|
|
|
|



UNITED STATES
      SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549


|                     
|---------------------
|FORM
          20 - F
|                     

| | (Mark One) |                                                                                        
| | ---------- | ---------------------------------------------------------------------------------------
| |            | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)                                
| |            | OF THE SECURITIES EXCHANGE ACT OF 1934                                                 
| |            | OR                                                                                     
| |            |                                                                                        
| |            | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                                   
| |            | SECURITIES EXCHANGE ACT OF 1934                                                        
| |            | For the
    fiscal year ended 31 March 2008                                            
| |            | OR                                                                                     
| |            |                                                                                        
| |            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                               
| |            | SECURITIES EXCHANGE ACT OF 1934                                                        
| |            | OR                                                                                     
| |            |                                                                                        
| |            | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                            
| |            | SECURITIES EXCHANGE ACT OF 1934                                                        
| |            |                                                                                        
| |            | Date
    of event requiring this shell company report..................................
| |            |                                                                                        
| |            | For
    the transition period from_______________ to _______________                   
| |            |                                                                                        
| |            | Commission
    File Number: 1-08819                                                    
| |            |                                                                                        

|                                                                                               
|-----------------------------------------------------------------------------------------------
|BT Group plc                                                                                   
|(Exact name of Registrant
    as specified in its charter)                                     
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|BT Centre81 Newgate Street, London, EC1A 7AJEngland(address of principal executive
    offices)
|                                                                                               
|Securities registered or
    to be registered pursuant to Section 12(b) of the Act:            
|                                                                                               

|Title of each class:       | Name of each
    exchange on which
|-------------------------- | ----------------------------------
|American Depositary Shares | registered:                       
|Ordinary shares of 5p each | New York Stock Exchange           
|                           | 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.

---

Securities registered or to be registered pursuant to Section 12(g) of the
  Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d)
  of the Act: None

Indicate the number of
    outstanding shares of each of the issuers
    classes of capital or common stock as of the close of the period covered
    by the Annual
  Report:

8,401,227,029 Ordinary Shares, of 5p each

Indicate by check mark if the registrant is a well-known seasoned issuer, as
  defined in Rule 405 of the Securities Act.

| | Yes | No
| | --- | --

If this report is an annual or transition report, indicate by check mark if
  the registrant is not required to file reports pursuant to Section 13 or 15(d)
  of the Securities Exchange Act of 1934.

| | Yes | No
| | --- | --

Note - Checking the box above will not relieve any registrant required to file
  reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  from their obligation under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days.

| | Yes | No
| | --- | --

Indicate by check mark
    whether the registrant is a large accelerated filer, an accelerated filer,
    or a non-accelerated filer. See definition of "accelerated
  filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
  one):

|Large
      acceleratedfiler | Accelerated filer | Non-
    accelerated
    filer
|---------------------------- | ----------------- | ------------------------------
|                             |                   |                               

Indicate by check mark which basis
  of accounting the registrant has used to prepare the financial statements included
  in this filing:

|          | International Financial
      Reporting Standards |      
|--------- | ------------------------------------------------- | -----
|U.S. GAAP | as issued
      by the International              | Other
|          | Accounting Standards
        Board                |      

If "Other" has been checked in response
  to the previous question indicate by check mark which financial statement item
  the registrant has elected to follow:

| | Item 17 | Item 18
| | ------- | -------

If this is an annual report,
  indicate by check mark whether the registrant is a shell company (as defined
  in Rule 12b-2 of the Exchange Act).

| | Yes | No
| | --- | --

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)

Indicate by check mark whether the registrant
    has filed all documents and reports required to be filed by Sections 12,
    13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution
    of securities under a plan confirmed by a court.

| | Yes | No
| | --- | --

Not Applicable

|
|
|
|





All references in this Form
    20-F to us, we or the Company, are to
  BT Group plc.

PART I

|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
    AND ADVISERS
|------- | ---------------------------------------------------------

Not applicable

|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

Not
    applicable

|ITEM 3. | KEY INFORMATION
|------- | ---------------

3.A Selected financial data

The information
  set forth on page 1 (last paragraph), and under the headings Selected
  financial data on page 146 and Additional information  Information
  for shareholders  Exchange rates on page 158 of the Annual Report
  and Form 20-F 2008 as sent to shareholders (Annual Report 2008)
  contained in the Companys Report on Form 6-K dated May 28, 2008 is incorporated
  herein by reference.

