Director Shareholding

BT Group PLC
11 February 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1)     Name of company

BT Group plc

2. Name of Director

Ben Verwaayen

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)

Ben Verwaayen

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

a) Purchase of shares;

b) two awards of shares under BT Group Retention Share Plan;

c) one grant of options under BT Group Global Share Option Plan.



7)     Number of shares/amount of stock acquired:

a. purchase of 387,876 shares at 257.8142p per share;

b. award of 393,700 shares under the BT Group Retention Share Plan at 254p per
share;

c. award of 387,876 shares under the BT Group Retention Share Plan at 257.8142p
per share;

d. grant of options under the BT Group Global Share Option Plan over 1,121,121
shares at 249.75p 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

11 February 2002



14)     Date Company informed

11 February 2002



15)     Total holding following this notification

a. 387,876 ordinary shares personal holding;

a. 781,576 ordinary shares in BT Group Retention Share Plan - contingent awards;

c. 1,121,121 options under BT Group Global Share Option 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

11 February 2002



18)     Period during which or date on which exercisable

11 February 2005 - 11 February 2012



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

nil



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

249.75p



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

1,121,121 ordinary shares



23)     Any additional information

The above named Director has technical interests, as at 11 February 2002 under
Section 13 of the Companies Act as follows:

  • A technical interest, together with all employees of BT Group plc in
    47,313,873 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

Graeme Wheatley 020 7356 6372



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

Graeme Wheatley



26) Date of Notification 11 February 2002

End



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