UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934

 
(Amendment No. 1)*

 
BARCLAYS PLC 
(Name of Issuer)

 
 
25p Ordinary Shares 
(Title of Class of Securities)
 

 
06738E204 
(CUSIP Number)
 

 
June 5, 2009 
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
CUSIP No.  06738E204
 
 
         
1
NAME OF REPORTING PERSONS
 
International Petroleum Investment Company
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Emirate of Abu Dhabi, United Arab Emirates
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
758,437,618
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
758,437,618
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
758,437,618
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.3%(1)
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
Page 2 of 11 Pages
 
CUSIP No.  06738E204
 
 
         
1
NAME OF REPORTING PERSONS
 
Kadin Holdings Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Territory of the British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
758,437,618
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
758,437,618
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
758,437,618
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.3%(1)
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
Page 3 of 11 Pages
 
CUSIP No.  06738E204
 
 
         
1
NAME OF REPORTING PERSONS
 
PCP Gulf Invest 1 Limited(2)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bailiwick of Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%(1)
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
Page 4 of 11 Pages
 
CUSIP No.  06738E204
 
 
         
1
NAME OF REPORTING PERSONS
 
PCP Gulf Invest 3 Limited(2)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bailiwick of Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
758,437,618
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
758,437,618
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
758,437,618
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.3%(1)
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
(1)           Based on 8,371,830,617 Ordinary Shares as reported in Barclays PLC’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 24, 2009 (the “Form 20-F”), 1,304,835,721 Ordinary Shares disposed of by the filing persons for which their entire holding of certain Mandatorily Convertible Notes (the “MCNs”) were exchangeable, and an additional 758,437,618 Ordinary Shares issuable to the filing persons upon exercise of certain Warrants as disclosed in the Form 20-F, for an aggregate of 10,435,103,956 Ordinary Shares currently issued and outstanding.
 
(2)           On June 5, 2009, PCP Gulf Invest 1 Limited (“PCP 1”) disposed of 1,304,835,721 Ordinary Shares into which the MCNs were exchangeable and therefore no longer beneficially owns any Ordinary Shares.  PCP Gulf Invest 3 Limited (“PCP 3”) is the direct beneficial owner of 758,437,618 of the Ordinary Shares reported herein.  PCP 1 and PCP 3 are wholly owned subsidiaries of Kadin Holdings Ltd. (“Kadin”), which in turn is a wholly owned subsidiary of International Petroleum Investment Company (“IPIC”).  Pursuant to the rules and regulations of the Securities and Exchange Commission, IPIC and Kadin may be deemed to be beneficial owners of the Ordinary Shares of which PCP 3 has direct beneficial ownership.
 
Page 5 of 11 Pages
 
Item 1.  
 
(a) Name of Issuer
 
Barclays PLC
 
(b) Address of Issuer’s Principal Executive Offices
 
1 Churchill Place
London E14 5HP
England
 
Item 2.  
 
(a) Name of Person Filing
 
(1) 
International Petroleum Investment Company
 
(2) 
Kadin Holdings Ltd.
 
(3) 
PCP Gulf Invest 1 Limited
 
(4) 
PCP Gulf Invest 3 Limited
 
(b) Address of Principal Business Office or, if none, Residence
 
(1) 
Al Muhairy Center Office Tower
Sheikh Zayed the 1st Street
P.O. Box 7528
Abu Dhabi
United Arab Emirates
 
(2) 
No. 6, 3rd Floor, Qwomar Trading Building
P.O. Box 875
Road Town, Tortola
British Virgin Islands
 
(3) 
P.O. Box 1075
Elizabeth House
9 Castle Street
St. Helier JE4 2QP
Jersey
 
(4) 
P.O. Box 1075
Elizabeth House
9 Castle Street
St. Helier JE4 2QP
Jersey
 
Page 6 of 11 Pages
 
(c) Citizenship
 
 
(1)
The Emirate of Abu Dhabi, United Arab Emirates; International Petroleum Investment Company’s sole shareholder is the Government of the Emirate of Abu Dhabi
 
(2) 
Territory of the British Virgin Islands
 
(3) 
Bailiwick of Jersey
 
(4) 
Bailiwick of Jersey
 
(d) Title of Class of Securities
 
25p Ordinary Shares
 
(e) CUSIP Number
 
06738E204
 
Item 3.  
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c) 
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
 o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h) 
o
A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
 
(k)
o
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
Page 7 of 11 Pages
 
Item 4.  
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
International Petroleum Investment Company, Kadin Holdings Ltd. and PCP Gulf Invest 3 Limited:
 
(a) Amount beneficially owned: 758,437,618.
 
(b) Percent of class:      7.3%.
 
(c) Number of shares as to which the person has:
 
(i)  
Sole power to vote or to direct the vote                0.
 
(ii)  
Shared power to vote or to direct the vote 758,437,618.
 
(iii)  
Sole power to dispose or to direct the disposition of                0.
 
(iv)  
Shared power to dispose or to direct the disposition of 758,437,618.
 
PCP Gulf Invest 1 Limited:
 
(a) Amount beneficially owned:                0.
 
(b) Percent of class:                0%.
 
(c) Number of shares as to which the person has:
 
(i)  
Sole power to vote or to direct the vote                0.
 
(ii)  
Shared power to vote or to direct the vote                0.
 
(iii)  
Sole power to dispose or to direct the disposition of                0.
 
(iv)  
Shared power to dispose or to direct the disposition of                0.
 
Item
5.  Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.
 
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Ordinary Shares beneficially owned by the reporting persons.
 
Page 8 of 11 Pages
 
Item 7. 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Member of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
Page 9 of 11 Pages
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  June 5, 2009
 

INTERNATIONAL PETROLEUM INVESTMENT COMPANY
 
  
KADIN HOLDINGS LTD.
/s/ Khadem Al Qubaisi
  
/s/ Khalifa Al Romaithi
Name:     
Khadem Al Qubaisi
  
Name:  
Khalifa Al Romaithi
Title: 
Managing Director
  
Title:
Sole Director
     
PCP GULF INVEST 1 LIMITED
   PCP GULF INVEST 3 LIMITED 
 
/s/ Khalifa Al Romaithi
  
 
/s/ Khalifa Al Romaithi
Name: Khalifa Al Romaithi   Name:  Khalifa Al Romaithi
Title: 
Director
  
Title: 
Director
 
 
 
 
Page 10 of 11 Pages
 
EXHIBIT INDEX

Exhibit 99.1 – Joint Filing Agreement
 
 
 
 
 
 
 
 
 
Page 11 of 11 Pages