SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549


                           FORM 6-K

                Report of Foreign Private Issuer


              Pursuant to Rule 13a-16 or 15d-16 of
               the Securities Exchange Act of 1934



                       29 July, 2004


                        BT Group plc
         (Translation of registrant's name into English)


           BT Centre
           81 Newgate Street
           London
           EC1A 7AJ
           England

           (Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

               Form 20-F..X... Form 40-F.....

Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.

                    Yes ..... No ..X..


If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- ________



Enclosure:  1st Quarter Results announcement made on 29 July 2004


FIRST QUARTER RESULTS TO JUNE 30, 2004                     July 29, 2004

HIGHLIGHTS


Group turnover up 0.8 per cent,  excluding the impact of mobile termination rate
reductions,  at  GBP4,567  million.  Down 0.4 per cent  including  the impact of
mobile termination rate reductions

New wave turnover of GBP936 million, up 32 per cent
Profit before taxation, goodwill amortisation and exceptional items of
GBP434 million, down 13 per cent. Up 5 per cent before leaver costs

Earnings per share before goodwill amortisation and exceptional items, down
10 per cent at 3.7 pence. Up 10 per cent at 4.6 pence before leaver costs

Net debt of GBP8,317 million, 7 per cent lower than previous year
Broadband end users of 2.7 million at June 30, 2004

The full profit and loss account, cash flow statement and balance sheet, drawn
up in accordance with UK generally accepted accounting principles, from which
this information is extracted are set out on pages 12 to 16.

Chief Executive's statement

Ben Verwaayen, Chief Executive, said:

"The transformation of our business continues at pace. This is the second
consecutive quarter of underlying growth in turnover. New wave turnover,
including ICT, broadband, mobility and managed services grew by 32 per cent to
GBP936 million. New wave businesses generated over 20 per cent of group turnover
in the quarter. This strong growth in new wave has offset the decline in
turnover from the traditional business and these results reflect a continuation
of recent trends.

"Earnings per share before goodwill amortisation, exceptional items and leaver
costs grew by 10 per cent to 4.6 pence.

"Our 21st Century Network (21CN) programme team have announced a number of
customer trials with large scale roll out expected in 2006.

"Whilst the environment remains challenging we are confident in our strategy to
deliver long-term growth for shareholders."


RESULTS FOR THE FIRST QUARTER ENDED JUNE 30, 2004




                                           First Quarter                  Year
                                                                         ended
                                  2004        2003   Better (worse)   March 31
                                          (restated)              %       2004
                                                                     (restated)
                                  GBPm        GBPm                        GBPm
                                                               

Group turnover                   4,567       4,586               -      18,519

EBITDA
- before exceptional items and
leaver costs                     1,444       1,470              (2)      6,015
- before exceptional items       1,342       1,459              (8)      5,813

Profit before taxation
- before goodwill amortisation,
exceptional items and leaver       536         512               5       2,215
costs
- before goodwill amortisation
and exceptional items              434         501             (13)      2,013

- after goodwill amortisation
and exceptional items              416         497             (16)      1,945

Earnings per share
- before goodwill amortisation,
exceptional items and leaver       4.6p        4.2p             10        18.5p
costs
- before goodwill amortisation
and exceptional items              3.7p        4.1p            (10)       16.9p

- after goodwill amortisation
and exceptional items              3.6p        4.1p            (12)       16.4p

Capital expenditure                694         552             (26)      2,673

Free cash flow                     157         618             (75)      2,071

Net debt                         8,317       8,988               7       8,425


The commentary focuses on the results before goodwill amortisation, exceptional
items and leaver costs. This is consistent with the way that financial
performance is measured by management and we believe allows a meaningful
comparison to be made of the trading results of the group.

The results have been restated to reflect the  requirements  of UITF Abstract 38
'Accounting  for ESOP  trusts' and the related  amendments  to UITF  Abstract 17
(revised  2003)  'Employee  Share Schemes' which the group has adopted (see note
1). This  restatement  results in an additional  operating profit charge of GBP3
million for the year ended  March 31,  2004 and of GBP1  million for the quarter
ended June 30, 2003.

The full profit and loss account, cash flow statement and balance sheet are
provided on pages 12 to 16. A reconciliation of EBITDA to group operating profit
is provided on page 23.

GROUP RESULTS

The results for the first  quarter  continue to show the  transformation  of our
business and reflect a continuation  of recent  trends.  Turnover was marginally
lower at GBP4,567  million.  Excluding  the impact of  regulatory  reductions to
mobile termination rates the underlying  turnover increased by 0.8 per cent. The
operating results in the quarter were impacted by leaver costs of GBP102 million
(GBP11  million last year).  Excluding  leaver costs,  earnings per share before
goodwill  amortisation  and  exceptional  items  increased by 10 per cent to 4.6
pence compared to the first quarter last year.

The strong growth in new wave turnover was 32 per cent,  reaching GBP936 million
in the quarter,  higher than the 30 per cent growth  through last year. New wave
turnover  accounted for over 20 per cent of the group's turnover  compared to 15
per cent in the  first  quarter  of last  year.  New  wave  turnover  is  mainly
generated  from  Information  and  Communications  Technology  (ICT)  solutions,
broadband,  mobility and managed  services.  ICT turnover grew by 15 per cent to
GBP634  million partly  reflecting  the strong order intake last year.  Mobility
turnover at GBP43 million  achieved growth of 169 per cent.  Broadband  turnover
doubled to GBP186 million.

Turnover from the group's traditional businesses declined by 6 per cent
(5 per cent lower excluding the impact of reductions in mobile termination
rates), a percentage point improvement compared to the fourth quarter of last
year. This decline reflects regulatory intervention, competition, price
reductions and also technological changes that we are using to drive customers
from traditional services to better value and more flexible new wave services,
such as broadband and Internet Protocol Virtual Private Networks (IPVPN's).

