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

FORM 20 - F
FORM 20 - F
 (Mark One)
 (Mark One) 
  oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)

OF THE SECURITIES EXCHANGE ACT OF 1934		 
  OR 
    
 xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934		 
  For the fiscal year ended 31 March 20082009 
  OR 
    
  oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934		 
  OR 
    
  oSHELL 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 fromto
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)		 DateEngland and Wales
(Jurisdiction of event requiring this shell company report..................................incorporation or
organization)		 
BT Centre
81 Newgate Street, London, EC1A 7AJ
England
(address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
   
For the transition period from_______________ to _______________
Commission File Number: 1-08819
BT Group plc
(Exact name of Registrant as specified in its charter)
Not ApplicableEngland and Wales
(Translation of Registrant’s name into English)(Jurisdiction of incorporation or organization)
BT Centre
81 Newgate Street, London, EC1A 7AJ
England
(address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class:Name of each exchange on which
American Depositary Sharesregistered:
Ordinary shares of 5p eachNew York Stock Exchange
 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.

Securities registered or to be registered 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

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:

8,401,227,029

8,151,227,029 Ordinary Shares, of 5p each

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No 

Yesx     Noo
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

YesNo

Yeso     Nox
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligation under those Sections.

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 filing requirements for the past 90 days.

Yes No

Yesx     Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yeso     Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated“accelerated filer and large accelerated filer"filer” in Rule 12b-2 of the Exchange ActAct. (Check one):

Large
accelerated
filer 		Accelerated filer
 		Non-
accelerated filer
   
Large accelerated filerxAccelerated fileroNon-accelerated filero

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAPo		 International Financial Reporting
Standards
U.S. GAAP
as issued by the International		Other

Accounting Standards Board x
 
Othero

If "Other"“Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 Item 18

follow.

Item 17o Item 18o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YesNo

Yeso     Nox
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes
No

o     Noo

Not Applicable

 

All references in this Form 20-F to “us”, “we” or “the Company”, are to BT Group plc.

PART I

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
     Not applicable

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE
     Not applicable

ITEM 3.KEY INFORMATION

ITEM 3.KEY INFORMATION
3.A Selected financial data

     The information set forth on page 1 (last paragraph), and under the headingsheading “Selected financial data” on page 146143 and “Additional information — Information“Information for shareholders — Exchange rates” on page 158152 of the Annual Report and Form 20-F 20082009 as sent to shareholders and included as Exhibit 15.2 to this Form 20-F (“Annual Report 2008”2009”) contained in the Company’s Report on Form 6-K dated May 28, 2008 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 “Business review“Other matters — Group risk factors”Principal risks and uncertainties” on page 3329 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

ITEM 4.INFORMATION ON THE COMPANY

ITEM 4.INFORMATION ON THE COMPANY
4.A History and development of the company

     The information set forth on page 1 and under the headings:

 •“Business review — Transforming BT”Introduction” on page 13;8;
 •“Business review — How BT iswe are structured” on page 13;10;
 •“Business reviewOther matters — Acquisitions and disposals” on page 23;28;
 •“Financial review — Balance sheet — Capital expenditure” on page 53; and42;
 •“Financial review — Balance sheet — Acquisitions” on page 5342; and
•“Information for shareholders —Shareholder communication” on page 159

     of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

4.B Business overview

     The information set forth under the headings:

 •“Business review” on page 11;8;
 •“Financial review — Introduction to the Financial review — Line of business results” on page 40;33;
 •“Financial statements — Operational statistics” on page 152;146; and
 •“Additional information — Information for shareholders — Cautionary statement regarding forward-looking statements” on page 154148

of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

4.C Organizational structure


     The information set forth under the headings: “Business review — Introduction” on page 11 and “Subsidiary undertakings and associate” on page 144 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 2008 is incorporated herein by reference.

4.D Property, plants and equipment

     The information set forth under the headings “Business review — Our resourcesIntroduction” on page 8 and “Subsidiary undertakings and associate” on page 141 of the Annual Report 2009 is incorporated herein by reference.

4.D Property, plants and equipment
     The information set forth under the headings “Other matters — Our property portfolio” on page 3029 and “Financial statements — Financial statistics” on page 150145 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

1

ITEM 4A.UNRESOLVED STAFF COMMENTS

ITEM 4A.UNRESOLVED STAFF COMMENTS
     As far as the Company is aware, there are no unresolved written comments from the SEC staff regarding its periodic reports under the Exchange Act received more than 180 days before March 31, 2008.

