FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BARCLAYS PLC 2. Issuer Name and Ticker or Trading Symbol Northstar Neuroscience, Inc. [NSTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 CHURCHILL PLACE 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2008 (Street) LONDON, X0 E14 5HP 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock, $0.001 par value 11/03/2008   S4 100 D $ 1.32 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/04/2008   S4 200 D $ 1.24 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/04/2008   S4 350 D $ 1.25 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/04/2008   S4 2,050 D $ 1.26 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/04/2008   S4 200 D $ 1.269 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/04/2008   S4 500 D $ 1.27 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/04/2008   S4 100 D $ 1.29 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/04/2008   S4 300 D $ 1.3 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/04/2008   S4 800 D $ 1.31 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/04/2008   S4 5,159 D $ 1.32 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/05/2008   S4 75,393 D $ 1.3 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/05/2008   S4 10,700 D $ 1.31 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/05/2008   S4 41,300 D $ 1.32 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/06/2008   S4 100 D $ 1.3 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/11/2008   S4 4,700 D $ 1.25 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/11/2008   S4 400 D $ 1.27 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/12/2008   S4 400 D $ 1.21 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/12/2008   S4 1,100 D $ 1.22 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary o Common Stock, $0.001 par value 11/12/2008   S4 2,800 D $ 1.23 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/12/2008   S4 2,900 D $ 1.24 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/12/2008   S4 13,500 D $ 1.25 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/12/2008   S4 200 D $ 1.26 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/13/2008   S4 1,300 D $ 1.23 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/13/2008   S4 800 D $ 1.24 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/13/2008   S4 4,892 D $ 1.25 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC Common Stock, $0.001 par value 11/17/2008   S4 1,300 D $ 1.25 4,449,458 I Securities are held by Barclays Capital Inc., a subsidiary of Barclays PLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARCLAYS PLC 1 CHURCHILL PLACE LONDON, X0 E14 5HP	Â	  X	Â	Â

Signatures

Eleanor Crossley		01/09/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.