Total  consumer  turnover in the first  quarter was 5 per cent lower (4 per cent
lower excluding the impact of reductions to mobile  termination  rates) compared
to the first quarter last year.  Traditional consumer turnover declined by 8 per
cent reflecting  broadband  substitution of dial up narrowband  internet access,
increased Carrier  Pre-Selection (CPS) penetration,  mobile substitution and the
reduction in fixed to mobile calls. New wave consumer turnover  doubled,  driven
by the continuing growth of broadband and mobility. BT Together packages provide
an  important  element in  defending  traditional  turnover  with an increase of
119,000  customers  over the first  quarter last year.  With effect from July 1,
2004 we are  building on the success of the BT Together  family of packages  and
simplifying  our  pricing  structure.  This  will  bring  low call  charges  and
reductions  in line rental to our three BT Together  fixed  monthly fee packages
and will make it easier for customers to compare the value they get from BT with
similar  offerings from  competitors.  Nine million standard rate customers have
now joined the existing nine million BT Together customers.

The underlying 12 month rolling average  revenue per customer  household (net of
mobile termination  charges) of GBP265 declined by GBP3 compared to last quarter
with higher  revenues from  broadband  being offset by call revenue  reductions.
Contracted  revenues  increased by 1 percentage point to 59 per cent compared to
the fourth quarter last year.

Turnover from smaller and medium sized businesses declined by 4 per cent
(3 per cent excluding the impact of reductions to mobile termination rates).
BT Business Plan, launched in January 2003, more than doubled the number of
business locations to 294,000 (191,000 customers) by June 30, 2004. This,
together with our BT Local Business activity, defended some of the decline in
the traditional business as well as driving the growth in new wave turnover of
40 per cent.

Major Corporate (UK and international) turnover increased by 1 per cent with the
strong growth in new wave turnover (19 per cent) offsetting the decline in
traditional services. There is a continued migration from traditional voice only
services to managed ICT solutions contracts. ICT contract wins amounted to more
than GBP1.3 billion in the first quarter.

Our estimate of market share by volume of fixed to fixed voice minutes is based
on our actual minutes, market data provided by Ofcom and an extrapolation of the
historical trends. BT's estimated consumer market share declined by
1.5 percentage points in the first quarter to around 66 per cent compared to
last quarter whilst the estimated business market share declined by
0.3 percentage points to around 43 per cent.

Wholesale (UK and Global Carrier) increased by 7 per cent (11 per cent excluding
the impact of reductions to mobile termination rates). Growth in new wave
turnover of 81 per cent from our UK Wholesale business was driven by broadband
and managed services, which more than compensated for the decline in our
traditional UK Wholesale product prices.

There was an installed base of 2.7 million wholesale broadband lines by
June 30, 2004, an increase of 154 per cent on the number of connections
12 months ago, with net additions in the quarter growing at more than 36,000 per
week. BT Retail had 1,102,000 broadband connections at June 30, 2004, an
increase of 98 per cent on June 30, 2003.

BT has an extensive market research programme conducted by external agencies
which focuses on the level and causes of customer dissatisfaction. The group
achieved a 3 per cent improvement in the level of customer dissatisfaction in
the quarter.

Group operating costs before goodwill amortisation, exceptional items and leaver
costs were  reduced by 1 per cent  compared  to the first  quarter of last year.
Leaver costs  increased  in the quarter to GBP102  million  (GBP11  million last
year) with staff numbers  declining by 1 per cent since March 31, 2004 to 98,700
employees.  Net staff costs,  excluding leaver costs, decreased by GBP28 million
compared  to the  first  quarter  last year to GBP875  million  due to  improved
efficiency  offset by the impact of  increases  in pay rates.  Payments to other
telecommunication operators were GBP51 million (5 per cent) lower than last year
mainly  reflecting the impact of the mobile  termination rate reductions.  Other
operating  costs  (excluding   goodwill   amortisation  and  exceptional  items)
increased  by  GBP74  million.   In  linewith  our  expectations  this  includes
investment  in new wave  initiatives,  such as  strengthening  our ICT  delivery
capabilities outside the UK and higher marketing costs. These were partly offset
by efficiency cost savings and the impact of foreign exchange.

Depreciation  was GBP30  million  lower  than the first  quarter of last year at
GBP699 million  reflecting  shorter life assets  becoming fully  depreciated and
more efficient capital expenditure over recent years.

Group operating profit before goodwill amortisation, exceptional items and
leaver costs increased by 1 per cent compared to the first quarter of last year.
The operating profit margin before leaver costs improved by 0.2 percentage
points to 16.3 per cent in the first quarter. The improved operating profit
margin reflects further cost efficiencies and reductions to mobile termination
charges and was achieved despite the lower margins from new wave businesses
compared to our traditional business. The GBP91 million increase in leaver costs
resulted in group operating profit, before goodwill amortisation and exceptional
items, after leaver costs being 12 per cent lower than the first quarter of last
year.

BT's share of associates and joint ventures operating losses before goodwill
amortisation and exceptional items was GBP5 million in the quarter (GBP3 million
loss last year).

Net  interest  payable  before  exceptional  items was  GBP204  million  for the
quarter,  an  improvement  of GBP21  million  against last year  reflecting  the
reduction  in  the  level  of  net  debt.   Profit  before  taxation,   goodwill
amortisation and exceptional items of GBP434 million in the quarter decreased by
13 per cent and  includes  the impact of the GBP91  million  increase  in leaver
costs.

The taxation rate on the profit before goodwill amortisation and exceptional
items was 26.5 per cent in the quarter (30.5 per cent last year). The lower
effective tax rate reflects reduced overseas losses for which relief is not
available and greater tax efficiency in the group.

