Technical interest adjustment

BT Group PLC
3 December 2001


Adjustment to technical share interest of Directors

BT Group plc

BT Group plc advises that, on 30 November 2001, Ilford Trustees (Jersey)
Limited (the Trustee), as Trustee of discretionary employee trusts established
by British Telecommunications plc (BT)) (the Trusts) acquired 1,114,303
ordinary shares in BT Group plc (BT Group Shares) at an average price of
262.9256 pence per share.

These BT Group Shares were purchased by the Trustee with the proceeds of sale
of ordinary shares in mmO2 plc in connection with arrangements to acquire
sufficient BT Group Shares to satisfy entitlements of participants in BT's
executive award plans as and when they vest. These awards require adjustment
by reason of the reconstruction of BT to form separately listed companies, BT
Group plc and mmO2 plc (which was completed on 19 November 2001), so that the
awards relate solely to the shares of each participant's new parent company.

BT Group plc also advises that, on 30 November 2001, the Trustee transferred
for distribution, for no consideration, 5,218,659 BT Group Shares and
5,218,659 ordinary shares in mmO2 plc to the beneficiaries of the Trust in
connection with top-up arrangements relating to exercises of options under the
BT Employee Sharesave Scheme 1994 during August 2001. The Executive Directors
of BT Group plc (Sir Christopher Bland, Sir Peter Bonfield, Philip Hampton,
Andy Green, Pierre Danon and Paul Reynolds), along with all BT Group
employees, have a technical interest in the BT Group plc shares, under section
13 of the Companies Act 1985, and as a consequence of the transfer, their
technical interest has reduced by the same amount.

Sir Peter Bonfield and Paul Reynolds, Executive Directors of BT Group plc,
were entitled to this distribution and, in consequence, the number of BT Group
Shares in which they are interested has increased by 540 and 172 respectively
BT Group Shares to a total of 22,423 and 34,270 respectively of BT Group
Shares (representing 0.02% and 0.04% respectively of the Company's issued
ordinary share capital).

Following these transactions, the Trustee holds 22,461,032 BT Group Shares, as
well as 13,602,791 ordinary shares in mmO2 plc. The Executive Directors of BT
Group plc (Sir Christopher Bland, Sir Peter Bonfield, Philip Hampton, Andy
Green, Pierre Danon and Paul Reynolds) are for Companies Act purposes treated
as interested in all of these BT Group Shares but it is not anticipated that
they will receive from the Trustee a greater number of BT Group Shares than
that to which their adjusted share award relates. The adjusted awards will be
determined when the averaging period expires on 14 December 2001, and will be
announced at that time.

Ends