3.B Capitalization and indebtedness

Not
    applicable

3.C Reasons for the offer and use of proceeds

Not
applicable

3.D Risk factors

The
      information set forth under the heading Business review  Group risk factors on page 33 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

4.A History and development of the company

The
    information set forth on page 1 and under the headings:

| |  | Business
      review  Transforming BT on page 13;                       
| | - | ----------------------------------------------------------------------------
| |  | Business review  How BT is structured on
    page 13;                    
| |  | Business review  Acquisitions and disposals on
    page 23;              
| |  | Financial review  Balance sheet  Capital expenditure on
    page 53; and
| |  | Financial review  Balance sheet  Acquisitions on
    page 53            

of
      the Annual Report 2008 contained in the Companys Report on Form 6-K
      dated May 28, 2008 is incorporated herein by reference.

4.B Business overview

The
    information set forth under the headings:

| |  | Business review on
    page 11;                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------
| |  | Financial review  Line of business results on
    page 40;                                                                             
| |  | Financial statements  Operational statistics on
    page 152; and                                                                      
| |  | Additional information  Information
       for shareholders  Cautionary
    statement regarding forward-looking statements on page 154

of the Annual Report 2008
    contained in the Companys
    Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

4.C Organizational structure

1

---





The
      information set forth under the headings: Business review  Introduction on page 11 and Subsidiary undertakings and associate on page 144 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

4.D Property, plants and equipment

The
      information set forth under the headings Business review  Our resources  Our property portfolio on page 30 and Financial statements  Financial statistics on page 150 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

As far as the Company is aware, there are no unresolved written comments from the SEC staff regarding its periodic reports under the Exchange Act received more than 180 days before March 31, 2008.

|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND
    PROSPECTS
|------- | ------------------------------------------------

5.A Operating results

The
    information set forth under the headings:

| | • | Financial review on
    page 37;                                                                                                                                                  
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                     
| | • | Consolidated financial statements  Accounting policies on
        page 88 (except the last paragraph of (i) Basis of preparation of the
    financial statements on page 88); and
| |   |                                                                                                                                                                                     
| | • | Additional information  Information for shareholders  Cautionary statement regarding forward-looking statements on
    page 154                                                 

of
      the Annual Report 2008 contained in the Companys Report on Form 6-K
      dated May 28, 2008 is incorporated herein by reference.

5.B Liquidity and capital resources

The information set forth under the headings:

| | • | Financial review on
    page 37;                                                                                                                      
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                         
| | • | Consolidated financial statements  Notes to the consolidated financial statements  Loans and other borrowings on
    page 115;                      
| |   |                                                                                                                                                         
| | • | Consolidated financial statements  Notes to the consolidated financial statements  Financial commitments and contingent liabilities on
    page 121;
| |   |                                                                                                                                                         
| | • | Consolidated financial statements  Notes to the consolidated financial statements  Financial instruments and risk management on
    page 134; and   
| |   |                                                                                                                                                         
| | • | Additional information  Information for shareholders  Cautionary statement regarding forward-looking statements on
    page 154                     

of
      the Annual Report 2008 contained in the Companys Report on Form 6-K
      dated May 28, 2008 is incorporated herein by reference.

5.C Research and development, patents and licenses

The information set forth under the headings:

| | • | Business review  Our strategy  Driving profitable new wave growth  Global networked IT services on
    page 11;
| | - | --------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                     
| | • | Business review  Our resources  Our global research and development capability on
    page 29;                  
| |   |                                                                                                                     
| | • | Business review  Our resources  Our IT systems and networks estate on
    page 30; and                          
| |   |                                                                                                                     
| | • | Financial statements  Financial statistics on
    page 150                                                       

of
      the Annual Report 2008 contained in the Companys Report on Form 6-K
      dated May 28, 2008 is incorporated herein by reference.

5.D Trend information

2

---





The information
  set forth under the headings Financial review on page 37 and Additional
  information  Information for shareholders Cautionary
  statement regarding forward-looking statements on page 154 of the Annual
  Report 2008 contained in the Companys Report on Form 6-K dated May 28,
  2008 is incorporated herein by reference.

5.E Off-balance sheet arrangements

The
        information set forth under the heading Financial review  Financial risk and capital management  Off-balance sheet arrangements on page 53 of the Annual Report 2008 contained in the Companys
        Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

5.F Tabular disclosure of contractual obligations

The
      information set forth under the heading Financial review  Financial
risk and capital management Capital
resources on page 52 of the Annual Report 2008 contained in the Companys
Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND
    EMPLOYEES
|------- | ----------------------------------------------

6.A Directors and senior management

The
      information set forth under the heading Corporate
  governance  Board of Directors and Operating
  Committee on page 58 of
  the Annual Report 2008 contained in the Companys
  Report on Form 6-K dated May
  28, 2008 is incorporated herein by reference.

