Director Shareholding

BT Group PLC
01 August 2002



                                  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)

Director in 2) above

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

Vesting of awards of shares under the BT Executive Share Plan granted in 1997
and the BT Deferred Bonus Plan granted in 1999

7)     Number of shares/amount of stock acquired:

10,523 shares transferred from the BT Executive Share Plan

2914 shares transferred from the BT Deferred Bonus Plan

8)     Percentage of issued class

n/a

9)     Number of shares/amount of stock disposed

4,218 shares sold

1,168 shares sold

10)     Percentage of issued class

n/a

11)     Class of security

Ordinary shares of 5p each

12)     Price per share

199.8645p

13. Date of transaction

1 August 2002

14)     Date Company informed

1 August 2002

15)     Total holding following this notification

a. 42,102 ordinary shares - personal holding;

 b. 191,668 ordinary shares under BT Incentive Share Plan - contingent award;
 c. 44,554 shares under BT Group Deferred Bonus Plan;
 d. 36,531 shares under BT Deferred Bonus Plan;
 e. 35,152 shares under BT Executive Share Plan - contingent award;
 f. Options over 4,555 shares under BT Group Employee Sharesave Scheme;
 g. 219 shares under the BT Employee Share Ownership Scheme;
 h. 292 shares under BT Group Share Investment Plan;
 i. Options over 855,620 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 technical interests, as at 01 August 2002 under
Section 13 of the Companies Act as follows:

  • A technical interest, together with all employees of BT Group plc in
    27,856,011 Ordinary Shares held by the Trustee, The Royal Bank of Scotland
    Trust Company (Jersey) Limited;

  • A technical interest, together with all employees of BT Group plc in
    31,870,183 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
    73,069 Ordinary Shares held in the name of BT Employee Shares Trustees
    Limited.



24)     Name of contact and telephone number for queries

Graeme Wheatley 020 7356 6372

25)     Name of signature or authorised company official responsible for making
this notification

Graeme Wheatley

Date of Notification: 01 August 2002

End




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