Director Shareholding

BT Group PLC
21 December 2001


                                 SCHEDULE 11


         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1)     Name of company

BT Group plc

 2. Name of Directors

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.

Grant of Sharesave option to the above named Director

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

Paul Reynolds

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

self

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

Grant of Sharesave option to the above named Director

7)     Number of shares/amount of stock acquired

n/a

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

21 December 2001

14)     Date Company informed

21 December 2001

15)     Total holding following this notification


n/a

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

21 December 2001

18)     Period during which or date on which exercisable

14 February 2007 - 13 August 2007

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

n/a

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

Ordinary shares of 5p each

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

218p

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

4555 shares in Sharesave 2001

1483 shares in Sharesave 1998

178 shares in Sharesave 1999

516 shares in Sharesave 2000

23)     Any additional information

none

24)     Name of contact and telephone number for queries

Graeme Wheatley 020 7356 6372

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

Graeme Wheatley

Date of Notification 21 December 2001

End


ND
RDSFEDFMFSFSEDE