6.B Compensation

The information set forth under the headings:

| | • | Corporate governance  Report on directors remuneration on
    page 64;                                                          
| | - | ------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                     
| | • | Consolidated financial statements  Notes to the consolidated financial statements  Retirement benefit plans on
    page 125; and
| |   |                                                                                                                                     
| | • | Consolidated financial statements  Notes to the consolidated financial statements  Share based payments on
    page 130         

of
      the Annual Report 2008 contained in the Companys Report on Form 6-K
      dated May 28, 2008 is incorporated herein by reference.

6.C Board practices

The information set forth under the headings:

| | • | Corporate governance  Board of Directors and Operating Committee on
    page 58;
| | - | -----------------------------------------------------------------------------------
| |   |                                                                                    
| | • | Corporate governance  Board composition and role on
    page 60; and            
| |   |                                                                                    
| | • | Corporate governance  Report on directors remuneration on
    page 64          

of
      the Annual Report 2008 contained in the Companys Report on Form 6-K
      dated May 28, 2008 is incorporated herein by reference.

6.D Employees

The information
  set forth under the headings:

| | • | Financial review  Group
      results on page 38;                                                                                                                                                        
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                             
| | • | Consolidated financial statements
       Notes to the consolidated financial statements  Employees
      on page 130;and                                                                                
| |   |                                                                                                                                                                                                             
| | • | Financial Statements
      Operational statistics on page 152 of the Annual Report
      2008 contained in the Companys Report on Form 6-K dated May 28, 2008
      is incorporated herein by reference.

6.E Share ownership

The
      information set forth under the headings Corporate governance  Report on directors remuneration on page 64 and Consolidated financial statements  Notes to the consolidated financial statements  Share based payments on page 130 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------

7.A Major shareholders

3

---





The
      information set forth under the headings Corporate governance  Shareholders and Annual General Meeting Substantial shareholdings on page 81 and Additional information  Information for shareholders  Analysis of shareholdings at 31 March 2008 on page 156 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

7.B Related party transactions

The information set forth under the headings:

| | • | Corporate governance  Directors information  Interest
       of management in certain transactions on page
    78;                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                         
| | • | Corporate governance  Report on directors remuneration on
    page 64; and                                                          
| |   |                                                                                                                                         
| | • | Consolidated financial statements  Notes
       to the consolidated financial statements  Related
    party transactions on page 121

of
      the Annual Report 2008 contained in the Companys Report on Form 6-K
      dated May 28, 2008 is incorporated herein by reference.

7.C Interests of experts and counsel

Not applicable

|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------

8.A Consolidated statements and other financial information

See Item 18 below

In addition, the information
        set forth under the headings:

| | • | Business review  Legal proceedings on
    page 27;                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                
| | • | Financial review  Other group items  Dividends on
    page 47;                                                                                             
| |   |                                                                                                                                                                
| | • | Consolidated financial statements  Notes
       to the consolidated financial statements  Financial commitments
    and contingent liabilities on page 121;
| |   |                                                                                                                                                                
| | • | Additional information  Information for shareholders  Dividends on
    page 156;                                                                           
| |   |                                                                                                                                                                
| | • | Additional information  Information for shareholders  Dividend investment plan on
    page 157; and                                                        
| |   |                                                                                                                                                                
| | • | Additional information
      Information for shareholders
      Memorandum and Articles of Association  Articles  Dividends
      on page 159            

of
      the Annual Report 2008 contained in the Companys Report on Form 6-K
      dated May 28, 2008 is incorporated herein by reference.

8.B Significant changes

The
      information set forth under the heading Financial review  Financial risk and capital management  Capital resources on page 52 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------

9.A Offer and listing details

The information
  set forth under the heading Additional information  Information
  for shareholders Stock exchange listings
   Share and ADS prices on page 155 of the Annual Report
  2008 contained in the Companys Report on Form 6-K dated May 28, 2008 is
  incorporated herein by reference.

9.B Plan of distribution

Not applicable

9.C Markets

The information
  set forth under the heading Additional information  Information for shareholders Stock exchange listings
  on page 155 of the Annual Report 2008 contained in the Companys Report
  on Form 6-K dated May 28, 2008 is incorporated herein by reference.

