Offer by Barclays PLC-Part 2

Woolwich PLC
11 August 2000


Part 2


                           RECOMMENDED OFFER BY                             

                        BARCLAYS PLC FOR WOOLWICH PLC                         

1.   Introduction

The boards of Barclays and Woolwich announce that they have reached
agreement on the terms of a recommended offer by Barclays for Woolwich.
The Offer is to be effected by means of a scheme of arrangement of
Woolwich.

The directors of Woolwich, who have been so advised by Schroder Salomon
Smith Barney, their financial advisers, consider the terms of the Offer to
be fair and reasonable.  In providing advice to the directors of Woolwich,
Schroder Salomon Smith Barney has taken into account the Woolwich
directors' commercial assessments of the Offer.

The directors of Woolwich consider the terms of the Offer to be in the best
interests of Woolwich and its shareholders as a whole and will unanimously
recommend Woolwich Shareholders to vote in favour of the Offer as they
themselves intend to do in respect of their own beneficial holdings.*


2.   The Offer

Under the terms of the Offer, Woolwich Shareholders will be entitled to
receive:

                                                 
    for each Woolwich Share         0.1175 New Barclays Shares
                                                and
                                           £1.64 in cash

and so in proportion for any other number of Woolwich Shares held.

A Mix and Match Election will be made available under which Woolwich
Shareholders may elect, subject to availability, to vary the proportions in
which they receive New Barclays Shares and cash in respect of their
holdings of Woolwich Shares.

Woolwich Shareholders will be entitled to retain the interim dividend of
4.4p per Woolwich Share declared on 2 August 2000 and payable on 9 October
2000 to Woolwich Shareholders on the register on 25 August 2000.

Based on the closing middle market price of 1581p per Barclays Share on 10
August 2000, less the 20.0p interim dividend, the Offer together with the
Woolwich interim dividend values each Woolwich Share at approximately 352p
and the issued ordinary share capital of Woolwich at approximately £5.4
billion.

On the same basis, the Offer, together with the Woolwich interim dividend,
represents a premium of approximately 31 per cent. over the closing middle
market price of 269p per Woolwich Share on 8 August 2000 (the day before
the announcement that Barclays and Woolwich were in talks regarding a
potential offer for Woolwich).

Following completion of the transaction, Woolwich Shareholders will hold
approximately 11 per cent. of the enlarged issued share capital of
Barclays.

Appendix II of this announcement contains an illustration of the financial
effects of the Offer for Woolwich Shareholders.

The Offer will extend to any Woolwich Shares issued or unconditionally
allotted prior to the Court hearing date for the Scheme, including Woolwich
Shares issued pursuant to the exercise of options under the Woolwich Share
Schemes.

The Woolwich Shares are to be cancelled or transferred to Barclays under
the Scheme fully paid and free from all liens, equities, charges,
encumbrances, rights of pre-emption and other interests and together with
all rights now and subsequently attaching to the Woolwich Shares, including
the right to receive and retain all dividends and other distributions
declared, made or paid after the date of this announcement save that
Woolwich Shareholders will retain the interim dividend of 4.4p per Woolwich
Share announced on 2 August 2000 and payable on 9 October 2000 to Woolwich
Shareholders on the register on 25 August 2000.

The New Barclays Shares to be issued in connection with the Offer will be
issued credited as fully paid and will rank pari passu in all respects with
the existing Barclays Shares, together with the right to receive and retain
all dividends and other distributions declared, made or paid after the date
of this announcement save for the interim dividend of 20.0p per Barclays
Share announced on 3 August 2000 and payable on 3 October 2000 to Barclays
Shareholders on the register on 18 August 2000.

Application will be made to the UK Listing Authority for the New Barclays
Shares to be admitted to the Official List, and to the London Stock
Exchange for the New Barclays Shares to be admitted to trading on the
London Stock Exchange's market for listed securities.

Fractions of New Barclays Shares will not be allotted to Woolwich
Shareholders but will be aggregated and sold as soon as practicable after
the Scheme becomes effective.  Fractional entitlements with a value in
excess of £3.00 will then be paid to relevant Woolwich Shareholders.
Fractional entitlements with a value of £3.00 or less will be retained for
the benefit of the Enlarged Barclays Group.

