Director Shareholding

BT Group PLC
15 February 2002


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1)     Name of company

BT Group plc

 2. Name of Director

Paul Reynolds

3)     Please state whether notification indicates that it is in respect of
holding of the shareholder name in 2 above or in respect of a non-beneficial
interest or in the case of an individual holder if it is a holding of that
person's spouse or children under the age of 18 or in respect of a
non-beneficial interest.

Director in 2) above

4)     Name of the registered holder(s) and, if more than one holder, the number
of shares held by each of them (if notified)

Halifax Corporate Trustees Limited as Trustee of the BT Group Employee Share
Investment Plan.

5)     Please state whether notification relates to a person(s) connected with
the Director named in 2 above and identify the connected person(s)

n/a

6)     Please state the nature of the transaction. For PEP transactions please
indicated whether general/single co PEP and if discretionary/non discretionary

First monthly purchase of shares under the terms of the BT Group Employee Share
Investment Plan.

7)     Number of shares/amount of stock acquired:

Purchase of 47 shares at 261p per share.

8)     Percentage of issued class

n/a

9)     Number of shares/amount of stock disposed

n/a

10)     Percentage of issued class

n/a

11)     Class of security

Ordinary shares of 5p each

12)     Price per share

n/a

13. Date of transaction

14 February 2002

14)     Date Company informed

15 February 2002

15)     Total holding following this notification

a. 33,906 ordinary shares - personal holding;

 b. 191,668 ordinary shares under BT Incentive Share Plan - contingent award;
 c. 39,445 shares under BT Deferred Bonus Plan;
 d. 45,675 shares under BT Executive Share Plan;
 e. Options over 4,555 shares over BT Group Employee Sharesave Scheme;
 f. Options over 2,177 shares under BT Employee Sharesave Scheme;
 g. 219 shares under the BT Employee Share Ownership Scheme;
 h. 47 shares under BT Group Share Investment Plan.

16)     Total percentage holding of issued class following this notification

n/a

If a director has been granted options by the company please complete the
following boxes

17)     Date of grant

n/a

18)     Period during which or date on which exercisable

n/a

19)     Total amount paid (if any) for grant of the option

n/a

20)     Description of shares or debentures involved: class, number

n/a

21)     Exercise price (if fixed at time of grant) or indication that price is
to be fixed at time of exercise

n/a

22. Total number of shares or debentures over which options held following this
    notification

6,732

23)     Any additional information

The above named Director has technical interests, as at 15 February 2002 under
Section 13 of the Companies Act as follows:

  • A technical interest, together with all employees of BT Group plc in
    46,695,836 Ordinary Shares held by the Trustee, The Royal Bank of Scotland
    Trust Company (Jersey) Limited to satisfy the exercise of options under the
    BT Employee Sharesave Scheme 1994;
  • A technical interest, together with all employees of BT Group plc in
    24,582,504 Ordinary Shares held by Ilford Trustees (Jersey) Limited in
    respect of contingent awards under executive share plans;
  • A technical interest, together with all employees of BT Group plc in
    73,069 Ordinary Shares held in the name of BT Employee Shares Trustees
    Limited.



24)     Name of contact and telephone number for queries

Patricia Day 020 7356 5152

25)     Name of signature or authorised company official responsible for making
this notification

Patricia Day

Date of Notification: 15 February 2002

End



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