As filed with the Securities and Exchange Commission on June 2, 2004.

|  |
|--|
|  |
|  |

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

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**Form 20-F**

|        | Registration statement pursuant to Section     12(b) or 12(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 March     31, 2004 |
|   |                                                                                                                                  |
|   | or                                                                                                                                    |
|   |                                                                                                                                  |
|        | Transition report pursuant to Section 13     or 15(d) of the Securities Exchange Act of 1934                                          |

**Commission file number: 1-8819**

**BT GROUP plc**(Exact Name of Registrant as Specified in its Charter)

**ENGLAND AND WALES**(Jurisdiction of Incorporation or Organization)

**BT CENTRE, 81 NEWGATE STREET, LONDON EC1A 7AJ, ENGLAND**(Address of Principal Executive Offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

| **Title of Each Class**    | **Name of Each Exchange On Which Registered** |
|----------------------------|-----------------------------------------------|
|                            |                                               |
| American Depositary Shares | New York Stock Exchange                       |
| Ordinary 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. |
|   |                                                                                                                                                                                                     |

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Securitiesregistered 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**

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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:

**8,634,629,038 Ordinary Shares, of  5p each**

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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 filingrequirements for the past 90 days:

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

Indicate by check mark which financial statement item the registrant has elected to follow:

| Item 17  |   | Item18  |
|---------------|--------|--------------|
|          |   |         |
|          |   |         |

|  |
|--|
|  |
|  |

All references in this Form 20-F to “us”, “we” or “the Company”, are to BT Group plc.  For an Index to the Exhibits to this annual report see page 8. The Company’s  Annual Report and Form 20-F for the financial year ended March 31, 2004 (the “Annual Report 2004”) contained in the Company's Report on Form 6-K dated June 2, 2004, is incorporated herein by reference and filed as Exhibit 14.1 to this annual report.

**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 under the headings “Five year financial summary” on  pages 24 and 25 and “Additional information for shareholders ─ Exchange rates” on  page 146 of the Annual Report 2004 contained in the Company's Report on Form  6-K dated June 2, 2004 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 “Risk factors” on    pages 138 and 139 of the Annual Report 2004 contained in the Company's Report  on Form 6-K dated June 2, 2004 is incorporated herein by reference.

ITEM 4.   **INFORMATION  ON THE COMPANY**

| 4.A | History and Development of the Company |
|-----|----------------------------------------|

The information set forth under the headings:

|  | • | “Business review ─ Introduction”      on pages 7 and 8;                                        |
|--|--------|------------------------------------------------------------------------------------------------------------------|
|  |   |                                                                                                             |
|  | • | “Business review – Background”      on pages 7 and 8;                                           |
|  |   |                                                                                                             |
|  | • | “Business review ─ “2002      Restructuring” on page 8;                                  |
|  |   |                                                                                                             |
|  | • | “Business review – Demerger of      mmO2” on page 8;                                            |
|  |   |                                                                                                             |
|  | • | “Business review – Concert”      on page 8;                                                     |
|  |   |                                                                                                             |
|  | • | “Business review – Acquisitions      and disposals prior to the 2004 financial year” on page 8; |
|  |   |                                                                                                             |
|  | • | “Business review – Acquisitions         and disposals in the 2004 financial year on page 8; and       |

1

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|  |  | • | “Financial review ─ Capital expenditure” on page 43 |
|--|--|--------|-----------------------------------------------------------------------|

of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 4.B | Business Overview |
|-----|-------------------|

The information set forth under the headings:

|   |   | • | “Business review” on pages 6    to 23;                                                                                                |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | • | “Financial review – Geographical    information” on page 44;                                                                     |
|   |   | • | “Our commitment to society” on    pages 47 and 48;                                                                                    |
|   |   | • | “Financial Statistics” on page    136;                                                                                                |
|   |   | • | “Operational statistics” on page    137;                                                                                              |
|   |   | • | “Notes to the financial statements ─ People    employed” on page 113; and                                                       |
|   |   | • | “Additional information for shareholders ─ Cautionary        statement regarding forward-looking statements” on page        141 |

of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 4.C | Organizational Structure |
|-----|--------------------------|

The information set forth under the    headings: “Business review ─ Introduction” on pages 7 and    8 and “Subsidiary    undertakings, joint ventures and associates” on page 134 of the Annual    Report 2004 contained in the Company's Report on Form 6-K dated June 2,    2004 is incorporated herein by reference.