4

---





9.D Selling shareholders

Not
applicable

9.E Dilution

Not
applicable

9.F Expenses of the issue

Not
    applicable

|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------

10.A Share capital

Not
    applicable

10.B Memorandum and Articles of Association

The
      information set forth under the heading Additional information  Information for shareholders  Memorandum and Articles of Association on page 159 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

10.C Material contracts

The
      information set forth under the heading Additional information  Information for shareholders  Material contracts on page 161 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

10.D Exchange controls

The
      information set forth under the heading Additional information  Information for shareholders  Limitations affecting security holders on page 163 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

10.E Taxation

The
      information set forth under the heading Additional information  Information for shareholders  Taxation (US Holders) on page 161 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

10.F Dividends and paying agents

Not
    applicable

10.G Statement by experts

Not
applicable

10.H Documents on display

The
      information set forth under the heading Additional information  Information for shareholders  Documents on display on page 163 of the Annual Report 2008 contained in the Companys
      Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

10.I Subsidiary information

Not
    applicable

|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK
|-------- | ----------------------------------------------------------------

The
  information set forth under the headings:

| | • | Financial review  Financial risk and capital management on
    page 50;                                                                                                                  
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                             
| | • | Consolidated financial statements
         Accounting policies (except the last paragraph of (i) Basis of
        preparation of the financial statements on page 88)
        on page 88;
| |   |                                                                                                                                                                                             
| | • | 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 134                                            

5

---





of the Annual Report 2008
    contained in the Companys
  Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES
|-------- | ------------------------------------------------------------

Not
applicable

PART II

|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|-------- | -----------------------------------------------

Not
applicable

|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS
      OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------------

Not
applicable

|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

The
  information set forth under the heading Corporate governance  Business
  policies  US Sarbanes-Oxley Act of 2002
  on page 81 of the Annual Report 2008 contained in the Companys Report
  on Form 6-K dated May 28, 2008 is incorporated herein by reference.

|ITEM 16.A | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------

The
      information set forth under the heading Corporate governance  Business
  policies  US Sarbanes-Oxley Act of 2002 on page 81 of the Annual Report 2008 contained in the Companys
  Report on Form 6-K dated May 28, 2008 is incorporated
  herein by reference.

|ITEM 16.B | CODE OF ETHICS
|--------- | --------------

The
  information set forth under the heading Corporate governance  Business
  policies  US Sarbanes-Oxley Act of 2002
  on page 81 of the Annual Report 2008 contained in the Companys Report
  on Form 6-K dated May 28, 2008 is incorporated
  herein by reference.

|ITEM 16.C | PRINCIPAL ACCOUNTANTS FEES AND SERVICES
|--------- | ---------------------------------------

The information
  set forth under the headings Consolidated financial statements  Notes
  to the consolidated financial statements  Audit and non audit services on page 133 and Corporate governance
   Report of the Audit Committee on page
  62 of the Annual Report 2008 contained in the Companys Report on Form
  6-K dated May 28, 2008 is incorporated herein
  by reference.

|ITEM 16.E | PURCHASES OF EQUITY SECURITIES BY THE ISSUER
      AND AFFILIATED PURCHASERS
|--------- | ----------------------------------------------------------------------------

The
      information set forth under the heading Additional information  Information for
  shareholders  Share buy back on
  page 158 of the Annual Report 2008 contained in the Companys Report on
  Form 6-K dated May 28, 2008 is incorporated
  herein by reference.

PART III

|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

Not applicable

|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

The
  financial information concerning the Company set forth under the headings:

| | • | Report of the independent auditors on
    page 86;                                                                                                                            
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                 
| | • | Consolidated financial statements on
        pages 88 to 138 (except the last paragraph of (i) Basis of preparation
        of the
      Financial Statements on page 88); and
| |   |                                                                                                                                                                                 
| | • | Financial statements  Quarterly
      analysis of revenue and profit on page 145                                                                                             

of the Annual Report 2008
    contained in the Companys
  Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

6

---





|ITEM 19. | EXHIBITS
|-------- | --------

The
  following exhibits are filed as part of this annual report:

