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*, *BCE *and *the company*mean either BCE Inc. or, collectively, BCE Inc., its subsidiaries, joint ventures and associates. *Bell *means our Bell Wireline, Bell Wireless and Bell Media segments on an aggregate basis. *Bell Aliant*means either Bell Aliant Inc. or, collectively, Bell Aliant Inc. and its subsidiaries.

     All amounts in this MD&A are in millions of Canadian dollars, except where noted. Please refer to the glossary on page 121 for a list of defined terms.

     Please refer to BCE’s audited consolidated financial statements for the year ended December 31, 2011 when reading this MD&A. In preparing this MD&A, we have taken into account information available to us up to March 8, 2012, the date of this MD&A, unless otherwise stated.

     You will find BCE’s audited consolidated financial statements for the year ended December 31, 2011, BCE’s annual information form for the year ended December 31, 2011 dated March 8, 2012 (BCE 2011 AIF) and recent financial reports on BCE’s website at www.bce.ca, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

     This MD&A comments on our operations, performance and financial condition for the two years ended December 31, 2011 and 2010. |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**CAUTION REGARDING FORWARD-LOOKING STATEMENTS**

BCE’s 2011 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 – Credit Ratings*and *Liquidity*contain forward-looking statements. These forward-looking statements include, but are not limited to, BCE’s common share dividend policy, Bell’s financial policy targets, the business outlook of BCE’s segments, BCE’s business objectives, plans and strategic priorities, the sources of liquidity we expect to use to meet our 2012 cash requirements, Bell’s 2012 expected pension plan funding, our fibre-optic and wireless networks deployment plans, the expected timing and completion of our proposed acquisition of an interest in Maple Leaf Sports & Entertainment Ltd. (MLSE), and the remaining number of shares that may be purchased under BCE’s normal course issuer bid (NCIB). Forward-looking statements 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 words such 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*Private Securities Litigation Reform Act of 1995*. Unless otherwise indicated by us, forward-looking statements in BCE’s 2011 annual report, including in this MD&A, describe our expectations at March 8, 2012 and, accordingly, are subject to change after such date. 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, both general and specific, which give rise to the possibility that actual results or events could differ materially 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-looking statement will materialize and you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are presented in BCE’s 2011 annual report, including in this MD&A, for the purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook, as well as our anticipated operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes.     Forward-looking statements made in BCE’s 2011 annual report, including in this MD&A, are based on a number of assumptions that we believed were reasonable on March 8, 2012. 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, the forward-looking statements contained in this MD&A in the sections entitled *Strategic Imperatives*, *Business Outlook and Assumptions*and *Financial and Capital Management – Credit Ratings*and *Liquidity*, include, without limitation, the assumptions described in the section of this MD&A entitled *Business Outlook and Assumptions*, which section is incorporated by reference in this cautionary statement. If our assumptions turn out to be inaccurate, our actual results could be materially different from what we expect.

 

**22    BCE INC. | 2011| ANNUAL REPORT**

----