Mix and Match Election

Woolwich Shareholders may elect under the terms of the Offer, subject to
availability, to vary the proportions in which they receive New Barclays
Shares and cash consideration in respect of their holdings of Woolwich
Shares.  However, the total number of New Barclays Shares to be issued and
the total amount of cash consideration to be paid under the Offer will not
be varied as a result of Mix and Match Elections.  Accordingly, the
satisfaction of Mix and Match Elections will be dependent upon the extent
to which other Woolwich Shareholders make offsetting elections.  To the
extent that elections cannot be satisfied in full, they will be scaled down
on a pro rata basis.  To the extent that elections can be satisfied,
Woolwich Shareholders will receive New Barclays Shares instead of cash and
vice versa.

As a result, Woolwich Shareholders who make Mix and Match Elections will
not necessarily know the exact number of New Barclays Shares or the amount
of cash they will receive until settlement of the consideration under the
Offer.

The Mix and Match Election will not affect the entitlements of those
Woolwich Shareholders who do not make Mix and Match Elections.

Low Cost Dealing Facility

It is proposed that a low cost dealing facility will be put in place for
Woolwich Shareholders who receive New Barclays Shares under the Offer and
who would like to sell part or all of their holdings of New Barclays Shares
or who would like to invest cash received in order to increase their
holdings of Barclays Shares.


3.   Background to and Reasons for the Offer

At the announcement of its results for the year ended 31 December 1999,
Barclays signalled that a key element of its retail financial services
strategy was to increase its share of its customers' total financial
services activities.  Building a more significant mortgage and liquid
savings presence in the UK is central to this strategy.

Taking a mortgage represents a key point in the financial lives of many
customers.  The mortgage represents an important opportunity for customer
relationship extension, including cross selling opportunities for
associated products.  The mortgage business offers good returns on capital
in its own right.  These are further enhanced by cross selling.

Woolwich is one of the leading financial services groups in the UK with a
reputation for innovation and strong management, and a well respected
brand.  The transaction is therefore an important step in the Enlarged
Barclays Group becoming the leading retailer of financial services in the
UK.  The transaction combines two complementary and leading financial
services businesses in the UK, and will provide significant benefits to
customers in terms of scale, product range and technology solutions.

With around 16 million customers, the Enlarged Barclays Group will have one
of the largest customer bases of any financial services group in the UK. A
significant portion of Woolwich's 4 million customer base is located in
London and the South East of England.  The new Barclays retail portfolio
will offer extended wallet and product penetration opportunities across a
wide range of retail financial services.  It will be a significant player
with product leadership across the spectrum of retail financial services.
The Enlarged Barclays Group will therefore be able to offer 'best of breed'
product choice, excellent value, quality service and outstanding access
channels.

Barclays and Woolwich are leaders in UK banking in providing technology
driven solutions.  The combined entity will be a leader in e-finance and
will use this position to develop this area of the business further.
Barclays is already acknowledged as a leader in online banking in the UK
with 1.25 million customers.  Open Plan has already proved itself to be a
market leading customer and commercial proposition.  Woolwich has to date
recruited a customer base of some 290,000 to Open Plan and has demonstrated
the ability of Open Plan to generate significant revenue benefits.  Open
Plan will feature prominently in the Enlarged Barclays Group, both to
increase the depth of existing customer relationships as well as to attract
new customers.  The enlarged group will integrate Open Plan into the
Barclays product range to improve the overall product offering to
customers.

Woolwich has successfully responded to competitive pressures in the UK
mortgage market and is transforming its business model in several key ways
to differentiate itself from its peers and position itself for continued
growth.  Particularly important is:

- its innovative approach to mortgage processing through Global Home
  Loans, its joint venture with Countrywide, the largest independent processor
  of mortgages in the US;

- the development of the Open Plan proposition; and

- the application of new technologies in the world of e-finance to
  enhance its product offering.

These measures position Woolwich well to meet the challenges of a fast
changing financial services environment.  The managements of Woolwich and
Barclays believe, however, that the full shareholder potential of
Woolwich's strategy will be best achieved through the combined scale and
complementary strengths that a Barclays/Woolwich transaction offers.

Woolwich's proven and successful IFA operation is an important extension of
Barclays distribution options, enabling Barclays to benefit both from
Woolwich's high performing IFA sales force with its established
infrastructure and from its track record of distribution through IFAs.
This is particularly relevant given the significant market share that IFAs
have in mortgages.

