Director Shareholding-Replace

BT Group PLC
15 July 2004


This announcement replaces the Director Shareholding announcement previously
released on 15th July 2004 at 16.12 under RNS No. 8996A. The Price per share
at point 12 should have read 190.25p and not 186p as previously stated.
All other details remain unchanged and the full amended text appears below.


                                   SCHEDULE 11
          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

BT Group plc


2)  Name of Director

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.

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)

Halifax Corporate Trustees Limited (as Trustee of the BT Group Employee Share
Investment Plan).


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

Monthly purchase of shares under the terms of the BT Group Employee Share
Investment Plan.


7) Number of shares/amount of stock acquired:

Purchase of 65 shares at 190.25p per share.


 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

190.25p


13)    Date of transaction

14 July 2004


14) Date Company informed

15 July 2004


15) Total holding following this notification

Paul Reynolds:

1. 47,099 ordinary shares - personal holding;

2. 137,877 ordinary shares under the BT Group Incentive Share Plan - contingent
   award;

3. 233,029 ordinary shares under BT Group Deferred Bonus Plan;

4. An option over 4,555 ordinary shares under the BT Group Employee Sharesave
   Scheme;

5. Options over 1,769,624 ordinary 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

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

n/a


23) Any additional information

The above named Director has a technical interest, as at 15 July 2004 under
Schedule 13 of the Companies Act as follows:

   • A technical interest, together with all employees of BT Group plc in
    120,598 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
    30,208,127 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: 15 July 2004

End



                      This information is provided by RNS
            The company news service from the London Stock Exchange