ------------------------------------------------------------------------------------------
Private Clients and International                   395            (64)           331            256            (42)           214
                                          ------------------------------------------------------------------------------------------
  Private Clients - ongoing business                144            (40)           104             98            (30)            68
                  - closed life                      (4)             -             (4)           (80)             -            (80)
  International                                     255            (24)           231            238            (12)           226
                                          ------------------------------------------------------------------------------------------
Barclaycard                                         797            (41)           756            759            (38)           721
Barclays Capital                                  1,042              -          1,042            835              -            835
Barclays Global Investors                           348            (18)           330            192            (13)           179
Head office functions and other operations         (209)             -           (209)          (241)             -           (241)
Goodwill                                           (299)           299              -           (265)           265              -
                                          ------------------------------------------------------------------------------------------
Operating profit                                  4,502              -          4,502          3,812              -          3,812
                                          ------------------------------------------------------------------------------------------


PROFIT BEFORE TAX BY BUSINESS
                                                            2004                                          2003
                                        --------------------------------------------------------------------------------------------
                                            Excluding        Goodwill         Profit      Excluding        Goodwill         Profit
                                             goodwill                         before       goodwill                         before
                                                                                 tax                                           tax
                                                 GBPm            GBPm           GBPm           GBPm            GBPm           GBPm
UK Banking                                      2,474            (176)         2,298          2,275            (172)         2,103
                                        --------------- -------------- ------------------------------ -------------- ---------------
  UK Retail Banking                             1,127            (158)           969          1,141            (158)           983
  UK Business Banking                           1,347             (18)         1,329          1,134             (14)         1,120
                                        --------------- -------------- ------------------------------ -------------- ---------------
Private Clients and International                 451             (71)           380            287             (49)           238
                                        --------------- -------------- ------------------------------ -------------- ---------------
 Private Clients - ongoing business               144             (40)           104            103             (30)            73
                 - closed life                     (4)              -             (4)           (80)              -            (80)
  International                                   311             (31)           280            264             (19)           245
                                        --------------- -------------- ------------------------------ -------------- ---------------
Barclaycard                                       801             (41)           760            761             (38)           723
Barclays Capital                                1,042               -          1,042            836               -            836
Barclays Global Investors                         347             (18)           329            191             (13)           178
Head office functions and other                                                                                                     
operations                                       (206)              -           (206)          (233)              -           (233)
Goodwill amortisation                            (299)            299              -           (265)            265              -
Goodwill relating to associated                                                                                                     
undertakings                                       (7)              7              -             (7)              7              -
                                        --------------- -------------- ------------------------------ -------------- ---------------
Profit before tax                               4,603               -          4,603          3,845               -          3,845
                                        --------------- -------------- ------------------------------ -------------- ---------------



                                     - 7 -



                                  BARCLAYS PLC

   RECONCILIATION OF OPERATING EXPENSES, OPERATING PROFIT, PROFIT BEFORE TAX,
                                AND TOTAL ASSETS




TOTAL ASSETS BY BUSINESS
                                                              2004                                         2003
                                          ------------------------------------------------------------------------------------------
                                              Excluding       Goodwill          Total      Excluding       Goodwill          Total
                                               goodwill                        assets       goodwill                        assets
                                                   GBPm           GBPm           GBPm           GBPm           GBPm           GBPm
                                                                                                             
UK Banking                                      119,806          2,619        122,425        110,995          2,793        113,788
                                          -------------------------------------------------------------------------- ---------------
  UK Retail Banking                              69,028          2,586         71,614         67,001          2,744         69,745
  UK Business Banking                            50,778             33         50,811         43,994             49         44,043
                                          -------------------------------------------------------------------------- ---------------
Private Clients and International                30,606          1,097         31,703         26,492          1,155         27,647
                                          -------------------------------------------------------------------------- ---------------
  Private Clients - ongoing business              4,988            665          5,653          3,867            697          4,564
                  - closed life                     653              -            653            528              -            528
  International                                  24,965            432         25,397         22,097            458         22,555
                                          -------------------------------------------------------------------------- ---------------
Barclaycard                                      23,019            400         23,419         20,348            291         20,639
Barclays Capital                                332,606              -        332,606        268,702              -        268,702
Barclays Global Investors                           796            174            970            533            162            695
Head office functions and other operations        2,583              5          2,588          3,709              5          3,714
Goodwill                                          4,295         (4,295)             -          4,406         (4,406)             -
Retail life-fund assets                           8,378              -          8,378          8,077              -          8,077
                                          -------------------------------------------------------------------------- ---------------
Total assets                                    522,089              -        522,089        443,262              -        443,262
                                          -------------------------------------------------------------------------- ---------------



                                     - 8 -



                                  BARCLAYS PLC

                                FINANCIAL REVIEW

Results by business 

The following section analyses the Group's performance by business.

Barclays business divisions during 2004 were:
        
*       UK Banking, comprising
        -       UK Retail Banking
        -       UK Business Banking
                        
*       Private Clients and International, comprising
        -       Private Clients
        -       International
        
*       Barclaycard

*       Barclays Capital

*       Barclays Global Investors

The analysis of results by business division excludes goodwill amortisation. The
reconciliation of operating expenses excluding goodwill to operating expenses is
on  page 6,  the  reconciliation  of  operating  profit  excluding  goodwill  to
operating  profit  is on  page 7,  the  reconciliation  of  profit  on  ordinary
activities  before tax excluding  goodwill to profit before tax is on page 7 and
the reconciliation of total assets excluding goodwill to total assets is on page
8.

UK Banking

UK Banking delivers banking solutions to Barclays UK retail and business banking
customers.  It offers a range of integrated  products and services and access to
the expertise of other Group businesses.  Customers are served through a variety
of channels comprising: the branch network, automated teller machines, telephone
banking, online banking and relationship managers. UK Banking is managed through
two business areas, UK Retail Banking and UK Business Banking.

UK Retail Banking  

UK Retail Banking comprises Personal Customers, Mortgages, Small Business and UK
Premier.  The  bringing  together of these  businesses  enables the  building of
broader and deeper relationships with both existing and new customers.  Personal
Customers and Mortgages provide a wide range of products and services to over 14
million retail customers,  including current accounts,  savings,  mortgages, and
general  insurance.  Small Business  provides  banking services to 566,000 small
businesses. UK Premier provides banking,  investment products and advice to some
273,000 affluent customers.

UK Business Banking  

UK Business  Banking  provides  relationship  banking to the Group's  larger and
medium  business  customers  in the United  Kingdom.  Customers  are served by a
network of  relationship  and industry  sector  specialist  managers who provide
local access to an extensive range of products and services, as well as offering
business  information  and support.  Customers  are also  offered  access to the
products and expertise of other businesses in the Group,  particularly  Barclays
Capital.

                                     - 9 -



                                  BARCLAYS PLC

Private Clients and International

Private Clients and International  manages Barclays wealth management operations
and the Group's  international  retail and commercial banking activities.  It is
managed as two distinct businesses.

Private Clients 

Private Clients serves affluent, high net worth and corporate clients, primarily
in the UK and continental Europe,  providing private banking,  offshore banking,
stockbroking  and  asset  management  services,  as well as  financial  planning
services to a broader customer base.  Private Clients  comprises two businesses:
International and Private Banking; and Wealth Solutions (which includes Barclays
Financial Planning,  Barclays  Stockbrokers and the Gerrard business,  which was
acquired in 2003). Through Wealth Solutions, Private Clients delivers investment
products to UK Retail  Banking.  Private  Clients also  includes the closed life
assurance activities.

International 

International provides a range of banking services,  including current accounts,
savings,  investments,  mortgages  and consumer  loans to personal and corporate
customers across Spain,  Portugal,  France,  Italy,  Africa and the Middle East.
International  also  includes  the  results  of  the  FirstCaribbean   business,
accounted for as an associated undertaking.

Barclaycard

Barclaycard is a multi-brand  credit card and consumer  lending business with an
increasing  international  presence  and  is  one of  the  leading  credit  card
businesses in Europe.

In the UK, Barclaycard  manages the Barclaycard  branded credit cards,  Barclays
branded  consumer  loans,  mostly  Barclayloan,  and also  comprises  FirstPlus,
Clydesdale Financial Services and Monument credit cards.

Outside the UK,  Barclaycard  International  is in the United  States,  Germany,
Spain,  Greece,  Italy,  Portugal,  Republic of Ireland and across  Africa.  The
acquisition of the US credit card issuer,  Juniper  Financial  Corporation,  was
completed on 1st December 2004. Juniper provides a platform for the expansion of
Barclaycard's  international  business  into  the  US  credit  card  market  and
specialises in partnership card issuance programmes.

Barclaycard  Business  processes  card  payments for retailers and merchants and
issues cards to corporate customers.

Barclaycard  works  closely  with other parts of the Group,  including UK Retail
Banking,  UK Business Banking and International,  to leverage their distribution
capability.

                                     - 10 -



                                  BARCLAYS PLC

Barclays Capital

Barclays  Capital  is a leading  global  investment  bank which  provides  large
corporate,   institutional  and  government  clients  with  solutions  to  their
financing and risk management needs.

The Barclays  Capital  business  model  focuses on a broad span of financing and
risk  management  services.  It services a wide  variety of client  needs,  from
capital  raising and managing  foreign  exchange,  interest  rate and  commodity
risks,  through to providing  technical  advice and  expertise.  Activities  are
primarily divided between two areas: Rates, which includes fixed income, foreign
exchange,  commodities,  emerging  markets,  money  markets  sales,  trading and
research,  prime  brokerage and equity  related  activities;  and Credit,  which
includes  origination,  sales,  trading and  research  relating  to loans,  debt
capital  markets,   structured  capital  markets,   commercial  mortgage  backed
securities, private equity and large asset leasing.

Barclays Global Investors

Barclays Global Investors (BGI) is one of the world's largest asset managers and
a leading global provider of investment management products and services.

BGI offers  structured  investment  strategies  such as  indexing,  global asset
allocation and risk controlled active products,  including hedge funds. BGI also
provides related investment services such as securities lending, cash management
and portfolio transition services. In addition, BGI is the global product leader
in Exchange Traded Funds  (iShares),  with over 100 funds for  institutions  and
individuals  trading in ten  global  markets.  BGI's  investment  philosophy  is
founded on managing all  dimensions of  performance  with a consistent  focus on
controlling risk, return and cost.


                                     - 11 -


                                  BARCLAYS PLC

                            Intentionally left blank


                                     - 12 -



                                  BARCLAYS PLC



UK Banking
                                                                                               
                                                                                  2004             2003
                                                                                  GBPm             GBPm
Net interest income                                                              3,466            3,301
Net fees and commissions                                                         1,930            1,807
Other operating income                                                             250              397
                                                                         ----------------------------------
Operating income                                                                 5,646            5,505
Operating expenses excluding goodwill                                           (3,019)          (2,903)
                                                                         ----------------------------------
Operating profit before provisions excluding goodwill                            2,627            2,602
Provisions for bad and doubtful debts                                             (199)            (326)
                                                                         ----------------------------------
Operating profit excluding goodwill                                              2,428            2,276
Profit from associated undertakings                                                  4               10
Exceptional items                                                                   42              (11)
                                                                         ----------------------------------
Profit on ordinary activities before tax excluding goodwill1                     2,474            2,275
                                                                         ----------------------------------


Total assets excluding goodwill1                                            GBP119.8bn       GBP111.0bn
Weighted risk assets                                                         GBP91.9bn        GBP84.5bn
 
Risk Tendency                                                                  GBP375m          GBP385m



UK Banking  managed its portfolio of businesses to deliver good profit growth in
a year of  extensive  business  re-organisation.  UK Banking  profit  before tax
excluding  goodwill  increased 9% (GBP199m) to GBP2,474m (2003:  GBP2,275m) as a
result of a very strong  performance from UK Business Banking and a broadly flat
contribution  from UK Retail  Banking.  Profit  before  tax  including  goodwill
increased 9% (GBP195m) to GBP2,298m (2003: GBP2,103m).

UK Banking held a seminar in October 2004 at which it outlined how the formation
of UK Banking would seek to deliver  integrated  banking solutions to customers,
an enhanced  customer  service  experience  and  significant  opportunities  for
revenue growth and productivity improvements.

1 The reconciliation of certain figures excluding goodwill shown in this table
  to the comparable figures including goodwill appears on pages 6-8.

                                     - 13 -



                                  BARCLAYS PLC




UK Retail Banking
                                                                                                  
                                                                                    2004             2003
                                                                                    GBPm             GBPm
Net interest income                                                                2,059            2,000
Net fees and commissions                                                           1,117            1,074
Other operating income                                                               239              365
                                                                           ---------------- ----------------
Operating income                                                                   3,415            3,439
Operating expenses excluding goodwill                                             (2,270)          (2,188)
                                                                           ---------------- ----------------
Operating profit before provisions excluding goodwill                              1,145            1,251
Provisions for bad and doubtful debts                                                (60)            (107)
                                                                           ---------------- ----------------
Operating profit excluding goodwill                                                1,085            1,144
Profit from associated undertakings                                                    -                7
Exceptional items                                                                     42              (10)
                                                                           ---------------- ----------------
Profit on ordinary activities before tax excluding goodwill1                       1,127            1,141
                                                                           ---------------- ----------------


Loans and advances to customers - banking (period end)                         GBP65.6bn        GBP63.2bn
Customer deposits - banking (period end)                                       GBP72.4bn        GBP69.5bn
Total assets excluding goodwill1                                               GBP69.0bn        GBP67.0bn
Weighted risk assets                                                           GBP37.1bn        GBP35.8bn

Risk Tendency                                                                    GBP150m          GBP150m



1 The reconciliation of certain figures excluding goodwill shown in this table
  to the comparable figures including goodwill appears on pages 6-8.

                                     - 14 -



                                  BARCLAYS PLC

UK Retail Banking profit before tax excluding  goodwill decreased 1% (GBP14m) to
GBP1,127m (2003:  GBP1,141m).  Profit before tax including goodwill decreased 1%
(GBP14m) to GBP969m (2003: GBP983m).

Operating  income was broadly flat at GBP3,415m  (2003:  GBP3,439m).  There were
strong  performances in current accounts and UK Premier.  The performance in the
mortgage business was impacted by margin pressure. Net revenue (operating income
less provisions) was also broadly flat at GBP3,355m (2003: GBP3,332m).

Net interest income increased 3% (GBP59m) to GBP2,059m (2003: GBP2,000m). Growth
was driven by higher customer deposit balances particularly in Personal Customer
current  accounts  and UK Premier  deposits,  together  with an  increase in the
retail  savings  margin.   This  growth  was  partially   offset  by  a  reduced
contribution from the mortgage business. The favourable impact of higher average
UK mortgage  balances was more than offset by margin pressure,  due to a fall in
the  proportion of the mortgage  portfolio on the standard  variable  rate,  the
impact of successive  base rate  increases  and a reduction in early  redemption
income.