Earnings per share before goodwill amortisation, exceptional items and leaver
costs increased by 10 per cent at 4.6 pence for the quarter. The high leaver
costs meant that earnings per share before goodwill amortisation and exceptional
items reduced by 10 per cent compared to the first quarter last year at 3.7
pence.

Exceptional items and goodwill

Net  exceptional  items in the quarter  reduced profit before  taxation by GBP14
million.  An exceptional  property  rationalisation  charge of GBP17 million was
recognised  in the  quarter in relation  to the  rationalisation  of the group's
provincial  offices  portfolio.  This  rationalisation  programme is expected to
continue  throughout  the  current  financial  year and  beyond  giving  rise to
additional  rationalisation costs. This was offset by the GBP3 million profit on
disposal of certain  group  investments,  including the 4.8 per cent interest in
New Skies Satellite for consideration of EUR36 million (GBP24 million).

Goodwill amortisation was GBP4 million for the quarter (GBP3 million last year).
Earnings per share after goodwill amortisation and exceptional items were
3.6 pence in the quarter compared to 4.1 pence last year.

Cash flow and net debt

Cash  inflow from  operating  activities  amounted  to  GBP1,206  million in the
quarter  compared  to  GBP1,509  million in the first  quarter  last  year.  The
reduction includes the impact of additional leaver costs of GBP118 million,  the
partial  reversal  of the strong  working  capital  position  at the end of last
quarter and investment in major contracts.

Return on investments and servicing of finance reflects a net cash outflow of
GBP302 million compared to GBP290 million in the first quarter last year. This
movement was mainly driven by the increased interest payments arising from the
restructuring of the swap portfolio completed last year, offset by the impact of
the reduced net debt position.

The net cash outflow on fixed asset  purchases  and sales was GBP706  million in
the quarter which compares to GBP593 million last year  reflecting the move to a
flatter profile of capital  expenditure  through the year, the investment in the
NHS contracts and transformational expenditure on the network.

Implementing a 21st Century Network (21CN) is a core element of BT's
transformation programme. 21CN is the enabling infrastructure for growth and
will drive radical operational simplification and is expected to reduce annual
cash costs by GBP1 billion by the 2008/9 financial year. 21CN will enable BT to
launch new services to market faster and will empower customers with new levels
of control, choice and flexibility over a range of converged communications
services.

In June 2004, we announced a number of live trials and an indicative timetable
to complete implementation of 21CN. This year we will pilot the transfer of
voice calls from our public switched telephony network (PSTN) to a new,
dedicated, Internet Protocol (IP) network and trial the technical and economic
issues behind the deployment of fibre deeper into the access network with a
focus on new installations. Subject to the trials, we expect to begin large
scale rollout of 21CN during 2006 with the deployment substantially complete by
around the end of the decade.

Free cash flow (before acquisitions and disposals, dividends and financing) was
a net inflow of GBP157 million in the quarter.

The share buyback programme continued with the repurchase of 17 million shares
for GBP31 million in the quarter.

Net debt continued to improve and was GBP8,317 million at June 30, 2004,
7 per cent below last year.
_____________________________________________________________________
BT's final dividend of 5.3 pence per share will be paid on September 6, 2004 to
shareholders on the register on August 6, 2004.

The second quarter and half year's results are expected to be announced on
November 11, 2004.




BT Retail
                               First quarter ended June 30       Year ended
                                2004    2003*  Better (worse)      March 31
                                                                       2004*
                                GBPm    GBPm     GBPm        %          GBPm
                                                          

Group turnover                 3,116   3,173      (57)      (2)       12,940
Gross margin                     825     857      (32)      (4)        3,517
Sales, general and
administration costs             533     484      (49)     (10)        2,123
EBITDA                           292     373      (81)     (22)        1,394
Depreciation                      33      47       14       30           162
Operating profit                 259     326      (67)     (21)        1,232
Leaver costs                      43       1      (42)  n/m              112
Operating profit before leaver
costs                            302     327      (25)      (8)        1,344

Capital expenditure               28      20       (8)     (40)          118


*Restated to reflect changes in intra-group trading arrangements.

Growth in new wave turnover of 31 per cent was offset by the 7 per cent decline
in traditional turnover which resulted in an overall decline of 2 per cent
compared to the first quarter of last year. After adjusting for the regulatory
reductions to mobile termination rates, turnover declined by 1 per cent.




                             First quarter ended June 30         Year ended
BT Retail turnover            2004    2003*  Better (worse)        March 31
                                                                       2004*
                              GBPm    GBPm     GBPm       %             GBPm
                                                          

Voice Services               2,099   2,266     (167)     (7)          8,906
Intermediate Products          442     468      (26)     (6)          1,868
Traditional                  2,541   2,734     (193)     (7)         10,774
ICT                            413     365       48      13           1,734
Broadband                      110      57       53      93             307
Mobility                        38      14       24     171              84
Other                           14       3       11   n/m                41
New Wave                       575     439      136      31           2,166
 Total                       3,116   3,173      (57)     (2)         12,940

Sales to other BT businesses
incl. above                     95      46       49     107             338


*Restated to reflect changes in intra-group trading arrangements.

Turnover from voice services was 7 per cent lower than the first quarter of last
year. The overall market for fixed to fixed voice call minutes is estimated to
have declined by 3 per cent compared to the first quarter of last year, partly
reflecting the migration to new wave products and services such as IPVPN's and
substitution by e-mail, instant messaging and mobile services.

BT Group's total originating measured call volumes have decreased by 13 per cent
in the quarter compared to the first quarter last year. Part of the decline in
measured call volumes is due to the migration to broadband, which is not
measured in minutes, and the consequent reduction in dial up internet minutes.
There has been an increased penetration of pricing packages and contracted
revenues which reduces the direct relationship between call minutes and
turnover.