In addition, Woolwich's senior management team, with its reputation for
innovation, will enhance the management capability of the combined group
and provide it with increased leadership strength.

It is intended to maintain and develop the Woolwich and Open Plan brands
within the Enlarged Barclays Group, with Woolwich becoming the group
mortgage brand and retaining a separate and distinctive high street
presence.

Woolwich's relationship with Global Home Loans will be a benefit to the
Enlarged Barclays Group. Global Home Loans is positioned to be among the
most efficient mortgage processors in Europe and will provide a significant
boost in terms of capacity and productivity benefits.    It is planned to
combine Barclays mortgage business with that of Woolwich, thereby
increasing the share of mortgage flow.  It is further proposed to merge the
Barclays and Woolwich insurance businesses.

Back office processing and call centres will be combined to enhance the
efficiency of the combined business and provide a centre of excellence for
each key back office activity.  Bexleyheath will be retained as a
significant centre of employment for Woolwich. It is intended to move
towards common IT platforms based on a target architecture with pooling of
IT operations and services and elimination of overlaps.  Barclays vision is
that customers will be able to use all channels of the combined network
seamlessly to access Woolwich and Barclays products.

The transaction is expected to be earnings enhancing in 2001 and beyond
(before accounting for goodwill and restructuring charges, but after the
inclusion of synergies).**


4.   Synergies

The combination of Barclays and Woolwich is expected to generate
substantial synergies, both in terms of additional net revenue synergies
and cost savings.  By the end of the third year following completion of the
transaction total pre-tax synergies are estimated to total at least £240
million per annum.**

Net Revenue Synergies

Barclays and Woolwich contribute complementary strengths in different
product areas. The managements of Barclays and Woolwich have identified
significant opportunities to increase sales of some of these products to
the combined customer base and thereby accelerate the growth of the
combined business.

It is estimated that potential additional revenues arising as a consequence
of the transaction, net of costs, will total in excess of £90 million by
the end of the third year following completion of the transaction.**  These
net revenue synergies are expected to be derived principally from:

- offering the Open Plan proposition to Barclays customers;
- the development of Open Plan to its full potential through the enhanced
  investment capability provided by the enlarged group;
- the availability of Woolwich mortgages in Barclays branches;
- enrichment of the product set available to Woolwich customers and, in
  particular, increased sales of personal loans, current accounts and credit
  cards and the associated protection products to Woolwich's 4 million
  customers;
- building on the leading positions of Woolwich and Barclays in e-finance
  through increased investment capability; and
- developing Woolwich's IFA channel within the Enlarged Barclays Group.

Cost Savings

It is estimated that identified potential pre tax annual cost savings will
total at least £150 million by the end of the third year following
completion of the transaction.** These are expected to be principally
achieved as follows:

                                                         £ million
Rationalisation of Branch Network                             30
Mortgages and Other Products                                  45
IT Systems                                                    10
Head Office                                                   25
Other                                                         15
Avoided Investment                                            25
                                                             150

Rationalisation of Branch Network

Although the transaction will provide an opportunity to merge some
overlapping parts of the respective branch networks, both companies will
maintain a distinct and extensive high street presence.  Branch
combinations will only occur where there is substantial local overlap,
mainly in urban or semi-urban areas.  It is estimated that the combined
network will reduce to approximately 2,000 branches from some 2,100 as a
direct consequence of the transaction over the next three years.

Mortgages and Other Products

The combination of mortgage processing, cards, leasing, unit trust, life
and general insurance operations offers significant scope for cost savings.
These savings will be achieved as the combined business moves to a common
product and marketing platform.

IT Systems

IT savings will result from reduced infrastructure, middleware and internet
development spend, as the combined group migrates to a common architecture
with pooling of IT operations and services and elimination of overlaps.

Head Office

The removal of duplicated head office costs will be achieved through the
integration of functions, including HR and finance.  Bexleyheath will be
retained as a significant centre of employment.

Other

Other identified cost savings include those resulting from the integration
of overseas operations, rationalisation of internet channels/call centres
and treasury funding efficiencies.

Avoided Investment

Further cost savings will result from the elimination of duplicated
investment which would have otherwise been incurred, had the two businesses
retained their separate identities and structure.  Barclays had planned
significant expenditure on mortgage systems whilst Woolwich had a number of
projects for upgrading systems which will no longer be necessary following
integration of the businesses.

