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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 2011
  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
  o þ
   o o
 Not Applicable




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TABLE OF CONTENTS  PART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3. KEY INFORMATIONITEM 4. INFORMATION ON THE COMPANYITEM 4A. UNRESOLVED STAFF COMMENTSITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSITEM 8. FINANCIAL INFORMATIONITEM 9. THE OFFER AND LISTINGITEM 10. ADDITIONAL INFORMATIONITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESPART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSITEM 15. CONTROLS AND PROCEDURESITEM 16.A AUDIT COMMITTEE FINANCIAL EXPERTITEM 16.B CODE OF ETHICSITEM 16.C PRINCIPAL ACCOUNTANT FEES AND SERVICESITEM 16.E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERSITEM 16.F CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANTITEM 16.G CORPORATE GOVERNANCEPART IIIITEM 17. FINANCIAL STATEMENTSITEM 18. FINANCIAL STATEMENTSITEM 19. EXHIBITSSIGNATURESEX-4.2EX-4.3EX-4.4EX-4.5EX-4.6EX-4.7EX-4.8EX-4.9EX-4.10EX-4.11EX-7.1EX-12.1EX-12.2EX-13.1EX-15.1EX-15.2    Table of Contents   
 PART I
 
 ITEM 1.
    
    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 ITEM 2.
    
    OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3.
    
    KEY INFORMATION
   
    
    Financial summary on page 2;
    
    Selected financial data on page 158; and
    
    Information for shareholders  Exchange rates on page 166




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Impact
     Impact




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Impact
     Impact
     Impact




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Impact
       Impact
   
 ITEM 4.
    
    INFORMATION ON THE COMPANY
   
    
    Our business and strategy  Who we are on page 10;
    
    Our business and strategy  What we do on page 10;
    
    Information for shareholders  Background on page 163;
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
    
    Financial position and resources  Acquisitions and disposals on page 56; and
    
    Liquidity  Net capital expenditure on page 51
    
    
    Our business and strategy on page 10;
    
    Our markets and customers on page 14;
    
    Our resources on page 19;
    
    Our lines of business on page 23;
    
    Our corporate responsibility on page 36;
    
    Consolidated financial statements 
Notes to the consolidated financial
statements  Segment information on
page 105;
    
    Operational statistics on page 161; and
    
    Information for shareholders 
Cautionary statement regarding
forward-looking statements on page 162
    
    
    Our business  Our business model on page 5; and
    
    Subsidiary undertakings and associate on page 155
   The information set forth under the headings:
 
    
    Our resources  Property portfolio on page 22;
    
    Consolidated financial statements  Notes to the consolidated
financial statements  Property, plant and equipment on page 121;
and
    
    Financial statistics on page 160
  
 ITEM 4A.
    
    UNRESOLVED STAFF COMMENTS
  3




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ITEM 5.
    
    OPERATING AND FINANCIAL REVIEW AND PROSPECTS
   
    
    Our business and strategy on page 10;
    
    Our lines of business on page 23;
    
    Financial review on page 44; and
    
    Information for shareholders 
Cautionary statement regarding
forward-looking statements on page
162
    
    
    Financial review on page 44;
    
    Information for shareholders
  Cautionary statement
regarding forward-looking
statements on page 162;
    
    Consolidated financial
statements  Notes to the
consolidated financial
statements  Loans and other
borrowings on page 126;
    
    Consolidated financial
statements  Notes to the
consolidated financial
statements  Financial
instruments and risk
management on page 139; and
    
    Consolidated financial
statements  Notes to the
consolidated financial
statements  Financial
commitments and contingent
liabilities on page 150
    
    
    Our resources  Global research capability on page 21; and
    
    Financial statistics on page 160
    
    
    Financial review on page 44;
    
    Quarterly analysis of revenue and profit on page 157;
    
    Selected financial data on page 158; and
    
    Information for shareholders  Cautionary statement
regarding forward-looking statements on page 162
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ITEM 6.
    