2009.
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS
5.A Operating results

     The information set forth under the headings:

 •“Financial review” on page 37;32;
 
 •“Consolidated financial statements — Accounting policies” on page 8879 (except the lastfourth paragraph of (i) Basis of preparation of the financial statements on page 88)79); and
 
 •“Additional information — Information for shareholders — Cautionary statement regarding forward-looking statements” on page 154148

     of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

5.B Liquidity and capital resources

     The information set forth under the headings:

 •“Financial review” on page 37;32;
 
 •“Consolidated financial statements — Notes to the consolidated financial statements — Loans and other borrowings” on page 115;110;
 
 •“Consolidated financial statements — Notes to the consolidated financial statements — Financial commitments and contingent liabilities” on page 121;117;
 
 •“Consolidated financial statements — Notes to the consolidated financial statements — Financial instruments and risk management” on page 134;130; and
 
 •“Additional information — Information for shareholders — Cautionary statement regarding forward-looking statements” on page 154148

     of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

5.C Research and development, patents and licenses

     The information set forth under the headings:

•“Business review — Our strategy — Driving profitable new wave growth — Global networked IT services” on page 11;
•“Business review — Our resources — Our global research and development capability” on page 29;
•“Business review — Our resources — Our IT systems and networks estate” on page 30; and
•“Financial statements — Financial statistics” on page 150

headings “Business review — Our resources — Our global research and development capability” on page 22 and “Financial statistics” on page 145 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

5.D Trend information


The information set forth under the headings “Financial review” on page 3732 and “Additional information — Information“Information for shareholders—Cautionary statement regarding forward-looking statements” on page 154148 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

5.E Off-balance sheet arrangements

     The information set forth under the heading “Financial review — Financial risk and capital managementBalance sheet — Off-balance sheet arrangements” on page 5344 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

5.F Tabular disclosure of contractual obligations

The information set forth under the heading “Financial review — Financial risk and capital managementBalance sheet —Capital resources” on page 5243 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A Directors and senior management

     The information set forth under the heading “Corporate governance — Board“Board of Directors and Operating Committee” on page 5850 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

2

6.B Compensation

     The information set forth under the headings:

 •“Corporate governance — Report on directors’ remuneration” on page 64;57;
 
 •“Consolidated financial statements — Notes to the consolidated financial statements — Retirement benefit plans” on page 125;121; and
 
 •“Consolidated financial statements — Notes to the consolidated financial statements — Share based payments” on page 130126

     of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

6.C Board practices

     The information set forth under the headings:

 •“Corporate governance — Board of Directors and Operating Committee” on page 58;50;
 
 •“Corporate governance — Board composition and role”The Board” on page 60;52; and
 
 •“Corporate governance — Report on directors’ remuneration” on page 6457

     of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

6.D Employees

     The information set forth under the headings:

 •“Financial review — Group results” on page 38;33;
 
 •“Consolidated financial statements — Notes to the consolidated financial statements — Employees” on page 130; 126; and
 
 •“Financial Statements —Operational statistics” on page 152146
     of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

6.E Share ownership

     The information set forth under the headings “Corporate governance — Report“Report on directors’ remuneration” on page 6457 and “Consolidated financial statements — Notes to the consolidated financial statements — Share based payments” on page 130126 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A Major shareholders


     The information set forth under the headings “Corporate governance — Shareholders“Shareholders and Annual General Meeting —Substantial— Substantial shareholdings” on page 8174 and “Additional information — Information“Information for shareholders — Analysis of shareholdings at 31 March 2008”2009” on page 156150 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

7.B Related party transactions

     The information set forth under the headings:

 •“Corporate governance — Report on directors’ remuneration” on page 57;
•“Directors’ information — Interest of management in certain transactions” on page 78;70; and
 
 •“Corporate governance — Report on directors’ remuneration” on page 64; and
•“Consolidated financial statements — Notes to the consolidated financial statements — Related party transactions” on page 121116

     of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

7.C Interests of experts and counsel

     Not applicable

ITEM 8.FINANCIAL INFORMATION

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 reviewOther matters — Legal proceedings” on page 27;28;
 
 •“Financial review — Other group items — Dividends” on page 47;39;
 
 •“Consolidated financial statements — Notes to the consolidated financial statements — Financial commitments and contingent liabilities” on page 121;117;

3

 •“Additional information — Information for shareholders — Dividends” on page 156;150; and
 
 •“Additional information — Information for shareholders — Dividend investment plan” on page 157; and
•“Additional information— Information for shareholders— Memorandum and Articles of Association — Articles — Dividends” on page 159154

     of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

8.B Significant changes

     The information set forth under the heading “Financial review — Financial risk and capital managementBalance sheet — Capital resources” on page 5243 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