It is estimated that combined headcount will fall by approximately 1,000 as
a direct consequence of the transaction.  Wherever possible this will be
achieved through natural wastage and voluntary redundancy.  Barclays and
Woolwich will continue their policy of fully involving the relevant
unions/staff associations in this process of transforming the enlarged
group.

Restructuring costs of approximately £150 million pre-tax are estimated to
be incurred integrating the two businesses.**


5.   Management and Employees

Upon closing of the transaction, the board of Barclays will make a series
of appointments as part of the integration of Woolwich into the Barclays
organisation:

Board of Directors

Sir Brian Jenkins, Chairman of Woolwich, will be appointed a Deputy
Chairman of Barclays.  Stephen Russell, Chief Executive of Boots and a non
executive director of Woolwich, will be appointed a non executive director
of Barclays and John Stewart, Group Chief Executive of Woolwich, will be
appointed an executive director of Barclays.

Executive Appointments

John Varley, an executive director of Barclays, will assume the new role of
Group Director, Integration to focus on the integration of the operations
of Woolwich and Barclays.  To guarantee a successful integration of the two
organisations, it is vital to focus the most senior talent on the task
during the crucial first year.  John Varley and John Stewart, who led the
two companies' respective transaction teams, have forged an excellent
working relationship.  The continuing involvement of both is essential.
John Varley will lead an interdisciplinary functional team drawn from
across the Group and will report to the Group Chief Executive.

John Stewart will be appointed Deputy Group Chief Executive of Barclays.
In this new role, John Stewart will report to the Group Chief Executive.
He will be responsible for Barclays Retail Financial Services, which will
incorporate the Woolwich business.

Reporting to John Stewart will be:-

  -  Gary Hoffman, previously Managing Director, Customer Service &
     Delivery, who becomes Managing Director, Strategic Marketing and
     Distribution;
  -  Lynne Peacock, Woolwich Operations Director, who will become Chief
     Executive of the Woolwich strategic business unit, which will incorporate
     the Barclays mortgage business;
  -  Bob Hunter, Managing Director of Wealth Management;
  -  John Eaton, previously head of Barclaycard's UK operations, who becomes
     Managing Director, UK Retail Products;
  -  Bob Dench, Managing Director, Long Term Savings and Investments;
  -  Jane Platt, Managing Director, Stockbrokers; and
  -  Ian Poston, a Woolwich executive director, who will become Chief of
     Staff to John Stewart

Chris Lendrum, an executive director of Barclays and Chief Executive of
Corporate Banking, will add to his duties responsibility for the African
operations, which will continue to be run by Dominic Bruynseels, Managing
Director of Barclays Africa.

Richard Meddings, Woolwich Finance Director, will become Director,
Corporate Planning for the Barclays Group.

The existing employment rights, including accrued pension rights, of the
management and employees of Woolwich will be fully protected following the
completion of the Offer. The boards of Barclays and Woolwich are confident
that the employees of both groups will benefit from the enhanced career
opportunities within the Enlarged Barclays Group.


6.   Implementation of the Offer

The Offer is to be effected by means of a scheme of arrangement of Woolwich
under Section 425 of the Companies Act 1985.  The Scheme will be subject to
the conditions set out in Appendix I.

The Scheme will require approval by Woolwich Shareholders by the passing of
a resolution at the Court Meeting. This resolution must be approved by a
majority in number of the holders of Woolwich Shares present and voting,
either in person or by proxy, representing not less than three-fourths in
value of the Woolwich Shares held by such holders.  Barclays will procure
that none of the Woolwich Shares in which it is beneficially interested
will be voted on the resolution to approve the Scheme.  The Scheme must
also be sanctioned by the High Court.

In addition, the Scheme will require separate approval by the passing of
resolutions at the Extraordinary General Meeting.

The Scheme will only become effective if all the conditions set out in
Appendix I, including receipt of all shareholder approvals, sanction by the
High Court and the receipt of all competition and regulatory clearances,
have been satisfied or waived. The Scheme will become effective upon
delivery to the Registrar of Companies of a copy of the order of the High
Court sanctioning the Scheme and registration of such order.