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
     
    
    Report on directors remuneration on page 69;
    
    Consolidated financial statements  Notes to
the consolidated financial statements 
Share-based payments on page 111; and
    
    Consolidated financial statements  Notes to
the consolidated financial statements 
Retirement benefit plans on page 129
    
    
    Board of directors and Operating Committee on page 60;
    
    The Board on page 62; and
    
    Report on directors remuneration on page 69
    
    
    Our resources on page 19;
    
    Financial review  Financial performance  Operating costs on page 48; and
    
    Consolidated financial statements  Notes to the consolidated financial
statements  Employees on page 110
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
    
    Report on directors remuneration on page 69; and
    
    Consolidated financial statements  Notes to the
consolidated financial statements  Share-based
payments on page 111
  
 ITEM 7.
    
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
   
    
    Shareholders and Annual General Meeting  Substantial shareholdings on page 86; and
    
    Information for shareholders  Analysis of shareholdings at 31 March 2011 on page 164
    
    
    Directors information  Interest of management in certain transactions on page 82;
    
    Report on directors remuneration on page 69; and
    
    Consolidated financial statements  Notes to the consolidated financial statements
  Related party transactions on page 110
    
 ITEM 8.
    
    FINANCIAL INFORMATION
    
    
    Financial position and resources  Legal proceedings on page 56;
    
    Financial performance  Dividends on page 50;
    
    Consolidated financial statements  Notes to the consolidated
financial statements  Financial commitments and contingent
liabilities on page 150;
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
    
    Information for shareholders  Dividends on page 164; and
    
    Information for shareholders  Articles of
Association (Articles)  Dividends on page 167
    
 ITEM 9.
    
    THE OFFER AND LISTING
             
 ITEM 10.
    
    ADDITIONAL INFORMATION
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ITEM 11.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
    
    Consolidated financial statements  Accounting policies  Financial instruments on page 95; and
    
    Consolidated financial statements  Notes to the consolidated financial statements  Financial instruments and risk management on
page 139
  
 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.
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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
  
    
    Business policies  US Sarbanes-Oxley Act of 2002 on page 85;
    
    Business policies  Disclosure controls and procedures on page 85; and
    
    Business policies  Internal control over financial reporting on page 85
  
 ITEM 16.A
    
    AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16.B
    
    CODE OF ETHICS
  
 ITEM 16.C
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
    
    
    Report of the Audit & Risk Committee on page 65; and
    
    Consolidated financial statements  Notes to the consolidated financial statements  Audit and
non-audit services on page 114
    
 ITEM 16.E
    
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  
 ITEM 16.F
    
    CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
  
 ITEM 16.G
    
    CORPORATE GOVERNANCE
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PART III
 
 ITEM 17.
    
    FINANCIAL STATEMENTS
  
 ITEM 18.
    
    FINANCIAL STATEMENTS
  
    
    Report of the independent auditors  Consolidated
financial statements  United States opinion on page 90;
    
    Consolidated financial statements on page 91; and
    
    Quarterly analysis of revenue and profit on page 157
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ITEM 19.
    
    EXHIBITS
  1.1
    
    Articles of Association of the Company, incorporated by reference to Exhibit 1.1 to the Companys Annual Report on Form 20-F dated May 26, 20104.1
    

Letter
of appointment of Tony Ball as a non-executive director, dated
June 16, 2009, incorporated by reference to Exhibit 4.5 to the Companys Annual Report on Form 20-F dated May 26, 20104.2
    
    Letter of appointment of Nicholas Rose as a non-executive director, dated December 16, 20104.3
    
    Letter of appointment of Jasmine Whitbread as a non-executive director, dated January 17, 20114.4
    
    Updated letter of appointment for Tony Ball as a non-executive director, dated March 1, 20114.5
    
    Updated letter of appointment for Clay Brendish as a non-executive director, dated February 22, 20114.6
    
    Updated letter of appointment for Eric Daniels as a non-executive director, dated February 23, 20114.7
    
    Updated letter of appointment for Patricia Hewitt as a non-executive director dated February 28, 20114.8
    
    Updated letter of appointment for Phil Hodkinson as a non-executive director, dated March 16, 20114.9
    
    Letter of extension of appointment of Eric Daniels, dated March 25 , 20114.10
    
    Letter of extension of appointment of Patricia Hewitt, dated April 4, 20114.11
    
    Letter of extension of appointment of Carl Symon, dated January 13, 20117.1
    
    Table of Financial ratios8.1
    

Significant
subsidiaries as of March 31, 2011, see Subsidiary undertakings and associate on page 155 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 2011
 
 *
    
    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




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