Capital Reorganisation

BT Group PLC
20 November 2001


                                                             November 20, 2001

                       BT GROUP RECEIVES COURT APPROVAL

                           FOR REDUCTION OF CAPITAL

BT Group plc today received court approval for the reduction of its share
capital, whereby the nominal value of each issued BT Group ordinary share will
be reduced from 115 pence to 5 pence. This is to increase the level of
distributable reserves available for future distributions to shareholders of
BT Group, creating a new reserve in the books of BT Group of approximately 
£9.5 billion, or otherwise to facilitate any future transactions.

The BT Group reduction of capital is expected to become effective on
Wednesday, November 21, 2001.

                               ________________

The contents of this announcement, which has been issued by, and is the sole
responsibility of, BT Group plc, has been approved by Cazenove & Co. Ltd which
is regulated in the UK by The Securities and Futures Authority, solely for the
purposes of Section 57 of the Financial Services Act 1986. Prices and values
of, and income from, shares may go down as well as up and an investor may not
get back the amount invested. It should be noted that past performance is no
guide to future performance. Persons needing advice should consult an
independent financial adviser.

                                ______________

 Inquiries about this news release should be made to the BT Group Newsroom on
  its 24-hour number: 020 7356 5369. From outside the UK, dial + 44 20 7356
                                    5369.

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