UK  residential   mortgage   balances  ended  the  period  at  GBP61.7bn  (2003:
GBP59.8bn).  Gross advances were GBP17.5bn (2003: GBP18.3bn) and net lending was
GBP1.9bn (2003: GBP2.0bn). The loan to value ratio within the mortgage book on a
current valuation basis averaged 35% (2003: 40%).

Average overdraft  balances within Personal  Customers  increased by 9%. Average
customer deposit balances increased 5% to GBP68.5bn (2003: GBP65.0bn).  Personal
Customer average current account balances increased 10%. There was strong growth
in UK Premier with average  deposits up 15%, and in Small Business where average
deposit balances were 7% higher. Retail average savings balances increased by 1%
in a highly competitive market.

Net fees and commissions  increased 4% (GBP43m) to GBP1,117m (2003:  GBP1,074m),
driven by strong growth in value added fee-based current account income.

Other operating income decreased 35% (GBP126m) to GBP239m (2003:  GBP365m).  The
majority of the  decrease  was  attributable  to a reduction of GBP89m in income
from the  revision  of  estimated  amounts  expected  to be  repaid  on  banking
liabilities.  There was also lower net premium income on insurance  underwriting
due to a provision relating to the early termination of contracts.
 
Operating  expenses  excluding  goodwill  rose 4% (GBP82m) to  GBP2,270m  (2003:
GBP2,188m).  Operating expenses including goodwill rose 3% (GBP82m) to GBP2,428m
(2003: GBP2,346m). Almost half of the cost increase (GBP40m) was attributable to
preparations for a new regulatory environment,  particularly in the mortgage and
general insurance businesses.  There was significant  investment in the business
infrastructure  and  restructuring  costs were  incurred  in  re-organising  the
business. This included adding 1,000 customer facing staff, an upgrade in branch
management capability and investment in new technology.
 
Provisions decreased 44% (GBP47m) to GBP60m (2003:  GBP107m). The quality of the
loan  portfolio  improved  and  mortgage  balances in arrears  remained at a low
level.  The  reduction  in the  provisions  charge  included a release of GBP40m
associated with the UK mortgage business following a review of the portfolio and
the current loss experience.

The exceptional item of GBP42m was predominantly in respect of the profit on the
sale of a shareholding in Edotech, a former Barclays in-house statement printing
operation.


                                     - 15 -



                                  BARCLAYS PLC




UK Business Banking
                                                                                                 
                                                                                    2004             2003
                                                                                    GBPm             GBPm
Net interest income                                                                1,407            1,301
Net fees and commissions                                                             813              733
Other operating income                                                                11               32
                                                                           ---------------- ----------------
Operating income                                                                   2,231            2,066
Operating expenses excluding goodwill                                               (749)            (715)
                                                                           ---------------- ----------------
Operating profit before provisions excluding goodwill                              1,482            1,351
Provisions for bad and doubtful debts                                               (139)            (219)
                                                                           ---------------- ----------------
Operating profit excluding goodwill                                                1,343            1,132
Profit from associated undertakings                                                    4                3
Exceptional items                                                                      -               (1)
                                                                           ---------------- ----------------
Profit on ordinary activities before tax excluding goodwill1                       1,347            1,134
                                                                           ---------------- ----------------


Loans and advances to customers - banking (period end)                         GBP48.6bn        GBP41.4bn
Customer deposits - banking (period end)                                       GBP42.4bn        GBP38.5bn
Total assets excluding goodwill1                                               GBP50.8bn        GBP44.0bn
Weighted risk assets                                                           GBP54.8bn        GBP48.6bn

Risk Tendency                                                                    GBP225m          GBP235m



1 The reconciliation of certain figures excluding goodwill shown in this table
  to the comparable figures including goodwill appears on pages 6-8.

                                     - 16 -




                                  BARCLAYS PLC

UK Business Banking profit before tax excluding goodwill increased 19% (GBP213m)
to GBP1,347m (2003:  GBP1,134m),  as a result of good income growth, a continued
focus on cost management and a significantly  reduced provision  charge.  Profit
before tax  including  goodwill  increased  19%  (GBP209m) to  GBP1,329m  (2003:
GBP1,120m).  Both Larger  Business and Medium Business  performed  well.  Market
shares of primary banking  relationships for Larger Business and Medium Business
were maintained.

Operating  income  increased 8% (GBP165m) to GBP2,231m  (2003:  GBP2,066m).  Net
revenue (operating income less provisions)  increased 13% (GBP245m) to GBP2,092m
(2003: GBP1,847m).

Net interest income increased 8% (GBP106m) to GBP1,407m (2003: GBP1,301m),  as a
result of strong balance sheet growth. Average lending balances increased 11% to
GBP44.6bn  (2003:  GBP40.2bn);  the  quality of the new lending was good and the
overall credit profile of the portfolio was maintained. Average deposit balances
increased 9% to GBP41.5bn  (2003:  GBP37.9bn).  There was an  improvement in the
lending  margin and a modest  decline in the deposit  margin.  There was a lower
contribution from the structural hedge.

Net fees and  commissions  increased  11% (GBP80m) to GBP813m  (2003:  GBP733m),
driven by significantly higher lending related fees.

Operating  expenses  excluding  goodwill increased 5% (GBP34m) to GBP749m (2003:
GBP715m),  reflecting higher business volumes and increased expenditure on front
line staff and  marketing.  The cost of regulatory  compliance  programmes  also
increased.  Operating  expenses  including  goodwill  increased  5%  (GBP38m) to
GBP765m (2003: GBP767m).

Provisions  decreased 37% (GBP80m) to GBP139m  (2003:  GBP219m).  The provisions
performance was driven by the impact of  significantly  lower potential  problem
loans and non-performing loans and the benefit of a single recovery of GBP57m.


                                     - 17 -



                                  BARCLAYS PLC

                            Intentionally left blank


                                     - 18 -



                                  BARCLAYS PLC




Private Clients and International
                                                                                                             
                                                                                             2004             2003
                                                                                             GBPm             GBPm
Net interest income                                                                           836              749
Net fees and commissions                                                                      850              683
Other operating income                                                                         47               36
                                                                                    ---------------- ----------------
Operating income                                                                            1,733            1,468
Operating expenses excluding goodwill                                                      (1,304)          (1,096)
                                                                                    ---------------- ----------------
Operating profit before provisions excluding goodwill                                         429              372
Provisions for bad and doubtful debts                                                         (30)             (36)
                                                                                    ---------------- ----------------
Operating profit excluding goodwill - ongoing business                                        399              336
Profit from associated undertakings                                                            56               24
Exceptional items                                                                               -                7
                                                                                    ---------------- ----------------
Profit on ordinary activities before tax excluding goodwill
 - ongoing business                                                                           455              367
Contribution from closed life assurance activities                                             (4)             (80)
                                                                                    ---------------- ----------------
Profit on ordinary activities before tax excluding goodwill1                                  451              287
                                                                                    ---------------- ----------------


Total assets excluding goodwill1                                                        GBP30.6bn        GBP26.5bn
Weighted risk assets                                                                    GBP23.3bn        GBP18.2bn

Risk Tendency                                                                              GBP70m           GBP75m




Private Clients and International profit before tax excluding goodwill increased
57% (GBP164m) to GBP451m (2003:  GBP287m).  Profit before tax including goodwill
increased 60% (GBP142m) to GBP380m (2003: GBP238m).

The improved  performance  reflected good momentum in the businesses with strong
income growth in both the Private Clients and International businesses. This was
supported by improved  market  conditions  together  with the benefits  from the
acquisitions  made in 2003 and the return on the prior  investments in improving
the client experience.

There was a significantly  improved  performance  from the closed life assurance
activities.

1 The reconciliation of certain figures excluding goodwill shown in this table
  to the comparable figures including goodwill appears on pages 6-8.

                                     - 19 -



                                  BARCLAYS PLC




Private Clients
                                                                                                            
                                                                                              2004             2003
                                                                                              GBPm             GBPm
Net interest income                                                                            302              288
Net fees and commissions                                                                       529              394
Other operating income                                                                           8                4
                                                                                     ----------------------------------
Operating income                                                                               839              686
Operating expenses excluding goodwill                                                         (696)            (585)
                                                                                     ----------------------------------
Operating profit before provisions excluding goodwill                                          143              101
Provisions for bad and doubtful debts                                                            1               (3)
                                                                                     ----------------------------------
Operating profit excluding goodwill - ongoing business                                         144               98
Exceptional items                                                                                -                5
                                                                                     ----------------------------------
Profit on ordinary activities before tax excluding goodwill                                    144              103
 - ongoing business
Contribution from closed life assurance activities                                              (4)             (80)
                                                                                     ----------------------------------
Profit on ordinary activities before tax excluding goodwill1                                   140               23
                                                                                     ----------------------------------


Loans and advances to customers - banking (period end)                                    GBP4.1bn         GBP3.1bn
Customer deposits - banking (period end)                                                 GBP21.3bn        GBP20.2bn
Total assets excluding goodwill1                                                          GBP5.6bn         GBP4.4bn
Weighted risk assets                                                                      GBP4.0bn         GBP3.2bn

Risk Tendency                                                                                GBP5m            GBP5m




1 The reconciliation of certain figures excluding goodwill shown in this table
  to the comparable figures including goodwill appears on pages 6-8.

                                     - 20 -



                                  BARCLAYS PLC

The  comparison  with the prior  period is impacted by the  acquisitions  of the
Gerrard  business in mid December 2003 and the retail  stockbroking  business of
Charles Schwab Europe at the end of January 2003.

Private  Clients profit before tax excluding  goodwill for the ongoing  business
increased 40% (GBP41m) to GBP144m (2003:  GBP103m).  Profit before tax including
goodwill  for the ongoing  business  increased  42%  (GBP31m) to GBP104m  (2003:
GBP73m).  There was a significantly  improved  performance  from the closed life
assurance activities.

Operating income increased 22% (GBP153m) to GBP839m (2003: GBP686m).

Net interest  income  increased 5% (GBP14m) to GBP302m  (2003:  GBP288m).  Total
average loans increased 31% to GBP3.8bn (2003: GBP2.9bn). Total average customer
deposits  increased 4% to GBP21.4bn (2003:  GBP20.6bn).  Good income growth from
offshore  corporate  deposits  and loans in  International  and Private  Banking
reflected the benefit of investment in relationship  managers and internet based
offerings,  partially offset by adverse exchange rate movements. Deposit margins
improved slightly and were partially offset by lower lending margins.

Net fees and  commissions  increased 34% (GBP135m) to GBP529m  (2003:  GBP394m).
Excluding the contribution from Gerrard, net fees and commissions  increased 8%.
Business volumes improved as higher average equity market levels  contributed to
increased  sales of investment  products and higher fund  management  fees.  The
average  level of the FTSE 100 Index  was 12%  higher  at 4,522  (2003:  4,051).
Stockbroking  fee income increased 6% reflecting the benefits of the integration
of  Charles  Schwab  Europe  as well as  improved  market  conditions.  Although
headline average daily deal volumes in UK retail stockbroking decreased to 7,800
(2003:  8,200), a more favourable  product mix,  including an increase in higher
margin deals, more than compensated for the lower volume.  Fee income in Private
Banking increased 13%,  reflecting the impact of additional  private bankers and
new product launches.

Operating  expenses excluding goodwill increased 19% (GBP111m) to GBP696m (2003:
GBP585m).  Operating  expenses  including  goodwill  increased  20% (GBP121m) to
GBP736m (2003: GBP615m).

Excluding the Gerrard business,  operating  expenses remained broadly flat. Cost
savings  resulting  from reduced  restructuring  costs and cost  synergies  from
Charles Schwab Europe enabled  increased  investment in product  development and
customer service in International and Private Banking and in Wealth Solutions.

Total customer funds,  comprising customer deposits and assets under management,
increased to GBP77bn (2003:  GBP75bn).  Growth in new business and the impact of
the rising stockmarket were partly offset by adverse exchange rate movements. In
October 2004, a multi-manager product was launched, which had GBP1.6bn of assets
under management at the year-end.

The contribution  from the closed life assurance  activities was a loss of GBP4m
(2003:  loss  of  GBP80m).  The  impact  of  stronger  stock  markets,  improved
investment performance and better persistency levels largely offset the costs of
GBP97m (2003:  GBP95m)  relating to redress for customers in respect of sales of
endowment  policies.  The loss of GBP4m is reflected in the Group's results as a
gain of GBP49m (2003:  loss of GBP40m) within other operating income offset by a
reduction of GBP53m (2003: GBP40m) within net interest income.


                                     - 21 -



                                  BARCLAYS PLC




International
                                                                                                    
                                                                                    2004             2003
                                                                                    GBPm             GBPm
Net interest income                                                                  534              461
Net fees and commissions                                                             321              289
Other operating income                                                                39               32
                                                                           ---------------- ----------------
Operating income                                                                     894              782
Operating expenses excluding goodwill                                               (608)            (511)
                                                                           ---------------- ----------------
Operating profit before provisions excluding goodwill                                286              271
Provisions for bad and doubtful debts                                                (31)             (33)
                                                                           ---------------- ----------------
Operating profit excluding goodwill                                                  255              238
Profit from associated undertakings                                                   56               24
Exceptional items                                                                      -                2
                                                                           ---------------- ----------------
Profit on ordinary activities before tax excluding goodwill1                         311              264
                                                                           ---------------- ----------------


Loans and advances to customers - banking (period end)                         GBP19.7bn        GBP16.8bn
Customer deposits - banking (period end)                                       GBP10.1bn         GBP9.9bn
Total assets excluding goodwill1                                               GBP25.0bn        GBP22.1bn
Weighted risk assets                                                           GBP19.3bn        GBP15.0bn

Risk Tendency                                                                     GBP65m           GBP70m



1 The reconciliation of certain figures excluding goodwill shown in this table
  to the comparable figures including goodwill appears on pages 6-8.  



                                     - 22 -



                                  BARCLAYS PLC

The  comparison  with the prior period is impacted by the  acquisition  of Banco
Zaragozano in July 2003.

International  profit  before tax excluding  goodwill  increased 18% (GBP47m) to
GBP311m (2003: GBP264m) reflecting good growth in all businesses.  Profit before
tax including goodwill increased 14% (GBP35m) to GBP280m (2003: GBP245m).

Operating income increased 14% (GBP112m) to GBP894m (2003: GBP782m). Net revenue
(operating  income less  provisions)  increased 15% (GBP114m) to GBP863m  (2003:
GBP749m).

