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



                                  18 May 2006


                                  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- ________



Enclosures:  1.  'Final Results' announcement made on 18 May 2006


May 18, 2006


PRELIMINARY RESULTS - YEAR TO MARCH 31, 2006

FOURTH QUARTER HIGHLIGHTS


- Revenue of GBP5,134 million, up 7 per cent (5 per cent excluding acquisitions)

- New wave revenue of GBP1,851 million, up 28 per cent, represents 36 per cent
  of total revenue

- EBITDA before specific items1 and leaver costs of GBP1,498 million, up 1 per
  cent

- Profit before taxation, specific items1 and leaver costs of GBP629 million, up
  4 per cent

- Earnings per share before specific items1 and leaver costs of 5.7 pence, up 8
  per cent, the sixteenth consecutive quarter of year on year growth

- Broadband net additions2 of 0.8 million, of which BT Retail's share was 31 per
  cent


FULL YEAR HIGHLIGHTS


- Revenue of GBP19,514 million, up 6 per cent (3 per cent excluding the impact
  of reductions to mobile termination rates and acquisitions)

- New wave revenue of GBP6,282 million, up 38 per cent, represents 32 per cent
  of total revenue

- Profit before taxation and specific items1 of GBP2,177 million, up 5 per cent

- Earnings per share before specific items1 of 19.5 pence, up 8 per cent

- Free cash flow of GBP1,612 million and net debt reduced to GBP7.5 billion

- Full year dividend of 11.9 pence per share, up 14 per cent

- Broadband end users2 of 7.9 million, at 31 March 2006, up 58 per cent


The  income  statement,  cash flow  statement  and  balance  sheet,  drawn up in
accordance  with IFRS,  from which this  information is extracted are set out on
pages 16 to 22.


1  Specific items are material one off or unusual items as defined in note 4 on
   page 26.

2  Includes DSL and LLU connections.


Chairman's statement


Sir Christopher Bland, Chairman, commenting on the full year results, said:


"This is an excellent set of full year results  delivered in a  competitive  and
fast-changing environment.  Revenues for the full year have grown by 6 per cent;
new wave revenues,  which grew by 38 per cent to GBP6.3  billion,  now represent
around one third of the group's  business.  We have  continued to transform  the
business at a fast pace whilst  growing our earnings  per share before  specific
items by 8 per cent to 19.5 pence.

"I am pleased to announce a full year  dividend of 11.9 pence per share,  14 per
cent  higher  than  last  year.  We are  confident  in our  ability  to  improve
shareholder   returns  and  accelerate  the  strategic   transformation  of  the
business."


Chief Executive's statement


Ben Verwaayen, Chief Executive, commenting on the fourth quarter results, said:


"This  quarter's  results are a terrific set of numbers.  They show BT firing on
all cylinders,  with EBITDA*, revenue and earnings per share* all growing. These
results  provide  further  evidence  that our  strategy of  embracing  change is
working.  We have now  delivered  sixteen  consecutive  quarters  of  growth  in
earnings per share*.

"BT is now a  truly  global  company,  delivering  services  to  more  than  170
countries with more than 20 per cent of our networked IT services  contract wins
outside the UK. BT lines now carry 8 million  broadband  connections and we have
started rolling out speeds of up to 8 Mbit/s.

"BT has changed very  significantly  from 4 years ago, and the transformation is
accelerating."


* before specific items and leaver costs




RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED
MARCH 31, 2006

                                                         

                           Fourth quarter                    Year
                      2006     2005   Better       2006      2005       Better
                                      (worse)                           (worse)
                      GBPm     GBPm       %        GBPm      GBPm            %

Revenue              5,134    4,820       7      19,514    18,429            6

EBITDA
  - before specific
    items and leaver
    costs            1,498    1,484       1       5,650     5,703           (1)
  - before specific
    items            1,431    1,440      (1)      5,517     5,537            -

Profit before taxation
  - before specific
    items and leaver
    costs              629      604       4       2,310     2,246            3
  - before specific
    items              562      560       -       2,177     2,080            5
  - after specific
    items              507      577     (12)      2,040     2,354          (13)

Earnings per share
  - before specific
    items and leaver
    costs             5.7p     5.3p      8        20.6p     19.4p           6
  - before specific
    items             5.1p     4.9p      4        19.5p     18.1p           8
  - after specific
    items             4.7p     5.2p    (10)       18.4p     21.5p         (14)

Capital expenditure    973      744     (31)      3,142     3,011           (4)

Free cash flow       1,097    1,144      (4)      1,612   2,282(i)         (29)

Net debt                                          7,534     7,893            5




(i) Includes disposal proceeds of GBP537 million mainly from the sale of the
   Eutelsat, Intelsat and Starhub investments.


The  commentary  on the fourth  quarter  results  focuses on the results  before
specific items and leaver costs.  This is consistent with the way that financial
performance  is  measured  by  management  and we  believe  allows a  meaningful
analysis  to be made of the  trading  results of the group.  Specific  items are
defined in note 4 on page 26.

The comparative  results have been restated to reflect the  requirements of IFRS
which the group has adopted (see note 1).

The income  statement,  cash flow  statement  and balance  sheet are provided on
pages  16 to 22. A  reconciliation  of  EBITDA  before  specific  items to group
operating profit is provided on page 30. A definition and reconciliation of free
cash flow and net debt are provided on pages 27 to 29.


GROUP RESULTS

Fourth quarter ended March 31, 2006

Revenue  was 7 per cent  higher at  GBP5,134  million  in the  quarter  with the
continued  strong growth of new wave revenue more than offsetting the decline in
traditional  revenue.  Underlying  revenue,  adjusted  for the  acquisitions  of
Albacom  and  Infonet,  was 5 per cent  higher  than last  year.  EBITDA  before
specific  items and leaver costs showed growth of 0.9 per cent,  compared to the
decline  of 0.6 per cent last  quarter.  This is the first  quarter  in the last
eleven that has shown  positive  year on year growth and continues the improving
trend of recent  quarters.  Earnings per share before  specific items and leaver
costs increased by 8 per cent to 5.7 pence, the sixteenth consecutive quarter of
year on year growth.

The strong growth in new wave business has continued and at GBP1,851 million new
wave  revenue was 28 per cent higher than last year.  New wave revenue is mainly
generated  from  networked IT services,  broadband  and  mobility.  Networked IT
services  revenue  grew by 22 per cent to GBP1,214  million,  broadband  revenue
increased by 44 per cent to GBP421 million and mobility revenue  increased by 41
per cent to GBP82 million.  Excluding Albacom and Infonet, the organic growth in
new wave revenue was 23 per cent.

Networked IT services  contract wins were GBP1.1  billion in the fourth  quarter
and the value of total orders  achieved  over the last twelve  months was GBP5.4
billion.  Of this  total more than 20 per cent of the order  value was  achieved
outside the UK.

BT had 7.9 million wholesale broadband  connections at March 31, 2006, including
356,000 local loop unbundled lines, an increase of 2.9 million  connections year
on year,  with these  connections  available at up to 2Mbit/s.  Continuing  BT's
commitment to delivering higher speed broadband, DSL Max, which offers speeds of
up to 8Mbit/s  across the UK,  was  launched  on 31 March.  BT is  offering  its
wholesale customers DSL Max at no extra cost to the existing 2Mbit/s service. In
upgrading more than 5,300 exchanges to support this service, BT is providing the
UK market with the highest  stable  speed  broadband  service  across the widest
national footprint in the world.

Revenue  from  the  group's  traditional  businesses  declined  by 3  per  cent,
continuing recent trends.  This reflects regulatory  intervention,  competition,
price  reductions  and also  technological  changes  that we are  using to drive
customers from traditional services to new wave services.

Major corporate (UK and international) revenue showed continued strong growth of
14 per cent, with growth in new wave revenue of 24 per cent more than offsetting
the  decline in  traditional  services.  Excluding  the  impact of  Albacom  and
Infonet,  revenue  grew by 9 per  cent.  There  is a  continued  migration  from
traditional  voice only  services to  networked  IT services  and an increase in
mobility and broadband  revenue.  New wave revenue now represents 63 per cent of
major corporate revenues.

Revenue  from  smaller and medium  sized (SME) UK  businesses  declined by 2 per
cent.  New wave  revenue  grew by 12 per cent  driven  by  continued  growth  in
broadband  and networked IT services.  The number of BT Business Plan  locations
increased  by 15 per cent to 513,000 by March 31,  2006.  BT  Business  Plan now
covers over 57 per cent of SME call revenues.

Consumer  revenue  in  the  fourth  quarter  was  4  per  cent  lower,  although
traditional  consumer  revenue  declined  by 10 per  cent  year  on  year.  This
demonstrates  a strategic  shift  towards new wave  products with an increase in
revenue of 45 per cent in the quarter.  New wave revenue now  represents  15 per
cent of the total.

The underlying 12 month rolling average  revenue per consumer  household (net of
mobile  termination  charges)  of  GBP251  increased  by GBP1  compared  to last
quarter,  with  increased  broadband  volumes  more than  offsetting  lower call
revenues.  Contracted  revenues  were  67 per  cent  of the  total,  which  is 4
percentage points higher than last year.