| 4.D | Property, Plant and Equipment |
|-----|-------------------------------|

The information set forth under the heading“Financial review – Profit on sale of property fixed assets” on pages 38 and 39 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

ITEM 5.   **OPERATING AND  FINANCIAL REVIEW AND PROSPECTS**

| 5.A | Operating Results |
|-----|-------------------|

The information set forth under the heading “Financial Review” on pages 26 to 46 and “Additional information for shareholders – Cautionary statement regarding forward-looking statements” on page 141 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2,    2004 is incorporated herein by reference.

| 5.B | Liquidity and Capital Resources |
|-----|---------------------------------|

The    information set forth under the headings:

|   |   | • | “Financial review” on pages 26    to 46;                                                                                    |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|   |   | • | “Additional information for shareholders ─ Cautionary    statement regarding forward-looking statements” on page 141; |
|   |   | • | “Notes to the financial statements ─ Loans    and other borrowings” on page 103;                                      |

2

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|  |  | • | “Notes to the financial statements ─ Financial commitments, contingent liabilities and subsequent events” on page 107; and |
|--|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------|

|  |  |   |                                                                                                                 |
|--|--|--------|----------------------------------------------------------------------------------------------------------------------|
|  |  | • | “Notes to the financial statements ─ Financial instruments and risk management” onpages 117 to 121 |

of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 5.C | Research and Development, Patents and Licenses |
|-----|------------------------------------------------|

The information set forth under the headings “Business review ─ Research and development and IT support” on pages 17 and “Financial statistics” on page 136 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 5.D | Trend Information |
|-----|-------------------|

The information set forth under the headings “Financial review” on pages 26 to 46 and “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 141 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 5.E | Off Balance sheet arrangements |
|-----|--------------------------------|

The information set forth under the    heading “Financial Review ─ Off balance sheet arrangements”    on page 42 of the Annual Report 2004 contained in the Company’s Report    on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 5.F | Tabular disclosure of contractual obligations |
|-----|-----------------------------------------------|

The information set forth under the heading “Financial Review ─ Capital resources” on page 42 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 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 “Board of directors and Operating Committee” on pages 49 and 50 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 6.B | Compensation |
|-----|--------------|

The information set forth under the headings:

|  |  | • | “Report on directors' remuneration” on pages 58 to 71; |
|--|--|--------|--------------------------------------------------------------------|

|  |  |   |                                                                                       |
|--|--|--------|--------------------------------------------------------------------------------------------|
|  |  | • | “Notes to the financial statements ─ Pension costs” on pages 108 to 112; |

|  |  |   |                                                                                     |
|--|--|--------|------------------------------------------------------------------------------------------|
|  |  | • | “Notes to the financial statements ─ Directors emoluments” on page 112 |

of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

3

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| 6.C | Board Practices |
|-----|-----------------|

The information set forth under the headings:

|  | • | “Board of directors and Operating Committee” on pages 49 and 50; |
|--|--------|------------------------------------------------------------------------------|

|  |   |                                                                |
|--|--------|---------------------------------------------------------------------|
|  | • | “Report of the directors ─ Directors” on page 51; |

|  |   |                                                  |
|--|--------|-------------------------------------------------------|
|  | • | “Corporate governance” on pages 52 to 57; |

|  |   |                                                                   |
|--|--------|------------------------------------------------------------------------|
|  | • | “Report on directors' remuneration” on pages 58 to 71; and |

|  |   |                                                                  |
|--|--------|-----------------------------------------------------------------------|
|  | • | “Statement of directors’ responsibility” on page 72 |

of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 6.D | Employees |
|-----|-----------|

The information set forth under the headings:

|  | • | “Business review – Motivate our people and live the BT values” on pages 16 and 17; |
|--|--------|----------------------------------------------------------------------------------------------------------|

|  |   |                                                                                     |
|--|--------|------------------------------------------------------------------------------------------|
|  | • | “Notes to the financial statements ─ People employed” on page 113; and |

|  |   |                                             |
|--|--------|--------------------------------------------------|
|  | • | “Operational statistics” on page 137 |

of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 6.E | Share Ownership |
|-----|-----------------|

The information set forth under the headings “Report on directors' remuneration” on pages 58 to 71 and “Notes to the financial statements ─ Employee share schemes” on pages 113 to 116 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