Turnover from intermediate products decreased by 6 per cent compared to the
first quarter of last year mainly driven by a decline in private circuits and
ISDN as customers migrate to new wave products including broadband and IPVPN.

BT Retail's new wave turnover increased by 31 per cent compared to the first
quarter of last year. ICT turnover increased by 13 per cent, reflecting strong
growth compared to the overall market with new IP based service contract wins
offset by a decline in business telephony equipment.

The growth of broadband continues with 1,102,000 BT Retail connections at
June 30, 2004, an increase of 14 per cent in the quarter. During the quarter,
BT Retail's market share of DSL net additions was 29 per cent. Broadband
turnover grew by 93 per cent compared to the first quarter last year to
GBP110 million. From July 1, 2004, BT has reduced its prices on BT Yahoo! 1mb,
BT Yahoo! 512k and BT Broadband in line with other competitors.

In November 2003, BT launched BT Mobile Home Plan through retail stores which
had attracted over 87,000 connections at June 30, 2004, more than doubling the
number of connections in the quarter. BT had consumer and corporate mobile
connections of 215,000 at June 30, 2004 reflecting growth of over 70,000
connections (49 per cent) on last quarter. BT Retail turnover from mobility
services increased by 171 per cent compared to the first quarter last year to
GBP38 million.

The gross margin reduced by 0.5 percentage points to 26.5 per cent compared to
the first quarter of last year, reflecting the change in the revenue mix from
traditional business to new wave services.

Cost transformation programmes continued to generate savings in the traditional
business with GBP13 million of savings before leaver costs (3 per cent) achieved
in the quarter. BT Retail incurred leaver costs of GBP43 million in the quarter,
an increase of GBP42 million over last year.

Operating profit in the quarter of GBP259 million was 21 per cent lower than the
prior year. However, excluding the impact of leaver costs, operating profit
decreased by 8 per cent.




BT Wholesale
                               First quarter ended June 30        Year ended
                                 2004     2003*  Better (worse)     March 31
                                                                        2004*
                                 GBPm     GBPm     GBPm       %         GBPm
                                                          

External turnover                 941      886       55       6        3,473
Internal turnover               1,310    1,374      (64)     (5)       5,410
Group turnover                  2,251    2,260       (9)      -        8,883
Variable cost of sales            553      533      (20)     (4)       2,092
Gross variable profit           1,698    1,727      (29)     (2)       6,791
Network and SG&A costs            764      751      (13)     (2)       2,989
EBITDA                            934      976      (42)     (4)       3,802
Depreciation                      477      474       (3)     (1)       1,919
Operating profit                  457      502      (45)     (9)       1,883
Leaver costs                       41        -      (41)     n/m          46
Operating profit before leaver
costs                             498      502       (4)     (1)       1,929

Capital expenditure               475      368     (107)    (29)       1,809


*Restated to reflect changes in intra-group trading arrangements.

Wholesale  turnover for the quarter of GBP2,251  million was GBP9 million  lower
and gross  variable  profit of GBP1,698  million was GBP29  million (2 per cent)
lower  than the  first  quarter  last  year.  EBITDA  before  leaver  costs  was
maintained year on year.

External turnover in the quarter of GBP941 million increased by GBP55 million
(6 per cent). Excluding the impact of regulatory reductions to mobile
termination rates the underlying external turnover increased by 10 per cent. The
growth was driven by the increase in new wave turnover and offset the impact of
continued regulatory price reductions. New wave turnover grew by 81 per cent to
GBP130 million in the quarter which is driven by the increase in broadband and
managed services.

Internal turnover declined by 5 per cent to GBP1,310 million reflecting the flow
through of lower volumes of calls, lines and private circuits, as well as the
group's policy of reflecting regulatory price changes in internal charges.

The focus on cost savings  continued this quarter with the  achievement of GBP28
million  reductions  in network  and SG&A costs which  equates to GBP48  million
efficiency  savings in the  quarter.  These  reductions  were  offset by a GBP41
million increase in leaver costs over the same quarter last year.

Capital expenditure increased by 29 per cent to GBP475 million when compared to
the first quarter last year. This reflects a more even profile of capital
expenditure through the year and further expenditure on transforming the group's
network, particularly the hands-off access network and broadband.




BT Global Services
                             First quarter ended June 30         Year ended
                               2004     2003   Better (worse)      March 31
                                                                       2004
                               GBPm     GBPm     GBPm        %         GBPm
                                                         

Group turnover                1,411    1,345       66        5        5,782
EBITDA                          102       95        7        7          508
Operating loss                  (36)     (51)      15       29         (105)
Leaver costs                     13        8       (5)     (63)          33
Operating loss before leaver
costs                           (23)     (43)      20       47          (72)
Capital expenditure             149      102      (47)     (46)         479


See note 2 for additional detail.

Turnover for the quarter rose by 5 per cent to GBP1,411  million.  Excluding the
adverse impact of exchange rates turnover growth was 6.4 per cent, which equates
to an  additional  0.5 per cent  underlying  turnover  growth at a group  level.
Solutions  turnover grew by 12 per cent  reflecting the conversion of the strong
order intake over the past twelve months.  BT Syntegra  produced  another strong
quarter's  turnover  growth,  with the NHS  contracts  contributing  towards the
growth of 33 per  cent.  Solutions  and BT  Syntegra  achieved  orders of GBP1.3
billion in the quarter which  results in orders of GBP6.3  billion over the last
twelve months. Global Products turnover grew by 5 per cent (7 per cent excluding
the impact of exchange  rates)  benefiting  from growth in Multi  Protocol Label
Switching (MPLS) turnover. Global Carrier turnover grew by 3 per cent.