Wholesale (UK and Global Carrier) revenue increased by 14 per cent. UK Wholesale
new wave revenue  increased by 44 per cent to GBP298  million,  mainly driven by
broadband and managed services.

Group operating costs before specific items increased by 9 per cent year on year
to GBP4,554  million,  including  the costs from Albacom and Infonet.  Net staff
costs before leaver costs,  and net of own work  capitalised,  increased by GBP6
million to GBP986 million, reflecting higher capital expenditure in the quarter.
Leaver  costs were GBP67  million in the  quarter  (GBP44  million  last  year).
Payments to other  telecommunication  operators increased by 14 per cent year on
year at GBP1,015 million mainly due to the impact of Albacom and Infonet.  Other
operating  costs before specific items increased by GBP211 million mainly due to
increased costs of sales from both organic and inorganic  growth in networked IT
services,  partly  offset  by  cost  savings  from  our  efficiency  programmes.
Depreciation  and  amortisation  increased  by 4 per cent year on year to GBP773
million.

EBITDA  before  specific  items  and  leaver  costs  increased  by 0.9 per cent,
compared to the decline of 0.6 per cent last quarter,  continuing  the improving
trend seen during the year.  Group  operating  profit before  specific items and
leaver costs decreased by 2 per cent to GBP725 million mainly as a result of the
higher depreciation and amortisation.

Net finance costs were GBP101  million,  an improvement of GBP40 million against
last year. The net finance income  associated  with the group's  defined benefit
pension  obligation of GBP63  million was GBP14  million  higher than last year,
which along with the  reduction  in the level of net debt and the lower  implied
interest  rate as a result of the bond  repayments in December and February have
all contributed to the decrease in net finance costs.

Profit before taxation,  specific items and leaver costs increased by 4 per cent
to GBP629 million with the reduction in net finance costs and an increase in the
share of profits of associates  and joint  ventures  offsetting the reduction in
group operating profit.

The  effective tax rate on the profit  before  specific  items was 23.3 per cent
(25.9 per cent last year).  The effective tax rate reflects the continued  focus
on tax efficiency within the group.


Specific items

Specific  items are defined in note 4 on page 26. There was a net charge  before
taxation of GBP55 million in the quarter (GBP17 million credit last year). Costs
of GBP56  million  relating to the  rationalisation  of the  group's  provincial
office  portfolio were incurred in the quarter  (GBP29 million last year).  This
rationalisation  programme is expected to continue throughout the next financial
year giving rise to  additional  rationalisation  costs.  Also included in prior
year specific  items was a GBP46  million  profit on disposal of the non current
asset investment in Intelsat.

Specific  items in the full year were a net  charge  before  taxation  of GBP137
million  (GBP274  million net credit last year).  This  includes a GBP70 million
provision relating to the incremental and directly  attributable costs to create
the new line of business, Openreach, required under the Undertakings agreed with
Ofcom.  Openreach will be reported as a separate line of business from the first
quarter  of next  year.  Property  rationalisation  costs for the full year were
GBP68 million  (GBP59  million last year).  Also included in prior year specific
items was a GBP358 million profit on disposal,  mainly in respect of the sale of
the non current asset investments in Eutelsat, Starhub and Intelsat.

Earnings per share after specific items were 4.7 pence in the quarter (5.2 pence
last year) and 18.4 pence for the full year (21.5 pence last year)


Full year ended March 31, 2006

Revenue  increased by 6 per cent in the year to GBP19,514 million (up 3 per cent
excluding  the  impact  of  reductions  in  mobile  termination  rates  and  the
acquisitions of Albacom and Infonet). The strong growth in new wave business has
continued  and at GBP6,282  million new wave revenue was 38 per cent higher than
last year.  This  strong  growth  more than  offset the  decline in  traditional
revenue of 5 per cent.

We remain  focused on financial  discipline and our cost  efficiency  programmes
achieved savings of over GBP400 million in the full year. This has enabled us to
invest in further growing our new wave activities.  We aim to deliver savings of
at least GBP400 million in each of the next three years.

EBITDA before  specific items was GBP5,517  million,  which was flat compared to
the prior year. Group operating profit before specific items at GBP2,633 million
was 2 per cent lower than the prior year as a result of higher  depreciation and
amortisation.

Our share of profits of associates and joint ventures  before specific items was
GBP16 million (GBP14 million of losses last year).

Net finance costs were GBP472 million,  an improvement of GBP127 million against
last year. The net finance income  associated  with the group's  defined benefit
pension  obligation of GBP254  million was GBP56 million  higher than last year.
Also  included in the current year is a GBP27  million net gain arising from the
fair value movements in, and realised gain arising from the early  redemption of
the US dollar 2008 LG Telecom  convertible  bond.  The reduction in the level of
debt  compared  to the prior year has also  contributed  to the  decrease in net
finance costs.

The group  achieved a profit  before  taxation  and  specific  items of GBP2,177
million,  a 5 per cent  increase,  reflecting  lower  net  finance  costs and an
increased share of profits from joint ventures and associates.

Earnings per share before specific items increased by 4 per cent to 5.1 pence.

The  taxation  charge  for the year was  GBP533  million  on the  profit  before
specific  items,  an  effective  tax rate of 24.5 per cent  (26.0  per cent last
year).

Earnings  per share before  specific  items were 8 per cent higher at 19.5 pence
for the year.


Cash flow and net debt

Net cash from operating  activities in the fourth  quarter  amounted to GBP2,065
million, an increase of GBP146 million primarily as a result of a strong working
capital performance and lower tax payments in the quarter.  Free cash flow was a
net inflow of  GBP1,097  million  in the fourth  quarter  compared  to  GBP1,144
million last year which included  disposal proceeds of GBP62 million relating to
the sale of the non current asset investment in Intelsat. The free cash flow for
the full year  amounted to GBP1,612  million  compared to GBP2,282  million last
year which included  GBP537 million  proceeds from the disposal of  investments,
mainly  being  Eutelsat,  Intelsat and Starhub.  Working  capital  improved by a
further GBP120 million in the year following last year's strong performance.

Cash flows from investing activities were a net cash inflow of GBP105 million in
the fourth quarter  compared to an outflow of GBP387 million last year. Net cash
outflow  relating to the  acquisition of  subsidiaries  in the quarter was GBP55
million principally relating to the acquisition of Atlanet.  This compares to an
outflow of GBP418 million in the prior year which included the  acquisitions  of
Infonet and Albacom.  Interest received was GBP220 million lower principally due
to the impact of swap  restructuring  in the prior  year.  The net  proceeds  of
GBP933 million  arising on the sale of  investments  was used to fund partly the
repayment of maturing debt and the interim  dividend.  The net cash outflow from
capital expenditure, net of disposal proceeds, amounted to GBP792 million in the
quarter compared to GBP735 million last year.

Cash flows from financing  activities were a net outflow of GBP1,399  million in
the fourth  quarter  compared to GBP856  million  last year.  Interest  paid was
GBP147 million lower than last year due to the impact of swap  restructuring  in
the prior  year.  In addition  there was an  increase  of GBP619  million in net
repayments  of  borrowings  compared  to  the  prior  year.  This  is due to the
repayment of maturing debt offset by the issue of an additional  GBP1 billion of
debt in the quarter.

The share buyback  programme  continued with the repurchase of 53 million shares
in the  quarter,  taking the total  value of shares  repurchased  in the year to
GBP348 million.  Net debt was GBP7,534 million at March 31, 2006, a reduction of
GBP579  million  in the  quarter.  Free cash flow and net debt are  defined  and
reconciled in notes 7 and 8 on pages 27 to 29.


Dividends

The board  recommends a final  dividend of 7.6 pence per share to  shareholders,
amounting to GBP632 million. This will be paid, subject to shareholder approval,
on September 11, 2006 to  shareholders  on the register on August 18, 2006.  The
ex-dividend date is August 16, 2006.

The full year  proposed  dividend has increased by 14 per cent to 11.9 pence per
share,  compared to 10.4 pence last year.  This year's dividend pay out ratio is
61 per cent of  earnings  before  specific  items,  compared to 57 per cent last
year.

We continue with our progressive  dividend policy. We expect our payout ratio to
rise to around two thirds of underlying earnings in 2007/08.


Pensions

The IAS 19 net  pension  obligation  at March 31,  2006 was a deficit  of GBP1.8
billion,  net of tax,  being  half the level at March 31,  2005.  This  reflects
strong asset  growth  offset by the impact of longer life  expectancy  and lower
discount  rates.  The BT Pension Scheme had assets of GBP36 billion at March 31,
2006. Detailed IAS 19 disclosures are provided in note 13 on pages 32 to 36.

The  triennial  funding  valuation  at  December  31,  2005 is  currently  being
performed and reviewed in the context of recent regulatory  developments and the
impact of the Crown Guarantee granted on privatisation in 1984.


21st Century Network

Contracts have been signed with the eight 21CN preferred suppliers and the first
equipment orders have been placed against these contracts.

Building  on the  successful  conclusion  to the  second  phase  of  21CN  voice
transformation  trials on strategic  equipment in December 2005, the next phase,
the trial of telephone services over the IP network is scheduled to start before
the end of May 2006.