ITEM 7.   **MAJOR SHAREHOLDERS      AND RELATEDPARTY TRANSACTIONS**

| 7.A | Major Shareholders |
|-----|--------------------|

The information set forth under the headings “Report of the directors ─ Substantial shareholdings” on page 51 and “Additional information for shareholders ─ Analysis of shareholdings” on page 143 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 7.B | Related Party Transactions |
|-----|----------------------------|

The information set forth under the headings “Report of the directors ─ Interest of management in certain transactions” on page 51, “Report on directors’ remuneration” on pages 58 to 71 and “Notes to the financial statements ─ Related party transactions” on page 106 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 7.C | Interests of Experts and Counsel |
|-----|----------------------------------|

Not applicable

4

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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 23 and “Additional information for shareholders ─ Dividends” on pages 143 and 144 of the Annual Report 2004    contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporatedherein by reference.

| 8.B | Significant Changes |
|-----|---------------------|

The information set forth    under the headings “Financial review ─ Capital resources” on page 42 and “Notes to the financial statements ─ Financial commitments, contingent liabilities and subsequent events” on page 107 of the Annual Report 2004    contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporatedherein by reference.

ITEM 9.   **THE OFFER AND LISTING**

| 9.A | Offer and Listing Details |
|-----|---------------------------|

The information set forth    under the heading “Additional information for shareholders ─ Share and ADS prices” on page 142 of the Annual Report 2004    contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporatedherein by reference.

| 9.B | Plan of Distribution |
|-----|----------------------|

Not applicable

| 9.C | Markets |
|-----|---------|

The information set forth    under the heading “Additional information for shareholders ─ Listings” on page 142 of the Annual Report 2004    contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporatedherein by reference.

| 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

5

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| 10.B | Memorandumand Articles of Association |
|------|---------------------------------------|

The information set forth under the    heading “Business review – Background” on pages 7 and 8    and “Additional    information for shareholders ─ Memorandum and Articles of Association” on    pages 146 to 149 of the Annual Report 2004    contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporatedherein by reference.

| 10.C | Material Contracts |
|------|--------------------|

The information set forth under the heading “Additional information for shareholders ─ Material contracts” on page 149 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 10.D | Exchange Controls |
|------|-------------------|

The information set forth under the heading “Additional information for shareholders ─ Exchange controls and other limitations affecting security holders” on page 152 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

| 10.E | Taxation |
|------|----------|

The information set forth under the heading “Additional information for shareholders ─ Taxation (US Holders)” on pages 149 to 152 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 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 for shareholders ─ Documents on display” on page 152 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 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 – Treasury policy” on page 42; |
|--|--|--------|-------------------------------------------------------------------|

|  |  |   |                                                                                                      |
|--|--|--------|-----------------------------------------------------------------------------------------------------------|
|  |  | • | “Financial review – Foreign currency and interest rate exposure” on pages 42 and 43; and |

|  |  |   |                                                                                                                      |
|--|--|--------|---------------------------------------------------------------------------------------------------------------------------|
|  |  | • | “Notes to the financial statements – Financial instruments and risk management” on pages 117 to 121 |

of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

6

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ITEM 12.   **DESCRIPTION  OF SECURITIES OTHER THAN EQUITY SECURITIES**

Not applicable

**PART II**

ITEM 13.   **DEFAULTS,  DIVIDEND ARREARAGES AND DELINQUENCIES**

None.

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 – Sarbanes-Oxley Act of 2002” on page 57 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

ITEM 16.A   **AUDIT  COMMITTEE FINANCIAL EXPERT**

The information set forth under the heading “Corporate governance – Sarbanes-Oxley Act of 2002” on page 57 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

ITEM 16.B   **CODEOF ETHICS**

The information set forth under the heading “Corporate governance – Sarbanes-Oxley Act of 2002” on page 57 of the Annual Report 2004 contained in the Company's Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

ITEM 16.C   **PRINCIPAL  ACCOUNTANTS FEES AND SERVICES**

The information set forth under the heading  and “Corporate governance – Audit committee” on page 54 and “Notes to the financial statements – Auditors” on      page 117 of the Annual Report 2004 contained in the Company's Report on      Form 6-K dated June 2, 2004 is incorporated herein by reference.

**PART III**

ITEM 16.   **FINANCIAL  STATEMENTS**

Not  applicable

ITEM 17.   **FINANCIAL  STATEMENTS**

The  financial information concerning the Company set forth under the following headings  on the following pages of the Annual Report 2004 contained in the Company's  Report on Form 6-K dated June 2, 2004 is incorporated herein by reference.

