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 1934ORx

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended 31 March 2009ORo

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934ORo

    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
(Translation of Registrants name into 
English)
    
    England and Wales
(Jurisdiction of incorporation or 
organization)
  BT Centre
81 Newgate Street, London, EC1A 7AJ
England
  Title of each class:
    
    Name of each exchange on whichAmerican Depositary Shares
    
    registered:Ordinary shares of 5p each
    
    New York Stock ExchangeNew York Stock Exchange*
       8,151,227,029 Ordinary Shares, of 5p each
  x o
  o x
   x o
  o o
  Large accelerated filer
x
    
    Accelerated filer o
    
    Non-accelerated filer o
  U.S. GAAP o
    
    International Financial Reporting
Standards
as issued by the International
Accounting Standards Board x
    
    Other o
  o o
  o x
   o o
 Not Applicable




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PART I
 
 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 OFFER STATISTICS AND EXPECTED TIMETABLE
  
 KEY INFORMATION
         
 INFORMATION ON THE COMPANY
   
    
    Business review  Introduction on page 8;
    
    Business review  How we are structured on page 10;
    
    Other matters  Acquisitions and disposals on page 28;
    
    Financial review  Balance sheet  Capital expenditure on page 42;
    
    Financial review  Balance sheet 
Acquisitions on page 42; and
    
    Information for shareholders Shareholder
communication on page 159
    
    
    Business review on page 8;
    
    Financial review  Introduction to the Financial review  Line of business results on page
33;
    
    Operational statistics on page 146; and
    
    Information for shareholders  Cautionary statement regarding
forward-looking statements on page 148
      1




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UNRESOLVED STAFF COMMENTS
  OPERATING AND FINANCIAL REVIEW AND PROSPECTS
   
    
    Financial review on page 32;
    
    Consolidated financial statements  Accounting policies on page 79
(except  the fourth paragraph of (i) Basis of preparation of the financial
statements on page 79); and
    
    Information for shareholders  Cautionary statement regarding
forward-looking statements on page 148
    
    
    Financial review on page 32;
    
    Consolidated financial statements  Notes to the consolidated financial
statements  Loans and other borrowings on page 110;
    
    Consolidated financial statements  Notes to the consolidated financial
statements  Financial commitments and contingent liabilities on page 117;
    
    Consolidated financial statements  Notes to the consolidated financial
statements  Financial instruments and risk management on page 130; and
    
    Information for shareholders  Cautionary statement regarding
forward-looking statements on page 148
          DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
   2




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
    
    Report on directors remuneration on page 57;
    
    Consolidated financial statements  Notes to the consolidated financial
statements  Retirement benefit plans on page 121; and
    
    Consolidated financial statements  Notes to the consolidated financial
statements  Share based payments on page 126
    
    
    Board of Directors and Operating Committee on page 50;
    
    The Board on page 52; and
    
    Report on directors remuneration on page 57
    
    
    Financial review  Group results on page 33;
    
    Consolidated financial statements  Notes to the consolidated financial statements  Employees on
page 126; and
    
    Operational statistics on page 146of the Annual Report 2009 is incorporated herein
by reference.
   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
     
    
    Report on directors remuneration on page 57;
    
    Directors information  Interest of management in certain transactions
on page 70; and
    
    Consolidated financial statements  Notes to the consolidated financial
statements  Related party transactions on page 116
    FINANCIAL INFORMATION
    
    
    Other matters  Legal proceedings on page 28;
    
    Financial review  Other group items  Dividends on page 39;
    
    Consolidated financial statements  Notes to the consolidated financial
statements  Financial
commitments and contingent liabilities on page 117;
 3




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
    
    Information for shareholders  Dividends on page 150; and
    
    Information for shareholders  Memorandum and Articles of Association 
Articles  Dividends on page 154
    THE OFFER AND LISTING
             ADDITIONAL INFORMATION
             4




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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
    
    Financial review  Financial risk management on page 45;
    
    Consolidated financial statements  Accounting policies on page 79 (except the fourth paragraph of (i) Basis of preparation of the financial statements on page 79);
    
    Consolidated financial statements  Accounting policies  Financial
instruments on page 83; and
    
    Consolidated financial statements  Notes to the consolidated financial
statements  Financial instruments and risk management on page 130
  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  PART II
 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  CONTROLS AND PROCEDURES
  AUDIT COMMITTEE FINANCIAL EXPERT
  CODE OF ETHICS
  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
  CORPORATE GOVERNANCE
  5




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PART III
 FINANCIAL STATEMENTS
  FINANCIAL STATEMENTS
  
    
    Report of the independent auditors  Consolidated financial statements  United States opinion on page 78;
    
    Consolidated financial statements on pages 79 to 135 (except the fourth paragraph of (i)
Basis of preparation of the financial statements on page 79); and
    
    Quarterly analysis of revenue and profit on page 142
  6




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EXHIBITS
  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, 20054.1
    
    Letter of amendment to management agreement of Francois Barrault, dated 17 September 2007,
incorporated by reference to Exhibit 4.12 to the Companys Annual Report on Form 20-F dated
May 28, 20084.2
    
    Letter of appointment of Eric Daniels as a non-executive director, dated 11 March 2008,
incorporated by reference to Exhibit 4.13 to the Companys Annual Report on Form 20-F dated
May 28, 20084.3
    
    Letter of appointment of Patricia Hewitt as a non-executive director, dated 12 March 2008,
incorporated by reference to Exhibit 4.14 to the Companys Annual Report on Form 20-F dated
May 28, 20084.4
    
    Letter of appointment as an external committee member post retirement of Baroness Margaret
Jay, dated 27 November 2007, incorporated by reference to Exhibit 4.15 to the Companys Annual
Report on Form 20-F dated May 28, 20084.5
    
    Service contract appointing Ian Livingston as Chief Executive, dated 7 April 2008,
incorporated by reference to Exhibit 4.16 to the Companys Annual Report on Form 20-F dated
May 28, 20084.6
    
    Service contract appointing Gavin Patterson as an executive director, dated 7 April 2008,
incorporated by reference to Exhibit 4.17 to the Companys Annual Report on Form 20-F dated
May 28, 20084.7
    
    Letter of extension of appointment of Carl Symon, dated 27 November 2007, incorporated by
reference to Exhibit 4.18 to the Companys Annual Report on Form 20-F dated May 28, 20084.8
    
    Letter of extension of appointment of Clay Brendish, dated 1 August 20084.9
    
    Service contract appointing Anthony Chanmugam as Group Finance Director, dated 1 December
20084.10
    
    Letter of extension of appointment of Matti Alahuhta, dated 19 January 20094.11
    
    Letter of extension of appointment of Phil Hodkinson, dated 14 January 20098.1
    
    Significant subsidiaries as of March 31, 2009, see Subsidiary undertakings and associate on
page 141 of the Companys Annual Report and Form 20-F
included as Exhibit 15.212.1
    
    Section 302 certification of Chief Executive Officer12.2
    
    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 and Form 20-F 2009.
 
 7




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