Operational planning to migrate customers to the 21CN in Cardiff, which will see
the first live operation of 21CN in November  2006, is well advanced.  Following
successful  implementation  in Cardiff,  and following a comprehensive  industry
review,  BT  will  proceed  to  a  national  migration  programme.  Through  the
communication  forum  Consult 21, BT, in close  consultation  with  industry and
Ofcom,  is agreeing  detailed  migration plans for the entirety of the migration
period.


Line of business results

We reviewed our internal trading arrangements and with effect from April 1, 2005
have made changes to simplify our internal trading and drive synergies.  We have
restated  the  comparative  line  of  business  results  to  assist  readers  in
understanding  the year on year  performance.  There is no change to the overall
group reported results.

The main changes are the transfer of BT's UK Major Business  operations  into BT
Global  Services from BT Retail and Field Services being moved from BT Retail to
BT Wholesale, in anticipation of the creation of Openreach.


Openreach

Openreach  was  launched  on  January  21,  2006.  We will  have  completed  the
separation,   configuration  and  implementation  of  financial   reporting  and
operational  systems to facilitate  the reporting of the results of Openreach by
the first quarter of the year ending March 31, 2007.  This is in accordance with
the timetable specified by the Undertakings.

On May 31, 2006 the Equality of Access Board, a board  committee  established by
BT as required  by the  undertakings  to Ofcom,  will  publish its first  annual
report on BT's compliance with and delivery of its Undertakings.


Outlook

Our  performance  underpins our confidence that we can continue to grow revenue,
EBITDA,  earnings per share and dividends  over the coming year.  Revenue growth
will continue to be fuelled by new wave services; the EBITDA improvement will be
driven by the continued growth in BT Retail's  profitability and an acceleration
through the year of the EBITDA growth in BT Global Services.

We are confident in our ability to improve shareholder returns and accelerate
the strategic transformation of the business.
_________________________________________________________________


The Annual Report and Form 20-F is expected to be published on May 31, 2006. The
Annual General Meeting of BT Group plc will be held at Barbican  Centre,  London
on July 12, 2006.





BT Retail

                                                          

                     Fourth quarter ended March 31                Year ended
                                                                    March 31
                      ---------------------------                 ------------
                 2006     2005*       Better (worse)             2006     2005*
                 GBPm     GBPm           GBPm          %         GBPm     GBPm

Revenue         2,123    2,149           (26)        (1)        8,452    8,698
Gross margin      613      597            16          3         2,354    2,354
SG&A before       391      385            (6)        (2)        1,541    1,576
leaver costs
EBITDA before     222      212            10          5           813      778
leaver costs
Leaver costs        9       15             6         40            22       24
EBITDA            213      197            16          8           791      754
Depreciation
and                38       38             -          -           147      147
amortisation
Operating         175      159            16         10           644      607
profit

Capital            53       54             1          2           153      170
expenditure




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


BT Retail's EBITDA before leaver costs was 5 per cent higher than last year. For
the third  consecutive  quarter EBITDA has grown and the rate of revenue decline
has slowed.  Gross margins  increased by 1.1 percentage  points  compared to the
prior year due to improved margin management. This more than compensated for the
1 per cent decline in revenues.  Combined with lower leaver costs,  the improved
performance has led to an increase in operating  profit of 10 per cent to GBP175
million. Traditional revenue declined by 6 per cent whilst new wave revenue grew
by 31 per cent, driven primarily by broadband and mobility. New wave revenue was
19 per cent of total revenue in the quarter, up from 14 per cent last year.

Broadband  revenue  grew  by 35 per  cent  to  GBP202  million  with  BT  Retail
connections at 31 March growing to 2,584,000,  an increase of 11 per cent in the
quarter.  We achieved a 31 per cent market share of broadband net additions (DSL
plus LLU) in the  fourth  quarter  following  the  re-launch  of the  simplified
broadband tariffs and updated  advertising  campaigns in October 2005.  Consumer
broadband net additions were 227,000 for the quarter, and we have seen a growing
shift in the  proportion of customers  opting for higher value packages over the
quarter.

Revenue from mobility  services  increased by 18 per cent to GBP39  million.  BT
Fusion,  is still  the only  intelligent  mobile  service  that  switches  calls
seamlessly  to a  broadband  line  when  the  user is at home or in the  office,
offering  customers the  convenience of mobile in combination  with the cost and
quality advantages of a fixed-line phone. BT Fusion connections continue to rise
following the launch of the market  leading V3B (Motorola  RAZR) handset and the
launch of a BT Fusion  proposition  for the business market in February 2006. BT
Fusion has now attracted over 30,000 connections since the launch.

We  have  had  success  with  new   value-added   initiatives  to  our  customer
propositions.  BT Privacy has more than 3.7  million  registered  customers,  an
increase of 30 per cent from last quarter. Following its launch in October 2005,
more than one million  customers have  registered to have their Friends & Family
calling circle  automatically  updated to ensure that the numbers they dial most
frequently attract maximum  discounts.  BT Text service on fixed lines, with Tom
Baker as the distinctive  voice of BT Text until the end of April, has increased
the volume of text messages  sent by an impressive  530 per cent compared to the
prior year. As at 31 March 2006,  268,000 BT customers  were  registered for the
service and around 1.2 million text messages were being sent to landlines  every
week, a year on year increase of 145 per cent.

We are playing a lead role in the  development  of internet  telephony  or Voice
over IP (VoIP), having a rich product offering including: BT Communicator, which
enables  customers to make voice calls over the  internet  using a PC or laptop;
and Broadband Talk,  enabling customers to make and receive broadband calls on a
second line, using an ordinary touch-tone telephone.

We will shortly be introducing a range of converged next generation  services to
help make life simpler and better for our  customers.  At the heart of this will
be the BT Hub,  which will enable  wireless  networking for all the family's PCs
and laptops, voice calls over broadband, video telephony, high definition voice,
monitoring  services and remote  diagnostics.  Work also continues on BT Vision,
which is due to launch in the autumn.

BT  Openzone  is one of the leading  providers  of Wi-Fi  services in the UK and
Ireland.  Recently awarded the Brainheart European Wi-Fi award in recognition of
its  contribution to the growth of the European Wi-Fi  industry,  we operate our
own  network  of high  quality  sites  and  offer  more  wholesale  and  roaming
connections than any other UK Wi-Fi network operator.  We have already built the
Openzone  network in Westminster  and Cardiff and have announced  plans to Wi-Fi
enable twelve further  cities by the end of 2006.  Our customers  currently have
access to more than 8,400  hotspots  throughout the UK and Ireland and more than
30,000 globally.




BT Wholesale

                                                          

                          Fourth quarter ended March 31              Year
                                                                ended March 31
                           ---------------------------           -------------
                2006     2005*       Better (worse)             2006      2005*
                GBPm     GBPm          GBPm          %          GBPm      GBPm

External       1,111      973           138         14         4,226     3,820
revenue
Internal       1,233    1,314           (81)        (6)        5,006     5,275
revenue
Revenue        2,344    2,287            57          2         9,232     9,095
Variable cost    567      509           (58)       (11)        2,201     2,162
of sales
Gross          1,777    1,778            (1)         -         7,031     6,933
variable
profit
Network and
SG&A before      788      791             3          -         3,103     3,007
leaver costs
EBITDA before    989      987             2          -         3,928     3,926
leaver costs
Leaver costs      26        3           (23)        n/m           34        62
EBITDA           963      984           (21)        (2)        3,894     3,864
Depreciation     516      485           (31)        (6)        1,902     1,914
and
amortisation
Operating        447      499           (52)       (10)        1,992     1,950
profit

Capital          591      442          (149)       (34)        2,013     1,981
expenditure
=============  =======  =======      =======  =========      =======  ========



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


BT Wholesale  revenue in the fourth quarter of GBP2,344  million  increased by 2
per cent,  driven by external revenue growth of 14 per cent,  reflecting  strong
revenue growth in broadband, wholesale line rental and managed network services.
External  revenue  from new wave  services  increased  by 44 per cent to  GBP298
million and now accounts for 27 per cent of external  revenue compared to 21 per
cent last year.

Internal revenue declined by 6 per cent to GBP1,233 million due to the impact of
lower volumes of calls and lines and lower regulatory  prices being reflected in
internal  charges  partially  offset by strong  growth from  internal  broadband
revenue.

Gross variable profit at GBP1,777  million was flat,  largely as a result of the
change in sales mix and decline in traditional products.  Cost savings have been
more than  offset by the  significantly  increased  levels  of  activity  in the
network due to growth in broadband and local loop unbundling.  Overall, this has
delivered a GBP2  million  increase in EBITDA  before  leaver  costs.  Increased
leaver  payments and higher  depreciation  as a result of the increased  capital
expenditure  to prepare for the 21CN,  have resulted in a 10 per cent decline in
operating profit.

Capital  expenditure  in the  quarter  was 34 per cent  higher  than  last  year
reflecting the increased  investment in the 21CN and  expenditure on new systems
to ensure compliance with the Undertakings agreed with Ofcom for the creation of
Openreach.  Investment in legacy network technologies continues to be lower than
last year.


Following  successful end user trials,  BT Movio, a wholesale  service providing
mobile  operators  with TV and radio  channels  to mobile  handsets,  is set for
commercial launch later this year. BT Movio will provide consumers with a simple
to use and reliable digital TV and radio service.  In February we announced that
Virgin will be the first mobile operator to offer the service to its customers.