7

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|                                                   | **Pages in**                            |   |
|--------------------------------------------------------|-----------------------------------------|--------|
| **Heading:**                                           | **Annual Report and Form 20-F    2004** |
|                                                        |                                    |        |   |
| Report of the independent auditors                     | 73                                      |   |
| Accounting policies                                    | 75-77                                   |   |
| Consolidated financial statements                      | 74-123                                  |   |
| United States generally accepted accounting principles | 124-133                                 |   |
| Quarterly analysis of turnover and profit              | 135                                     |   |

The Report of the independent auditors contained in the Company's Report on Form 6-K dated June 2, 2004 are incorporated herein by reference and filed as Exhibit 14.1 to this annual report.

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

| 1.1  | The Memorandum and Articles of Incorporation incorporatedby reference to the Company’s Registration Statement on Form S-8 (File No. 333 – 14214)dated December 18, 2001 in which it was filed as Exhibit 1.1.                                                                                                                                                                                                                                             |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.1  | Director’s        Service Contract between BT Group plc and Sir Christopher Bland, dated    29 August, 2003.                                                                                                                                                                                                                                                                                                                                                   |
| 4.2  | The        Property Sale & Leaseback      arrangements, incorporated into this annual report by reference from the      Company’s Annual Report on Form 20-F (File No. 1-8819) for the year      ended March 31, 2002 dated May 31, 2002; for a description of these contracts    see pages 38 and 39 of the Annual Report 2004, filed as Exhibit 14.1.                                                                                                    |
| 4.3  | Letter        of appointment of Clayton Brendish, dated 4 July 2002, and a further        letter dated 24 September 2002,      incorporated into this annual report by reference from the Company’s      Annual Report on Form 20-F (File No. 1-8819) for the year ended March 31,    2003 dated June 4, 2003.                                                                                                                                                 |
| 4.4  | Stock        transfer form, dated 22 January 2003, in respect of the transfer of 24,836,365        shares in Cegetel      Groupe from Cegetel Holdings I BV to Societe d'Investissement pour la Telephonie,      incorporated into this annual report by reference from the Company’s      Annual Report on Form 20-F (File No. 1-8819) for the year ended March 31,    2003 dated June 4, 2003.                                                               |
| 6. 1 | For        a calculation of earnings (loss) per share, see note 15 to the Company’s        consolidated financial statements, contained on pages 94 and 95 of the        Annual Report 2004, filed    as Exhibit 14.1.                                                                                                                                                                                                                                         |
| 8.1. | For        a list of the Company’s      principal subsidiary undertakings, see “Subsidiary undertakings,      joint ventures and associates” on page 134 of the Annual Report 2004,    filed as Exhibit 14.1.                                                                                                                                                                                                                                      |
| 12.1 | Certification of Ben Verwaayen,      Chief Executive of BT Group plc, pursuant to Sections 13(a) and 15(d) of      the Securities Exchange Act of 1934, as amended, as adopted pursuant to    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                         |
| 12.2 | Certification of Ian Livingston,      Group Finance Director of BT Group plc, pursuant to Sections 13(a) and      15(d) of the Securities Exchange Act of 1934, as amended, as adopted pursuant    to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                 |
| 13.1 | Certifications of Ben Verwaayen,      Chief Executive of BT Group plc and Ian Livingston, Group Finance Director      of BT Group plc, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section    906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                          |
| 14.1 | The        Company's responses to the requirements of Form 20-F have been incorporated        into this annual report      by reference to the Company's Report on Form 6-K dated June 2, 2004      which contains the Company’s Annual Report 2003. Pursuant to Rule      12b-23(a) of the Securities Exchange Act of 1934, the information incorporated      into this annual report by reference to such Form 6-K is attached as an    exhibit hereto. |
| 14.2 | Consent of PricewaterhouseCoopers    LLP, independent auditors of BT Group plc.                                                                                                                                                                                                                                                                                                                                                                                      |