Net  interest  income  increased  16% (GBP73m) to GBP534m  (2003:  GBP461m) as a
result of the inclusion of Banco  Zaragozano  and good balance  growth in Spain,
Africa and Italy.

Total average  customer  deposits  increased 18% to GBP9.4bn  (2003:  GBP8.0bn),
resulting from both the inclusion of Banco  Zaragozano and strong organic growth
in Spain and Africa.

Total average loans  increased 48% to GBP18.3bn  (2003:  GBP12.4bn),  reflecting
strong growth across the portfolio and the inclusion of Banco  Zaragozano  for a
full  year in 2004.  Mortgage  balance  growth in Europe  was very  strong  with
balances up 39%.  Average  lending  balances in Africa  increased  25%.  Overall
lending  margins  reduced  mainly  due to the impact of  mortgage  growth on the
product mix.

Net fees and commissions increased 11% (GBP32m) to GBP321m (2003: GBP289m), with
the majority of the increase reflecting the inclusion of Banco Zaragozano. There
was a strong  performance  in France and Spain from  increased  fund  management
related fees. Spain's total assets under management increased by 27%.

Operating  expenses  excluding goodwill increased 19% (GBP97m) to GBP608m (2003:
GBP511m)  with the majority of the  increase  attributable  to the  inclusion of
Banco Zaragozano.  Operating expenses including goodwill increased 21% (GBP109m)
to GBP639m (2003: GBP530m). Investment in the development of new products and in
enhancing the customer experience remained high across the portfolio.

Provisions decreased 6% (GBP2m) to GBP31m (2003: GBP33m).

The  profit  from  associated   undertakings  reflected  the  contribution  from
FirstCaribbean.  The improved  performance  reflected  the delivery of synergies
arising  from the  merger  which  created  FirstCaribbean,  together  with  good
underlying growth in customer activity. The results of FirstCaribbean  included 
a gain of GBP28m on the sale of shares held in Republic Bank Limited.


                                     - 23 -



                                  BARCLAYS PLC




Barclaycard
                                                                                                 
                                                                                    2004             2003
                                                                                    GBPm             GBPm
Net interest income                                                                1,600            1,555
Net fees and commissions                                                             764              673
                                                                           ---------------- ----------------
Operating income                                                                   2,364            2,228
Operating expenses excluding goodwill                                               (806)            (761)
                                                                           ---------------- ----------------
Operating profit before provisions excluding goodwill                              1,558            1,467
Provisions for bad and doubtful debts                                               (761)            (708)
                                                                           ---------------- ----------------
Operating profit excluding goodwill                                                  797              759
Profit from joint ventures                                                             4                2
                                                                           ---------------- ----------------
Profit on ordinary activities before tax excluding goodwill1                         801              761
                                                                           ---------------- ----------------


Loans and advances to customers - banking (period end)                         GBP22.3bn        GBP19.6bn
 
Total assets excluding goodwill1                                               GBP23.0bn        GBP20.3bn
Weighted risk assets                                                           GBP20.2bn        GBP18.3bn

Risk Tendency                                                                    GBP860m          GBP775m



1 The reconciliation of certain figures excluding goodwill shown in this table
  to the comparable figures including goodwill appears on pages 6-8.


                                     - 24 -



                                  BARCLAYS PLC

Barclaycard  profit  before tax  excluding  goodwill  increased  5%  (GBP40m) to
GBP801m  (2003:  GBP761m).  Profit  before tax including  goodwill  increased 5%
(GBP37m) to GBP760m (2003: GBP723m).

Operating  income  increased 6% (GBP136m) to GBP2,364m  (2003:  GBP2,228m).  Net
revenue  (operating  income less provisions)  increased 5% (GBP83m) to GBP1,603m
(2003:  GBP1,520m).  A high level of  recruitment  of UK retail  card  customers
continued at 1.33m (2003: 1.55m).

Net  interest  income  increased  3% (GBP45m)  to  GBP1,600m  (2003:  GBP1,555m)
reflecting  growth in UK average  extended credit  balances,  up 11% to GBP8.2bn
(2003:  GBP7.4bn) and higher UK average loan balances, up 11% to GBP9.4bn (2003:
GBP8.5bn).  Margins in the consumer  lending  business  remained  broadly stable
whereas margins in UK cards decreased,  reflecting  higher funding costs and the
impact of increased balance transfer activity at promotional rates.

Net fees and commissions  increased 14% (GBP91m) to GBP764m (2003: GBP673m) as a
result  of the  continued  growth  in  the  credit  card  and  consumer  lending
businesses and good volume growth within the merchant acquiring business.

Operating  expenses  excluding  goodwill  rose 6%  (GBP45m)  to  GBP806m  (2003:
GBP761m).  Operating  expenses  including  goodwill  rose 6% (GBP48m) to GBP847m
(2003: GBP799m). The increase reflected investment in Barclaycard  International
and brand related investment in the UK.

Provisions increased 7% (GBP53m) to GBP761m (2003:  GBP708m).  This increase was
lower than the growth in assets and reflected the continued  benefit of improved
collections   activity.   Non-performing   loan  balances  increased  but  at  a
significantly  lower  rate than the growth in  assets.  Delinquency  levels as a
percentage of  outstandings  for both  Barclaycard  branded credit cards and for
Barclayloan were stable.

In the UK,  particularly  strong  performances  from the Monument and  FirstPlus
businesses,  together  with  Barclaycard  Business,  more than offset the margin
pressure and brand investment in the Barclaycard branded card activities.

Barclaycard  International  made good progress with its growth strategy.  Profit
before tax  increased to GBP8m (2003:  GBP4m).  Income  increased 30% due to the
growth in average extended credit balances,  up 28% to GBP882m (2003:  GBP689m).
The  number of  Barclaycard  International  cards in issue  rose to 2.9m  (2003:
1.7m).  Barclaycard  established a presence in the US credit card market through
the acquisition of the Juniper Financial  Corporation in December 2004.  Juniper
is a US credit card issuer with US$1.4bn in  receivables  and 1 million cards in
issue. In 2004, Juniper  contributed a loss of GBP2m, for the month of December,
in line with expectations at the time of the acquisition.


                                     - 25 -



                                  BARCLAYS PLC




Barclays Capital
                                                                                                          
                                                                                           2004             2003
                                                                                           GBPm             GBPm
Net interest income                                                                       1,006            1,024
Dealing profits                                                                           1,469            1,042
Net fees and commissions                                                                    611              551
Other operating income                                                                      295              109
                                                                                  ---------------- ----------------
Operating income                                                                          3,381            2,726
Operating expenses                                                                       (2,237)          (1,638)
                                                                                  ---------------- ----------------
Operating profit before provisions                                                        1,144            1,088
Provisions for bad and doubtful debts                                                      (102)            (253)
                                                                                  ---------------- ----------------
Operating profit                                                                          1,042              835
Profit from associated undertakings                                                           -                1
                                                                                  ---------------- ----------------
Profit on ordinary activities before tax                                                  1,042              836
                                                                                  ---------------- ----------------

Net revenue per member of staff (year average FTE '000)                                  GBP479           GBP443
Total assets                                                                           GBP333bn         GBP269bn
Weighted risk assets                                                                    GBP80bn          GBP65bn
 
Risk Tendency                                                                            GBP70m          GBP135m



                                     - 26 -



                                  BARCLAYS PLC

Barclays  Capital profit before tax increased 25% (GBP206m) to GBP1,042m  (2003:
GBP836m),  as a result of very strong  operating income growth and the continued
improvement in the credit environment. The very strong performance was driven by
growth in business  volumes and client activity levels.  Net revenue  (operating
income less provisions) increased 33% (GBP806m) to GBP3,279m (2003: GBP2,473m).

Operating income increased 24% (GBP655m) to a record GBP3,381m (2003: GBP2,726m)
as a result of  strong  growth  across  most of the  product  areas in Rates and
Credit.  Income by product  continued to  diversify  with the  strongest  growth
delivered by credit  products and equity related  products.  Regional growth was
broadly based with particularly  strong results in the US and Asia. Average DvaR
increased to GBP34m (2003: GBP26m). Period end DvaR was GBP32m (2003: GBP37m).

Secondary income,  comprising dealing profits and net interest income, is mainly
generated from providing  client risk management  solutions.  This increased 20%
(GBP409m) to GBP2,475m (2003: GBP2,066m).

Dealing profits  increased 41% (GBP427m) to GBP1,469m  (2003:  GBP1,042m),  with
very strong performances in both the Rates and Credit businesses. This reflected
higher  volumes of client led activity  across a broad range of products and the
continued  benefit  of  recent  headcount   investments  in  product  depth  and
geographic  reach.  Net  interest  income fell 2% (GBP18m) to  GBP1,006m  (2003:
GBP1,024m) driven by lower  contributions  from money markets due to the reduced
size of the book.

Primary  income,   comprising  net  fees  and  commissions   from  advisory  and
origination   activities,   grew  11%  (GBP60m)  to  GBP611m  (2003:   GBP551m).
Securitisation,  structured bonds and leveraged finance grew significantly, more
than offsetting  lower market  activity by corporates.  Net fees and commissions
included GBP63m (2003:  GBP89m) of internal fees for structured  capital markets
activities arranged by Barclays Capital.

Other  operating  income  increased to GBP295m (2003:  GBP109m) as a result of a
number  of  private  equity   realisations   and  structured   capital   markets
transactions.

Operating expenses increased 37% (GBP599m) to GBP2,237m (2003: GBP1,638m) due to
the  execution of the  business  expansion  plan and an increase in  performance
related pay. Business as usual costs increased significantly,  reflecting higher
volumes and the growth in staff numbers.  Revenue related costs increased due to
the strong  profit  performance.  The  recruitment  of staff to expand  product,
client coverage and distribution  capabilities  resulted in significantly higher
strategic  investment  costs.  The ratio of total costs to net revenue and staff
costs  to  net  revenue  both  increased  by 2% to  68%  and  55%  respectively.
Approximately  half  of the  total  costs  comprised  performance  related  pay,
discretionary investment spend and short-term contractor resource.

Total headcount increased by 2,000 to 7,800 (2003:  5,800).  Almost a third were
in the front  office,  mainly in Europe  and the US.  Approximately  half of the
increase was directed at  strengthening  the back office and control  functions.
The remainder  related to contract  staff,  mainly in technology,  which ensured
that the support  platform could be developed  whilst  maintaining  flexibility.
Barclays  Capital  accelerated   targeted   investments  in  revenue  generating
capabilities   together  with  a  strengthening   of  the  control  and  support
environment.  This  investment  has expanded the scope of the product  offering,
building new income streams from  commercial  and  residential  mortgage  backed
securities and home equity loans.  Existing offerings in commodities trading and
equity related products were extended to the US and client channels continued to
be extended in Europe, the US and Asia.

Provisions  fell 60%  (GBP151m)  to  GBP102m  (2003:  GBP253m),  reflecting  the
significant  decline in non-performing  and potential problem loan balances as a
result of a more stable wholesale credit environment.


                                     - 27 -



                                  BARCLAYS PLC




Barclays Global Investors
                                                                                                 
                                                                                    2004             2003
                                                                                    GBPm             GBPm
Net interest income                                                                    5                9
Net fees and commissions                                                             882              662
Other operating income                                                                 6                1
                                                                           ---------------- ----------------
Operating income                                                                     893              672
Operating expenses excluding goodwill                                               (545)            (480)
                                                                           ---------------- ----------------
Operating profit excluding goodwill                                                  348              192
Loss from joint ventures                                                              (2)              (1)
Exceptional items                                                                      1                -
                                                                           ---------------- ----------------
Profit on ordinary activities before tax excluding goodwill1                         347              191
                                                                           ---------------- ----------------
 
Net revenue per member of staff (year average FTE '000)                           GBP464           GBP333

Total assets excluding goodwill1                                                GBP0.8bn         GBP0.5bn
Weighted risk assets                                                            GBP1.2bn         GBP1.1bn
 


1 The reconciliation of certain figures excluding goodwill shown in this table
  to the comparable figures including goodwill appears on pages 6-8.
 

                                     - 28 -




                                  BARCLAYS PLC

Barclays Global  Investors (BGI) delivered  another year of record  performance.
Profit before tax excluding  goodwill  increased 82% (GBP156m) to GBP347m (2003:
GBP191m) reflecting  substantial income growth and continued  discipline in cost
management.  Profit  before tax  including  goodwill  increased 85% (GBP151m) to
GBP329m (2003:  GBP178m).  Foreign exchange  movements impacted growth in income
and costs.  Approximately 55% of income is generated in the US and 31% in the UK
and continental Europe.

Net fees and  commissions  increased 33% (GBP220m) to GBP882m  (2003:  GBP662m),
with strong income  generation  across both the active and index  businesses and
particularly in investment  management  fees. These resulted from strong net new
sales,  growth in sales of higher  margin  products and stronger  global  equity
markets,  partially  offset by adverse foreign  exchange  movements.  Securities
lending income growth was also very strong, benefiting from increased volumes.

Successful  income  generation  continued  across a diverse  range of  products,
distribution channels and geographies and active product investment  performance
remained strong.  BGI's commitment to innovation continued as a number of iShare
(Exchange   Traded  Funds)  products  were  launched  during  2004.   There  was
significant  growth in global  iShares  with assets under  management  up 88% to
US$130bn at the year-end.

Operating  expenses  excluding goodwill increased 14% (GBP65m) to GBP545m (2003:
GBP480m)  primarily  as a  result  of  higher  performance  based  expenses  and
benefited from foreign exchange movements. Operating expenses including goodwill
increased 14% (GBP70m) to GBP563m (2003: GBP493m).

Total  assets under  management  increased  19%  (GBP111bn)  to GBP709bn  (2003:
GBP598bn).  The growth included the significant  generation of net new assets of
GBP65bn.  An increase of GBP97bn  attributable to market movements was partially
offset by GBP51bn of adverse exchange rate movements.


                                     - 29 -


 
                                  BARCLAYS PLC

Head office functions and other operations

Head office  functions  comprise all the Group's  central  costs,  including the
following areas that fall within Group Functions: Executive Management, Finance,
Treasury,  Marketing,  Communications,  Human Resources,  Strategy and Planning,
Internal Audit, Legal,  Corporate  Secretariat,  Tax, Compliance and Risk. Costs
incurred wholly on behalf of the business units are recharged to them.

Central items include  internal fees charged by Barclays  Capital for structured
capital  markets   activities,   income  from  the  management  of  the  Group's
operational  premises,   property  related  services  and  other  central  items
including activities which support the operating business.

Transition  Businesses  comprise  discontinued South American and Middle Eastern
corporate banking businesses and other centrally managed Transition  Businesses.
These  non-core  relationships  are managed  separately  with the  objective  of
maximising the recovery from the assets concerned.



