Director Shareholding

BT Group PLC
30 July 2002



                                  SCHEDULE 11


          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1)     Name of company

BT Group plc

 2. Name of Director

Andy Green

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)

Ilford Trustees (Jersey) Limited

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

Award of shares under the BT Group Deferred Bonus Plan

Grant of options under the BT Group Global Share Option Plan

7)     Number of shares/amount of stock acquired:

49,504 shares under the BT Group Deferred Bonus Plan

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

202p



13. Date of transaction

29 July 2002

14)     Date Company informed

30 July 2002

15)     Total holding following this notification

a. 62,316 ordinary shares - personal holding;

 b. 258,332 ordinary shares under BT Incentive Share Plan - contingent award;
 c. 49,504 shares under BT Group Deferred Bonus Plan;
 d. 63,524 shares under the BT Deferred Bonus Plan;
 e. An option over 2905 shares under the BT Group Employee Sharesave Scheme;
 f. Options over 909,100 shares 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

29 July 2002

18)     Period during which or date on which exercisable

29 July 2005 - 28 July 2012 subject to corporate performance measures

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

nil

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

Options over 909,100 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

187p

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

Options over 909,100 under BT Group Global Share Option Plan

23)     Any additional information

The above named Director has technical interests, as at 30 July 2002 under
Section 13 of the Companies Act as follows:

  • A technical interest, together with all employees of BT Group plc in
    27,856,011 Ordinary Shares held by the Trustee, The Royal Bank of Scotland
    Trust Company (Jersey) Limited;

  • A technical interest, together with all employees of BT Group plc in
    33,571,130 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 5152

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

Graeme Wheatley

Date of Notification: 30 July 2002

End




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