BT Global Services

                                                          

                       Fourth quarter ended March 31                Year ended
                                                                     March 31
                        ---------------------------               -------------
                 2006     2005*       Better (worse)             2006     2005*
                 GBPm     GBPm          GBPm        %            GBPm     GBPm

Revenue         2,369    2,160           209         10         8,632    7,488
EBITDA before
leaver            332      316            16          5         1,050    1,020
costs
Leaver costs       21       15            (6)       (40)           49       59
EBITDA            311      301            10          3         1,001      961
Depreciation
and               168      148           (20)       (14)          638      550
amortisation
Operating         143      153           (10)        (7)          363      411
profit

Capital           220      159           (61)       (38)          702      605
expenditure
=============   =======  =======      =======  =========       =======  =======



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


BT Global  Services  generated  strong  revenue  growth in the  fourth  quarter,
increasing  by 10 per cent to GBP2,369  million.  Underlying  growth,  excluding
acquisitions,  was 5 per cent, driven by the continued expansion of networked IT
services both in the UK and globally  whilst  traditional  revenues  continue to
decline.  Multi Protocol Label  Switching  (MPLS) grew 43 per cent year on year.
Order intake  remained  healthy with  networked IT services  contract  orders of
GBP1.1  billion,  resulting  in orders of GBP5.4  billion  over the last  twelve
months of which more than 20 per cent was generated outside the UK.

EBITDA  before leaver costs  increased  year on year by GBP16  million.  Further
growth  in new wave  profitability,  including  the  effect of the  Infonet  and
Albacom  acquisitions,  more than offset the decline in EBITDA experienced in UK
traditional  products,  including  migration to IPVPNs sold to UK corporates and
further reductions in dial IP due to broadband substitution. Higher depreciation
costs,  partly due to the  acquisitions,  together  with  higher  leaver  costs,
resulted in a fall in operating profit of GBP10 million.

Capital  expenditure  in the quarter at GBP220 million rose by GBP61 million due
to extra network investment outside the UK, including expenditure in Infonet and
Albacom.

BT is playing a critical role in the  transformation  of patient care within the
NHS. At the Royal Cornwall Hospitals NHS Trust in Truro, it introduced the first
system of its kind in a UK  hospital  that  allows  staff to contact  each other
instantly anywhere in the hospital through a voice-activated, wearable badge.

BT  continues  to build on its  successes  with its  contracts  for NHS National
Programme for Information  Technology.  On N3, the NHS broadband network, BT had
installed  more  than  14,000  connections  at  March  31,  2006 and is ahead of
schedule to hit its target of 18,000 connections by March 2007.

Spine,  the  world's  largest  transactional   database  which  facilitates  the
effective storage and management of electronic care records,  had around 200,000
registered users at March 31, 2006.

As the London local service  provider,  BT has already delivered its first major
acute patient  administration system at Queen Mary's Hospital Sidcup, as well as
community  health  systems to two primary care trusts.  It has also completed 50
per cent of its roll out of  Picture  Archiving  and  Communications  Systems  -
systems which enable X-rays and scans to be stored,  displayed,  transmitted and
archived electronically, rather than being printed onto film - and has delivered
43 GP systems, two pharmacy stock control systems and two pathology systems.




GROUP INCOME STATEMENT

for the three months ended March 31, 2006

                                                                 

                                      Before specific      Specific      Total
                                                items         items
                                                            (note 4)
             (unaudited)   Notes                 GBPm          GBPm       GBPm
 ------------------------- ------            ----------   -----------  ---------

Revenue                        2                5,134             -      5,134
Other operating income                             78             -         78
Operating costs                3               (4,554)          (56)    (4,610)
Operating profit               2                  658           (56)       602

Finance costs                                    (640)            -       (640)
Finance income                                    539             -        539
Net finance costs              5                 (101)            -       (101)

Share of post tax profits
of associates and joint
ventures                                            5             -          5

Profit on disposal of
joint venture                                       -             1          1

Profit before taxation                            562           (55)       507

Taxation                                         (131)           16       (115)

Profit for the period
attributable to equity
shareholders                                      431           (39)       392

Attributable to:
Equity shareholders                               430           (39)       391
Minority interests                                  1             -          1

Earnings per share             6
              - basic                             5.1p                     4.7p
              - diluted                           5.1p                     4.6p
 -------------------------  ------           ----------   -----------  ---------


GROUP INCOME STATEMENT

for the three months ended March 31, 2005


                                      Before specific      Specific      Total
                                                items         items
                                                            (note 4)
             (unaudited)   Notes                 GBPm          GBPm       GBPm
 ------------------------- ------            ----------   -----------  ---------

Revenue                        2                4,820             -      4,820
Other operating income                             39            46         85
Operating costs                3               (4,164)          (29)    (4,193)
Operating profit               2                  695            17        712

Finance costs                                    (689)            -       (689)
Finance income                                    548             -        548
Net finance costs              5                 (141)            -       (141)

Share of post tax profits
of associates and joint
ventures                                            6             -          6

Profit before taxation                            560            17        577

Taxation                                         (145)            8       (137)

Profit for the period
attributable to equity
shareholders                                      415            25        440

Earnings per share             6
              - basic                             4.9p                     5.2p
              - diluted                           4.8p                     5.1p
 -------------------------  ------           ----------   -----------  ---------


GROUP INCOME STATEMENT

for the year ended March 31, 2006


                                    Before specific      Specific       Total
                                              items         items
                                                          (note 4)
                          Notes                GBPm          GBPm       GBPm
 ------------------------ ------          -----------    ----------  ---------

Revenue                       2              19,514             -     19,514
Other operating income                          227             -        227
Operating costs               3             (17,108)         (138)   (17,246)
Operating profit              2               2,633          (138)     2,495

Finance costs                                (2,740)            -     (2,740)
Finance income                                2,268             -      2,268
Net finance costs             5                (472)            -       (472)

Share of post tax profits
of associates and joint
ventures                                         16             -         16

Profit on disposal of
joint venture                                     -             1          1

Profit before taxation                        2,177          (137)     2,040

Taxation                                       (533)           41       (492)

Profit for the year                           1,644           (96)     1,548

Attributable to:
Equity shareholders                           1,643           (96)     1,547
Minority interests                                1             -          1

Earnings per share            6
             - basic                           19.5p                    18.4p
             - diluted                         19.2p                    18.1p
 ------------------------  ------         -----------    ----------    ---------


GROUP INCOME STATEMENT

for the year ended March 31, 2005

                                Before specific items Specific items      Total
                                                             (note 4)
                          Notes                  GBPm           GBPm       GBPm
 ------------------------ ------             ----------    -----------  --------

Revenue                       2                18,429              -     18,429
Other operating income                            193            358        551
Operating costs               3               (15,929)           (59)   (15,988)
Operating profit              2                 2,693            299      2,992

Finance costs                                  (2,773)             -     (2,773)
Finance income                                  2,174              -      2,174
Net finance costs             5                  (599)             -       (599)

Share of post tax losses
of associates and joint
ventures                                          (14)           (25)       (39)

Profit before taxation                          2,080            274      2,354

Taxation                                         (541)            16       (525)

Profit for the year                             1,539            290      1,829

Attributable to:
Equity shareholders                             1,540            290      1,830
Minority interests                                 (1)             -         (1)

Earnings per share            6
             - basic                             18.1p                     21.5p
             - diluted                           17.9p                     21.3p
 ------------------------  ------            ----------    -----------  --------






GROUP STATEMENT OF RECOGNISED INCOME AND EXPENSE

for the year ended March 31, 2006

                                                                  

                                                         Year ended March 31
                                                       2006             2005
                                                       GBPm             GBPm

Profit for the year                                   1,548            1,829

Actuarial gains on defined benefit pension            2,122              294
obligations
Net movement on cash flow hedges                       (200)               -
Exchange differences on translation of foreign
operations                                               24               27
Tax on items taken directly to equity                  (588)             (79)

Net gains recognised directly in equity               1,358              242

Total recognised income for the year                  2,906            2,071

Attributable to:
Equity shareholders                                   2,905            2,072
Minority interests                                        1               (1)
                                                      2,906            2,071




The group has adopted  IAS 32 and IAS 39,  with  effect from April 1, 2005.  The
adoption  of IAS 32 and IAS 39 has  resulted in a decrease in equity at April 1,
2005 of GBP209 million (net of deferred  tax), of which GBPnil was  attributable
to minority interests.




