Director Shareholding

BT Group PLC
27 June 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1)     Name of company

BT Group plc

 2. Name of Directors

Andy Green

Ian Livingston

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.

Options granted to the two named Directors above under the BT Group Employee
Sharesave Scheme

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

n/a

5)     Please state whether notification relates to a person(s) connected with
the Directors 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

Grant of options under the BT Group Employee Sharesave Scheme

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

n/a

14)     Date Company informed

n/a

15)     Total holding following this notification

Andy Green

Personal holding of 62,316 shares

Executive Share Plan - contingent awards totalling 144,890 shares

Deferred Bonus Plan - awards totalling 63,524 shares

Incentive Share Plan - contingent awards totalling 258,332

Options granted under the Employee Sharesave Scheme totalling 3,472

Ian Livingston

Personal holding of 110,444 shares

Retention Share Plan awards totalling 604,045 shares

Options granted under the Employee Sharesave Scheme totalling 7,290

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

24.06.02

18)     Period during which or date on which exercisable

Andy Green has a 3-year option exercisable between 14 August 2005 and 13
February 2006

Ian Livingston has a 5-year option exercisable between 14 August 2007 and 13
February 2008

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

3-year option price 255p

5-year option price 227p

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

Andy Green has options granted under the Employee Sharesave Scheme totalling
3,472

Ian Livingston has options granted under the Employee Sharesave Scheme totalling
7,290

23)     Any additional information

The above named Directors have technical interests, as at 27 June 2002 under
Section 13 of the Companies Act as follows:

  • A technical interest, together with all employees of BT Group plc in
    36,856,011 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
    24,571,130 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: 27 June 2002

End



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