ITEM 9.THE OFFER AND LISTING

ITEM 9.THE OFFER AND LISTING
9.A Offer and listing details

The information set forth under the heading “Additional information — Information“Information for shareholders— Stock exchange listings— Share and ADS prices” on page 155149 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

9.B Plan of distribution

     Not applicable

9.C Markets

The information set forth under the heading “Additional information — Information“Information for shareholders — Stock exchange listings” on page 155149 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein 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

ITEM 10.ADDITIONAL INFORMATION
10.A Share capital

     Not applicable

10.B Memorandum and Articlesarticles of Association

association

     The information set forth under the heading “Additional information — Information“Information for shareholders — Memorandum and Articles of Association” on page 159153 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

10.C Material contracts

     The information set forth under the heading “Additional information — Information“Information for shareholders — Material contracts” on page 161155 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

10.D Exchange controls

     The information set forth under the heading “Additional information — Information“Information for shareholders — Limitations affecting security holders” on page 163158 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

10.E Taxation

     The information set forth under the heading “Additional information — Information“Information for shareholders — Taxation (US Holders)” on page 161156 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

10.F Dividends and paying agents

     Not applicable

4

10.G Statement by experts

     Not applicable

10.H Documents on display

     The information set forth under the heading “Additional information — Information“Information for shareholders — Documents on display” on page 163158 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

10.I Subsidiary information

     Not applicable

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     The information set forth under the headings:

 •“Financial review — Financial risk and capital management” on page 50;45;
 
 •

“Consolidated financial statements — Accounting policiespolicies” on page 79 (except the lastfourth paragraph of (i) Basis of preparation of the financial statements on page 88)” on page 88;

79);
 
 •“Consolidated financial statements — Accounting policies — Financial instruments” on page 91;83; and
 
 •“Consolidated financial statements — Notes to the consolidated financial statements — Financial instruments and risk management” on page 134130

of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
     Not applicable

PART II

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
     Not applicable

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
     Not applicable

ITEM 15.CONTROLS AND PROCEDURES

ITEM 15.CONTROLS AND PROCEDURES
     The information set forth under the heading “Corporate governance — Business“Business policies — US Sarbanes-Oxley Act of 2002” on page 8173 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

ITEM 16.AAUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16.AAUDIT COMMITTEE FINANCIAL EXPERT
     The information set forth under the heading “Corporate governance — Business“Business policies — US Sarbanes-Oxley Act of 2002” on page 8173 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

ITEM 16.BCODE OF ETHICS

ITEM 16.BCODE OF ETHICS
     The information set forth under the heading “Corporate governance — Business“Business policies — US Sarbanes-Oxley Act of 2002” on page 8173 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

ITEM 16.CPRINCIPAL ACCOUNTANTS FEES AND SERVICES

ITEM 16.CPRINCIPAL ACCOUNTANT FEES AND SERVICES
     The information set forth under the headings “Report of the Audit Committee” on page 54 and “Consolidated financial statements — Notes to the consolidated financial statements — Audit and non auditnon-audit services” on page 133 and “Corporate governance — Report of the Audit Committee” on page 62129 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

ITEM 16.EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16.EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
     The information set forth under the heading “Additional information — Information“Information for shareholders — Share buy back” on page 158153 of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.
ITEM 16.FCHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
     Not applicable
ITEM 16.GCORPORATE GOVERNANCE
     The information set forth under the heading “The Board — New York Stock Exchange” on page 53 of the Annual Report 2009 is incorporated herein by reference.

5

PART III

ITEM 17.FINANCIAL STATEMENTS

ITEM 17.FINANCIAL STATEMENTS
     Not applicable

ITEM 18.FINANCIAL STATEMENTS

ITEM 18.FINANCIAL STATEMENTS
     The financial information concerning the Company set forth under the headings:

 •“Report of the independent auditors”auditors — Consolidated financial statements — United States opinion” on page 86;78;
 
 •“Consolidated financial statements” on pages 8879 to 138135 (except the lastfourth paragraph of (i) Basis of preparation of the Financial Statementsfinancial statements on page 88)79); and
 
 •“Financial statements — Quarterly analysis of revenue and profit” on page 145142

of the Annual Report 2008 contained in the Company’s Report on Form 6-K dated May 28, 20082009 is incorporated herein by reference.