GROUP CASH FLOW STATEMENT

for the three months and year ended March 31, 2006

                                                                 

                                  Fourth quarter                     Year
                                  ended March 31                ended March 31
                               2006           2005            2006         2005
                                   (unaudited)
                               GBPm           GBPm            GBPm         GBPm

Cash flow from operating
activities
Cash generated from
operations                   2,138          2,076           5,777        5,906
(note 7 (a))
Income taxes paid              (73)          (157)           (390)        (332)
Net cash inflow from
operating                    2,065          1,919           5,387        5,574
activities

Cash flow from investing
activities
Net acquisition of
subsidiaries, associates       (55)          (418)           (167)        (418)
and
joint ventures
Net purchase of property,
plant, equipment              (792)          (735)         (2,874)      (2,945)
and software
Interest received               19            239             185          374
Net sale of short term
investments and non            933            527           3,221        1,249
current asset investments
Net cash received (used)
in                             105           (387)            365       (1,740)
investing activities

Cash flows from financing
activities
Repurchase of ordinary
share                         (106)           (63)           (339)        (193)
capital
Net repayments of
borrowings                    (740)          (121)         (2,946)      (1,292)
and derivatives
Interest paid                 (195)          (342)         (1,086)      (1,260)
Equity dividends paid         (358)          (330)           (907)        (784)
Net cash used in financing
activities                  (1,399)          (856)         (5,278)      (3,529)

Effects of exchange rate
changes                          -             20               -            -
Net increase in cash and
cash                           771            696             474          305
equivalents

Cash and cash equivalents
at                           1,013            614           1,310        1,005
beginning of
period

Cash and cash equivalents,
net
of bank overdrafts, at end   1,784          1,310           1,784        1,310
of period (note 7 (c))

Free cash flow (note 7       1,097          1,144           1,612        2,282
(b))

Decrease in net debt from
cash                           578            333             199          887
flows (note 8 (b))






GROUP BALANCE SHEET

at March 31, 2006

                                                                    

                                              March 31 2006     March 31 2005
                                                       GBPm              GBPm

Non current assets
Goodwill and other intangible assets                  1,641             1,254
Property, plant and equipment                        15,489            15,391
Other non current assets                                 84               133
Deferred tax assets                                     764             1,434
                                                     17,978            18,212

Current assets
Inventories                                             124               106
Trade and other receivables                           4,199             4,269
Other financial assets                                  434             3,634
Cash and cash equivalents                             1,965             1,312
                                                      6,722             9,321

Total assets                                         24,700            27,533

Current liabilities
Loans and other borrowings                            1,940             4,261
Trade and other payables                              6,540             6,763
Other current liabilities                             1,000             1,080
                                                      9,480            12,104

Total assets less current liabilities                15,220            15,429

Non current liabilities
Loans and other borrowings                            7,995             7,744
Deferred tax liabilities                              1,505             1,715
Retirement benefit obligations                        2,547             4,807
Other non current liabilities                         1,566             1,068
                                                     13,613            15,334
Capital and reserves
Called up share capital                                 432               432
Reserves                                              1,123              (387)
Total equity shareholders' funds                      1,555                45
Minority interests                                       52                50
Total equity                                          1,607                95
                                                     15,220            15,429





NOTES


1 Basis of preparation


The  preliminary  results for the year ended March 31, 2006 have been  extracted
from the  audited  consolidated  financial  statements  which  have not yet been
delivered to the  Registrar of Companies but are expected to be published on May
31, 2006.

The  financial  information  set out in this  announcement  does not  constitute
statutory  accounts  for the year ended  March 31, 2006 or 2005.  The  financial
information  for the year ended  March 31,  2006 is derived  from the  statutory
accounts  for  that  year and the  comparative  financial  information  has been
restated  as a result  of the  adoption  of  International  Financial  Reporting
Standards (IFRS) as described below. The report of the auditors on the statutory
accounts for the year ended March 31, 2006 was unqualified and did not contain a
statement under section 237 of the Companies Act 1985.

BT Group plc (the  group) is  required  to prepare  its  consolidated  financial
statements in accordance with  International  Financial  Reporting  Standards as
adopted for use by the European  Union,  with effect from April 1, 2005. On July
28,  2005 the group  issued  its  first  quarter  results  which  also  included
appendices  presenting  and  explaining  the  consolidated  results of the group
restated  from UK GAAP  onto an IFRS  basis.  It also  includes  details  of the
group's principal  accounting policies under IFRS and the financial  information
set out in these preliminary  results has been prepared in accordance with those
accounting   policies.   The  directors  have  applied  those  policies  in  the
preparation of the  consolidated  financial  statements for the year ended March
31, 2006.  We have changed to a net basis of  presentation  for revenue  arising
from calls to certain of our premium rate services, further details of which are
provided in note 12. The group has adopted IAS 39 and IAS 32 prospectively  from
April 1, 2005.  The  adoption of IAS 32 and IAS 39 has resulted in a decrease in
equity at April 1, 2005 of GBP209 million, net of deferred tax.




2 Results of businesses

                                                              

(a)                Operating results - primary reporting segments

                       External  Internal    Group   EBITDA        Operating
                       revenue   revenue   revenue      (ii)  profit (loss) (ii)
                          GBPm      GBPm      GBPm     GBPm         GBPm

Fourth quarter ended
March 31, 2006

BT Retail                2,032        91     2,123      213          175
BT Wholesale             1,111     1,233     2,344      963          447
BT Global Services       1,986       383     2,369      311          143
Other                        5         -         5      (56)        (107)
Intra-group items (i)        -    (1,707)   (1,707)       -            -
               Total     5,134         -     5,134    1,431          658

Fourth quarter ended
March 31, 2005
(restated - see below)
BT Retail                2,066        83     2,149      197          159
BT Wholesale               973     1,314     2,287      984          499
BT Global Services       1,775       385     2,160      301          153
Other                        6         -         6      (42)        (116)
Intra-group items (i)        -    (1,782)   (1,782)       -            -
               Total     4,820         -     4,820    1,440          695

Year ended
March 31, 2006
BT Retail                8,119       333     8,452      791          644
BT Wholesale             4,226     5,006     9,232    3,894        1,992
BT Global Services       7,151     1,481     8,632    1,001          363
Other                       18         -        18     (169)        (366)
Intra-group items (i)        -    (6,820)   (6,820)       -            -
               Total    19,514         -    19,514    5,517        2,633

Year ended
March 31, 2005
(restated - see below)
BT Retail                8,430       268     8,698      754          607
BT Wholesale             3,820     5,275     9,095    3,864        1,950
BT Global Services       6,154     1,334     7,488      961          411
Other                       25         -        25      (42)        (275)
Intra-group items (i)        -    (6,877)   (6,877)       -            -
               Total    18,429         -    18,429    5,537        2,693



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

(ii) Before specific items.


We have reviewed our internal trading arrangements and with effect from April 1,
2005 have made changes to simplify our internal trading and drive synergies.  We
have  restated the  comparative  line of business  results to assist  readers in
understanding  the year on year  performance.  There is no change to the overall
group reported results.




2 Results of businesses continued

(b) Revenue analysis

                                                         

                          ------------------------               -------------
                             Fourth quarter ended                 Year ended
                                   March 31                        March 31
                         ------------------------                -------------
                      2006      2005   Better (worse)           2006      2005
                      GBPm      GBPm      GBPm        %         GBPm      GBPm

Traditional          3,283     3,374      (91)      (3)       13,232    13,879
New wave             1,851     1,446      405       28         6,282     4,550
                     5,134     4,820      314        7        19,514    18,429

Major Corporate      1,922     1,693      229       14         6,880     5,936
Business               587       601      (14)      (2)        2,324     2,442
Consumer             1,312     1,373      (61)      (4)        5,296     5,599
Wholesale/Carrier    1,308     1,147      161       14         4,996     4,427
Other                    5         6       (1)     (17)           18        25
                     5,134     4,820      314        7        19,514    18,429

(c)                New wave revenue analysis

                           ------------------------             -------------
                             Fourth quarter ended           Year ended March 31
                                  March 31
                          ------------------------              -------------
                        2006     2005   Better (worse)         2006       2005
                        GBPm     GBPm     GBPm      %          GBPm       GBPm

Networked IT services  1,214      995      219     22         4,065      3,066
Broadband                421      292      129     44         1,459        930
Mobility                  82       58       24     41           292        205
Other                    134      101       33     33           466        349
                       1,851    1,446      405     28         6,282      4,550


(d)  Capital expenditure(1) on property, plant, equipment, software and motor
     vehicles:

                              ------------------------           -------------
                                 Fourth quarter ended        Year ended March 31
                                     March 31
                              ------------------------           -------------
                           2006    2005   Better (worse)        2006      2005
                           GBPm    GBPm    GBPm       %         GBPm      GBPm

BT Retail                    53      54       1       2          153       170
BT Wholesale
Access                      227     225      (2)     (1)         950     1,036
Switch                        5      14       9      64           32       100
Transmission                 43      62      19      31          186       230
Products/systems support    316     141    (175)   (124)         845       615
                            591     442    (149)    (34)       2,013     1,981

BT Global Services          220     159     (61)    (38)         702       605
Other (including fleet
vehicles and property)      109      89     (20)    (22)         274       255
                  Total     973     744    (229)    (31)       3,142     3,011



(1)Capital expenditure, which is recognised on an accruals basis, includes
   computer software which is classified within intangible assets.