EBITDA  increased  by 7 per cent from the first  quarter  of last year to GBP102
million. The increase in turnover, together with lower network, selling, general
and  administration  costs,  following  continuing  cost reduction  initiatives,
helped  generate a GBP15  million  improvement  in operating  losses.  The costs
included the expected  increase in resources  associated with  strengthening the
overseas  network centric  solutions  delivery  capabilities and leaver costs of
GBP13 million (GBP8 million last year).  We expect the  underlying  cost base in
Global Services will continue to improve.

Capital expenditure in the quarter at GBP149 million increased by GBP47 million
compared to quarter one last year mainly due to expenditure on the NHS
contracts.
___________________________________________________________________________




GROUP PROFIT AND LOSS ACCOUNT
for the three months ended June 30, 2004
-------------------- ------             ----------         ----------- ---------
                                 Before goodwill            Goodwill     Total
                                amortisation and    amortisation and
                               exceptional items   exceptional items
                                                             (note 4)
 (unaudited)          Notes                 GBPm                 GBPm      GBPm
-------------------- ------             ----------         ----------- ---------
                                                                

Group turnover           2                 4,567                   -     4,567
Other operating
income                                        41                   -        41
Operating
costs                    3                (3,965)                (21)   (3,986)

Group operating
profit (loss)            2                   643                 (21)      622
Group's share
of operating
losses of
associates and
joint ventures                                (5)                  -        (5)
Total
operating
profit (loss)                                638                 (21)      617

Profit on sale
of fixed asset
investments
and group
undertakings                                   -                   3         3
Net interest
payable                  5                  (204)                  -      (204)

Profit (loss)
before
taxation                                     434                 (18)      416

Taxation                                    (115)                  4      (111)

Profit (loss)
after taxation
and attributable to
shareholders                                 319                 (14)      305

Earnings per
share                    6
- basic                                      3.7p                          3.6p
- diluted                                    3.7p                          3.5p
--------------------  ------            ----------         ----------- ---------







GROUP PROFIT AND LOSS ACCOUNT

for the three months ended June 30, 2003
-------------------- ------             ----------         ----------- ---------
                                 Before goodwill            Goodwill     Total
                                amortisation and    amortisation and
                               exceptional items   exceptional items
                                                             (note 4)
(unaudited, restated Notes                  GBPm                 GBPm      GBPm
- see note 1)
-------------------- ------             ----------         ----------- ---------
                                                                

Group turnover           2                 4,586                   -     4,586
Other operating
income                                        52                   -        52
Operating
costs                    3                (3,909)                 (3)   (3,912)

Group operating
profit (loss)            2                   729                  (3)      726
Group's share
of operating
losses of
associates and
joint ventures                                (3)                  -        (3)
Total
operating
profit (loss)                                726                  (3)      723

Loss on sale
of fixed asset
investments
and group
undertakings                                   -                  (1)       (1)
Net interest
payable                  5                  (225)                  -      (225)

Profit (loss)
before
taxation                                     501                  (4)      497

Taxation                                    (153)                  -      (153)

Profit (loss)
after taxation                               348                  (4)      344
Minority
interests                                      6                   -         6
Profit (loss)
attributable to
shareholders                                 354                  (4)      350

Earnings per
share                    6
- basic                                      4.1p                          4.1p
- diluted                                    4.1p                          4.0p
--------------------  ------            ----------         ----------- ---------






GROUP PROFIT AND LOSS ACCOUNT

for the year ended March, 31, 2004
-------------------- ------             ----------         ----------- ---------
                                 Before goodwill            Goodwill     Total
                                amortisation and    amortisation and
                               exceptional items   exceptional items
                                                             (note 4)
(restated - see note Notes                  GBPm                 GBPm      GBPm
1)
-------------------- ------             ----------         ----------- ---------
                                                                

Group turnover           2                18,519                   -    18,519
Other operating
income                                       177                   -       177
Operating
costs                    3               (15,807)                (19)  (15,826)

Group operating
profit (loss)            2                 2,889                 (19)    2,870
Group's share
of operating
losses of
associates and
joint ventures                                (8)                (26)      (34)
Total operating
profit (loss)                              2,881                 (45)    2,836

Profit on sale
of fixed asset
investments
and group
undertakings                                   4                  32        36
Profit on sale
of property
fixed assets                                  14                   -        14
Net interest
payable                  5                  (886)                (55)     (941)

Profit (loss)
before
taxation                                   2,013                 (68)    1,945

Taxation                                    (568)                 29      (539)

Profit (loss)
after taxation                             1,445                 (39)    1,406
Minority
interests                                      8                   -         8
Profit (loss)
attributable to
shareholders                               1,453                 (39)    1,414

Dividends                                                                 (732)
Retained
profit for the
period                                                                     682

Earnings per
share                    6
- basic                                     16.9p                         16.4p
- diluted                                   16.8p                         16.3p
--------------------  ------            ----------         ----------- ---------







GROUP CASH FLOW STATEMENT
for the three months ended June 30, 2004
---------------------------   --------   --------- ---   ---------       ----
                                       First quarter ended June          Year
                                            30 (unaudited)              ended
                                                                     March 31
                                             2004        2003            2004
                                             GBPm        GBPm            GBPm
---------------------------   --------   --------- ---   ---------       ----
                                                                 
Net cash inflow from operating
activities* (note 7)                        1,206       1,509           5,389

Dividends from associates and
joint ventures                                  -           -               3

Net cash outflow for returns on
investments and servicing of
finance**                                    (302)       (290)           (527)

