**Exhibit 99.2**

Management’s Discussion and Analysis

*In this management’s discussion and analysis of financial condition and results of operations (MD&A),*we*,*us*,*our*and*BCE*mean BCE Inc., its subsidiaries and joint ventures. Bell Canada is, unless otherwiseindicated, referred to herein  as*Bell*, and comprises our Bell Wireline and Bell Wireless  segments.*Bell Aliant*means Bell Aliant Regional Communications Income Fund and its subsidiaries.*     *All amounts in this MD&A are in millions of Canadian dollars, except where noted. Please refer to our glossary on page 123 for a list of defined terms.*     *Please refer to BCE Inc.’s audited consolidated financial statements for the year ended December 31, 2009 when reading this MD&A. In preparing this MD&A, we have taken into account information availableto us up to March 11, 2010, the date of this MD&A, unless otherwise stated.*     *You will find BCE Inc.’s audited consolidated financial statements for the year ended December 31, 2009 and BCE Inc.’s annual information form for the year ended December 31, 2009 dated March 11, 2010 (BCE 2009 AIF) and recent financial reports, on BCE Inc.’s website at www.bce.ca, on SEDAR at www.sedar.com and on EDGAR atwww.sec.gov.*     This MD&A comments on our operations, performance and financial condition for the years ended December 31, 2009, 2008 and 2007.

**ABOUT FORWARD-LOOKING STATEMENTS**

BCE’s 2009 annual report including this MD&A and, in particular, but without limitation, the sections of this MD&A entitled *Strategic**Imperatives*, *Business Outlook and Assumptions* and *Financial**and**Capital Management – Liquidity* contain forward-looking statements. These forward-looking statements include, but are not limited to, BCE Inc.’s dividend policy, the business outlook for BCE’s segments, BCE’s businessobjectives and strategies, the sources of liquidity we expect to use to meet our 2010 cash requirements, our fibre-optic deployment plans, and our plan to introduce Internet Protocol Television (IPTV) in the course of 2010. Forward-lookingstatements also include any other statements that do not refer to historical facts. A statement we make is forward-looking when it uses what we know and expect today to make a statement about the future. Forward-looking statements may include wordssuch as *aim*, *anticipate*, *assumption*, *believe*, *could*, *expect*, *goal*, *guidance*, *intend*, *may*, *objective*, *outlook*, *plan*, *project*, *seek*,*should*, *strategy*, *strive*, *target* and *will*. All such forward-looking statements are made pursuant to the ‘safe harbour’ provisions of applicable Canadian securities laws and of the *United States PrivateSecurities Litigation Reform Act of 1995*.     Unless otherwise indicated by us, forward-looking statements in BCE’s 2009 annual report, including in this MD&A, describe our expectations at March 11, 2010 and, accordingly, are subject to change after suchdate. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.     Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results or events could differmaterially from our expectations expressed in or implied by such forward-looking statements and that our business outlook, objectives, plans and strategic priorities may not be achieved. As a result, we cannot guarantee that any forward-lookingstatement will materialize and you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are provided in BCE’s 2009 annual report, including in this MD&A, for the purpose of givinginformation about management’s current strategic priorities, expectations and plans and allowing investors and others to get a better understanding of our business outlook and operating environment. Readers are cautioned, however, that suchinformation may not be appropriate for other purposes.     Forward-looking statements made in BCE’s 2009 annual report, including in this MD&A, are based on a number of assumptions that we believed were reasonable on March 11, 2010. Refer, in particular, to the sectionof this MD&A entitled *Business Outlook and Assumptions* for a description of certain key economic, market and operational assumptions we have used in making forward-looking statements contained in this annual report and, in particular, but without limitation,contained in this MD&A in the sections entitled *Strategic Imperatives*, *Business Outlook and Assumptions* and *Financial and Capital Management – Liquidity*. If our assumptions turn out to be inaccurate, our actual resultscould be materially different from what we expect.      Important risk factors that could cause actual results or events to differ materially from those expressed in or implied by the above-mentioned forward-looking statements and other forward-looking statements included inBCE’s 2009 annual report include, but are not limited to: the intensity of competitive activity, including the increase in wireless competitive activity that is expected to result from Industry Canada’s licensing of advanced wirelessservices (AWS) spectrum to new wireless entrants, and the resulting impact on our ability to retain existing, and attract new, customers, and on our pricing strategies and financial results; general economic and financial market conditions, thelevel of consumer confidence and spending, and the demand for, and prices of, our products and services; our ability to implement our strategies and plans in order to produce the expected benefits; our ability to continue to implement our costreduction initiatives and contain capital intensity while seeking to improve customer service; our ability to respond to technological changes and rapidly offer new products and services; increased

**18   BCE INC.2009 ANNUAL REPORT**

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