Director Shareholding

BT Group PLC
20 May 2002

May 20, 2002


                     BT's GROUP FINANCE DIRECTOR COMPLETES

                                SHARES PURCHASE

BT today confirmed that Ian Livingston, group finance director, has purchased
£300,000 worth of BT shares as a personal investment. The purchase took place at
the earliest opportunity following BT's fourth quarter and full year results.
Ian now receives a matching £300,000 worth of BT shares from the company, as
detailed in his contract.

Ian joined the BT board on April 8, and became group finance director on April
23, 2002.

Notes to Editors:


 1. As per the terms of his contract, if Ian purchases shares in BT up to the
    market value of £300,000, at the date of purchase BT will grant £300,000 of
    shares under the retention share plan (RSP). These shares will vest under
    the rules of the RSP subject to Ian retaining the shares on the third
    anniversary of the purchase.

 2. Further, BT will grant Ian an award of shares to the value of £1,350,000
    under the RSP which will vest over three years in three equal tranches, on
    the anniversaries of his commencement date if Ian is still employed by BT at
    the date of vesting.

 3. Ian receives these awards today.

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