Taxation paid                                 (41)         (8)           (317)
                                           --------   ---------       ---------
Purchase of tangible fixed
assets                                       (744)       (607)         (2,684)
Net sale of fixed asset
investments                                    23           -             131
Sale of tangible fixed assets                  15          14              76
                                           --------   ---------       ---------
Net cash outflow for capital
expenditure and financial
investments                                  (706)       (593)         (2,477)
---------------------------                --------   --------- ---   ---------
Free cash inflow before
acquisitions, disposals and
dividends                                     157         618           2,071
---------------------------                --------   --------- ---   ---------
                                           --------   ---------       ---------
Acquisitions                                   (2)          -             (61)
Disposals                                       -           -               1
                                           --------   ---------       ---------
Net cash outflow for
acquisitions and disposals                     (2)          -             (60)

Equity dividends paid                           -           -            (645)

Cash inflow before use of liquid
resources and financing                       155         618           1,366

Management of liquid resources                 56        (391)          1,123
                                           --------   ---------       ---------
Repurchase of ordinary share
capital                                       (31)          -            (144)
New loans                                       -           -           1,326
Repayment of loans                           (172)        (12)         (3,627)
                                           --------   ---------       ---------

Net cash outflow from financing              (203)        (12)         (2,445)
Increase in cash                                8         215              44

Decrease in net debt from cash
flows (note 8)                                124         618           1,222
---------------------------                --------   --------- ---   ---------

*Net of deficiency and special
pension contributions                           -           -            (742)
**Net of interest (payments)
receipts on restructuring
currency swap portfolio                       (18)          -             420



GROUP BALANCE SHEET
at June 30, 2004
------------------------------------------- ---------    ---------    ---------
                                             June 30      June 30     March 31
                                                2004         2003         2004
                                                       (restated*)  (restated*)
                                                GBPm         GBPm          GBPm
------------------------------------------- ---------    ---------    ---------

Fixed assets
Intangible assets                                204          205          204
Tangible assets                               15,466       15,676       15,487
Investments                                      297          453          324
                                              15,967       16,334       16,015
Current assets
                                             ---------    ---------    ---------
Stocks                                           111           92           89
Debtors                                        5,261        4,784        5,189
Investments                                    5,071        6,928        5,163
Cash at bank and in hand                         144           77          109

                                              10,587       11,881       10,550
Creditors: amounts falling due within one
year
Loans and other borrowings                     1,112        2,684        1,271
Other creditors                                7,142        6,861        7,252
                                               8,254        9,545        8,523
                                             ---------    ---------    ---------

Net current assets                             2,333        2,336        2,027

Total assets less current liabilities         18,300       18,670       18,042

Creditors: amounts falling due after more
than one year
Loans and other borrowings                    12,420       13,309       12,426

Provisions for liabilities and charges         2,491        2,350        2,504

Minority interests                                46           57           46

Capital and reserves (note 9)
                                             ---------    ---------    ---------
Called up share capital                          432          434          432
Reserves                                       2,911        2,520        2,634
                                             ---------    ---------    ---------
Total equity shareholders' funds               3,343        2,954        3,066

                                              18,300       18,670       18,042
------------------------------------------- ---------    ---------    ---------


*See note 1 for details of restatement.

NOTES

1 Basis of preparation

The unaudited interim results of BT Group, which are not statutory accounts,
have been prepared on the basis of the accounting policies as set out in the
Report and Accounts of BT Group plc for the year ended March 31, 2004, except
that during the quarter ending June 30, 2004, the group adopted UITF Abstract 38
'Accounting for ESOP trusts' and the related amendments to UITF Abstract 17
(revised 2003) 'Employee Share Schemes'. UITF 38 changes the presentation of an
entity's own shares held in an ESOP trust from previously being held as assets
to being deducted in arriving at shareholders' funds. UITF 17 (revised 2003)
requires the amounts recognised in the profit and loss account in respect of
share awards from previously being based on the book value of shares held in the
ESOP trusts to being based on the fair value of shares at the date the award is
made.

An  additional  charge of GBP3  million for the year ended March 31, 2004 and of
GBP1  million  for the  quarter  ended June 30,  2003 has been made to the group
profit and loss  account.  The effect on the group's  balance sheet at March 31,
2004 has been to reduce fixed assets by GBP53 million, to reduce other creditors
by GBP25 million and to reduce  shareholders' funds by GBP28 million. The effect
at June 30, 2003 has been to reduce  fixed  assets by GBP98  million,  to reduce
other  creditors  by GBP37  million and to reduce  shareholders'  funds by GBP61
million.

Figures for the year ended March 31, 2004 are extracts from the group accounts
for that year with the exception of the accounting policy change noted above.

The group accounts for the year ended March 31, 2004, on which the auditors
issued an unqualified report which did not contain a statement under Section 237
(2) or (3) of the Companies Act 1985, were approved by the Board of Directors on
May 19, 2004 and published on June 2, 2004.

2 Results of businesses




(a)                Operating results

                      External   Internal   Group      Group operating   EBITDA
                      turnover   turnover   turnover   profit (loss)    (ii)
                                                       (ii)
                          GBPm       GBPm       GBPm             GBPm     GBPm
                                                             

First quarter ended
June 30, 2004
BT Retail                3,021         95      3,116              259      292
BT Wholesale               941      1,310      2,251              457      934
BT Global
Services                   598        813      1,411              (36)     102
Other                        7          -          7              (37)      14
Intra-group items (i)        -     (2,218)    (2,218)               -        -

              Total      4,567          -      4,567              643    1,342

First quarter ended
June 30, 2003
(restated - see
below)
BT Retail                3,127         46      3,173              326      373
BT Wholesale               886      1,374      2,260              502      976
BT Global
Services                   567        778      1,345              (51)      95
Other                        6          -          6              (48)      15
Intra-group items (i)        -     (2,198)    (2,198)               -        -

              Total      4,586          -      4,586              729    1,459

Year ended March 31,
2004
(restated - see
below)
BT Retail               12,602        338     12,940            1,232    1,394
BT Wholesale             3,473      5,410      8,883            1,883    3,802
BT Global
Services                 2,410      3,372      5,782             (105)     508
Other                       34          1         35             (121)     109
Intra-group items (i)       -     (9,121)    (9,121)               -        -

              Total     18,519          -     18,519            2,889    5,813


(i)  Elimination of intra-group turnover between businesses, which is included
     in the total turnover of the originating business.

