##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F/A
 (Amendment No. 1)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended 31 March 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    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)
 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 which registered:American Depositary Shares
    
    New York Stock ExchangeOrdinary shares of 5p each
    
    New York Stock Exchange*
  
  8,640,654,852 Ordinary Shares, of 5p each
  Yes þ
    
    No o
  Yes o
    
    No þ
   Yes þ
    
    No o
  þ o o
  U.S. GAAP o
    
    International Financial Reporting Standards as issued by the International
    
    Other oAccounting Standards Board þ  Item 17 o
    
    Item 18 o
  Yes o
    
    No þ
   Yes o
    
    No o
 Not Applicable




---



##### Table of Contents



EXPLANATORY NOTE
  (i)
    
    furnishing an amended Report of the Independent Registered Public Accounting
Firm, as appearing on page 76 of the Annual Report 2007 as furnished by
the Company to the Commission on Form 6-K dated May 30, 2007 (the Annual Report 2007)
under the heading Report of the Independent Auditors  United States Opinion and
incorporated by reference into the 2007 20-F, the only amendment being the inclusion of
an opinion in the Report of the Independent Registered Public Accounting Firm that the
financial statements are also in conformity with International Financial Reporting
Standards (IFRSs) as issued by the International Accounting Standards
Board, and(ii)
    
    amending the first paragraph of (I) Basis of preparation of the financial
statements, as appearing under the heading Consolidated Financial Statements
Accounting Policies on page 78 of the Annual Report 2007 and incorporated by reference
into the 2007 20-F, to include an unreserved and explicit statement that the financial
statements are also in compliance with IFRSs as issued by the International Accounting
Standards Board.
   1




---



TABLE OF CONTENTS  ITEM 18. FINANCIAL STATEMENTSITEM 19. EXHIBITSSIGNATURESEX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-13.1: CERTIFICATIONSEX-15.1: REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMEX-15.2: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Table of Contents  
 ITEM 18. FINANCIAL STATEMENTS
 
    
    The Report of the Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP
to the Board of Directors and Shareholders of BT Group plc filed herewith is incorporated by
reference into the 2007 20-F in lieu of the Report of the Independent Auditors appearing on
page 76 of the Annual Report 2007 under the heading Report of the Independent Auditors -
United States Opinion.
    
    The first paragraph of (I) Basis of preparation of
the financial statements, as appearing
under the heading Consolidated Financial Statements Accounting Policies on page 78 of the
Annual Report 2007 is hereby amended as follows and incorporated by reference into the 2007
20-F:
  
 ITEM 19. EXHIBITS
  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
    
    Report of the Independent Registered Public Accounting Firm.15.2
    
    Consent of Independent Registered Public Accounting Firm.
 2




---



##### Table of Contents



SIGNATURES
  BT Group plcBy:
    
    /s/ Hanif LalaniName:
    
    Hanif LalaniTitle:
    
    Group Finance Director
  3