3                  Operating costs

                                                                

                                          Fourth quarter          Year ended
                                              ended
                                            March 31               March 31
                                         2006      2005         2006      2005
                                         GBPm      GBPm         GBPm      GBPm

Net staff costs1 before leaver costs      986       980        3,933     3,666
Leaver costs                               67        44          133       166
Net staff costs                         1,053     1,024        4,066     3,832
Depreciation and amortisation             773       745        2,884     2,844
Payments to telecommunication           1,015       893        4,045     3,725
operators
Other operating costs                   1,713     1,502        6,113     5,528
Total before specific items             4,554     4,164       17,108    15,929
Specific items (note 4)                    56        29          138        59
                              Total     4,610     4,193       17,246    15,988



1  Net staff costs comprise gross staff costs less own work capitalised.


4                    Specific items

BT will  continue to  separately  identify  and disclose any material one off or
unusual items (termed  "specific  items").  This is consistent with the way that
financial  performance  is  measured  by  management  and we believe  assists in
providing a meaningful  analysis of the trading results of the group.  "Specific
items"  may not be  comparable  to  similarly  titled  measures  used  by  other
companies.  Items  which  have been  considered  material  one off or unusual in
nature include disposals of businesses and investments,  business  restructuring
and property rationalisation programmes. Specific items were previously referred
to as exceptional items under UK GAAP.



                                                                

                                          Fourth quarter ended     Year ended
                                                March 31            March 31
                                            2006       2005       2006    2005
                                            GBPm       GBPm       GBPm    GBPm

Operating costs (income)
Creation of Openreach                          -          -         70       -
Property rationalisation costs                56         29         68      59
Profit on sale of non current asset
investments                                    -        (46)         -    (358)
Specific net operating costs (income)         56        (17)       138    (299)
Impairment of assets in joint ventures         -          -          -      25
Profit on sale of joint ventures              (1)         -         (1)      -
Total specific items before tax               55        (17)       137    (274)


5 Net finance costs
                                         Fourth quarter           Year ended
                                             ended
                                            March 31               March 31
                                         2006      2005         2006      2005
                                         GBPm      GBPm         GBPm      GBPm

Finance costs1 before pension             186       259          924     1,053
interest
Interest on pension scheme                454       430        1,816     1,720
liabilities
Finance costs                             640       689        2,740     2,773

Finance income2 before pension income     (22)      (69)        (198)     (256)
Expected return on pension scheme
assets                                   (517)     (479)      (2,070)   (1,918)
Finance income                           (539)     (548)      (2,268)   (2,174)

Net finance costs                         101       141          472       599



1  Finance costs in the fourth quarter and year ended March 31, 2006 include a
   GBP4 million net credit and GBP8 million net charge, respectively, arising
   from the re-measurement of financial instruments which are not in hedging
   relationships on a fair value basis.

2  Finance income for the year ended March 31, 2006 includes the fair value
   movement in, and realised gain arising from, the early redemption of the US
   dollar 2008 LG Telecom convertible bond amounting to GBP27 million.


6                    Earnings per share

Basic  earnings per share is 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 number of
shares in the periods were:




                                                              

                           Fourth quarter                     Year ended
                           ended March 31                       March 31
                          2006         2005                2006          2005
                          Millions of shares              Millions of shares

Basic                    8,354        8,493               8,422         8,524
Diluted                  8,473        8,576               8,537         8,581







7 (a) Reconciliation of profit to cash generated from operations

                                                                

                                           Fourth quarter         Year ended
                                           ended March 31          March 31
                                           2006     2005         2006     2005
                                           GBPm     GBPm         GBPm     GBPm

Profit before tax                           507      577        2,040    2,354
Depreciation and amortisation               773      745        2,884    2,844
Associates and joint ventures                (5)      (6)         (16)      39
Net finance costs                           101      141          472      599
Profit on disposal of property
assets and non                                -      (24)           -     (358)
current asset investments
Changes in working capital                  705      620          120      253
Provisions movements, pensions
and other                                    57       23          277      175
Cash generated from operations            2,138    2,076        5,777    5,906


7 (b) Free cash flow
                                          Fourth quarter        Year ended
                                          ended March 31          March 31
                                          2006     2005         2006      2005
                                          GBPm     GBPm         GBPm      GBPm

Cash generated from operations           2,138    2,076        5,777     5,906
Income taxes paid                          (73)    (157)        (390)     (332)
Net cash inflow from operating
activities                               2,065    1,919        5,387     5,574
Included in cash flows from investing
activities
Net purchase of property, plant,
equipment                                 (792)    (735)      (2,874)   (2,945)
and software
Net sale (purchase) of non current
asset investments                            -       62           (1)      537
Dividends received from associates           -        1            1         2
Interest received                           19      239          185       374
Included in cash flows from financing
activities
Interest paid                             (195)    (342)      (1,086)   (1,260)
Free cash flow                           1,097    1,144        1,612     2,282




Free cash flow is defined as the net increase in cash and cash  equivalents less
cash  flows  from  financing  activities  (except  interest  paid)  and less the
acquisition or disposal of group  undertakings.  It is not a measure  recognised
under  IFRS  but is a key  indicator  used by  management  in  order  to  assess
operational performance.




(c) Cash and cash equivalents

                                                                     

                                                               At March 31
                                                         2006             2005
                                                         GBPm             GBPm

Cash at bank and in hand                                  511              206
Short term deposits                                     1,454            1,106
Cash and cash equivalents                               1,965            1,312
Bank overdrafts                                          (181)              (2)
                                                        1,784            1,310




8 Net debt

Net debt at March 31,  2006 was  GBP7,534  million  (March  31,  2005 - GBP7,893
million)

Net  debt  consists  of  borrowings  less  financial  assets  and  cash and cash
equivalents.  Borrowings  are measured as the net proceeds  raised,  adjusted to
amortise any discount over the term of the debt.  Financial  assets and cash and
cash  equivalents  are measured at the lower of cost and net  realisable  value.
Currency  denominated  balances  within net debt are  translated  to sterling at
swapped rates where hedged.

This  definition of net debt  measures  balances at the future cash flows due to
arise on  maturity of  financial  instruments  and  removes  the  balance  sheet
adjustments made from the re-measurement of hedged risks under fair value hedges
and  the  use of the  amortised  cost  method  that is  required  by IAS 39.  In
addition,   the  gross   balances  are  adjusted  to  take  account  of  netting
arrangements.  It is  not a  measure  recognised  under  IFRS  but  is  used  by
management in order to assess operational performance.





(a) Analysis

                                                                     

                                                                 At March 31
                                                                2006      2005
                                                                GBPm      GBPm

Loans and other borrowings                                     9,935    12,005
Cash and cash equivalents                                     (1,965)   (1,312)
Other current financial assets1                                 (365)   (3,491)
                                                               7,605     7,202
Adjustments:
To retranslate currency denominated balances at swapped
rates where hedged                                               121       691

To recognise investments and borrowings at net proceeds and
unamortised discount                                            (192)        -
Net debt                                                       7,534     7,893



After  allocating  the element of the  adjustments  which impact loans and other
borrowings,  gross debt at March 31, 2006 was GBP9,686 million (March 31, 2005 -
GBP12,696 million).

1  Excluding derivative financial instruments of GBP69 million and GBP143
   million at March 31, 2006 and March 31, 2005, respectively.





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

                                                               

                                       Fourth quarter ended        Year ended
                                             March 31              March 31
                                         2006       2005        2006     2005
                                         GBPm       GBPm        GBPm     GBPm

Net debt at beginning of period         8,113      8,046       7,893    8,530
Decrease in net debt resulting from
cash flows                               (578)      (333)       (199)    (887)
Net debt assumed or issued on
acquisitions                               (1)       159           -      159
Currency movements                        (10)       (18)        (75)       2
Other non-cash movements                   10         39         (85)      89
Net debt at end of period               7,534      7,893       7,534    7,893






9 Changes in equity

                                                                     

                                                                  Year ended
                                                                    March 31
                                                                2006      2005
                                                                GBPm      GBPm

Shareholders' funds (deficit)                                     45    (1,085)
Minority interests                                                50        46
                                                                  95    (1,039)
Effect of adoption of IAS 32 and IAS 39 (net of deferred tax)   (209)        -

Deficit at beginning of year                                    (114)   (1,039)

Total recognised income for the year                           2,906     2,071
Share based payments                                              65        20
Issues of shares                                                   4         1
Net purchase of treasury shares                                 (344)     (176)
Dividends on ordinary shares                                    (912)     (786)
Movement in minority interest                                      2         4
Net changes in equity for the financial year                   1,721     1,134

Equity at end of year
Shareholders' funds                                            1,555        45
Minority interests                                                52        50
Total equity                                                   1,607        95






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

                                                                

                                 Fourth quarter ended       Year ended March 31
                                        March 31
                                    2006       2005            2006       2005
                                    GBPm       GBPm            GBPm       GBPm

Operating profit                     602        712           2,495      2,992
Specific items (note 4)               56        (17)            138       (299)
Depreciation and amortisation
(note 3)                             773        745           2,884      2,844
EBITDA before specific items       1,431      1,440           5,517      5,537



Earnings before  interest,  taxation,  depreciation  and  amortisation  (EBITDA)
before  specific items is not a measure  recognised  under IFRS, but it is a key
indicator used by management in order to assess operational performance.


11 Dividends

The directors  recommend a final dividend of 7.6 pence per share (6.5 pence last
year). This will be paid, subject to shareholder approval, on September 11, 2006
to  shareholders  who were on the  register  at  August  18,  2006.  This  final
dividend,  amounting to GBP632 million  (GBP551  million last year) has not been
included  as a  liability  as at March 31,  2006.  It will be  recognised  as an
appropriation of retained  earnings within  shareholders'  equity in the quarter
ended September 30, 2006. This takes the total proposed  dividend in relation to
the year to 11.9 pence per share (10.4 pence last year).

