UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM
20 - F
 
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended 31 March 2010
 
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For
the transition period from ____________ to
  
 BT Group plc
  Not Applicable
    
    England and Wales(Translation of Registrants name into
    
    (Jurisdiction of incorporation orEnglish)
    
    organization)
 
 BT Centre
81 Newgate Street, London, EC1A 7AJ
England
  Title of each class:
    
    Name of each exchange on which registered:American Depositary Shares
    
    New York Stock ExchangeOrdinary shares of 5p each
    
    New York Stock Exchange*
 *
    
    Not for trading, but only in connection with the registration of American Depositary Shares
representing these shares, pursuant to the requirements of the Securities and Exchange Commission. 
    8,151,227,029 Ordinary Shares, of 5p each
  þ o
  o þ
   þ o
  Not Applicable
    
    Yes o     No o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
  International Financial ReportingStandardsas issued by the InternationalU.S. GAAP o
    
    Accounting Standards Board þ
    
    Other o
  o o
  Yes o     No þ
   o o
 Not Applicable




---



##### 



PART I
 ITEM 1.
    
    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  ITEM 2.
    
    OFFER STATISTICS AND EXPECTED TIMETABLE
  ITEM 3.
    
    KEY INFORMATION
  The information set forth under the headings:
 
    
    Financial summary on page 2;
    
    Selected financial data on page 151; and
    
    Information for shareholders  Exchange rates on page 160
 of the Annual Report & Form 20-F 2010 as sent to shareholders and included as Exhibit 15.2 to
this Form 20-F (Annual Report 2010) is incorporated herein by reference.
      The information set forth under the heading Our risks on page 36 of the Annual Report 2010
is incorporated herein by reference.
 ITEM 4.
    
    INFORMATION ON THE COMPANY
  The information set forth under the headings:
 
    
    Our business and strategy  Who we are on page 11;
    
    Our business and strategy  What we do on page 11;
    
    Our markets and customers  How we are structured on page 16;
    
    Information for shareholders  Background on page 157;
    
    Other information  Acquisitions and disposals on page 40;
    
    Financial review  Liquidity  Capital expenditure on page 51; and
 2




---



##### 




    
    Financial review  Liquidity  Acquisitions and disposals on page 52
 of the Annual Report 2010 is incorporated herein by reference.
  The information set forth under the headings:
 
    
    Our business and strategy on page 11;
    
    Our markets and customers on page 15;
    
    Our resources on page 18;
    
    Our lines of business on page 22;
    
    Our corporate responsibility on page 34;
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Segment information on page 101;
    
    Operational statistics on page 154; and
    
    Information for shareholders  Cautionary statement regarding forward-looking
statements on page 156
   The information set forth under the headings:
 
    
    Our business and strategy  How we are structured on page 16; and
    
    Subsidiary undertakings and associate on page 149
   The information set forth under the headings:
 
    
    Our resources  Property portfolio on page 21;
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Property, plant and equipment on page 114; and
    
    Financial statistics on page 153
  ITEM 4A.
    
    UNRESOLVED STAFF COMMENTS
  ITEM 5.
    
    OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 3




---



##### 



The information set forth under the headings:
 
    
    Our business and strategy on page 11;
    
    Our lines of business on page 22;
    
    Financial review on page 41; and
    
    Information for shareholders  Cautionary statement regarding forward-looking
statements on page 156
 of the Annual Report 2010 is incorporated herein by reference.
  The information set forth under the headings:
 
    
    Financial review on page 41;
    
    Information for shareholders  Cautionary statement regarding forward-looking
statements on page 156;
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Loans and other borrowings on page 119;
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Financial commitments and contingent liabilities on page 125; and
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Financial instruments and risk management on page 137
 of the Annual Report 2010 is incorporated herein by reference.
  The information set forth under the headings:
 
    
    Our resources  Global research capability on page 20; and
    
    Financial statistics on page 153
 of the Annual Report 2010 is incorporated herein by reference.
  The information set forth under the headings:
 
    
    Financial review on page 41;
    
    Quarterly analysis of revenue and profit on page 150;
    
    Selected financial data on page 151; and
    
    Information for shareholders  Cautionary statement regarding forward-looking
statements on page 156
 4




---



##### 



of the Annual Report 2010 is incorporated herein by reference.
     ITEM 6.
    
