Director Shareholding

BT Group PLC
9 January 2002

                                 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.

Lapse of Sharesave options by 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

Lapse of Sharesave options by 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

4 January 2002

14)     Date Company informed

8 January 2002

15)     Total holding following this notification

33,879 Ordinary shares personal and spouse holdings

219 Ordinary shares held in trust under the BT Employee Share Ownership Scheme

191,668 Ordinary shares under award in BT Incentive Share Plan

39,445 Ordinary shares under award in BT Deferred Bonus Plan

45,675 Ordinary shares under award in BT Executive Share 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

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



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

4555 shares in Sharesave 2001 at 218p per share

1483 shares in Sharesave 1998 at 518p per share

23)     Any additional information

  * 178 options lapsed under Sharesave 1999 at 843.60p per share
  * 516 options lapsed under Sharesave 2000 at 727p per share

The above named director has other technical interests under Section 13 of the
Companies Act as follows:

  * a technical interest, together with all employees of BT in 81,169 BT
    Group shares held in the name of BT Employee Shares Trustees Limited.
  * a technical interest, together with all employees of BT Group in
    23,604,699 BT Group shares held by the Trustee, Ilford Trustees (Jersey)
    Limited in respect of contingent awards under executive share plans
  * a technical interest in 50,261,020 BT Group 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

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 9 January 2002

End