(ii) Before goodwill amortisation and exceptional items.

There is extensive trading between BT's lines of business and the line of
business profitability is dependent on the transfer price levels. The
intra-group trading arrangements are subject to review and changed with effect
from April 1, 2004 in certain circumstances to reflect simplification of
internal trading flows and reorganisations within the group. The comparative
figures for the lines of business have been restated to reflect these changes
but there is no impact at a group level. In addition, the group adopted UITF 38
and UITF 17 (revised 2003) which impacted the comparative figures and is
discussed further in note 1.

2 Results of businesses continued




BT Global Services analysis

                               First quarter ended June 30          Year ended
                               --------------------------
                                                                      March 31
                                 2004     2003   Better (worse)           2004
                                 GBPm     GBPm    GBPm        %           GBPm
                                                            

Group turnover
Solutions                         686      614      72       12          2,736
Syntegra                          192      144      48       33            721
Global Products                   453      433      20        5          1,831
Global Carrier                    239      231       8        3            962
Other and eliminations           (159)     (77)    (82)    (106)          (468)

                                1,411    1,345      66        5          5,782
EBITDA
Solutions                          63       62       1        2            337
Syntegra                            4        4       -        -             37
Global Products                    30       21       9       43            113
Global Carrier                     45       40       5       13            163
Other (i)                         (40)     (32)     (8)     (25)          (142)

                                  102       95       7        7            508

Operating profit (loss) (ii)
Solutions                          44       43       1        2            261
Syntegra                            2        2       -        -             28
Global Products                   (61)     (74)     13       18           (273)
Global Carrier                     24       17       7       41             74
Other (i)                         (45)     (39)     (6)     (15)          (195)

                                  (36)     (51)     15       29           (105)

Capital expenditure               149      102     (47)     (46)           479


(i)  Other is after charging leaver costs of GBP13m in the first quarter (GBP8m
     in the first quarter last year and GBP33m in the year ended 31 March 2004).

(ii) Before goodwill amortisation.

2 Results of businesses continued




(b) Group turnover analysis
                        First quarter ended June 30                 Year ended
                                                                      March 31
                           2004      2003   Better (worse)                2004
                           GBPm      GBPm      GBPm       %               GBPm
                                                            

Traditional               3,631     3,876      (245)     (6)            15,132
New wave                    936       710       226      32              3,387
                          4,567     4,586       (19)      -             18,519

Consumer                  1,425     1,497       (72)     (5)             5,974
Business                    623       650       (27)     (4)             2,600
Major Corporate           1,424     1,416         8       1              5,881
Wholesale/Carrier         1,088     1,017        71       7              4,030
Other                         7         6         1      17                 34

                          4,567     4,586       (19)      -             18,519


Note: New wave includes the external new wave turnover of BT Retail (ICT,
broadband, mobility and classified directories) and BT Wholesale (broadband and
managed services) and the external turnover of Global Solutions and BT Syntegra.
Consumer includes the external turnover of BT Retail from consumer customers.
Business includes the external turnover of BT Retail from SME customers.

Major Corporate includes the external turnover of BT Retail from major corporate
customers and the external turnover of BT Global Services, with the exception of
Global Carrier.

Wholesale/Carrier includes the external turnover of BT Wholesale and Global
Carrier.




(c) Capital expenditure on plant, equipment and motor vehicle additions

                                                                    Year ended
                                First quarter ended June 30           March 31
                                        2004           2003               2004
                                        GBPm           GBPm               GBPm
                                                                  

BT Retail                                 28             20                118
BT Wholesale
Access                                   269            215                966
Switch                                    30             11                 87
Transmission                              45             54                213
Products/systems support                 131             88                543

                                         475            368              1,809
BT Global Services
Syntegra and Solutions                    47             36                121
UK Networks                               37             24                131
Other                                     65             42                227

                                         149            102                479
Other (including fleet vehicles
and property)                             42             62                267

                        Total            694            552              2,673


3 Operating costs
                                                                   Year ended
                                   First quarter ended June 30       March 31
                                       2004               2003           2004
                                              (restated)           (restated)
                                       GBPm               GBPm           GBPm

Net staff costs before leaver
costs                                   875                903          3,536
Leaver costs                            102                 11            202
Net staff costs                         977                914          3,738
Depreciation                            699                729          2,921
Payments to telecommunication
operators                               988              1,039          3,963
Other operating costs                 1,301              1,227          5,185
Total before goodwill amortisation    3,965              3,909         15,807
and exceptional items
Goodwill amortisation                     4                  3             12
Exceptional items                        17                  -              7

                           Total      3,986              3,912         15,826


4 Exceptional items and goodwill amortisation
                                                                    Year ended
                                    First quarter ended June 30       March 31
                                            2004           2003           2004
                                            GBPm           GBPm           GBPm

Exceptional operating costs                  (17)             -             (7)
Profit (loss) on sale of fixed
asset investments and group
undertakings                                   3             (1)            32
Impairment of investments                      -              -            (26)
Net interest payable                           -              -            (55)
Goodwill amortisation                         (4)            (3)           (12)
Net charge before tax and minority
interests                                    (18)            (4)           (68)

5 Net interest payable
                                                                    Year ended
                              First quarter ended June 30             March 31
                                      2004           2003                 2004
                                      GBPm           GBPm                 GBPm

Group                                  259            288                1,220
Joint ventures and associates            2              5                   19
Total interest payable                 261            293                1,239
Interest receivable                    (57)           (68)                (298)
Net interest payable                   204            225                  941

Analysed:
Before exceptional items               204            225                  886
Exceptional items                        -              -                   55

                      Total            204            225                  941


6 Earnings per share

The basic earnings per share are calculated by dividing the profit attributable
to shareholders by the average number of shares in issue after deducting the
company's shares held by employee share ownership trusts and treasury shares.
In calculating the diluted earnings per share, share options outstanding and
other potential ordinary shares have been taken into account.