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    The information set forth under the headings:
 
    
    Report on directors remuneration on page 66;
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Retirement benefit plans on page 127; and
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Share-based payments on page 132
 of the Annual Report 2010 is incorporated herein by reference.
  The information set forth under the headings:
 
    
    Board of Directors and Operating Committee on page 58;
    
    The Board on page 60; and
    
    Report on directors remuneration on page 66
 of the Annual Report 2010 is incorporated herein by reference.
  The information set forth under the headings:
 
    
    Our resources on page 18;
    
    Financial review  Financial results on page 43;
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Employees on page 105; and
    
    Operational statistics on page 154
 5




---



##### 



of the Annual Report 2010 is incorporated herein by reference.
  The information set forth under the headings:
 
    
    Report on directors remuneration on page 66; and
    
    Consolidated financial statements  Notes to the consolidated financial statements
  Share-based payments on page 132
 of the Annual Report 2010 is incorporated herein by reference.
 ITEM 7.
    
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  The information set forth under the headings:
 
    
    Shareholders and Annual General Meeting  Substantial shareholdings on page 82;
and
    
    Information for shareholders  Analysis of shareholdings at 31 March 2010 on page
158
 of the Annual Report 2010 is incorporated herein by reference.
  The information set forth under the headings:
 
    
    Directors information  Interest of management in certain transactions on page 78;
    
    Report on directors remuneration on page 66; and
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Related party transactions on
page 124
 of the Annual Report 2010 is incorporated herein by reference.
   ITEM 8.
    
    FINANCIAL INFORMATION
   In addition, the information set forth under the headings:
 
    
    Other information  Legal proceedings on page 39;
    
    Financial review  Financial results  Dividends on page 47;
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Financial commitments and contingent liabilities on page 125;
 6




---



##### 




    
    Information for shareholders  Dividends on page 158; and
    
    Information for shareholders Articles of Association (Articles)  Dividends on
page 161
 of the Annual Report 2010 is incorporated herein by reference.
   ITEM 9.
    
    THE OFFER AND LISTING
             ITEM 10.
    
    ADDITIONAL INFORMATION
       7




---



##### 



ITEM 11.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 The information set forth under the headings:
 
    
    Consolidated financial statements  Accounting policies  Financial instruments on
page 91; and
    
    Consolidated financial statements  Notes to the consolidated financial statements 
Financial instruments and risk management on page 137of the Annual Report 2010 is incorporated herein by reference.
 ITEM 12.
    
    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
     Category(as defined by SEC)
    

Depositary Actions
    
    Associated Fee(a) Depositing or
substituting the
underlying shares
    
    Each person to whom ADRs are issued
against deposits of Shares, including deposits
and issuances in respect of:
     Share distributions,
stock split, rights, merger
     Exchange of securities
or any other transaction or event or other
distribution affecting the ADSs or the Deposited
Securities
    
    USD 5.00 for each
100 ADSs
(or portion
thereof) evidenced
by the new ADRs
delivered(b) Receiving or
distributing
dividends
    
    Distribution of dividends
    
    USD 0.02 or less
per ADS(c) Selling or
exercising rights
    
    Distribution or sale of
securities, the fee being in an
amount equal to the fee for the
execution and delivery of ADSs
which would have been charged as a
result of the deposit of such
securities
    
    USD 5.00 for each
100 ADSs (or
portion thereof)(d) Withdrawing an
underlying security
    
    Acceptance of ADRs surrendered for
withdrawal of deposited securities
    
    USD 5.00 for each
100 ADSs (or
portion thereof)
evidenced by the
ADRs surrendered(e) Transferring,
splitting or
grouping receipts
    
    Transfers, combining or grouping
of depositary receipts
    
    USD 2.50 per ADS(f) General
depositary
services,
particularly those
charged on an
annual basis
    
         Other
services performed by the
depositary in administering the
ADRs
     Provide
information about the depositarys
right, if any, to collect fees and
charges by offsetting them against
dividends received and deposited
securities
    
    USD 0.02 per ADS
(or portion
thereof) not more
than once each
calendar year and
payable at the sole
discretion of the
depositary by
billing Holders or
by deducting such
charge from one or
more cash dividends
or other cash
distributions(g) Expenses of the
depositary
    