12 Change in presentation

The group has  historically  recognised  all revenue  arising  from calls to our
premium  rate  numbers  on a gross  basis,  with  amounts  paid  to the  service
providers recorded separately within operating costs. In light of the transition
to IFRS and changing market practice we have reviewed the  presentation of these
arrangements.  We have changed our  presentation  to a net basis for those calls
where we provide basic  transmission and  connectivity  services only. For calls
where  we add  value  by  providing  interactivity  and a more  significant  and
valuable  part of the  service,  the  associated  revenue  will  continue  to be
reported on a gross basis.

Whilst  reducing  revenue and  operating  costs this change has had no impact on
reported  profit,  cash flows or the  balance  sheet.  The impact on revenue and
operating  costs was GBP64  million for the  quarter and GBP235  million for the
year ended March 31, 2006.  The impact on revenue and operating  costs was GBP50
million and GBP194 million for the fourth quarter and year ended March 31, 2005,
respectively, as shown below.




Re-presentation of revenue for the fourth quarter and year ended March 31, 2005

                                                                

                            Fourth quarter ended                 Year ended
                               March 31, 2005                 March 31, 2005
                        As previously         As       As previously        As
                             reported  Adjusted             reported  Adjusted
                                 GBPm      GBPm                 GBPm      GBPm

Revenue by line of business
BT Retail                       2,080     2,066                8,490     8,430
BT Wholesale                      973       973                3,820     3,820
BT Global Services              1,811     1,775                6,288     6,154
Other                               6         6                   25        25
                                4,870     4,820               18,623    18,429
Revenue by product
Traditional                     3,424     3,374               14,073    13,879
New wave                        1,446     1,446                4,550     4,550
                                4,870     4,820               18,623    18,429
Revenue by line of business
Consumer                        1,382     1,373                5,637     5,599
Business                          606       601                2,464     2,442
Major corporate                 1,728     1,693                6,069     5,936
Wholesale/carrier               1,148     1,147                4,428     4,427
Other                               6         6                   25        25
                                4,870     4,820               18,623    18,429




13 Pensions

The group offers retirement plans to its employees. The group's main scheme, the
BT Pension  Scheme  (BTPS),  is a defined  benefit scheme where the benefits are
based on  employees'  length of service and final  pensionable  pay. The BTPS is
funded through a legally  separate  trustee  administered  fund. This scheme has
been  closed  to new  entrants  since 31 March  2001 and  replaced  by a defined
contribution scheme. Under this defined contribution scheme the income statement
charge  represents  the  contribution  payable  by the group  based upon a fixed
percentage of employees'  pay. The total pension costs of the group in the year,
included  within the staff costs,  in the year was GBP603 million (2005:  GBP540
million),  of which GBP552 million (2005: GBP507 million) related to the group's
main defined benefit pension scheme, the BTPS.

The  increase  in  the  pension  cost  in  the  year  principally  reflects  the
introduction  part  way  through  the  last  year of  Smart  Pensions,  a salary
sacrifice   scheme  under  which   employees   elect  to  stop  making  employee
contributions and for the company to make additional contributions in return for
a reduction in gross contractual pay.

The pension cost applicable to the group's main defined  contribution  scheme in
the year ended 31 March 2006 was GBP19 million  (2005:  GBP11  million) and GBP2
million (2005:  GBP1 million) of contributions to the scheme were outstanding at
31 March 2006.

The group  occupies two  properties  owned by the BTPS scheme on which an annual
rental of GBP2  million  is  payable.  The BTPS  assets are  invested  in UK and
overseas equities,  UK and overseas properties,  fixed interest and index linked
securities,  deposits  and  short-term  investments.  At 31 March  2006,  the UK
equities  included 15 million (2005: 17 million)  ordinary shares of the company
with a market value of GBP33 million (2005: GBP36 million).


IAS  19 accounting valuation

In accordance with the amendments to IAS 19 'Employee  Benefits' the disclosures
below are provided  prospectively  from last year. BT has applied the accounting
requirements of IAS 19 as follows:

- scheme assets are measured at market value at the balance sheet date

- scheme liabilities are measured using a projected unit credit method and
  discounted at the current rate of return on high quality corporate bonds of
  equivalent term to the liability

- actuarial gains and losses are recognised in full in the period in which they
  occur, outside of the income statement, in retained earnings and presented in
  the statement of recognised income and expense.


The  financial  assumptions  used for the  purpose of the  actuarial  accounting
valuations of the BTPS under IAS 19 at March 31, 2006 are:



                                                                

                                                 Real rates       Nominal rates
                                                (per annum)        (per annum)
                                               2006    2005       2006    2005
                                                  %       %          %       %

Rate used to discount liabilities              2.19    2.63       5.00    5.40
Average future increases in wages and          0.75*   1.00       3.52    3.73
salaries
Average increase in pensions in payment and
deferred pensions                                 -       -       2.75    2.70
Inflation - average increase in retail price
index                                             -       -       2.75    2.70



* There is a short term reduction in the real salary growth assumption to 0.5%
  for the first three years.




The net pension obligation is set out below:

                                                         

               At March 31, 2006                        At March 31, 2005

              Assets      Present  Deficit       Assets      Present   Deficit
                         value of                           value of
                      liabilities                        liabilities
                GBPm         GBPm     GBPm         GBPm         GBPm      GBPm

BTPS          35,550       38,005    2,455       29,550       34,270     4,720
Other schemes     90          182       92           78          165        87
              35,640       38,187    2,547       29,628       34,435     4,807
Deferred tax
asset at 30%                          (764)                             (1,434)
Net pension
obligation                           1,783                               3,373



Amounts recognised in the income statement on the basis of the above assumptions
in respect of the defined benefit pension obligations are as follows:



                                                                     

                                                                 Year ended
                                                                   March 31
                                                             2006         2005
                                                             GBPm         GBPm

Current service cost                                          603          540
Total operating charge                                        603          540
Expected return on pension scheme assets                   (2,070)      (1,918)
Interest on pension scheme liabilities                      1,816        1,720
Net finance income                                           (254)        (198)
Total amount charged to the income statement                  349          342


Actuarial  gains and losses have been  recognised in the statement of recognised
income and expense and the  cumulative  gain  recognised is GBP2,416  million at
March 31,  2006 (2005:  GBP294  million).  The actual  return on plan assets was
GBP6,925 million (2005: GBP3,582 million).


Changes in the present value of the defined benefit pension obligation are as
follows:

                                                                 At March 31
                                                           2006          2005
                                                           GBPm          GBPm

Opening defined benefit pension obligation              (34,435)      (32,125)
Service cost                                               (568)         (507)
Interest cost                                            (1,816)       (1,720)
Contributions by employees                                  (21)          (50)
Actuarial losses                                         (2,733)       (1,370)
Obligation on acquisition of subsidiaries                     -           (25)
Benefits paid                                             1,385         1,364
Exchange differences                                          1            (2)
Closing defined benefit pension obligation              (38,187)      (34,435)


The  present  value of the  obligation  is  derived  from  long  term  cash flow
projections and is thus inherently uncertain.

Changes in the fair value of plan assets are as follows:

                                                             At March 31
                                                           2006          2005
                                                           GBPm          GBPm

Opening fair value of plan assets                        29,628        26,963
Expected return                                           2,070         1,918
Actuarial gains                                           4,855         1,664
Contributions by employer                                   452           382
Contributions by employees                                   21            50
Assets on acquisition of subsidiaries                         -            15
Benefits paid                                            (1,385)       (1,364)
Exchange differences                                         (1)            -
Closing fair value of plan assets                        35,640        29,628



The expected  long term rate of return and fair values of the assets of the BTPS
at 31 March were:




                                                         

                         At March 31, 2006                At March 31, 2005
                      Expected     Asset fair          Expected     Asset fair
                long-term rate       value       long-term rate        value
                     of return                        of return
                   (per annum)                       (per annum)
                             %   GBPbn      %                 %   GBPbn      %

UK equities                7.4     9.9     28               8.0     9.6     32
Non-UK                     7.4    12.5     35               8.0     9.0     30
equities
Fixed-interest
securities                 4.9     5.6     16               5.4     4.6     16
Index-linked
securities                 4.1     3.2      9               4.4     2.8     10
Property                   5.8     4.4     12               6.8     3.6     12
Cash and other             4.0   -       -                  4.0   -       -
                           6.5    35.6    100               7.1    29.6    100




The  assumption for the expected  return in scheme assets is a weighted  average
based on the assumed  expected  return for each asset class and the  proportions
held of each asset class at the beginning of the year.  The expected  returns on
fixed interest and interest linked  securities are based on the gross redemption
yields at the start of the year.  Expected  returns on equities and property are
based on a  combination  of an estimate  of the risk  premium  above,  yields on
government  bonds  and  consensus  economic  forecasts  of future  returns.  The
long-term expected rate of return on investment does not affect the level of the
deficit but does affect the expected  return on pension scheme assets within the
net finance income.