                                                                                               
                                                                                  2004             2003
                                                                                  GBPm             GBPm
Head office functions and central items                                           (201)            (192)
Transition Businesses                                                                7              (25)
Restructuring costs                                                                (12)             (16)
                                                                         ----------------------------------
Loss on ordinary activities before tax excluding goodwill1                        (206)            (233)
                                                                         ----------------------------------



Head office  functions and central  items costs  increased 5% (GBP9m) to GBP201m
(2003:  GBP192m).  Central  items  included  internal  fees  charged by Barclays
Capital for structured capital market activities of GBP63m (2003: GBP89m).

The improved  performance of Transition  Businesses,  from a loss of GBP25m to a
profit of GBP7m, primarily reflected provisions released.

1 The reconciliation of loss on ordinary activities before tax excluding
  goodwill to loss before tax is on page 7.

                                     - 30 -


 
                                  BARCLAYS PLC




Results by nature of income and expense
                                                                                                

Net interest income                                                               2004             2003
                                                                                  GBPm             GBPm
Interest receivable                                                             13,665           12,427
Interest payable                                                                (6,823)          (5,823)
                                                                         ----------------------------------
                                                                                 6,842            6,604
                                                                         ----------------------------------

Group net interest margin1                                                           %                %
Group                                                                             2.59             2.61
Domestic                                                                          3.48             3.64
International                                                                     0.81             0.77



1 Domestic business is conducted primarily in the UK in Sterling.  International
  business is conducted primarily in foreign currencies.  In addition to the 
  business carried out by overseas branches and subsidiaries, some international
  business is transacted in the UK. Interest margin is net interest income as a 
  percentage of average interest earning assets.

  The margins shown above exclude non-margin related items, including profits 
  and losses on the repurchase of loan capital and the unwinding of the discount
  on vacant leasehold property provisions.


Group net interest income increased 4% (GBP238m) to GBP6,842m (2003: GBP6,604m),
reflecting  growth in balances  which more than offset a 2 basis  points fall in
the Group net interest margin to 2.59%.

The Group net  interest  margin of 2.59%  (2003:  2.61%)  includes  0.42% (2003:
0.48%)  arising  from the benefit of free funds.  A component  of the benefit of
free funds is the structural hedge against  short-term  interest rate movements.
The  contribution of the structural  hedge has decreased to 0.12% (2003:  0.19%)
largely due to the impact of higher short-term interest rates.

Group average  interest  earning  assets  increased  GBP11bn to GBP264bn  (2003:
GBP253bn).  Domestic  average  interest  earning  assets  increased  GBP14bn  to
GBP176bn  (2003:  GBP162bn).  This reflected  increases  across the  businesses.
International average interest earning assets remained broadly stable at GBP88bn
(2003: GBP90bn).

The domestic net  interest  margin fell 16 basis points to 3.48% (2003:  3.64%).
This was  attributable  to the margin  pressure in the  mortgage  business,  the
impact of base rate  rises  during the year,  higher  funding  costs,  increased
promotional  balance  transfer  activity in the cards business and the impact of
the structural  hedge.  This was partially offset by increased margins in retail
savings, Business Banking loans and Barclays Capital banking activities. Margins
in other areas remained broadly stable.

The  international  net  interest  margin  increased  by 4 basis points to 0.81%
(2003:  0.77%) largely due to a change in the mix of both assets and liabilities
in Barclays Capital banking activities.

The Group net interest  margin was impacted by the factors  described above with
the  reduction  largely  mitigated by an increase in the  proportion of domestic
interest earning assets.


                                     - 31 -



                                  BARCLAYS PLC




Net fees and commissions
                                                                                               
                                                                                  2004             2003
                                                                                  GBPm             GBPm
Fees and commissions receivable                                                  5,672            4,896
Less: fees and commissions payable                                                (706)            (633)
                                                                         ----------------------------------
                                                                                 4,966            4,263
                                                                         ----------------------------------



Group net fees and  commissions  increased  16%  (GBP703m) to  GBP4,966m  (2003:
GBP4,263m), reflecting good growth across all businesses.

Fees  and  commissions   receivable  rose  16%  (GBP776m)  to  GBP5,672m  (2003:
GBP4,896m) driven by increases in: Barclays Global Investors,  reflecting strong
income generation across both the active and index businesses; Barclays Capital,
with good  contributions from origination and advisory  activities;  and Private
Clients,  as a result  of  stronger  business  volumes  and the  acquisition  of
Gerrard. Good growth was also achieved in UK Banking and in Barclaycard.




Dealing profits
                                                                                               
                                                                                  2004             2003
                                                                                  GBPm             GBPm
Rates related business                                                           1,141              909
Credit related business                                                            352              145
                                                                         ----------------------------------
                                                                                 1,493            1,054
                                                                         ----------------------------------



Almost all the Group's dealing profits are generated in Barclays Capital.

Dealing profits  increased 42% (GBP439m) to GBP1,493m  (2003:  GBP1,054m),  with
very strong performances in both the Rates and Credit businesses. This reflected
higher  volumes of client led activity  throughout the year across a broad range
of  products  and the  continued  benefit of  headcount  investments  to broaden
product  depth  and  geographical  reach.  The very  strong  growth in the Rates
businesses  was across equity  related  activities,  foreign  exchange and fixed
income.  The very  strong  performance  in the Credit  businesses  reflected  an
increase in the contribution from credit derivatives.

Total  foreign  exchange  income was GBP520m  (2003:  GBP498m) and  consisted of
revenues earned from both retail and wholesale activities.  The foreign exchange
income  earned on  customer  transactions  by UK  Banking,  Private  Clients and
International and Barclaycard,  both externally and within Barclays Capital,  is
reported in those business units, within fees and commissions.


                                     - 32 -




                                  BARCLAYS PLC




Other operating income
                                                                                               
                                                                                  2004             2003
                                                                                  GBPm             GBPm
Net premium income on insurance underwriting                                       211              264
Gain on disposal of investment securities                                          181               73
Income from the long term assurance business                                        58              (33)
Property rentals                                                                     9               15
Dividend income from equity shares                                                  17                6
Other income                                                                       168              165
                                                                         ----------------------------------
                                                                                   644              490
                                                                         ----------------------------------



Other operating income increased 31% (GBP154m) to GBP644m (2003: GBP490m).

Net premium income on insurance  underwriting  decreased 20% (GBP53m) to GBP211m
(2003: GBP264m),  primarily due to a provision relating to the early termination
of contracts.

Gain on  disposal of  investment  securities  rose by GBP108m to GBP181m  (2003:
GBP73m),  predominantly  due to a number of  realisations  in the private equity
business within Barclays Capital.

Virtually  all the Group's long term  assurance  activity is based in the UK and
was the main  component  of the  GBP58m  contribution.  This  included  costs of
redress for customer  claims in respect of endowment  policies of GBP97m  (2003:
GBP95m).

Dividend  income  increased by GBP11m to GBP17m  (2003:  GBP6m) as a result of a
significant dividend received from an investment.

Other income was flat at GBP168m (2003: GBP165m).  This reflected a reduction of
GBP98m in income, primarily in UK Retail Banking, from the revision of estimated
amounts  expected  to be  repaid  on  banking  liabilities.  This was  offset by
realisations on structured capital market transactions.


                                     - 33 -




                                  BARCLAYS PLC

Operating expenses

The Group manages costs on the basis of three specific  categories:  business as
usual, revenue related and strategic investment. Revenue related costs are costs
that are directly associated with a corresponding  change in revenue or profits.
Strategic  investment  costs are costs that can  generate  or enable new revenue
streams or definable  growth in a revenue stream,  or generate or enable reduced
costs.  Acquisition  and disposal costs are those  expenses  incurred in 2004 or
2003 by those  businesses  that were  purchased  or sold by the group in 2004 or
2003. Restructuring costs and goodwill amortisation are reported separately.

The Group's expenses are summarised in the following table:



                                                                                              
                                                                                  2004             2003
                                                                                  GBPm             GBPm
Business as usual expenses                                                       5,864            5,316
Revenue related costs                                                            1,213              982
Strategic investment costs                                                         502              392
Acquisitions and disposals                                                         273               89
Restructuring charge                                                               199              209
Goodwill amortisation                                                              299              265
                                                                         ----------------------------------
                                                                                 8,350            7,253
                                                                         ----------------------------------



Operating expenses rose 15% (GBP1,097m) to GBP8,350m (2003: GBP7,253m).

Business as usual costs increased 10% (GBP548m) to GBP5,864m (2003:  GBP5,316m),
reflecting  higher  business  volumes and increased  organic  investment.  Costs
associated  with  the   implementation   of  major  regulatory  and  legislative
programmes,   including  the  new  Mortgage  &  General  Insurance  regulations,
International  Financial  Reporting  Standards,  Basel  II and  Sarbanes  Oxley,
represented GBP94m of the increase.

Revenue  related costs rose 24% (GBP231m) to GBP1,213m  (2003:  GBP982m)  driven
largely by increased performance related payments, primarily in Barclays Capital
and Barclays Global Investors.

Strategic  investment costs increased 28% (GBP110m) to GBP502m (2003:  GBP392m).
This  reflected  increased  spend in  Barclays  Capital,  due to the  impact  of
targeted  acquisition  of staff to drive the  development  of  products,  client
coverage and  distribution  capabilities,  across Europe,  the US and Asia. Also
included  is a GBP23m  cost  increase  relating  to the  relocation  of Barclays
headquarters to Canary Wharf.

Acquisitions and disposals costs reflected the acquisitions of Juniper Financial
Corporation in 2004 and Charles Schwab Europe,  Clydesdale  Financial  Services,
Banco Zaragozano and Gerrard in 2003.


                                     - 34 -



                                  BARCLAYS PLC




Administrative expenses - staff costs
                                                                                               
                                                                                  2004             2003
                                                                                  GBPm             GBPm
Salaries and accrued incentive payments                                          4,043            3,441
Social security costs                                                              339              278
Pension costs                                                                      160              180
Post-retirement health care                                                         22               19
Other staff costs                                                                  434              377
                                                                         ----------------------------------
                                                                                 4,998            4,295
                                                                         ----------------------------------

                                                                                  2004             2003
Number of staff at period end:
UK Banking                                                                      41,800           41,000
                                                                         ----------------------------------
   UK Retail Banking                                                            34,400           34,000
   UK Business Banking                                                           7,400            7,000
                                                                         ----------------------------------
Private Clients and International                                               19,300           19,000
                                                                         ----------------------------------
   Private Clients                                                               7,200            6,900
   International                                                                12,100           12,100
                                                                         ----------------------------------
Barclaycard                                                                      6,700            6,200
Barclays Capital                                                                 7,800            5,800
Barclays Global Investors                                                        1,900            2,000
Head office functions and other operations                                         900              800
                                                                         ----------------------------------
Total Group permanent and contract staff worldwide                              78,400           74,800
Temporary and agency staff worldwide                                             4,300            4,100
                                                                         ----------------------------------
Total including temporary and agency staff                                      82,700           78,900
                                                                         ----------------------------------



Staff costs increased by 16% (GBP703m) to GBP4,998m (2003: GBP4,295m).

Salaries  and accrued  incentive  payments  rose by 17%  (GBP602m)  to GBP4,043m
(2003:  GBP3,441m) principally reflecting increased performance related payments
primarily  within  Barclays  Capital and Barclays  Global  Investors,  increased
headcount, and the impact of the businesses acquired in 2003.

Pension costs comprise all UK and international pension schemes. Included in the
costs is a charge of GBP103m  (2003:  GBP128m) in respect of the Group's main UK
pension schemes.

Staff  numbers  shown  are on a  full  time  equivalent  basis.  United  Kingdom
permanent and contract staff are 60,000 (2003:  58,000).  Internationally  based
permanent and contract staff numbers are 18,400 (2003: 16,800).

During 2004, permanent and contract staff increased by 3,600. The implementation
of restructuring  programmes resulted in a decrease of 2,100 staff, but this was
more than offset by the recruitment of additional staff throughout the Group and
400 staff from the  acquisition  of Juniper.  Significant  areas of  recruitment
were:  Barclays  Capital,  to drive the expansion of its business;  Barclaycard,
through  the growth of  Barclaycard  International,  and the  addition  of front
office  staff to improve  customer  service in  Barclaycard  UK; and UK Banking,
mostly from the recruitment of front line staff in both UK Retail Banking and UK
Business Banking.

Head office functions and other operations include staff undertaking  activities
which support the operating businesses including central information  technology
services. These costs are predominantly passed onto the businesses.


                                     - 35 -



                                  BARCLAYS PLC




Administrative expenses - other
                                                                                                
                                                                                  2004             2003
                                                                                  GBPm             GBPm
Property and equipment expenses                                                  1,041              985
Other administrative expenses                                                    1,717            1,419
                                                                         ----------------------------------
                                                                                 2,758            2,404
                                                                         ----------------------------------


Administrative  expenses  - other  rose by 15%  (GBP354m)  to  GBP2,758m  (2003:
GBP2,404m)  as  a  result  of  higher  business   activity  and  the  impact  of
acquisitions.

Depreciation

                                                                                  2004             2003
                                                                                  GBPm             GBPm
Property depreciation                                                               86               93
Equipment depreciation                                                             209              196
                                                                         ----------------------------------
                                                                                   295              289
                                                                         ----------------------------------



                                     - 36 -




                                  BARCLAYS PLC




Provisions for bad and doubtful debts
                                                                                                
                                                                                  2004             2003
                                                                                  GBPm             GBPm
The provisions charge for the year in respect of bad and doubtful debts
comprises:

Specific provisions
New and increased provisions                                                     1,767            1,628
Releases                                                                          (211)            (195)
Recoveries                                                                        (255)            (113)
                                                                         ----------------------------------
                                                                                 1,301            1,320
General provisions (release) / charge                                             (210)              27
                                                                         ----------------------------------
Net charge                                                                       1,091            1,347
                                                                         ----------------------------------
 
Total provisions balances for bad and doubtful debts at end of the year
comprise:
 
Specific provisions                                                              2,202            2,233
General provisions                                                                 564              795
                                                                         ----------------------------------
                                                                                 2,766            3,028
                                                                         ----------------------------------



The credit environment in both retail and in corporate and wholesale  businesses
was relatively  benign in 2004. This led to lower  provisions  charges,  a lower
level of potential  problem loans and  non-performing  loans and  consequently a
reduced need to hold provision balances.

Overall,   the  Group  provisions   charge  declined  19%  to  GBP1,091m  (2003:
GBP1,347m).  This  resulted  from a  substantial  decrease in the  corporate and
wholesale provisions charge, whilst the retail provision charge was steady.

