Director Shareholding

BT Group PLC
24 May 2005


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

BT Group plc

2) Name of Director(s)

Ben Verwaayen
Ian Livingston
Paul Reynolds
Andy Green

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.

Lapse of performance based share options on 18 May 2005.

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

Ben Verwaayen: an option over 561,500 shares lapsed;

Ian Livingston: an option over 360,970 shares lapsed;

Paul Reynolds: an option over 320,860 shares lapsed;

Andy Green: an option over 340,910 shares lapsed.

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

Lapse of performance based share options.

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

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

Ben Verwaayen

Personal holding: 902,001 shares;

Deferred Bonus Plan: 781,024 shares;

Incentive Share Plan: 252,798 shares.

Ian Livingston

Personal holding: 313,054 shares;

Deferred Bonus Plan: 180,258 shares;

Incentive Share Plan: 162,512 shares.

Paul Reynolds

Personal holding: 67,893 shares;

Deferred Bonus Plan: 208,593 shares;

Incentive Share Plan: 144,456 shares.

Andy Green

Personal holding: 120,002 shares;

Deferred Bonus Plan: 230,154 shares;

Incentive Share Plan: 153,484 shares.

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

29 July 2002

18) Period during which or date on which exercisable

subject to performance, options exercisable from 29 July 2005 - 29 July 2012

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

187p per share

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

Ben Verwaayen

Global Share Option Plan:
An option over 1,121,121 shares at 250p per share.
An option over 935,830 shares at 187p per share.
An option over 1,052,632 shares at 199.5p per share.
An option over 546,875 shares at 192p per share.

Ian Livingston

Global Share Option Plan:
An option over 601,610 shares at 187p per share.
An option over 676,692 shares at 199.5p per share.
An option over 351,563 shares at 192p per share.

Saveshare:
An option over 7290 shares at 227p per share.

Paul Reynolds

Global Share Option Plan:
An option over 534,760 shares at 187p per share.
An option over 601,504 shares at 199.5p per share.
An option over 312,500 shares at 192p per share.

Saveshare:
An option over 4555 shares at 218p per share.

Andy Green

Global Share Option Plan:
An option over 568,190 shares at 187p per share.
An option over 639,098 shares at 199.5p per share.
An option over 332,032 shares at 192p per share.

Saveshare:
An option over 5712 shares at 165p per share.

23) Any additional information

The above named Directors have technical interests, as at 24 May 2005 under
Section 13 of the Companies Act as follows:

       A technical interest, together with all employees of BT Group plc in
27,199,909 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
145,263 ordinary shares held in the name of Halifax Corporate Trustees Limited
as Trustee for the BT Group Employee Share Investment Plan.

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: 24 May 2005

End



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