Once the Scheme becomes effective, it will be binding on all Woolwich
Shareholders, whether or not they voted in favour of the Scheme and related
issues at the Court Meeting and at the Extraordinary General Meeting.

Provisions of the Building Societies Act prevent any person acquiring a
holding of more than 15 per cent. of the share capital of Woolwich for a
period of five years after the flotation of Woolwich in July 1997.

The directors of Woolwich have determined that it would be in the best
interests of Woolwich and its shareholders as a whole for the Offer to
proceed and that it is therefore also in the best interests of Woolwich to
take steps to bring this protective period to an end. They have therefore
entered into an agreement with Sedgwick Noble Lowndes (UK) Limited for the
purchase by Woolwich of the interest not already held by Woolwich in
Sedgwick Independent Financial Consultants Limited, the effect of which,
when completion of the purchase takes place, will be to bring to an end the
protective period and thus permit the Offer to proceed.  The completion of
this purchase is conditional, inter alia, upon approval by a special
resolution of the Woolwich Shareholders to be proposed at the Extraordinary
General Meeting.

The Articles of Association of Woolwich will be amended at the
Extraordinary General Meeting so that any Woolwich Shares issued upon
exercise of options or otherwise on or after the Court hearing date for the
Scheme will be acquired by Barclays in consideration for an issue of New
Barclays Shares and cash on the same terms as the consideration receivable
under the Offer.

The Scheme is intended to be structured so as to ensure that UK tax paying
Woolwich Shareholders will, to the extent that they receive New Barclays
Shares under the Offer, obtain capital gains tax rollover.  This may mean
that a Woolwich Shareholder's entitlement under the Offer is allocated
between his/her Woolwich Shares in a particular way, but this will not
effect his/her entitlement.  To achieve this, Barclays intends to seek the
appropriate capital gains tax clearance from the Inland Revenue.


7.   Information on Barclays

Barclays is a UK based financial services group engaged primarily in
banking, investment banking and investment management. In terms of assets
employed, Barclays is one of the largest financial services groups in the
UK. The Barclays Group has operations throughout the world and is one of
the leading providers of co-ordinated global services to multinational
corporations and financial institutions in the world's main financial
centres.

Barclays has five main divisions:

   Retail Financial Services
   
   Retail Financial Services is organised for reporting purposes into two
   major business groupings:
 
   - Retail Customers provides a wide range of services and products to
     personal and small business customers throughout the United Kingdom and  
     to personal and corporate customers in parts of Africa; and

   - Wealth Management serves affluent and high net worth clients both in
     the UK and globally with relationship based services and bespoke         
     products, particularly in the areas of banking, asset management
     and long-term financial planning.
 
   Barclaycard
 
   Barclaycard is the largest credit card business in Europe with a
   presence in the United Kingdom, Germany, France and Spain.
   
   Corporate Banking
   
   Corporate Banking provides relationship banking to the Barclays Group's
   middle market, large corporate and institutional customers. Customers
   are served by a network of 1,200 specialist relationship managers
   across the UK who provide access to an extensive range of products.
   
   Barclays Capital
   
   Barclays Capital conducts the Barclays Group's international investment
   banking business.  It serves as the Barclays Group's principal point of
   access to the wholesale markets and also deals in these markets with
   governments, supranational organisations, corporates, banks, insurance
   companies and other institutional investors.
   
   Barclays Global Investors
   
   Barclays Global Investors is the largest institutional asset manager in
   the world, counting some of the most sophisticated investing
   institutions amongst its 1,600 clients.  It is also the world's second
   largest asset manager.
   
Barclays Shares are listed in the UK and trade on the London Stock
Exchange. The shares are also listed on the Tokyo Stock Exchange and
American Depositary Shares are traded on the New York Stock Exchange. As at
the close of business on 10 August 2000, Barclays had a market
capitalisation of approximately £23.4 billion.