The history of experience gains and losses are as follows:

                                                                     

                                                                 At March 31
                                                              2006        2005
                                                              GBPm        GBPm

Present value of defined benefit obligation                 38,187      34,435
Less fair value of plan assets                              35,640      29,628
Net pension obligation                                       2,547       4,807

Experience adjustment on defined benefit obligation           (527)       (437)
Percentage of the present value of the defined benefit
obligation                                                     1.4%        1.3%
Experience adjustment on plan assets                         4,855       1,664
Percentage of the plan assets                                 13.6%        5.6%



The group expects to contribute  approximately GBP630 million to BTPS, including
GBP232 million of deficiency contributions, in the year ending March 31, 2007.

The mortality  assumption  has been updated to reflect  experience  and expected
future  improvements in life expectancy after retirement at 60 years of age. The
average life expectancy assumptions are as follows:



                                                                     

                                                     2006                 2005
                                          Number of years      Number of years

Male                                                 23.8                 23.3
Female                                               25.4                 25.0
Future improvement every 10 years                     1.0                  0.5




The assumed discount rate, salary increases and mortality all have a significant
effect  on the IAS 19  accounting  valuation.  The  following  table  shows  the
sensitivity of the valuation to changes in these assumptions.



                                                         

                                                         Impact on deficit
                                                         Increase (decrease)

                                                         GBPbn

0.25 percentage point increase to:
- discount rate                                          (1.4)
- salary increases                                        0.3
Additional 1.0 year increase to life expectancy           1.5



14 United States Generally Accepted Accounting Principles (US GAAP)


The results set out above have been  prepared  in  accordance  with the basis of
preparation  as set  out in  note 1.  The  table  below  sets  out  the  results
calculated in accordance with US GAAP.



                                                               

                                   Fourth quarter ended              Year ended
                                       March 31                       March 31
                                    2006           2005          2006     2005

Net income attributable to           227            314         1,063    1,297
shareholders (GBPm)

Earnings per ADS (GBP)
            - basic                 0.27           0.37          1.26     1.52
            - diluted               0.27           0.37          1.25     1.51



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

Shareholders' equity, calculated in accordance with US GAAP, is a GBP158 million
deficit at March 31, 2006 (March 31, 2005 - GBP584 million deficit).


15 Reconciliation of UK GAAP to IFRS for comparative periods

On July 28, 2005 the group issued its first quarter  results which also included
appendices  presenting  and  explaining  the  consolidated  results of the group
restated from UK GAAP onto an IFRS basis for the year ended March 31, 2005,  the
three months  ended June 30, 2004 and the balance  sheet as at April 1, 2004 and
June 30, 2004. The group has adopted IAS 39 and IAS 32 prospectively  from April
1, 2005 and a  reconciliation  of the group's IFRS balance  sheet from March 31,
2005 to April 1, 2005 was also included in the IFRS  information  presented with
the first  quarter  results.  The first  quarter  results are  available  on the
group's website at www.btplc.com/Sharesandperformance

Reconciliations  of the group's  results from UK GAAP to IFRS as at, and for the
periods  ended June 30,  September 30 and December 31, 2004 were included in the
first,  second and third  quarter  results  that were  issued on July 28,  2005,
November 10, 2005 and February 9, 2006, respectively,  and are also available on
the group's website at www.btplc.com/Sharesandperformance.

In this  preliminary  announcement the group is also presenting a reconciliation
from UK GAAP to IFRS of the  profit for the  comparable  financial  period  (the
quarter  ended  March  31,  2005)  together  with the  equity  at the end of the
comparable period (March 31, 2005).




(a) Reconciliation of profit between UK GAAP and IFRS

                                                                     

                                               Notes            Fourth quarter
                                                                ended March 31
                                                                          2005
                                                                          GBPm

Profit attributable to shareholders
under UK GAAP                                                              435

Effect of transition to IFRS (net of deferred
tax)
Pensions                                       i                            22
Goodwill                                       ii                            4
Share based payments                           iii                          (6)
Leases                                         iv                          (18)
Other                                                                        3
Profit attributable to shareholders
under IFRS                                                                 440


(b) Reconciliation of equity between UK GAAP and IFRS

                                                         Notes     At March 31
                                                                          2005
                                                                          GBPm

Total equity under UK GAAP                                               3,901

Effect of transition to IFRS (net of deferred tax)
Pensions                                                 i              (4,092)
Goodwill                                                 ii                 16
Share based payments                                     iii                 7
Leases                                                   iv               (288)
Dividends                                                v                 551

Total equity under IFRS                                                     95





i Pensions

Cumulative  actuarial gains and losses in respect of the group's defined benefit
pension  schemes have been  recognised  in full on  transition to IFRS (April 1,
2004).  Actuarial  gains and losses arising from the  transition  date are being
recognised  immediately in reserves,  in accordance  with the amended version of
IAS 19 "Employee  Benefits".  The income  statement  charge is split  between an
operating  charge and a net finance  charge.  The charge to  operating  costs in
respect of pensions has increased by GBP17 million for the fourth  quarter ended
March 31, 2005 and net finance  income has  increased  by GBP49  million for the
fourth  quarter  ended March 31,  2005,  giving  rise to an overall  increase in
earnings of GBP32 million for the quarter ended March 31, 2005.  The  associated
deferred tax benefit  recognised  in the income  statement for the quarter ended
March 31, 2005 was GBP10  million.  A pension  liability was recognised at March
31,  2005 of  GBP4,807  million and  associated  deferred  tax asset of GBP1,434
million.  This was offset by the reversal of provisions  and other  creditors of
GBP44 million. The pension prepayment of GBP1,118 million on the UK GAAP balance
sheet has also been reversed including the associated  deferred tax liability of
GBP329 million.  The net effect has been a reduction in  shareholders'  funds of
GBP4,092 million.

ii Goodwill

The  group  has used the  exemption  available  under  IFRS 1 for not  restating
business  combinations.  IFRS 3 "Business  Combinations"  requires that goodwill
arising from business combinations should not be amortised.  Accordingly, the UK
GAAP  goodwill  amortisation  charge of GBP4 million for the quarter ended March
31, 2005 has been reversed. There is no tax impact.

iii Share based payments

Under IFRS 2 "Share based payment",  an expense must be recognised in the income
statement for all share based payments.  This expense is based on the fair value
at the date of the award,  using an option pricing model,  and is charged to the
income statement over the related  performance  period.  This has resulted in an
increased operating charge for the quarter ended March 31, 2005 of GBP8 million.
The credit entry for the share based payments is recognised directly in reserves
as the awards  are  equity  settled,  therefore  there is no  overall  impact on
shareholders'  equity.  The  associated  deferred tax benefit  recognised in the
income statement for the quarter ended March 31, 2005 was GBP2 million.

iv Leases

Under IAS 17 "Leases" the buildings element of a small number of properties have
been  reclassified  from operating  leases under UK GAAP to finance leases under
IFRS,  and  lease  rentals  under  the  group's  sale  and  operating  leaseback
transactions  are  recognised  on a straight  line basis.  For those  properties
reclassified  as finance  leases,  profit before tax for the quarter ended March
31,  2005 has been  reduced by GBP3  million as a result of the  recognition  of
depreciation  and finance lease interest  expense and the removal of the UK GAAP
operating  lease charges.  Recognising the operating lease charges on a straight
line basis has further reduced profit before tax for the quarter ended March 31,
2005 by GBP22  million.  The associated  deferred tax benefit  recognised in the
income  statement for the quarter  ended March 31, 2005 was GBP7 million.  Those
properties reclassified as finance leases have been capitalised and are included
within  property,  plant and  equipment at the lower of the present value of the
minimum  lease  payments or the fair value of the lease  asset,  which was GBP90
million at March 31, 2005. The associated finance lease obligation has also been
recognised,  being  GBP107  million at March 31,  2005.  The excess of the sales
proceeds over the previous  carrying value has deferred,  and will be recognised
in the income  statement  over the lease term.  The deferred gain  recognised in
deferred  income at March 31, 2005 was GBP42 million.  Where the operating lease
rentals are  recognised on a straight  line basis,  the  difference  between the
amounts  recognised in the income statement and the lease payments is recognised
other payables, and amounted to GBP352 million at March 31, 2005. A deferred tax
liability  of GBP123  million  at March 31,  2005 has been  recognised.  The net
effect of the above has been a  reduction  in equity of GBP288  million at March
31, 2005.


v Dividends

Under UK GAAP the dividend  charge was recognised in the profit and loss account
in the period to which it related.  Under IFRS,  dividends are not recognised in
the income  statement  but  directly  within  reserves.  The final  dividend  is
recognised  only when it has been  declared  and  approved  by the  company in a
general  meeting.  Therefore the final dividend  liability of GBP551 million has
been reversed because it was paid after March 31, 2005.


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:  continued growth in earnings per share and dividends; growth in new
wave revenue, mainly from networked IT services,  broadband and mobility growth;
EBITDA  improvement,  and  acceleration of EBITDA growth in BT Global  Services;
implementation  of  BT's  21st  Century  Network  and  the  national   migration
programme;  expectations regarding progressive dividend policy,  dividend payout
ratio  and  cost  savings;   improving  shareholder  returns;  and  accelerating
transformation of the business.

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,  networks and  solutions 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.


Date     18 May 2006