The  provision  coverage  of  potential  credit risk loans  (PCRLs),  comprising
potential  problem loans and non  performing  loans,  was higher at 59.2% (2003:
54.6%)  as  PCRLs  fell  relatively  more  than  the  provisions  balance.  As a
percentage of average  banking loans and advances,  the provisions  rate fell to
0.54% (2003: 0.73%).

In the corporate and wholesale  businesses,  PCRLs fell 29% to GBP2,062m  (2003:
GBP2,920m),  reflecting the strong corporate credit  environment.  The corporate
and  wholesale  provisions  charge  declined  to GBP284m  (2003:  GBP543m).  The
reduction in the provisions charge included an exceptional recovery of GBP57m in
UK Business Banking.

In the retail businesses,  PCRLs remained steady at GBP2,679m (2003: GBP2,712m).
The provisions charge in the retail businesses was also steady at GBP807m (2003:
GBP804m). The provisions charge increased in Barclaycard (the card and unsecured
consumer  lending  business)  due to volume  growth  and the  maturation  of new
customer  recruitment.  The  provisions  charge  included  a  release  of GBP40m
associated  with the UK mortgage  business,  following a review of the portfolio
and the current loss experience.

Total provision  balances declined 9% (GBP262m) to GBP2,766m (2003:  GBP3,028m).
The fall in the general  provisions  balance of GBP231m  largely  resulted  from
transfers  to specific  provisions  of  GBP198m,  which had no effect on the net
provisions charge as the specific provisions charge was increased by the same 
amount. The transfers reflected enhancements to provisioning models and the
resolution of an individual large corporate exposure.


                                     - 37 -



                                  BARCLAYS PLC




Profit from joint ventures and associated undertakings
                                                                                                
                                                                                  2004             2003
                                                                                  GBPm             GBPm
(Loss)/profit from joint ventures                                                   (3)               1
 Profit from associated undertakings                                                59               28
                                                                         ----------------------------------
                                                                                    56               29
                                                                         ----------------------------------

The majority of the profit from associated  undertakings for the year relates to
the  investment in  FirstCaribbean.  The profit from  FirstCaribbean  reflects a
strong  operating  performance  and includes a gain of GBP28m on the disposal of
shares held in Republic Bank Limited.

Exceptional items

                                                                                  2004             2003
                                                                                  GBPm             GBPm
Profit on sale of businesses                                                        45                4
                                                                         ----------------------------------
                                                                                    45                4
                                                                         ----------------------------------


The  profit  on  disposal  relates  mainly  to the sale of the  shareholding  in
Edotech,  an  investment  in  a  former  Barclays  in-house  statement  printing
operation.

Tax rate

The charge for the year is based upon a UK  corporation  tax rate of 30% for the
calendar  year 2004  (2003:  30%).  The  effective  rate of tax is 28.0%  (2003:
28.0%).  The rate is lower than the standard  rate of tax due to the  beneficial
effects of lower tax on overseas income and certain  non-taxable gains offset by
the absence of tax relief on goodwill.

Minority interests (including non-equity interests)

Minority interests  (including  non-equity  interests) of GBP46m (2003:  GBP25m)
includes  GBP21m  (2003:  GBP2m)  attributable  to the equity  owned by staff in
Barclays Global Investors.


                                     - 38 -



                                  BARCLAYS PLC




Earnings per ordinary share
                                                                                                  
                                                                                      2004             2003
Profit for the financial year attributable to the                                                              
members of Barclays PLC                                                          GBP3,268m        GBP2,744m
 
Weighted average number of ordinary shares in issue                                 6,381m           6,483m
Dilutive effect of share options outstandings                                          33m              31m
                                                                             ---------------- -----------------
Diluted weighted average number of shares                                           6,414m           6,514m
                                                                             ---------------- -----------------
 
                                                                                         p                p
Earnings per ordinary share                                                           51.2             42.3
 
Fully diluted earnings per ordinary share                                             51.0             42.1



Dividends on ordinary shares

The Board has decided to pay, on 29th April 2005, a final  dividend for the year
ending 31st December 2004 of 15.75p per ordinary share, for shares registered in
the  books of the  Company  at the  close of  business  on 25th  February  2005.
Shareholders  who have their  dividends  paid  direct to their bank or  building
society account will receive a consolidated tax voucher  detailing the dividends
paid in the 2005/2006 tax year in mid-October 2005.

For  qualifying  US and Canadian  resident ADR  holders,  the final  dividend of
15.75p per ordinary share becomes 63.00p per ADS (representing four shares). The
ADR  depositary  will mail the dividend on 29th April 2005 to ADR holders on the
record on 25th February 2005.
 
For qualifying Japanese shareholders,  the final dividend of 15.75p per ordinary
share will be distributed at the beginning of June to shareholders on the record
on 25th February 2005.


                                     - 39 -




                                  BARCLAYS PLC

Balance Sheet




Capital resources
                                                                                               
                                                                                  2004             2003
                                                                                  GBPm             GBPm
Shareholders' funds: equity                                                     17,417           16,374
Minority interests: non-equity                                                     690                -
Minority interests: equity                                                         211              283
                                                                         ----------------------------------
                                                                                18,318           16,657
Loan capital                                                                    12,277           12,339
                                                                         ----------------------------------
                                                                                30,595           28,996
                                                                         ----------------------------------



Total capital resources increased in the year by GBP1,599m.

Shareholders'  funds  increased by GBP1,043m,  reflecting  profit  retentions of
GBP1,730m,  net  proceeds  of share  issues of GBP114m  and gains  arising  from
transactions  with  third  parties  which  are  reflected  in the  statement  of
recognised gains and losses of GBP13m;  offset primarily by share repurchases of
GBP699m,  an increase in treasury  shares of GBP53m and exchange  rate losses of
GBP58m.

Non-equity minority interests reflected the issue by Barclays Bank PLC of EUR1bn
(GBP688m)  of  non-cumulative  preference  shares  on 8th  December  2004 and an
additional GBP2m of profits  attributable to these non-equity minority interests
at the year-end.

Loan  capital  decreased  by GBP62m  reflecting  raisings of GBP774m,  more than
offset by  redemptions  of  GBP611m,  exchange  rate  movements  of GBP224m  and
amortisation of issue expenses of GBP1m.


                                     - 40 -




                                  BARCLAYS PLC




Capital ratios

Weighted risk assets and capital resources,  as defined for supervisory purposes
by the Financial Services Authority, comprise:
                                                                                               
                                                                                  2004             2003
Weighted risk assets:                                                             GBPm             GBPm
 Banking book
   on-balance sheet                                                            148,621          133,816
   off-balance sheet                                                            26,741           22,987
Associated undertakings and joint ventures                                       3,020            2,830
                                                                         ----------------------------------
Total banking book                                                             178,382          159,633
                                                                         ----------------------------------
 
 Trading book
   Market risks                                                                 22,106           13,861
   Counterparty and settlement risks                                            18,113           15,503
                                                                         ----------------------------------
Total trading book                                                              40,219           29,364
                                                                         ----------------------------------
Total weighted risk assets                                                     218,601          188,997
                                                                         ----------------------------------
 
Capital resources:
Tier 1
Called up share capital                                                          1,614            1,642
Eligible reserves                                                               15,670           14,657
Minority interests - non-equity                                                    688                -
Minority interests - equity                                                        575              637
Reserve capital instruments1                                                     1,627            1,705
Tier one notes1                                                                    920              960
Less: goodwill                                                                  (4,432)          (4,607)
                                                                         ----------------------------------
Total qualifying tier 1 capital                                                 16,662           14,994
                                                                         ----------------------------------
 
Tier 2
Revaluation reserves                                                                25               25
General provisions                                                                 564              795
Qualifying subordinated liabilities2
   Undated loan capital                                                          3,573            3,636
   Dated loan capital                                                            5,647            5,652
Other                                                                                2                2
                                                                         ----------------------------------
Total qualifying tier 2 capital                                                  9,811           10,110
                                                                         ----------------------------------
Tier 3: short term subordinated liabilities2                                       286              280
                                                                         ----------------------------------
 
Less: Supervisory deductions
Investments not consolidated for Supervisory purposes3                          (1,047)            (979)
Other deductions                                                                  (496)            (182)
                                                                         ----------------------------------
                                                                                (1,543)          (1,161)
                                                                         ----------------------------------
Total net capital resources                                                     25,216           24,223
                                                                         ----------------------------------
 
                                                                                     %                %
Tier 1 ratio                                                                       7.6              7.9
Risk asset ratio                                                                  11.5             12.8



1 Reserve capital instruments (RCIs) and tier one notes (TONs) are included in 
  the undated loan capital in the consolidated  balance sheet.
2 Subordinated liabilities are included in tiers 2 or 3, subject to limits laid 
  down in the supervisory requirements. Barclays retains significant capacity to
  raise additional capital within these limits.
3 Includes GBP610m (2003: GBP478m) of shareholders' interest in the retail life 
  fund.


                                     - 41 -



                                  BARCLAYS PLC

Capital ratios (continued)

Net capital  resources grew by 4.1% (GBP1.0bn).  Tier 1 capital rose by GBP1.7bn
with retained profits of GBP1.7bn and the issue of GBP0.7bn of preference shares
being offset by ordinary share  repurchases of GBP0.7bn.  Tier 2 capital fell by
3.0% (GBP0.3bn) and tier 3 capital remained broadly as reported at 31st December
2003. Supervisory deductions increased by GBP0.4bn.

The overall growth in weighted risk assets of GBP29.6bn  comprised  trading book
weighted risk assets growth of 37.0%  (GBP10.9bn) and banking book weighted risk
assets growth of 11.7% (GBP18.7bn).
 
The risk asset ratio was 11.5% (2003:  12.8%).  The tier 1 ratio was 7.6% (2003:
7.9%).


                                     - 42 -




                                  BARCLAYS PLC

Economic Capital

Barclays assesses capital requirements by measuring the Group risk profile using
both  internally and externally  developed  models.  The Group assigns  economic
capital  primarily  within  seven risk  categories:  Credit  Risk,  Market Risk,
Business  Risk,  Operational  Risk,  Insurance  Risk,  Fixed  Assets and Private
Equity.

The Group  regularly  enhances its economic  capital  methodology.  During 2004,
enhancements  included  improvements  in  the  modelling  of the  time  horizon,
correlation  of  risks  and  risk   concentrations.   The  developments  in  the
methodology  are  consistent  with the  capital  proposals  within  the Basel II
accord.

Average economic capital by business is set out below:



                                                                                               
                                                                                  2004             2003
                                                                                  GBPm             GBPm
UK Banking                                                                       4,650            4,750
                                                                         ----------------------------------
  UK Retail Banking                                                              2,200            2,250
  UK Business Banking                                                            2,450            2,500
                                                                         ----------------------------------
Private Clients and International                                                1,400            1,150
                                                                         ----------------------------------
  Private Clients - ongoing business                                               300              200
                  - closed life assurance activities                               100              150
  International                                                                  1,000              800
                                                                         ----------------------------------
Barclaycard                                                                      2,450            2,200
Barclays Capital                                                                 2,100            2,150
Barclays Global Investors                                                          150              150
Head office functions and other operations1                                        200              250
                                                                         ----------------------------------
Average business unit economic capital                                          10,950           10,650
Capital held at Group centre2                                                    1,650            1,250
Average historical goodwill                                                      5,600            5,100
                                                                         ----------------------------------
Total average shareholders' funds                                               18,200           17,000
                                                                         ----------------------------------



1 Includes Transition Businesses and capital for central functional risks.
2 The Group's practice is to maintain an appropriate level of excess capital, 
  held at Group centre, which is not allocated to business units.  This variance
  arises as a result of capital management timing and includes capital held to 
  cover pension contribution risk.


Total  average  shareholders'  funds  including  unamortised  goodwill  rose  by
GBP1.2bn to GBP18.2bn during 2004.

UK Retail Banking economic capital allocation  decreased GBP50m to GBP2.2bn with
the impact of continued  growth more than offset by the sale in 2003 of non-core
assets that had previously been acquired with the Woolwich.  UK Business Banking
economic capital allocation  decreased GBP50m to GBP2.45bn as a consequence of a
general  improvement in the credit quality of  counterparties  and improved risk
assessment of complex transactions.

Private Clients ongoing business economic capital  allocation  increased GBP100m
to GBP300m  following  the  acquisition  of Gerrard and growth of the  business.
International  economic  capital  allocation  increased  by GBP200m to  GBP1.0bn
reflecting  the inclusion of Banco  Zaragozano for a full year and growth of the
Spanish business.

Barclaycard economic capital allocation increased by GBP250m to GBP2.45bn due to
growth in outstandings and the acquisition of Juniper.

Barclays Capital economic capital decreased by GBP50m to GBP2.1bn as a result of
improved  wholesale  credit  conditions  during 2004,  more than  offsetting the
increase in market risk capital driven by growth of the business.


                                     - 43 -



                                  BARCLAYS PLC

Economic Profit

Economic profit for 2004 was GBP1,885m (2003: GBP1,430m).

The reconciliation of economic profit to profit after tax and minority interests
is shown below:



                                                                                              
                                                                                  2004             2003
                                                                                  GBPm             GBPm
                                                                         ----------------------------------
Profit after tax and minority interests                                          3,268            2,744
Goodwill amortisation                                                              299              265
Tax credit on goodwill                                                             (11)              (7)
Goodwill relating to associated undertakings                                         7                7
                                                                         ----------------------------------
 
Profit after tax and minority interests excluding goodwill amortisation          3,563            3,009
 
Gain/(loss) on disposal recognised in the statement of total recognised                                    
gains and losses                                                                    13               (4)
                                                                         ----------------------------------
                                                                                 3,576            3,005
                                                                         ----------------------------------
Average shareholders' funds including average historical goodwill1              18,237           17,019
Post tax cost of equity                                                           9.5%             9.5%
                                                                         ----------------------------------
 
Cost of average shareholders' funds including average historical                                           
goodwill2                                                                       (1,691)          (1,575)
                                                                         ----------------------------------
Economic profit                                                                  1,885            1,430
                                                                         ----------------------------------



1 The difference between the average shareholders' funds (excluding minority 
  interests) and that reported above represents cumulative goodwill amortisation
  charged and goodwill previously written off to reserves.
2 The cost includes a charge for purchased goodwill of GBP490m (2003: GBP442m). 
  A post-tax cost of equity of 8.5% has been used for goodwill associated with 
  the acquisition of Woolwich plc. A post-tax cost of equity of 9.5% has been 
  used for all other goodwill. The post tax cost of equity is unchanged for 
  2004.