Summary financial information on Barclays for the three years to 31
December 1999 and for the six months to 30 June 1999 and 2000 is set out
below:

                                     Year to                Six months to
                                   31 December                 30 June
  £ millions                  1997       1998     1999      1999 (1)  2000 (1)
                                                                          
  Operating income           7,319      7,416    8,364     4,146     4,676
  Operating expenses       (4,601)    (4,877)  (4,800)   (2,395)   (2,531)
                               
  Provision for bad and      (227)      (492)    (621)     (320)     (376)
  doubtful debts
  Other (inc restructuring   (772)      (152)    (483)     (464)        73
  charges & exceptional
  items)
  Profit before tax          1,719      1,895    2,460       967     1,842
  Profit attributable to     1,133      1,317    1,759       696     1,320
  ordinary shareholders
                                                                          
  Total assets             232,429    219,494  254,793   241,265   286,385
                              
  Tier 1 capital ratio        7.2%       7.3%     7.5%      7.4%      8.0%
  Total capital ratio         9.9%      10.6%    11.3%     10.9%     11.5%
  EPS                        74.6p      87.2p   117.5p     46.2p     88.9p
  DPS                        37.0p      43.0p    50.0p     17.5p     20.0p
                                                                          
  (1) Unaudited results                                                   


8.   Information on Woolwich

Woolwich is a major provider of personal financial services in the UK.  It
has overseas operations in France and Italy and employs approximately 6,500
employees.  Woolwich provides its full range of products and services in
the UK to approximately 4 million customers through 412 branches.  Its
innovative Open Plan proposition provides fully integrated, multi-channel
distribution across the full range of products.  Woolwich's key business
areas include the provision of mortgages and deposit based savings, life
assurance, unit trusts and ISAs, and the distribution of personal lines
general insurance.  Woolwich is also the second largest provider of
independent financial advice in the UK through its subsidiary, Woolwich
Independent Financial Advisory Services Limited.  Woolwich has developed
its business through a series of initiatives such as Open Plan Services,
Global Home Loans (a joint venture with Countrywide Credit Industries Inc.
of the US), other joint ventures (such as those with Littlewoods and Legal
& General) and business partnerships with groups such as AXA and Vodafone.

Summary financial information on Woolwich for the three years to 31
December 1999 and the six months to 30 June 1999 and 2000, is set out
below:

                                     Year to                Six months to
                                   31 December                30 June
 £ millions                   1997       1998     1999      1999(1)   2000(1)
                                                                          
 Operating income              855        926      976       466       495
 Operating expenses          (440)      (396)    (421)     (198)     (237)
 Provision for bad and        (13)       (13)     (33)      (14)      (24)
 doubtful debts
 Other (inc restructuring        -       (21)      (2)         -       (2)
 charges & exceptional
 items)
 Profit before tax             402        496      520       254       232
 Profit attributable to        250        328      351       172       180
 ordinary shareholders
                                                                          
 Total assets               31,911     33,239   33,758    33,226    36,284

                                                                          
 Tier 1 capital ratio        12.8%      10.9%    10.3%     10.8%      9.9%
 Total capital ratio         16.8%      14.6%    14.3%     14.3%     13.6%
 EPS                         15.6p      20.6p    22.5p     11.0p     11.8p
 DPS                         16.0p      25.6p    12.0p      3.9p      4.4p
                                                                          
 (1)  Unaudited results.  Six months figures to 30 June 1999 restated to
 reflect a change of accounting policy.


9.   Recommendation

The directors of Woolwich, who have been so advised by Schroder Salomon
Smith Barney, their financial advisers, consider the terms of the Offer to
be fair and reasonable.  In providing advice to the directors of Woolwich,
Schroder Salomon Smith Barney has taken into account the Woolwich
directors' commercial assessments of the Offer.

The directors of Woolwich consider the terms of the Offer to be in the best
interests of Woolwich and its shareholders as a whole and will unanimously
recommend Woolwich Shareholders to vote in favour of the resolutions to be
proposed at the Court Meeting and at the Extraordinary General Meeting of
Woolwich as they intend to do in respect of their own beneficial holdings.*


10.  Woolwich Share Schemes

The Offer will extend to any Woolwich Shares issued or unconditionally
allotted prior to the Court hearing date for the Scheme, including Woolwich
Shares issued pursuant to the exercise of options granted under the
Woolwich Share Schemes.

The Scheme will not extend to Woolwich Shares issued, including as a result
of the exercise of options, on or after the Court hearing date for the
Scheme.  Upon the Scheme becoming effective, appropriate proposals will be
made to holders of options under the Woolwich Share Schemes.


