**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 otherwise indicated, referredto herein as *Bell*, and comprises our Bell Wireline and Bell Wireless segments. *Bell Aliant* means, until December 31, 2010, Bell Aliant Regional Communications Income Fund and its subsidiaries, and from January 1, 2011, its successor, 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 131 for a list of defined terms.     Please refer to BCE Inc.’s audited consolidated financial statements for the year ended December 31, 2010 when reading this MD&A. In preparing this MD&A, we have taken into accountinformation available to us up to March 10, 2011, 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, 2010, BCE Inc.’s annual information form for the year ended December 31, 2010 dated March 10, 2011 (BCE 2010 AIF) and recent financial reports on BCE Inc.’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 years ended December 31, 2010, 2009and 2008.

ABOUT FORWARD-LOOKING STATEMENTS

BCE’s 2010 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-lookingstatements. These forward-looking statements include, but are not limited to, BCE Inc.’s 2011 expected common share dividend and dividend policy, Bell Canada’s financial policy targets, the business outlook for BCE’s segments,BCE’s business objectives and strategies, the sources of liquidity we expect to use to meet our 2011 cash requirements, Bell Canada’s 2011 expected pension plan funding, our fibre-optic deployment plans, and the proposed acquisition by BCE Inc. of the remaining 85% interest in CTVglobemedia Inc. (CTV) that it does not already own and certain strategic benefits and operational, competitive and cost efficiencies expected to result from the transaction. Forward-looking statements alsoinclude 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 2010 annual report,including in this MD&A, describe our expectations at March 10, 2011 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 which give rise to the possibility that actual results or eventscould 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 anyforward-looking statement will materialize and you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are provided in BCE’s 2010 annual report, including in this MD&A, for the purposeof giving information 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 such information may not be appropriate for other purposes.     Forward-looking statements made in BCE’s 2010 annual report, including in this MD&A, are based on a number of assumptions that we believed were reasonable on March 10, 2011. Refer inparticular to the section of 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*Financialand Capital Management – Credit Ratings and Liquidity*. If our assumptions turn out to be inaccurate, our actual results could be materially different from what we expect.

**22****   |  BCE INC.  **2010 ANNUAL REPORT

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