    Expenses incurred on behalf of
Holders in connection with      Compliance
with foreign exchange control
regulations or any law or
regulation relating to foreign
investment
     The
depositarys or its custodians
compliance with applicable law,
rule or regulation
     Stock
transfer or other taxes and other
governmental charges
     Cable,
telex, facsimile
transmission/delivery
     Expenses
of the depositary in connection
with the conversion of foreign
currency into U.S. dollars (which
are paid out of such foreign
currency)
     Any other
charge payable by depositary or
its agents
    
    Expenses payable at
the sole discretion
of the depositary
by billing Holders
or by deducting
charges from one or
more cash dividends
or other cash
distributions.
 8




---



##### 



PART II
 ITEM 13.
    
    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  ITEM 14.
    
    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  ITEM 15.
    
    CONTROLS AND PROCEDURES
 The information set forth under the headings:
 
    
    Business policies  US Sarbanes-Oxley Act of 2002 on page 81;
    
    Business policies  Disclosure controls and procedures on page 81; and
    
    Business policies  Internal control over financial reporting on page 81
 of the Annual Report 2010 is incorporated herein by reference.
 ITEM 16.A
    
    AUDIT COMMITTEE FINANCIAL EXPERT
  ITEM 16.B
    
    CODE OF ETHICS
  ITEM 16.C
    
    PRINCIPAL ACCOUNTANTS FEES AND SERVICES
  
    
    Consolidated financial statements  Notes to the consolidated financial statements
  Audit and non-audit services on page 136; and
    
    Report of the Audit Committee on page 62
 of the Annual Report 2010 is incorporated herein by reference.
 ITEM 16.E
    
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  ITEM 16.F
    
    CHANGE IN REGISTRANTS REPORTING ACCOUNTANT
  ITEM 16.G
    
    CORPORATE GOVERNANCE
  9




---



##### 



PART III
 ITEM 17.
    
    FINANCIAL STATEMENTS
  ITEM 18.
    
    FINANCIAL STATEMENTS
 The financial information concerning the Company set forth under the headings:
 
    
    Report of the independent auditors  Consolidated financial statements -United
States opinion on page 86; and
    
    Consolidated financial statements on page 87
 of the Annual Report 2010 is incorporated herein by reference.
 10




---



##### 



ITEM 19.
    
    EXHIBITS
  1.1
    
    Articles of Association of the Company adopted at the 2009 AGM on July 15, 2009, effective
October 1, 20094.1
    
    Letter of extension of appointment of Clay Brendish, dated August 1, 2008, incorporated by
reference to Exhibit 4.8 to the Companys Annual Report on Form 20-F dated May 27, 20094.2
    
    Service contract appointing Anthony Chanmugam as Group Finance Director, dated December 1,
2008, incorporated by reference to Exhibit 4.9 to the Companys Annual Report on Form 20-F dated
May 27, 20094.3
    
    Letter of extension of appointment of Matti Alahuhta, dated January 19, 2009, incorporated by
reference to Exhibit 4.10 to the Companys Annual Report on Form 20-F dated May 27, 20094.4
    
    Letter of extension of appointment of Phil Hodkinson, dated January 14, 2009, incorporated by
reference to Exhibit 4.11 to the Companys Annual Report on Form 20-F dated May 27, 20094.5
    
    Letter of appointment of Tony Ball as a non-executive director, dated June 16, 20097.1
    
    Table of Financial ratios8.1
    
    Significant subsidiaries as of March 31, 2010, see Subsidiary undertakings and associate on
page 149 of the Companys Annual Report & Form 20-F included as Exhibit 15.212.1
    
    Section 302 certification of Chief Executive12.2
    
    Section 302 certification of Group Finance Director13.1
    
    Section 906 certification15.1
    
    Consent of PricewaterhouseCoopers LLP, independent auditors of BT Group plc15.2
    *
    Annual Report & Form 20-F
2010.
 
 *
    
    Certain of the information included within Exhibit 15.2, which is provided pursuant to Rule
12b-23(a)(3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference
in this Form 20-F, as specified elsewhere in this Form 20-F. With the exception of the items
and pages so specified, the Annual Report & Form 20-F is not deemed to be filed as part of
this Form 20-F. 11




---



##### 



SIGNATURES
  BT Group plc/s/ Tony ChanmugamName:
    Tony ChanmugamTitle:
    Group Finance Director