11.  Expected timetable

Formal documentation relating to the Offer will be despatched to Woolwich
Shareholders as soon as is practicable.  This documentation will include a
circular to Woolwich Shareholders in which the terms of the Scheme will be
explained, listing particulars in relation to the New Barclays Shares and
notices of the Court Meeting and of the Extraordinary General Meeting at
which resolutions will be proposed to Woolwich Shareholders to approve the
Scheme and related issues. It is expected that the transaction will become
effective in the final quarter of 2000.  The consideration payable to
Woolwich Shareholders will be despatched within 14 days of the transaction
becoming effective.


12.  General

As at close of business on 9 August 2000 (being the latest practicable date
prior to this announcement) Credit Suisse Group companies held a short
position over 195,000 Woolwich Shares.

As at close of business on 9 August 2000 (being the latest practicable date
prior to this announcement) members of the Barclays Group were interested
in 37,003,459 Woolwich Shares, representing 2.43 per cent of Woolwich's
issued share capital.  The wife of Peter Jarvis, a director of Barclays, is
interested in 1,498 Woolwich Shares.

Save as mentioned above, neither Barclays nor any of the directors of
Barclays nor any party acting in concert with Barclays owns or controls any
Woolwich Shares or holds any options to purchase Woolwich Shares or has
entered into any outstanding derivative referenced to Woolwich Shares.


ENQUIRIES

Barclays
Ian Roundell                             Telephone: [phone]
Leigh Bruce                                         020 8699 2658

Credit Suisse First Boston               Telephone: [phone]
Philip Remnant
Ewen Stevenson
Stuart Upcraft

Hogarth                                  Telephone: [phone]
Chris Matthews
Rachel Hirst

Woolwich                                 Telephone: [phone]
David Blake

Schroder Salomon Smith Barney            Telephone: [phone]
Will Samuel
Chris Jillings
Ian Hart

The Maitland Consultancy                 Telephone: [phone]
Philip Gawith
Lydia Stewart

Credit Suisse First Boston, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Barclays and for no
one else in connection with the Offer and will not be responsible to anyone
other than Barclays for providing the protections afforded to customers of
Credit Suisse First Boston or for giving advice in relation to the Offer.

Schroder Salomon Smith Barney, which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting for Woolwich and
for no one else in connection with the Offer and will not be responsible to
anyone other than Woolwich for providing the protections afforded to
customers of Schroder Salomon Smith Barney or for giving advice in relation
to the Offer.

This announcement does not constitute an offer to sell or an invitation to
purchase any securities.

Shareholders should note that Barclays and Woolwich are providing the
following cautionary statement:

This announcement contains certain forward looking statements with respect
to the financial condition, results of operations and businesses of
Barclays and Woolwich, synergies and cost savings and management's plans
and objectives for the Enlarged Barclays Group.  These statements and
forecasts involve risk and uncertainty because they relate to events and
depend upon circumstances that will occur in the future.  There are a
number of factors that could cause actual results and developments to
differ materially from those expressed or implied by these forward looking
statements and forecasts, such as the ability of Barclays and Woolwich to
integrate their large and complex businesses and realise synergies and
achieve cost savings, delays in new product launches, exposure to
fluctuations in exchange rates for foreign currencies, the impact of
competition, price controls, other regulatory action and price reductions
and inflation, adverse economic conditions, and the inability of the
Enlarged Barclays Group to market existing and new products effectively.

The foregoing paragraph is also relevant to use of the 'Safe Harbor'
provisions of the United States Private Securities Litigation Reform Act of
1995.

The New Barclays Shares to be issued to Woolwich Shareholders under the
Scheme will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act 1933 (as amended) provided by Section
3(a)(10) of that Act and, as a consequence, the New Barclays Shares will
not be registered under the US Securities Act.

* Mr John Nelson, a non-executive director of Woolwich, is also Chairman
  of Credit Suisse First Boston.  Credit Suisse First Boston is acting as
  financial adviser to Barclays in respect of the Offer.  Accordingly, Mr
  Nelson will abstain from the recommendation to Woolwich Shareholders.

** The expected net revenue synergies and cost savings, referred to in
 this announcement, have been estimated on the basis of the existing cost,
 operating structures and business volumes of the two groups and by
 reference to forecast price increases, economic conditions and the
 current regulatory environment.  Nothing in this announcement should be
 construed as a profit forecast or be interpreted to mean that the future
 earnings per share of the Enlarged Barclays Group will necessarily be
 greater than the historic published earnings per share of the Barclays
 Group.

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