|1.1  | Memorandum and Articles of Association,
      incorporated by reference to Exhibit 4.1 to the Companys Registration                                                                                                                                           
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Statement on Form S-8 (File No. 333-130371)
      dated December 16, 2005.                                                                                                                                                                                     
|4.1  | Service contract appointing Francois Barrault
      as an executive director, dated 23 April 2007, together with                                                                                                                                               
|     | management agreement (with schedule) between
      Francois Barrault and Alcoria Benelux NV, dated 26 April 2004, and                                                                                                                                          
|     | letter of amendment to the management agreement,
      dated 23 April 2007, incorporated by reference to Exhibit 4.9 to                                                                                                                                        
|     | the Companys Annual Report on Form
      20-F dated May 30, 2007.                                                                                                                                                                                             
|4.2  | Letter of extension of appointment of Maarten
      van den Bergh, dated 6 July 2006, incorporated by reference to Exhibit 4.10
      to the Companys Annual Report on Form 20-F dated May 30, 2007                                                           
|4.3  | Letter of amendment to service contract
      of Sir Christopher Bland, dated 19 February 2007, incorporated by reference
      to Exhibit 4.11 to the Companys Annual Report on Form 20-F dated May
      30, 2007                                           
|4.4  | Letter of amendment to service contract
      of Andy Green, dated 12 November 2006, incorporated by reference to Exhibit
      4.12 to the Companys Annual Report on Form 20-F dated May 30, 2007                                                            
|4.5  | Letter of amendment to service contract
      of Hanif Lalani, dated 18 October 2006, incorporated by reference to Exhibit
      4.13 to the Companys Annual Report on Form 20-F dated May 30, 2007                                                           
|4.6  | Letter of appointment of Deborah Lathen
      as a non-executive director, dated 11 January 2007, incorporated by reference
      to Exhibit 4.14 to the Companys Annual Report on Form 20-F dated May
      30, 2007                                         
|4.7  | Letter of amendment to service contract
      of Ian Livingston, dated 27 November 2006, incorporated by reference to
      Exhibit 4.15 to the Companys Annual Report on Form 20-F dated May
      30, 2007                                                  
|4.8  | Service contract appointing Sir Michael
      Rake as part-time Chairman, dated 19 February 2007, incorporated by reference
      to Exhibit 4.16 to the Companys Annual Report on Form 20-F dated May
      30, 2007                                         
|4.9  | Letter of amendment to service contract
      of Paul Reynolds, dated 6 November 2006, incorporated by reference to Exhibit
      4.17 to the Companys Annual Report on Form 20-F dated May 30, 2007                                                          
|4.10 | Letter of increase of fees of Carl Symon,
      dated 25 July 2006, incorporated by reference to Exhibit 4.18 to the Companys
      Annual Report on Form 20-F dated May 30, 2007                                                                             
|4.11 | Letter of amendment to service contract
      of Ben Verwaayen, dated 26 October 2006, incorporated by reference to Exhibit
      4.19 to the Companys Annual Report on Form 20-F dated May 30, 2007                                                          
|4.12 | Letter
      of amendment to management agreement of Francois Barrault, dated 17 September
      2007                                                                                                                                                          
|4.13 | Letter
      of appointment of Eric Daniels as a non-executive director, dated 11 March
      2008                                                                                                                                                             
|4.14 | Letter
      of appointment of Patricia Hewitt as a non-executive director, dated 12
      March 2008                                                                                                                                                          
|4.15 | Letter
      of appointment as an external committee member post retirement of Baroness
      Margaret Jay, dated 27 November 2007                                                                                                                             
|4.16 | Service
      contract appointing Ian Livingston as Chief Executive, dated 7 April 2008                                                                                                                                                                        
|4.17 | Service
      contract appointing Gavin Patterson as an executive director, dated 7 April
      2008                                                                                                                                                           
|4.18 | Letter
      of extension of appointment of Carl Symon, dated 27 November 2007.                                                                                                                                                                                
|8.1  | Significant subsidiaries as of March 31,
      2008, see Subsidiary undertakings and associate on page 144
      of the Companys Annual Report and Form 20-F as sent to shareholders
      contained in the Companys Report on Form 6-K dated May 28, 2008.
|12.1 | Section 302
      certification of Chief Executive Officer.                                                                                                                                                                                                    
|12.2 | Section 302
      certification of Group Finance Director.                                                                                                                                                                                                     
|13.1 | Section 906
      Certifications.                                                                                                                                                                                                                              
|15.1 | Consent of PricewaterhouseCoopers
      LLP, Independent Registered Public Accounting Firm and auditors of BT Group
      plc                                                                                                                                  

7

---





SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

|                   | BT GROUP
    plc                     | 
|------------------ | ------------------------------------ | 
|                   |                                      | 
|                   | By: /s/ Hanif Lalani                 | 
|                   |                                      | 
|                   |                                      | 
|                   | Name: Hanif Lalani                   | 
|                   | Title:Group
        Finance Director | 
|                   |                                      | 
|                   |                                      | 
|Date: May 28, 2008 |                                      | 

---