Director Shareholding

BT Group PLC
06 August 2003

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

BT Group plc

2. Name of Directors

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.

Vesting of awards under the 2000 BT Deferred Bonus Plan to the above named
Directors

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

The named Directors as 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 under the 2000 BT Deferred Bonus Plan to the above named
Directors

7)     Number of shares/amount of stock acquired:

Paul Reynolds - 4,419 shares

Andy Green - 10,924 shares

 8)     Percentage of issued class

n/a

9)     Number of shares/amount of stock disposed

Paul Reynolds - 1,816 shares

Andy Green - 4,488 shares

10)     Percentage of issued class

n/a

11)     Class of security

Ordinary shares of 5p each

12)     Price per share

£1.97

13. Date of transaction

04 August 2003

14)     Date Company informed

05 August 2003

15)     Total holding following this notification

Paul Reynolds:

1. 44,705 ordinary shares - personal holding;


    2. 148,012 ordinary shares under BT Incentive Share Plan - contingent award;

    3. 150,688 shares under BT Group Deferred Bonus Plan;

 4. 11,605 shares under BT Executive Share Plan - contingent award;
 5. Options over 4,555 shares under BT Group Employee Sharesave Scheme;
 6. 219 shares under the BT Employee Share Ownership Scheme;
 7. 1167 shares under BT Group Employee Share Investment Plan;
 8. Options over 1,457,124 shares under BT Group Global Share Option Plan.

    Andy Green:
     1. 92,165 ordinary shares - personal holding;


    2.     179,047 ordinary shares under BT Incentive Share Plan - contingent
    award;

    3. 172,636 shares under BT Group Deferred Bonus Plan;

 4. 38,707 shares under BT Executive Share Plan - contingent award;
 5. Options over 2,905 shares under BT Group Employee Sharesave Scheme;
 6. Options over 1,548,198 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 Directors have technical interests, as at 06 August 2003 under
Section 13 of the Companies Act as follows:

  • A technical interest, together with all employees of BT Group plc in
    15,876,189 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
    30,825,513 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
    28,272 ordinary shares held in the name of Halifax Corporate 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: 06 August 2003

End


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