                                     - 44 -



                                  BARCLAYS PLC

Risk Tendency

As part of its credit  risk  measurement  system,  the Group uses a  model-based
methodology  to assess the  quality of the credit  portfolios  across  different
customer  categories.  The  approach is termed Risk  Tendency and applies to all
performing  credit  exposures in both wholesale and retail sectors.  Looking one
year ahead, it provides a statistical  estimate that is the average in the range
of possible losses expected from the current  performing  portfolio.  The actual
outcome in any one year is likely to be  different.  Thus it is not a prediction
of specific  provisions but it gives management a clear view of the evolution of
the quality of the credit portfolio.



                                                                                              
                                                                                  2004             2003
                                                                                  GBPm             GBPm
UK Banking                                                                         375              385
                                                                         ----------------------------------
  UK Retail Banking                                                                150              150
  UK Business Banking                                                              225              235
                                                                         ----------------------------------
Private Clients and International                                                   70               75
                                                                         ----------------------------------
  Private Clients                                                                    5                5
  International                                                                     65               70
                                                                         ----------------------------------
Barclaycard                                                                        860              775
Barclays Capital                                                                    70              135
Transition Businesses                                                               20               20
                                                                         ----------------------------------
                                                                                 1,395            1,390
                                                                         ----------------------------------


Risk Tendency remained steady at GBP1,395m (2003: GBP1,390m).

Risk Tendency declined in the corporate and wholesale  businesses during 2004 as
the  corporate  and wholesale  credit  environments  continued to improve and as
potential problem loans declined significantly.

In Private  Clients and  International,  Risk Tendency  decreased  GBP5m (7%) to
GBP70m (2003: GBP75m) as the Group developed a better understanding of the risks
in the Banco Zaragozano portfolio acquired in 2003.

Barclaycard Risk Tendency increased 11% to GBP860m (2003: GBP775m) due to growth
in the portfolio and the acquisition of Juniper.


                                     - 45 -



                                  BARCLAYS PLC

                             ADDITIONAL INFORMATION

Group structure changes from 2003

From 1st January 2004, for reporting  purposes,  Barclays was organised into the
business divisions outlined on pages 9 to 11. Results are also provided for Head
office functions and other operations.

The structural  changes in the Group's  organisation  announced on 14th December
2004 took effect from 1st January 2005.  Under the  reorganisation,  the Private
Clients and International  businesses have been separated.  David Roberts became
Chief Executive,  International  Retail and Commercial Banking,  responsible for
Barclays  retail and  commercial  banking  businesses  outside the UK. Robert E.
Diamond Jr., Chief Executive of Barclays Capital and Chairman of Barclays Global
Investors,   assumed   responsibility  for  the  Private  Clients  businesses  -
International & Private Banking and Wealth Solutions.

Acquisitions and disposals

On 11th March 2004,  Barclays  purchased  the  remaining  40% minority  share in
Barclays Cairo Bank.

On 7th April  2004,  Barclays  completed  the  disposal of its  shareholding  in
Edotech Limited to Astron, the business process outsourcing group.

On 1st December 2004,  Barclays  completed the acquisition of Juniper  Financial
Corporation from Canadian Imperial Bank of Commerce.

Accounting policies

A change in  accounting  policy arose from the adoption in 2004 of UITF Abstract
38 (UITF 38), 'Accounting for ESOP trusts'. UITF 38 requires Barclays PLC shares
held in Employee  Share  Ownership  Plans (ESOP) trusts to be accounted for as a
deduction in arriving at shareholders' funds, rather than as assets. The balance
sheet for  December  2003 has been  restated  accordingly,  and other assets and
shareholders'  funds have been reduced by GBP153m at 31st  December  2004 (2003:
GBP99m). There was no impact on the 2003 or 2004 profit and loss account.

There have been no other  significant  changes  to the  accounting  policies  as
described in the 2003 Annual Report.



                                     - 46 -




                                  BARCLAYS PLC

                             ADDITIONAL INFORMATION

Future UK accounting developments

During 2004,  the  Accounting  Standards  Board (ASB) issued seven new Financial
Reporting  Standards,  FRS 20 to FRS 26,  as part of its  convergence  programme
between UK GAAP and International  Financial Reporting  Standards (IFRS).  These
new UK standards,  which are not effective until 2005, will not impact the Group
because of the conversion to IFRS in 2005, as discussed below.

In December 2004,  the ASB issued FRS 27 'Life  Assurance'.  Following  feedback
received in  response to the  exposure  draft  issued in July 2004,  the ASB has
deferred  implementation of the standard until 2005.  However,  in line with the
Memorandum  of  Understanding  entered  into  by  the  ASB,  together  with  the
Association of British  Insurers and major insurers and  bancassurers,  Barclays
plans to make additional  voluntary  disclosure in respect of its life assurance
business in the 2004 Annual Report.

Conversion to International Financial Reporting Standards in 2005

By  Regulation  the  European  Union (EU) has agreed that  virtually  all listed
companies must use International  Financial  Reporting  Standards (IFRS) adopted
for  use in the EU in the  preparation  of  their  2005  consolidated  accounts.
Barclays will comply with this Regulation. The objective is to improve financial
reporting and enhance transparency to assist the free flow of capital throughout
the EU and to improve the efficiency of the capital markets.

The Group  commenced  a programme  of work in 2002,  initially  identifying  the
differences  between IFRS and existing UK  standards  based on the  requirements
then in force. This led to a programme of work led centrally,  but involving all
the  businesses  and  functions,  to change systems and processes and to provide
training so as to ensure that the Group can meet the requirements fully in 2005.
In addition, the programme is assisting the businesses and functions to consider
and address the wider business impact of the change in reporting in the EU. This
work is nearing completion. Conversion work, including reviewing the accuracy of
the opening balances, will continue during 2005.

Although many of the uncertainties concerning whether and how the standards will
be  adopted  for  use in the EU  have  been  resolved,  some  questions  remain,
particularly   regarding   the  adoption  of  amendments  to  standards  and  to
interpretations  issued  in the  second  half of  2004.  In  addition,  how IFRS
financial statements will be interpreted for tax and regulatory capital purposes
remains subject to some uncertainty,  with the regulatory  capital  requirements
not  expected to be  finalised  before  April 2005 and the tax  treatment of the
first time  adoption  adjustments  not  determined  until  later.  However,  the
programme is following  normal  project  controls and change  management and the
Group believes it is on track to meet all requirements  for financial  reporting
in 2005.

The restated  2004 IFRS  results,  excluding  the impact of IAS 32 and IAS 39 on
financial  instruments and IFRS 4 on insurance  contracts,  and the opening 2005
IFRS  balance  sheet  including  these  standards,  will be issued in the second
quarter  of 2005.  The first  results  on full IFRS  basis will be the June 2005
half-year results.


                                     - 47 -



                                  BARCLAYS PLC

                             ADDITIONAL INFORMATION

Changes in accounting presentation

The prior period  presentation has, where appropriate,  been restated to conform
with current year classification,  and the change in accounting policy discussed
above.

Share capital

The Group manages both its debt and equity capital actively. The Group will seek
to renew its  authority to buy back ordinary  shares at the 2005 Annual  General
Meeting to provide  additional  flexibility  in the  management  of the  Group's
capital resources.

Group share schemes

The  independent  trustees of the Group's  share  schemes may make  purchases of
Barclays PLC ordinary  shares in the market at any time or times  following  the
announcement of the Group's  results for the purposes of those schemes'  current
and future requirements. The total number of ordinary shares purchased would not
be material in relation to the issued share capital of Barclays PLC.

Recent developments

As announced on 23rd September  2004,  Barclays is in discussion with Absa Group
Limited  ('Absa'),  a leading South African bank, in connection  with a possible
partial offer for a majority  stake in Absa. A due  diligence  exercise has been
completed and Barclays has submitted an application to the South African banking
regulators  to approve the  possible  transaction.  It is not known how long the
approval  process  will take.  The  discussions  may or may not lead to an offer
being made.

On 20th January 2005 Barclays announced that it had made an offer to acquire the
wealth business of ING Securities Bank (France), consisting of ING Ferri and ING
Private Banking, subject to consultation with employee representative bodies and
finalising  terms.  Subject to  consultation,  the  acquisition  is  expected to
complete by the end of the first half of this year.

On 3rd February  2005,  Barclays  announced  its plans to  consolidate  its core
general  insurance  business from two suppliers to one and that  discussions are
well advanced with Norwich Union to provide  services across the home, motor and
travel  insurance  portfolio.  Barclays  also  announced  that it has  agreed in
principle to purchase 90% of Gresham  Insurance  from Legal & General.  Barclays
currently owns the remaining 10%. At the same time negotiations are underway for
the sale of Gresham Insurance to Norwich Union.

On 4th  February  2005,  Barclays  announced  it had  signed an  agreement  with
ForeningsSparbanken  (also known as Swedbank) to form a joint venture to provide
credit cards in the Nordic  market,  subject to  confirmatory  due diligence and
regulatory approvals.


                                     - 48 -



                                  BARCLAYS PLC

                                     NOTES
        
1.    Loans and advances to banks


                                                                                                
                                                                                  2004             2003
      Banking business                                                            GBPm             GBPm
      United Kingdom                                                            21,351           14,315
      Other European Union                                                       1,189            1,702
      United States                                                                753              110
      Rest of the World                                                          1,699            1,143
                                                                         ----------------------------------
                                                                                24,992           17,270
      Less provisions                                                               (6)             (16)
                                                                         ----------------------------------
                                                                                24,986           17,254
      Trading business                                                          50,145           44,670
                                                                         ----------------------------------
      Total loans and advances to banks                                         75,131           61,924
                                                                         ----------------------------------



      Of the total loans and advances to banks, placings with banks were 
      GBP66.7bn at 31st December 2004 (2003: GBP56.5bn).  Placings with banks 
      include reverse repos of GBP61.1bn (2003: GBP50.4bn).  The majority of the
      placings have a residual maturity of less than one year.



                                     - 49 -


                                  BARCLAYS PLC

2.    Loans and advances to customers


                                                                                                
                                                                                  2004             2003
      Banking business - United Kingdom:                                          GBPm             GBPm
      Financial institutions                                                    11,947            7,721
      Agriculture, forestry and fishing                                          1,947            1,766
      Manufacturing                                                              6,282            5,967
      Construction                                                               2,476            1,883
      Property                                                                   7,933            6,341
      Energy and water                                                             936            1,286
      Wholesale and retail distribution and leisure                              9,751            8,886
      Transport                                                                  2,275            2,579
      Postal and communication                                                     454              476
      Business and other services                                               14,281           12,030
      Home loans1                                                               64,481           61,905
      Other personal                                                            23,313           21,905
      Overseas customers                                                         7,612            5,477
      Finance lease receivables                                                  5,406            5,587
                                                                         ----------------------------------
      Total United Kingdom                                                     159,094          143,809
                                                                         ----------------------------------
       
      Banking business - Overseas:
      Other European Union                                                      20,393           19,027
      United States                                                              7,984            3,573
      Rest of the World                                                          5,176            4,510
                                                                         ----------------------------------
                                                                                33,553           27,110
                                                                         ----------------------------------
       
      Total banking loans and advances to customers                            192,647          170,919
      Less provisions                                                           (2,760)          (3,012)
      Less interest in suspense                                                    (40)             (49)
                                                                         ----------------------------------
                                                                               189,847          167,858
      Trading business                                                          65,099           58,961
                                                                         ----------------------------------
      Total loans and advances to customers                                    254,946          226,819
                                                                         ----------------------------------



      1 Excludes commercial property mortgages


      Of the total loans and advances to customers, reverse repos were GBP58.3bn
      (2003: GBP50.0bn).

      The geographic presentation above is based on the office recording the 
      transaction.

      The UK industry classifications have been prepared at the level of the 
      borrowing entity.  This means that a loan to the subsidiary of a major 
      corporation is classified by the industry in which the subsidiary operates
      even though the parent's predominant business may be in a different 
      industry.


                                     - 50 -



                                  BARCLAYS PLC

3.    Provision balances for bad and doubtful debts



                                                                                              
      Movements in provisions for bad and doubtful debts                          2004             2003
                                                                                  GBPm             GBPm
      Provisions at beginning of year                                            3,028            2,998
      Acquisitions and disposals                                                    21               62
      Exchange and other adjustments                                               (34)             (18)
      Amounts written off (see below)                                           (1,595)          (1,474)
      Recoveries (see below)                                                       255              113
      Provisions charged against profit (see below)                              1,091            1,347
                                                                         ----------------------------------
      Provisions balance at end of year                                          2,766            3,028
                                                                         ----------------------------------
       
      Amounts written off
       
        United Kingdom                                                          (1,411)          (1,175)
        Other European Union                                                       (58)             (54)
        United States                                                              (71)            (215)
        Rest of the World                                                          (55)             (30)
                                                                         ----------------------------------
        Total amounts written off                                               (1,595)          (1,474)
                                                                         ----------------------------------
       
      Recoveries
       
        United Kingdom                                                             220               95
        Other European Union                                                         8                7
        United States                                                               15               10
        Rest of the World                                                           12                1
                                                                         ----------------------------------
        Total recoveries                                                           255              113
                                                                         ----------------------------------
       
      Provisions charged against profit
       
      New and increased specific provisions
        United Kingdom                                                           1,571            1,373
        Other European Union                                                        82               57
        United States                                                               67              118
        Rest of the World                                                           47               80
                                                                         ----------------------------------
                                                                                 1,767            1,628
                                                                         ----------------------------------
      Releases of specific provisions
        United Kingdom                                                            (153)            (151)
        Other European Union                                                       (17)             (13)
        United States                                                              (19)             (24)
        Rest of the World                                                          (22)              (7)
                                                                         ----------------------------------
                                                                                  (211)            (195)
       
      Recoveries                                                                  (255)            (113)
                                                                         ----------------------------------
       
      Net specific provisions charge                                             1,301            1,320
      General provision (release) / charge                                        (210)              27
                                                                         ----------------------------------
      Net charge to profit                                                       1,091            1,347
                                                                         ----------------------------------

 

                                     - 51 -



                                  BARCLAYS PLC

3.    Provision balances for bad and doubtful debts (continued)



                                                                                               
      Total provisions for bad and doubtful debts at end of year comprise:

                                                                                  2004             2003
      Specific provisions                                                         GBPm             GBPm
        United Kingdom                                                           1,860            1,856
        Other European Union                                                       104               97
        United States                                                              128              121
        Rest of the World                                                          110              159
                                                                         ----------------------------------
      Total specific provisions                                                  2,202            2,233
      General provisions                                                           564              795
                                                                         ----------------------------------
                                                                                 2,766            3,028
                                                                         ----------------------------------



      The geographic analysis of provisions shown above is based on the location
      of the office recording the transaction.



