Director Shareholding

BT Group PLC
22 April 2004

                                  SCHEDULE 11



          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1)    Name of company



BT Group plc



2)    Name of Director



Sir Christopher Bland

Pierre Danon

Andy Green

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.



Decrease in the interests in shares of the above directors following the lapse
of share awards granted under the BT Executive Share Plan (ESP) in 1999 and the
BT Incentive Share Plan (ISP) in 2001.



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 company PEP and if discretionary/non
discretionary



Decrease in the interests in shares of the above directors following the lapse
of share awards granted under the BT Executive Share Plan (ESP) in 1999 and the
BT Incentive Share Plan (ISP) in 2001.



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



Sir Christopher Bland - an award of 331,488 shares lapsed under the ISP;



Pierre Danon - an award of 186,460 shares lapsed under the ISP;



Andy Green - an award of 40,032 shares lapsed under the ESP and an award of
186,460 shares lapsed under the ISP;



Paul Reynolds - an award of 11,999 shares lapsed under the ESP and an award of
154,140 shares lapsed under the ISP.



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 April 2004



14)   Date Company informed



21 April 2004



15)   Total holding following this notification



Sir Christopher Bland



Personal holding: 674,062



BT Group Retention Share Plan: 281,072



BT Group Global Share Option Plan: option over 314,244 shares at 318p per share



Pierre Danon



Personal holding: 93,508



BT Group Deferred Bonus Plan: 190,271



BT Group Global Share Option Plan:

An option over 601,610 shares at 187p

An option over 360,970 shares at 187p

An option over 676,692 shares at 199.5p



Andy Green



Personal holding: 92,351



BT Group Deferred Bonus Plan: 179,457



BT Group Global Share Option Plan:

An option over 568,190 shares at 187p

An option over 340,910 shares at 187p

An option over 639,098 shares at 199.5p



BT Group Employee Sharesave Scheme:

An option over 2,905 shares at 255p



Paul Reynolds



Personal holding: 46,892



BT Group Deferred Bonus Plan: 156,687



BT Group Global Share Option Plan:

An option over 534,760 shares at 187p

An option over 320,860 shares at 187p

An option over 601,504 shares at 199.5p



BT Group Employee Sharesave Scheme:

An option over 4,555 shares at 218p





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 details (17 - 22)



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



n/a



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



n/a



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



No change



23)   Any additional information



The above named Directors have technical interests, as at 21 April 2004 under
Schedule 13 of the Companies Act as follows:



•         A technical interest, together with all employees of BT Group plc in
152,310 Ordinary Shares held by the Trustee of the BT Group Employee Share
Investment Plan, Halifax Corporate Trustees Limited;



•         A technical interest, together with all employees of BT Group plc in
30,463,435 Ordinary Shares held by Ilford Trustees (Jersey) Limited in respect
of contingent awards under executive share plans;



24)           Name of contact and telephone number for queries



John Challis 020 7356 4086



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



John Challis



Date of Notification: 22 April 2004



End


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