Adjustments to Awards-Amend

BT Group PLC
20 December 2001

The issuer advises that the following replaces the adjustment to awards
announcement released on 19 December 2001 at 18.16 under RNS number 99930. In
the BT Executive Share Plan Andy Green should have been inserted instead of
Pierre Danon. All other details remain unchanged the full amended text appears
below.

Adjustment to share interest of Directors

BT Group plc

BT Group plc advises that, following the reconstruction of British
Telecommunications plc ('BT') which was completed when BT Group plc and mmO2
plc became separate listed companies on 19 November 2001, awards under BT's
share award plans held by executives of BT Group plc have been adjusted so
that they now relate solely to ordinary shares in BT Group plc ('BT Group
Shares') rather than ordinary shares in BT ('BT Shares'). Options have been
granted under the BT Group Legacy Option Plan to replace options held by
executives of BT Group plc under BT's executive share option plans.

The revised terms of awards held by executive Directors of BT Group plc under
each share award plan are as follows:


                                BT Incentive Share Plan (awards are subject to
                                performance measurement based on Total
                                Shareholder Return)

Sir Christopher Bland           311,073 BT Group shares

Sir Peter Bonfield              776,902 BT Group shares

Philip Hampton                  202,975 BT Group shares

Pierre Danon                     72,559 BT Group shares

Andy Green                      258,332 BT Group shares

Paul Reynolds                   191,668 BT Group shares

                    BT Deferred Bonus Plan

Sir Peter Bonfield               418,392 BT Group shares

Philip Hampton                    15,553 BT Group shares

Pierre Danon                      21,872 BT Group shares

Andy Green                        63,524 BT Group shares

Paul Reynolds                     39,445 BT Group shares

                    BT Retention Share Plan

Philip Hampton                    86,796 BT Group shares
                               
Pierre Danon                     104,086 BT Group shares

                    BT Executive Share Plan


                                (awards are subject to performance measurement
                                based on Total Shareholder Return)

Sir Peter Bonfield                 578,107 BT Group shares

Andy Green                         144,890 BT Group shares

Paul Reynolds                       45,675 BT Group shares

The following option has been granted under the BT Group Legacy Option Plan to
Sir Christopher Bland:

               Revised No. of Shares under Option     Revised Exercise Price

Sir Christopher Bland               314,244             318.2298p

These adjustments have been determined by reference to the average middle
market quotations of BT Group Shares and ordinary shares in mmO2 plc for the
20 dealing days since the listing of the new companies shares - being 2.6791 p
and 85.69 p respectively. This has involved multiplying the original number of
shares under each award or option by a factor of 1.3198 and, in relation to
share options, also multiplying the original exercise price by a factor of
0.75769. The adjustment mechanism was explained in the circular issued to BT's
shareholders dated 18 September 2001.

Ends.