                                     - 52 -



                                  BARCLAYS PLC

4.    Potential credit risk loans

      The following table presents an analysis of potential credit risk loans 
      (non-performing and potential problem loans).  The geographical 
      presentation is based on the location of the office recording the 
      transaction, and the amounts are stated before deduction of the value of 
      security held, specific provisions carried or interest suspended.



                                                                                                
      Potential credit risk loans                                                   2004             2003
      Summary                                                                       GBPm             GBPm
      Non-accrual loans                                                            2,115            2,261
      Accruing loans where interest is being suspended with or without
      provisions                                                                     492              629
      Other accruing loans against which provisions have been made                   842              821
                                                                           ----------------------------------
                                                                                   3,449            3,711
      Accruing loans 90 days overdue, against which no provisions have
      been made                                                                      521              590
      Reduced rate loans                                                              15                4
                                                                           ----------------------------------
      Total non-performing loans                                                   3,985            4,305
      Potential problem loans                                                        756            1,327
                                                                           ----------------------------------
      Total potential credit risk loans                                            4,741            5,632
                                                                           ----------------------------------


      Geographical split                                                            2004             2003
      Non-accrual loans:                                                            GBPm             GBPm
        United Kingdom                                                             1,583            1,572
        Other European Union                                                         194              143
        United States                                                                249              383
        Rest of the World                                                             89              163
                                                                           ----------------------------------
        Total                                                                      2,115            2,261
                                                                           ----------------------------------

      Accruing loans where interest is being suspended with or without
      provisions:
        United Kingdom                                                               431              559
        Other European Union                                                          31               29
        United States                                                                  -                -
        Rest of the World                                                             30               41
                                                                           ----------------------------------
        Total                                                                        492              629
                                                                           ----------------------------------

      Other accruing loans against which provisions have been made:
        United Kingdom                                                               764              760
        Other European Union                                                          27               35
        United States                                                                 26                -
        Rest of the World                                                             25               26
                                                                           ----------------------------------
        Total                                                                        842              821
                                                                           ----------------------------------



                                     - 53 -



                                  BARCLAYS PLC

4.    Potential credit risk loans (continued)


                                                                                              
                                                                                  2004             2003
      Accruing loans 90 days overdue, against which no provisions have            GBPm             GBPm
      been made:
        United Kingdom                                                             484              566
        Other European Union                                                        34               24
        United States                                                                1                -
        Rest of the World                                                            2                -
                                                                         ----------------------------------
        Total                                                                      521              590
                                                                         ----------------------------------

      Reduced rate loans:
        United Kingdom                                                               2                4
        Other European Union                                                         -                -
        United States                                                               13                -
        Rest of the World                                                            -                -
                                                                         ----------------------------------
        Total                                                                       15                4
                                                                         ----------------------------------

      Total non-performing loans:
        United Kingdom                                                           3,264            3,461
        Other European Union                                                       286              231
        United States                                                              289              383
        Rest of the World                                                          146              230
                                                                         ----------------------------------
        Total                                                                    3,985            4,305
                                                                         ----------------------------------

      Potential problem loans:
        United Kingdom                                                             648              989
        Other European Union                                                         -               23
        United States                                                               27              259
        Rest of the World                                                           81               56
                                                                         ----------------------------------
        Total                                                                      756            1,327
                                                                         ----------------------------------

      Total potential credit risk loans:
        United Kingdom                                                           3,912            4,450
        Other European Union                                                       286              254
        United States                                                              316              642
        Rest of the World                                                          227              286
                                                                         ----------------------------------
        Total                                                                    4,741            5,632
                                                                         ----------------------------------

      Provision coverage of non-performing loans1:                                   %                %
        United Kingdom                                                            72.4             74.2
        Other European Union                                                      55.6             71.4
        United States                                                             49.5             39.2
        Rest of the World                                                         95.9             83.9
                                                                         ----------------------------------
        Total                                                                     70.4             71.5
                                                                         ----------------------------------

      Provision coverage of total potential credit risk loans1:                      %                %
        United Kingdom                                                            60.4             57.7
        Other European Union                                                      55.6             65.0
        United States                                                             45.3             23.4
        Rest of the World                                                         61.7             67.5
                                                                         ----------------------------------
        Total                                                                     59.2             54.6
                                                                         ----------------------------------



                                     - 54 -

      1 The geographical coverage ratios include an allocation of general 
        provisions.


                                     - 55 -



                                  BARCLAYS PLC
 
5.    Other assets


                                                                                              
                                                                                  2004             2003
                                                                                  GBPm             GBPm
      Balances arising from off-balance sheet financial instruments (see
      note 9)                                                                   18,174           15,812
      Shareholders' interest in long term assurance fund                           610              478
      London Metal Exchange warrants and other metals trading positions
                                                                                   952            1,290
      Sundry debtors                                                             2,418            2,156
      Prepayments and accrued income                                             5,078            3,921
                                                                         ----------------------------------
                                                                                27,232           23,657
                                                                         ----------------------------------

6.    Other liabilities

                                                                                  2004             2003
                                                                                  GBPm             GBPm
      Obligations under finance leases payable                                     353              110
      Balances arising from off-balance sheet financial instruments (See
      note 9)                                                                   18,009           14,797
      Short positions in securities                                             53,714           49,934
      Current tax                                                                  584              497
      Sundry creditors                                                           3,905            4,159
      Accruals and deferred income                                               6,582            4,983
      Provisions for liabilities and charges                                     1,205            1,015
      Dividend                                                                   1,011              879
                                                                         ----------------------------------
                                                                                85,363           76,374
                                                                         ----------------------------------



                                     - 56 -



                                  BARCLAYS PLC

7.    Legal proceedings

      Proceedings have been brought in the United States against a number of 
      defendants including Barclays following the collapse of Enron.  In each 
      case the claims are against groups of defendants.  Barclays considers that
      the claims against it are without merit and is defending them vigorously. 
      A court ordered mediation commenced in September 2003 but no material 
      progress has been made towards a resolution of the litigation. In 
      addition, in respect of investigations relating to Enron, Barclays is 
      continuing to provide information in response to enquiries by regulatory 
      and governmental authorities in the U.S. and elsewhere including subpoenas
      from the U.S. Securities and Exchange Commission. It is not possible to 
      estimate Barclays possible loss in relation to these matters, nor the 
      effect that it might have upon operating results in any particular 
      financial period.

      Barclays is engaged in various other litigation proceedings both in the 
      United Kingdom and a number of overseas jurisdictions, including the 
      United States, involving claims by and against it, which arise in the 
      ordinary course of business. Barclays does not expect the ultimate 
      resolution of any of the proceedings to which Barclays is party to have a 
      significant adverse effect on the financial position of the Group.

8.    Contingent liabilities and commitments



                                                                                               
                                                                                  2004              2003
      Contingent liabilities                                                      GBPm              GBPm
      Acceptances and endorsements                                                 303               671
      Guarantees and assets pledged as collateral security                      30,011            24,596
      Other contingent liabilities                                               8,245             8,427
                                                                         ----------------- ----------------
                                                                                38,559            33,694
                                                                         ----------------- ----------------
      Commitments
      Standby facilities, credit lines and other commitments                   134,051           114,847
                                                                         ----------------- ----------------


      Current year credit cards commitments have been calculated on a 
      contractual basis rather than a modelled basis. Had this method been 
      applied in 2003, reported commitments would have been increased by 
      GBP5,899m to GBP120,746m.


                                     - 57 -



                                  BARCLAYS PLC

9.    Derivatives

      The tables set out below analyse the contract or underlying principal 
      amounts of derivative financial instruments held for trading purposes and 
      for the purposes of managing the Group's structural exposures.



                                                                                              
      Foreign exchange derivatives                                                  2004             2003
      Contract or underlying principal amount                                       GBPm             GBPm
      Forward foreign exchange                                                   380,855          310,319
      Currency swaps                                                             274,568          207,364
      Other exchange rate related contracts                                      169,471          167,643
                                                                         ----------------------------------
                                                                                 824,894          685,326
                                                                         ----------------------------------
      Interest rate derivatives
      Contract or underlying principal amount
      Interest rate swaps                                                      5,412,935        2,944,310
      Forward rate agreements                                                    893,978          381,511
      OTC options bought and sold                                              1,726,745          842,631
      Other interest rate related contracts                                    3,267,233        2,051,161
                                                                         ----------------------------------
                                                                              11,300,891        6,219,613
                                                                         ----------------------------------
       
      Credit derivatives                                                         191,408           47,450
                                                                         ----------------------------------
       
      Equity, stock index and commodity derivatives
      Contract or underlying principal amount                                    321,035          171,939
                                                                         ----------------------------------



      Other exchange rate related contracts are primarily over the counter (OTC)
      options.  Other interest rate related contracts are primarily exchange 
      traded options, futures and swaps.


                                     - 58 -




                                  BARCLAYS PLC

9.    Derivatives (continued)

      Derivatives entered into as trading transactions, together with any 
      associated hedging thereof, are measured at fair value and the resultant 
      profits and losses are included in dealing profits.  The tables below 
      summarise the positive and negative fair values of such derivatives, 
      including an adjustment for netting where the Group has the ability to 
      insist on net settlement which is assured beyond doubt, based on a legal 
      right that would survive the insolvency of the counterparty.  The fair 
      values as set out below provide a more relevant economic assessment of the
      financial exposure than the nominal amounts.



                                                                                              
                                                                                  2004             2003
      Positive fair values                                                        GBPm             GBPm
      Foreign exchange derivatives                                              20,066           17,129
      Interest rate derivatives                                                 63,177           51,776
      Credit derivatives                                                         1,446              798
      Equity, stock index and commodity derivatives                              9,385            4,721
      Effect of netting                                                        (69,919)         (55,030)
      Cash collateral meeting offset criteria                                   (5,981)          (3,582)
                                                                         ----------------------------------
                                                                                18,174           15,812
                                                                         ----------------------------------
       
      Negative fair values
      Foreign exchange derivatives                                              21,476           18,393
      Interest rate derivatives                                                 60,600           49,735
      Credit derivatives                                                         1,217              584
      Equity, stock index and commodity derivatives                             10,030            5,733
      Effect of netting                                                        (69,919)         (55,030)
      Cash collateral meeting offset criteria                                   (5,395)          (4,618)
                                                                         ----------------------------------
                                                                                18,009           14,797
                                                                         ----------------------------------



                                     - 59 -



                                  BARCLAYS PLC

10.   Market risk

      The Group's policy is that the market risks associated with the Group's 
      business activities are clearly identified, assessed and controlled within
      agreed limits and that the market risks arising from trading activities 
      are concentrated in Barclays Capital.

      The Group uses a 'value at risk' measure as the primary mechanism for 
      controlling market risk. Daily Value at Risk (DVaR) is an estimate of the 
      potential loss which might arise from unfavourable market movements, if 
      the current positions were to be held unchanged for one business day, 
      measured to a confidence level of 98%.  Daily losses exceeding the DVaR 
      figure are likely to occur, on average, twice in every one hundred 
      business days.

      Analysis of Barclays Capital's market risk exposures

      Barclays Capital's market risk exposure, as measured by average total 
      Daily Value at Risk (DVaR), increased in 2004. This was due mainly to 
      interest rate opportunities taken in the first half of 2004 and an 
      increase in credit spread positions. The latter increase was primarily the
      result of growing client flows in corporate bonds and credit derivatives. 
      The increase in total DVaR is consistent with Barclays Capital's business 
      expansion.

      DVaR



                                                       Twelve months to
                                                      31st December 2004
                                            Average            High1             Low1
                                               GBPm             GBPm             GBPm
                                                                         
      Interest rate risk                       25.0             53.6             15.1
      Credit spread risk                       22.6             32.9             16.0
      Foreign exchange risk                     2.4              7.4              0.9
      Equities risk                             4.2              7.9              2.2
      Commodities risk                          6.0             14.4              2.2
      Diversification effect                  (25.9)             n/a              n/a
                                      ---------------------------------------------------
      Total DVaR2                              34.3             46.8             24.0
                                      ---------------------------------------------------


                                                       Twelve months to
                                                      31st December 2003
                                            Average            High1             Low1
                                               GBPm             GBPm             GBPm
      Interest rate risk                       21.0             34.1             13.6
      Credit spread risk                       16.2             29.2              8.9
      Foreign exchange risk                     2.3              5.0              1.0
      Equities risk                             2.6              4.9              1.5
      Commodities risk                          4.4              7.0              2.2
      Diversification effect                  (20.6)             n/a              n/a
                                      ---------------------------------------------------
      Total DVaR2                              25.9             38.6             17.6
                                      ---------------------------------------------------



      1 The high (and low) DVaR figures reported for each category did not 
        necessarily occur on the same day as the high (and low) DVaR reported as
        a whole.  Consequently a diversification effect number for the high (and
        low) DVaR figures would not be meaningful and it is therefore omitted 
        from the above table.

      2 The year-end Total DVaR for 2004 was GBP31.9m (2003: GBP37.2m).


                                     - 60 -




                                  BARCLAYS PLC

                      CONSOLIDATED STATEMENT OF CHANGES IN
                               SHAREHOLDERS' FUNDS



                                                                                                     
                                                                                      2004             2003
                                                                                      GBPm             GBPm
At beginning of year                                                                16,374           15,146
Proceeds of shares issued (net of expenses)                                            114              149
Exchange rate translation differences                                                  (58)             (29)
Repurchase of ordinary shares                                                         (699)            (204)
Shares issued to the 2003 QUEST in relation to share option schemes for staff           (1)             (36)
Gain/(loss) arising from transactions with third parties                                13               (4)
ESOP trust shares allocated to staff                                                    (3)               -
Increase in Treasury shares and ESOP Shares                                            (53)             (52)
Profit retained                                                                      1,730            1,404
                                                                             ---------------- -----------------
At end of year                                                                      17,417           16,374
                                                                             ---------------- -----------------



Included  in  shareholders'  funds is share  capital  comprising  6,454m  (2003:
6,563m) ordinary shares of 25p each and 1m (2003:1m) staff shares of GBP1 each.