8

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|   | The following exhibits are attached hereto:                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.1    | Director’s          Service Contract between BT Group plc and Sir Christopher Bland, dated    29 August, 2003.                                                                                                                                                                                                                                                                                                                                                             |
| 12.1   | Certification of Ben Verwaayen, Chief Executive        of BT Group plc, pursuant to Sections 13(a) and 15(d) of the Securities        Exchange Act of 1934, as amended, as adopted pursuant to Section 302    of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                 |
| 12.2   | Certification of Ian Livingston, Group Finance        Director of BT Group plc, pursuant to Sections 13(a) and 15(d) of the        Securities Exchange Act of 1934, as amended, as adopted pursuant to Section    302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                         |
| 13.1   | Certifications of Ben Verwaayen, Chief Executive        of BT Group plc and Ian Livingston, Group Finance Director of BT Group        plc, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of    the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                   |
| 14.1   | The Company's          responses to the requirements of Form 20-F have been incorporated into          this annual report by reference        to the Company's Report on Form 6-K dated June 2, 2004 which contains        the Company’s Annual Report 2004. Pursuant to Rule 12b-23(a) of        the Securities Exchange Act of 1934, the information incorporated into        this annual report by reference to such Form 6-K is attached as an exhibit    hereto. |
| 14.2   | Consent of PricewaterhouseCoopers LLP, independent    auditors of BT Group plc.                                                                                                                                                                                                                                                                                                                                                                                                  |

 

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**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/ Ian Livingston  |   |
|                    |                               |   |
|                    | Name: Ian Livingston          |   |
|                    | Title: Group Finance Director |   |
|                    |                          |   |
| Date: June 2, 2004 |                          |   |

 

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**SECURITIES AND EXCHANGE COMMISSION****Washington D.C. 20549**

**BT GROUP plc**

ExhibitstoForm 20-F for year ended March 31, 2004

As filed with the Securities and Exchange Commission on June 2, 2004

|        |
|--------|
|   |   |
| 1.1    | The Memorandum and Articles of Incorporation incorporatedby reference to the Company’s Registration Statement on Form S-8 (File No. 333 – 14214)dated December 18, 2001 in which it was filed as Exhibit 1.1. |
| 4.1    | Director’s        Service Contract between BT Group plc and Sir Christopher Bland, dated      29 August, 2003. |
| 4.2    | The        Property Sale & Leaseback      arrangements, incorporated into this annual report by reference from the      Company’s Annual Report on Form 20-F (File No. 1-8819) for the year      ended March 31, 2002 dated May 31, 2002; for a description of these contracts      see pages 38 and 39 of the Annual Report 2004, filed as Exhibit 14.1. |
| 4.3    | Letter        of appointment of Clayton Brendish, dated 4 July 2002, and a further        letter dated 24 September 2002,      incorporated into this annual report by reference from the Company’s      Annual Report on Form 20-F (File No. 1-8819) for the year ended March 31,      2003 dated June 4, 2003. |
| 4.4    | Stock        transfer form, dated 22 January 2003, in respect of the transfer of 24,836,365        shares in Cegetel      Groupe from Cegetel Holdings I BV to Societe d'Investissement pour la Telephonie,      incorporated into this annual report by reference from the Company’s      Annual Report on Form 20-F (File No. 1-8819) for the year ended March 31,      2003 dated June 4, 2003. |
| 6. 1   | For        a calculation of earnings (loss) per share, see note 15 to the Company’s        consolidated financial statements, contained on pages 94 and 95 of the        Annual Report 2004, filed      as Exhibit 14.1. |
| 8.1    | For        a list of the Company’s      principal subsidiary undertakings, see “Subsidiary undertakings,      joint ventures and associates” on page 134 of the Annual Report 2004,      filed as Exhibit 14.1. |
| 12.1   | Certification of Ben Verwaayen,      Chief Executive of BT Group plc, pursuant to Sections 13(a) and 15(d) of      the Securities Exchange Act of 1934, as amended, as adopted pursuant to      Section 302 of the Sarbanes-Oxley Act of 2002. |
| 12.2   | Certification of Ian Livingston,      Group Finance Director of BT Group plc, pursuant to Sections 13(a) and      15(d) of the Securities Exchange Act of 1934, as amended, as adopted pursuant      to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 13.1   | Certifications of Ben Verwaayen,      Chief Executive of BT Group plc and Ian Livingston, Group Finance Director      of BT Group plc, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section      906 of the Sarbanes-Oxley Act of 2002. |
| 14.1   | The        Company's responses to the requirements of Form 20-F have been incorporated        into this annual report      by reference to the Company's Report on Form 6-K dated June 2, 2004      which contains the Company’s Annual Report 2003. Pursuant to Rule      12b-23(a) of the Securities Exchange Act of 1934, the information incorporated      into this annual report by reference to such Form 6-K is attached as an      exhibit hereto. |
| 14.2   | Consent of PricewaterhouseCoopers      LLP, independent auditors of BT Group plc. |

 

12

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