6


ITEM 19.EXHIBITS

ITEM 19.EXHIBITS
The following exhibits are filed as part of this annual report:

1.1Memorandum and Articles of Association, incorporated by reference to Exhibit 4.1 to the Company’s Registration
Statement on Form S-8 (File No. 333-130371) dated December 16, 2005.2005
4.1Service contract appointing Francois Barrault as an executive director, dated 23 April 2007, together with
management agreement (with schedule) between Francois Barrault and Alcoria Benelux NV, dated 26 April 2004, and
letter of amendment to the management agreement, dated 23 April 2007, incorporated by reference to Exhibit 4.9 to
the Company’s Annual Report on Form 20-F dated May 30, 2007.
4.2Letter of extension of appointment of Maarten van den Bergh, dated 6 July 2006, incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F dated May 30, 2007
4.3Letter of amendment to service contractmanagement agreement of Sir Christopher Bland,Francois Barrault, dated 19 February17 September 2007, incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F dated May 30, 2007
4.4Letter of amendment to service contract of Andy Green, dated 12 November 2006, incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 20-F dated May 30, 200728, 2008
4.5
4.2Letter of amendment to service contractappointment of Hanif Lalani,Eric Daniels as a non-executive director, dated 18 October 2006,11 March 2008, incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 20-F dated May 30, 200728, 2008
4.6
4.3Letter of appointment of Deborah LathenPatricia Hewitt as a non-executive director, dated 11 January 2007,12 March 2008, incorporated by reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F dated May 30, 200728, 2008
4.7Letter of amendment to service contract of Ian Livingston, dated 27 November 2006, incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F dated May 30, 2007
4.84.4Service contract appointing Sir Michael Rake as part-time Chairman, dated 19 February 2007, incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F dated May 30, 2007
4.9Letter of amendment to service contract of Paul Reynolds, dated 6 November 2006, incorporated by reference to Exhibit 4.17 to the Company’s Annual Report on Form 20-F dated May 30, 2007
4.10Letter of increase of fees of Carl Symon, dated 25 July 2006, incorporated by reference to Exhibit 4.18 to the Company’s Annual Report on Form 20-F dated May 30, 2007
4.11Letter of amendment to service contract of Ben Verwaayen, dated 26 October 2006, incorporated by reference to Exhibit 4.19 to the Company’s Annual Report on Form 20-F dated May 30, 2007
4.12Letter of amendment to management agreement of Francois Barrault, dated 17 September 2007
4.13Letter of appointment of Eric Daniels as a non-executive director, dated 11 March 2008
4.14Letter of appointment of Patricia Hewitt as a non-executive director, dated 12 March 2008
4.15Letter of appointment as an external committee member post retirement of Baroness Margaret Jay, dated 27 November 2007, incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F dated May 28, 2008
4.16
4.5Service contract appointing Ian Livingston as Chief Executive, dated 7 April 2008, incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F dated May 28, 2008
4.17
4.6Service contract appointing Gavin Patterson as an executive director, dated 7 April 2008, incorporated by reference to Exhibit 4.17 to the Company’s Annual Report on Form 20-F dated May 28, 2008
4.18
4.7Letter of extension of appointment of Carl Symon, dated 27 November 2007.2007, incorporated by reference to Exhibit 4.18 to the Company’s Annual Report on Form 20-F dated May 28, 2008
4.8
Letter of extension of appointment of Clay Brendish, dated 1 August 2008
4.9
Service contract appointing Anthony Chanmugam as Group Finance Director, dated 1 December 2008
4.10
Letter of extension of appointment of Matti Alahuhta, dated 19 January 2009
4.11
Letter of extension of appointment of Phil Hodkinson, dated 14 January 2009
8.1Significant subsidiaries as of March 31, 2008,2009, see “Subsidiary undertakings and associate” on page 144141 of the Company’s Annual Report and Form 20-F included as sent to shareholders contained in the Company’s Report on Form 6-K dated May 28, 2008.Exhibit 15.2
12.1
Section 302 certification of Chief Executive Officer.Officer
12.2
Section 302 certification of Group Finance Director.Director
13.1
Section 906 Certifications.certification
15.1
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm andindependent auditors of BT Group plc
15.2*
Annual Report and Form 20-F 2009.

*    Certain of the information included within Exhibit 15.2, which is provided pursuant to Rule 12b-23(a)(3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Form 20-F, as specified elsewhere in this Form 20-F. With the exception of the items and pages so specified, the Annual report and Form 20-F is not deemed to be filed as part of this Form 20-F.

7

SIGNATURES

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/ Hanif LalaniBT Group plc
 
 
/s/ Tony Chanmugam
 
 Name:  Hanif LalaniTony Chanmugam  
 Title:Group Finance Director 
 
Date: May 28, 2008
Date: May 27, 2009