The average numbers of shares in the periods were:




                                                                     Year ended
                             First quarter ended June 30               March 31
                                    2004           2003                    2004
                                            millions of shares
                                                                    

Basic                              8,557          8,623                   8,621
Diluted                            8,597          8,673                   8,676



7 Reconciliation of operating profit to operating cash flow




                                                                     Year ended
                               First quarter ended June 30             March 31
                                   2004               2003                 2004
                                                (restated)            (restated)
                                   GBPm               GBPm                  GBPm
                                                                   

Group operating profit              622                726               2,870
Depreciation and amortisation       703                733               2,936
Changes in working capital         (164)                13                 240
Provision movements, pensions        45                 37                (657)
and other
Net cash inflow from operating
activities                        1,206              1,509               5,389



8 Net debt




(a)                Analysis
                                                     At June 30    At March 31
                                                   2004     2003          2004
                                                   GBPm     GBPm          GBPm
                                                                  

Long-term loans and other borrowings falling due
after more than one year                         12,420   13,309        12,426
Short-term borrowings and long-term loans and
other borrowings falling due within one year      1,112    2,684         1,271
Total debt                                       13,532   15,993        13,697
Short-term investments                           (5,071)  (6,928)       (5,163)
Cash at bank                                       (144)     (77)         (109)
Net debt at end of period                         8,317    8,988         8,425



8 Net debt continued




(b)               Reconciliation of net cash flow to movement in net debt

                                                                    Year ended
                                  First quarter ended June 30         March 31
                                        2004           2003               2004
                                        GBPm           GBPm               GBPm
                                                                   

Net debt at beginning of period        8,425          9,573              9,573
Decrease in net debt resulting
from cash flows                         (124)          (618)            (1,222)
Net debt assumed or issued on
acquisitions                               -              -                  1
Currency and other movements               -              5                  4
Other non-cash movements                  16             28                 69
Net debt at end of period              8,317          8,988              8,425



9 Share capital and reserves





                                                      Reserves           Total
                                  Share capital     (restated)       (restated)
                                           GBPm           GBPm            GBPm
                                                                  

Balances at April 1, 2004                   432          2,634          3,066
Profit for the three months ended
June 30, 2004                                 -            305            305
Currency movements                            -             (4)            (4)
Other                                         -            (24)           (24)
Balances at June 30, 2004                   432          2,911          3,343



10 Earnings before interest, taxation, depreciation and amortisation (EBITDA)




                                                                    Year ended
                                First quarter ended June 30           March 31
                                    2004               2003               2004
                                                 (restated)          (restated)
                                    GBPm               GBPm                GBPm
                                                                   

Group operating profit               622                726              2,870
Exceptional items                     17                  -                  7
Depreciation                         699                730              2,924
Goodwill amortisation                  4                  3                 12
EBITDA before exceptional items    1,342              1,459              5,813



11 United States Generally Accepted Accounting Principles

The results set out above have been prepared in accordance with accounting
principles generally accepted in the United Kingdom. The table below sets out
the results calculated in accordance with United States Generally Accepted
Accounting Principles.




                                                                   Year ended
                              First quarter ended June 30            March 31
                                   2004           2003                   2004
                                                                 

Net income attributable to           73            288                    883
shareholders including
exceptional items (GBPm)

Earnings per ADS (GBP)
- basic                            0.09           0.33                   1.02
- diluted                          0.08           0.33                   1.02


Each American Depositary Share (ADS) represents 10 ordinary shares of BT Group
plc.

Shareholders'  equity,  calculated  in accordance  with United States  Generally
Accepted  Accounting  Principles,  is a GBP1,849m deficit at June 30, 2004 (June
30, 2003 - GBP2,334m, March 31, 2004 - GBP1,455m).


Forward-looking statements - caution advised

Certain statements in this results release are forward-looking and are made in
reliance on the safe harbour provisions of the US Private Securities Litigation
Reform Act of 1995. These statements include, without limitation, those
concerning: cash flow and earnings per share; expectations regarding broadband,
ICT, mobility and managed services growth, ADSL broadband roll out, and revenues
from new wave products and services; the possible or assumed future results of
operations of BT and/or its lines of business; investment in, and rollout of,
the 21st century network and the generation of long-term cost savings and
customer benefits; and expectations regarding long term growth for shareholders.

Although BT believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that these expectations will
prove to have been correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements.

Factors that could cause differences between actual results and those implied by
the forward-looking statements include, but are not limited to: material adverse
changes in economic conditions in the markets served by BT; future regulatory
actions and conditions in BT's operating areas, including competition from
others; selection by BT and its lines of business of the appropriate trading and
marketing models for its products and services; fluctuations in foreign currency
exchange rates and interest rates; technological innovations, including the cost
of developing new products and the need to increase expenditures for improving
the quality of service; prolonged adverse weather conditions resulting in a
material increase in overtime, staff or other costs; developments in the
convergence of technologies; the anticipated benefits and advantages of new
technologies, products and services, including broadband and other new wave
initiatives, not being realised; and general financial market conditions
affecting BT's performance. BT undertakes no obligation to update any
forward-looking statements whether as a result of new information, future events
or otherwise.




Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


BT Group PLC
(Registrant)


By: /s/ Patricia Day
--------------------
Patricia Day, Assistant Secretary. Head of Shareholder Services


Date 29 July, 2004