                 STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES



                                                                                                    
                                                                                      2004             2003
                                                                                      GBPm             GBPm
Profit attributable to the members of Barclays PLC                                   3,268            2,744
Exchange rate translation differences                                                  (33)              (4)
Gain/(loss) arising from transactions with third parties                                13               (4)
Joint ventures and associated undertakings                                             (30)             (22)
Other items                                                                              5               (3)
                                                                             ---------------- -----------------
Total gains and losses recognised in the period                                      3,223            2,711
                                                                             ---------------- -----------------



                                     - 61 -




                                  BARCLAYS PLC

                    SUMMARY CONSOLIDATED CASH FLOW STATEMENT



                                                                                                  
                                                                                    2004             2003
                                                                                    GBPm             GBPm
Net cash inflow/(outflow) from operating activities                                6,089           (2,290)
Dividends received from joint ventures and associated undertakings                    15                7
Net cash outflow from returns on investment and servicing of finance                (671)            (620)
Tax paid                                                                            (690)            (910)
Net cash (outflow)/inflow  from capital expenditure and                                                      
financial investment                                                              (6,764)           1,432
Net cash outflow from acquisitions and disposals                                    (185)            (930)
Equity dividend paid                                                              (1,406)          (1,249)
                                                                           ----------------------------------
Net cash outflow before financing                                                 (3,612)          (4,560)
Net cash inflow from financing                                                     4,420            4,188
                                                                           ----------------------------------
Increase/(decrease) in cash                                                          808             (372)
                                                                           ----------------------------------




                                     - 62 -




                                  BARCLAYS PLC

                                OTHER INFORMATION



                                                                                                      
Financial Summary                                  2004            2003           2002            2001            2000
                                                   GBPm            GBPm           GBPm            GBPm            GBPm
Profit before tax                                 4,603           3,845          3,205           3,425           3,392
Profit after tax                                  3,314           2,769          2,250           2,482           2,491
Total capital resources                          30,595          28,996         26,839          24,600          21,148
 
                                                      p               p              p               p               p
Earnings per ordinary share                        51.2            42.3           33.7            36.8            40.4
Fully diluted earnings per share issue             51.0            42.1           33.4            36.4            40.0
Dividends per ordinary share                       24.0            20.5          18.35           16.63            14.5
Net asset value per ordinary share                  270             250            230             217             198
 
Dividend payout ratio (%)                          46.9            48.5           54.5            45.2            35.9
 
Capital ratios:                                       %              %               %               %               %
 
Tier 1 ratio                                        7.6             7.9            8.2             7.8             7.2
Risk asset ratio                                   11.5            12.8           12.8            12.5            11.0
 
Performance ratios
 
Return on average shareholders' funds:                %               %              %               %               %
 
Pre-tax                                            26.7            23.6           21.0            23.9            33.8
Post-tax                                           19.2            17.0           14.7            17.4            24.8
 
Return on average total assets:
 
Pre-tax                                             0.7             0.8            0.7             0.9             1.1
Post-tax                                            0.5             0.6            0.5             0.6             0.8
 
Return on average weighted risk assets:
 
Pre-tax                                             2.2             2.1            1.9             2.2             2.6
Post-tax                                            1.6             1.5            1.4             1.6             1.9
 
Non interest income/total income:                  50.9            46.8           45.2            46.5            46.2
 
Operating expenses/total income:                   59.9            58.4           58.5            58.9            57.8




                                     - 63 -




                                  BARCLAYS PLC

                                OTHER INFORMATION

                      CONSOLIDATED PROFIT AND LOSS ACCOUNT



                                                                                                          
                                                                                     Half-year
                                                              31.12.04        30.06.04         31.12.03         30.06.03
                                                                  GBPm            GBPm             GBPm             GBPm
Interest receivable                                              7,202           6,463            6,334            6,093
Interest payable                                                (3,701)         (3,122)          (2,966)          (2,857)
                                                         ------------------------------------------------- ----------------
Net interest income                                              3,501           3,341            3,368            3,236
                                                         ------------------------------------------------- ----------------
Net fees and commissions receivable                              2,588           2,378            2,233            2,030
Dealing profits                                                    687             806              524              530
Other operating income                                             317             327              293              197
                                                         ------------------------------------------------- ----------------
Total non-interest income                                        3,592           3,511            3,050            2,757
                                                         ------------------------------------------------- ----------------
Operating income                                                 7,093           6,852            6,418            5,993
                                                         ------------------------------------------------- ----------------
Administration expenses - staff costs                           (2,601)         (2,397)          (2,269)          (2,026)
Administration expenses - other                                 (1,532)         (1,226)          (1,312)          (1,092)
Depreciation                                                      (155)           (140)            (145)            (144)
Goodwill amortisation                                             (151)           (148)            (140)            (125)
                                                         ------------------------------------------------- ----------------
Operating expenses                                              (4,439)         (3,911)          (3,866)          (3,387)
                                                         ------------------------------------------------- ----------------
Operating profit before provisions                               2,654           2,941            2,552            2,606
Provisions for bad and doubtful debts                             (502)           (589)            (695)            (652)
Provisions for contingent liabilities and commitments               (2)              -                1                -
                                                         ------------------------------------------------- ----------------
Operating profit                                                 2,150           2,352            1,858            1,954
Profit from joint ventures and associated undertakings              42              14               19               10
Exceptional items                                                    -              45                5               (1)
                                                         ------------------------------------------------- ----------------
Profit on ordinary activities before tax                         2,192           2,411            1,882            1,963
Tax on profit on ordinary activities                              (614)           (675)            (509)            (567)
                                                         ------------------------------------------------- ----------------
Profit on ordinary activities after tax                          1,578           1,736            1,373            1,396
Minority interests (including non-equity interests)                (26)            (20)             (12)             (13)
                                                         ------------------------------------------------- ----------------
                                                         ------------------------------------------------- ----------------
Profit for the period attributable to the members  of            1,552           1,716            1,361            1,383
Barclays PLC
Dividends                                                       (1,010)           (528)            (883)            (457)
                                                         ------------------------------------------------- ----------------
Profit retained for the financial period                           542           1,188              478              926
                                                         ------------------------------------------------- ----------------
 
Earnings per ordinary share                                      24.5p           26.7p            21.0p            21.3p
 
Dividends per ordinary share:
Interim                                                              -           8.25p                -            7.05p
Final                                                           15.75p               -           13.45p                -




                                     - 64 -




                                BARCLAYS BANK PLC

         BARCLAYS BANK PLC IS A WHOLLY OWNED SUBSIDIARY OF BARCLAYS PLC

                      CONSOLIDATED PROFIT AND LOSS ACCOUNT

The Directors  report the  following  results of the Barclays Bank PLC Group for
the year ended 31st December 2004:



                                                                                                
                                                                                  2004             2003
Interest receivable:                                                              GBPm             GBPm
                                                                         ----------------------------------
Interest receivable and similar income arising from debt securities              2,414            2,384
Other interest receivable and similar income                                    11,251           10,043
                                                                         ----------------------------------
                                                                                13,665           12,427
Interest payable                                                                (6,823)          (5,823)
                                                                         ----------------------------------
Net interest income                                                              6,842            6,604
Fees and commissions receivable                                                  5,672            4,896
Less: fees and commissions payable                                                (706)            (633)
Dealing profits                                                                  1,493            1,054
Other operating income                                                             653              490
                                                                         ----------------------------------
Operating income                                                                13,954           12,411
                                                                         ----------------------------------
Administrative expenses - staff costs                                           (4,998)          (4,295)
Administrative expenses - other                                                 (2,758)          (2,404)
Depreciation                                                                      (295)            (289)
Goodwill amortisation                                                             (299)            (265)
                                                                         ----------------------------------
Operating expenses                                                              (8,350)          (7,253)
                                                                         ----------------------------------
Operating profit before provisions                                               5,604            5,158
                                                                         ----------------------------------
Provisions for bad and doubtful debts                                           (1,091)          (1,347)
Provisions for contingent liabilities and commitments                               (2)               1
                                                                         ----------------------------------
Provisions                                                                      (1,093)          (1,346)
                                                                         ----------------------------------
Operating profit                                                                 4,511            3,812
(Loss)/profit from joint ventures                                                   (3)               1
Profit from associated undertakings                                                 59               28
Profit on disposal/termination of businesses                                        45                4
                                                                         ----------------------------------
Profit on ordinary activities before tax                                         4,612            3,845
Tax on profit on ordinary activities                                            (1,289)          (1,076)
                                                                         ----------------------------------
Profit on ordinary activities after tax                                          3,323            2,769
Minority interests - equity                                                        (44)             (25)
                                                                         ----------------------------------
Profit attributable to shareholders                                              3,279            2,744
Profit attributable to non - equity shareholders                                    (2)               -
Dividends payable to Barclays PLC                                               (2,247)          (1,580)
                                                                         ----------------------------------
Profit retained for the financial year                                           1,030            1,164
                                                                         ----------------------------------



                                     - 65 -




                                BARCLAYS BANK PLC

                           CONSOLIDATED BALANCE SHEET



                                                                                              
                                                                                  2004             2003
Assets:                                                                           GBPm             GBPm
Cash and balances at central banks                                               1,753            1,726
Items in course of collection from other banks                                   1,772            2,006
Treasury bills and other eligible bills                                          6,658            7,177
                                                                         ----------------------------------
Loans and advances to banks - banking                                           24,986           17,254
                            - trading                                           50,145           44,670
                                                                         ----------------------------------
                                                                                75,131           61,924
                                                                         ----------------------------------
Loans and advances to customers - banking                                      189,847          167,858
                                - trading                                       65,099           58,961
                                                                         ----------------------------------
                                                                               254,946          226,819
Debt securities                                                                127,428           97,393
Equity shares                                                                   12,177            7,871
                                                                         ----------------------------------
Interests in joint ventures - share of gross assets                                147              266
                            - share of gross liabilities                          (119)            (208)
                                                                         ----------------------------------
                                                                                    28               58
Interests in associated undertakings                                               381              370
Intangible fixed assets                                                          4,295            4,406
Tangible fixed assets                                                            1,921            1,790
Other assets                                                                    22,307           19,835
Prepayments and accrued income                                                   5,078            3,921
                                                                         ----------------------------------
                                                                               513,875          435,296
Retail life-fund assets attributable to policyholders                            8,378            8,077
                                                                         ----------------------------------
Total assets                                                                   522,253          443,373
                                                                         ----------------------------------



                                     - 66 -




                                BARCLAYS BANK PLC

                           CONSOLIDATED BALANCE SHEET



                                                                                                    
                                                                                       2004             2003
Liabilities:                                                                           GBPm             GBPm
                                                                              ---------------- ----------------
Deposits by banks - banking                                                          74,211           57,641
                  - trading                                                          36,813           36,451
                                                                              ---------------- ----------------
                                                                                    111,024           94,092
                                                                              ---------------- ----------------
Customer accounts - banking                                                         171,963          155,814
                  - trading                                                          45,755           29,054
                                                                              ---------------- ----------------
                                                                                    217,718          184,868
Debt securities in issue                                                             67,806           49,569
Items in course of collection due to other banks                                      1,205            1,286
Other liabilities                                                                    76,550           69,497
Balances due to Barclays PLC                                                             49               10
Accruals and deferred income                                                          6,582            4,983
Provisions for liabilities and charges - deferred tax                                   738              646
Provisions for liabilities and charges - other                                          467              369
Dividend payable to Barclays PLC                                                        977              869
Subordinated liabilities:
Undated loan capital - non-convertible                                                6,149            6,310
Dated loan capital - convertible to preference shares                                    15               17
Dated loan capital - non-convertible                                                  6,113            6,012
                                                                              ---------------- ----------------
                                                                                    495,393          418,528
                                                                              ---------------- ----------------
Shareholders' funds and minority interests
                                                                              ---------------- ----------------
Called up share capital                                                               2,316            2,302
Share premium account                                                                 6,531            5,743
Revaluation reserve                                                                      24               24
Profit and loss account                                                               9,400            8,416
                                                                              ---------------- ----------------
                                                                                     18,271           16,485
                                                                              ---------------- ----------------
Shareholders' funds - equity                                                         17,581           16,485
                    - non-equity                                                        690                -
                                                                              ---------------- ----------------
Minority interests  - equity                                                            211              283
                                                                              ---------------- ----------------
                                                                                     18,482           16,768
                                                                              ---------------- ----------------
                                                                                    513,875          435,296
Retail life-fund liabilities to policyholders                                         8,378            8,077
                                                                              ---------------- ----------------
Total liabilities and shareholders' funds                                           522,253          443,373
                                                                              ---------------- ----------------

Memorandum items
Contingent liabilities:
Acceptances and endorsements                                                            303              671
Guarantees and assets pledged as collateral security                                 30,011           24,596
Other contingent liabilities                                                          8,245            8,427
                                                                              ---------------- ----------------
                                                                                     38,559           33,694
                                                                              ---------------- ----------------
Commitments - standby facilities, credit lines and other                            134,051          114,847
                                                                              ---------------- ----------------



                                     - 67 -




                                BARCLAYS BANK PLC

                                      NOTES

1.  Authorised share capital
    Ordinary shares
    The authorised ordinary share capital of Barclays Bank PLC, at 31st December
    2004, was 3,000million (2003: 3,000million) ordinary shares of GBP1 each.

    Preference shares
    The authorised preference share capital of Barclays Bank PLC, at 31st 
    December 2004, was 1,000 (2003: nil) preference shares of GBP1 each, 
    150million (2003: 150million) preference shares of US$0.01 each and 400,000 
    (2003: nil) preference shares of EUR100 each.

2.  Issued share capital
    Ordinary shares
    The issued ordinary share capital of Barclays Bank PLC, at 31st December 
    2004 comprised 2,309million (2003: 2,302million) ordinary shares of GBP1 
    each.

    The whole of the issued ordinary share capital of Barclays Bank PLC is 
    beneficially owned by Barclays PLC.

    Preference shares
    The issued preference share capital of Barclays Bank PLC, at 31 December 
    2004 comprised 1,000  (2003: nil) preference shares of GBP1 each and 100,000
    (2003: nil) preference shares of EUR100 each.  The sterling preference 
    shares were issued on 31st December 2004 at nil premium.  The euro 
    preference shares were issued on 8th December 2004 for a consideration of 
    EUR993.6million or (GBP688.4million), of which the nominal value was 
    EUR10million and the balance was share premium.

3.  Staff numbers
    On a full time equivalent basis the total permanent and contract staff was 
    78,400 (2003: 74,800).  Additionally, temporary and agency staff totalled 
    4,300 (2003: 4,100).

4.  Conversion to International Financial Reporting Standards in 2005
    By Regulation, the European Union (EU) has agreed that virtually all listed 
    companies must use International Financial Reporting Standards (IFRS) 
    adopted for use in the EU in the preparation of their 2005 consolidated 
    accounts.  Barclays Bank PLC will comply with this Regulation, as part of a 
    Groupwide implementation programme, details of which are discussed in the 
    Results Announcement for Barclays PLC.  The Group believes it is on track to
    meet all requirements for financial reporting in 2005.

5.  Commitments
    Current year credit card commitments have been calculated on a contractual 
    basis rather than a modelled basis. Had this method been applied in 2003, 
    reported commitments would have been increased by GBP5,899million to 
    GBP120,746million.



                                     - 68 -