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 06 September 2004 BT Group plc (Translation of registrant's name into English) BT Centre 81 Newgate Street London EC1A 7AJ England (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F..X... Form 40-F..... Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ..... No ..X.. If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ Enclosures: 1. 'Transaction in Own Shares' announcement made on 16 August 2004 2. 'Transaction in Own Shares' announcement made on 17 August 2004 3. 'Transaction in Own Shares' announcement made on 26 August 2004 4. 'Transaction in Own Shares' announcement made on 31 August 2004 5. 'Transaction in Own Shares' announcement made on 01 September 2004 6. 'Director Shareholding' announcement made on 01 September 2004 7. 'Transaction in Own Shares' announcement made on 03 September 2004 Enclosure 1. Monday 16 August 2004 BT GROUP PLC TRANSACTION IN OWN SHARES BT Group plc announces that it has today purchased through Cazenove & Co. Ltd 650,000 ordinary shares at a price of 179 pence per share. The purchased shares will all be held as treasury shares. Following the above purchase, BT Group plc holds 67,614,601ordinary shares as treasury shares. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 8,567,014,437. --: ends :-- Enclosure 2. Tuesday 17 August 2004 BT GROUP PLC TRANSACTION IN OWN SHARES BT Group plc announces that it has today purchased through Cazenove & Co. Ltd 1,500,000 ordinary shares at a price of 181.2541 pence per share. The purchased shares will all be held as treasury shares. Following the above purchase, BT Group plc holds 69,114,601ordinary shares as treasury shares. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 8,565,514,437. --: ends :-- Enclosure 3. Thursday, 26 August 2004 BT GROUP PLC TRANSACTION IN OWN SHARES BT Group plc announces that it has today purchased through Cazenove & Co. Ltd 600,000 ordinary shares at a price of 181.9986 pence per share. The purchased shares will all be held as treasury shares. Following the above purchase, BT Group plc holds 76,714,601 ordinary shares as treasury shares. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 8,557,914,437. --: ends :-- Enclosure 4. Tuesday, 31 August 2004 BT GROUP PLC TRANSACTION IN OWN SHARES BT Group plc announces that it has today purchased through Cazenove & Co. Ltd 500,000 ordinary shares at a price of 182.61 pence per share. The purchased shares will all be held as treasury shares. Following the above purchase, BT Group plc holds 77,214,601 ordinary shares as treasury shares. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 8,557,414,437. --: ends :-- Enclosure 5. Wednesday, 1 September 2004 BT GROUP PLC TRANSACTION IN OWN SHARES BT Group plc announces that it has today purchased through Cazenove & Co. Ltd 3,000,000 ordinary shares at a price of 182.12 pence per share. The purchased shares will all be held as treasury shares. Following the above purchase, BT Group plc holds 80,214,601 ordinary shares as treasury shares. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 8,554,414,437. --: ends :-- Enclosure 6. SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company BT Group plc 2) Name of Director Sir Christopher Bland Ben Verwaayen Ian Livingston Pierre Danon Andy Green Paul Reynolds 3) Please state whether notification indicates that it is in respect of holding of the shareholder name in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest. Adjustment in the technical interests of the above directors 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Ilford Trustees (Jersey) Limited 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) n/a 6) Please state the nature of the transaction. For PEP transactions please indicated whether general/single company PEP and if discretionary/non discretionary Adjustment in the technical interests of the above directors following an award of shares to a participant in the BT Group Retention Share Plan 7) Number of shares/amount of stock acquired: n/a 8) Percentage of issued class n/a 9) Number of shares/amount of stock disposed 19,264 shares 10) Percentage of issued class n/a 11) Class of security Ordinary shares of 5p each 12) Price per share 181.85 pence 13) Date of transaction 1 September 2004 14) Date Company informed 1 September 2004 15) Total holding following this notification n/a 16) Total percentage holding of issued class following this notification n/a If a director has been granted options by the company please complete the following details (17 - 22) 17) Date of grant n/a 18) Period during which or date on which exercisable n/a 19) Total amount paid (if any) for grant of the option n/a 20) Description of shares or debentures involved: class, number n/a 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise n/a 22) Total number of shares or debentures over which options held following this notification No change 23) Any additional information Following the changes detailed above, the above named Directors have technical interests, as at 01 September 2004 under Schedule 13 of the Companies Act as follows: -A technical interest, together with all employees of BT Group plc in 74,001 Ordinary Shares held by the Trustee of the BT Group Employee Share Investment Plan, Halifax Corporate Trustees Limited; -A technical interest, together with all employees of BT Group plc in 28,820,375 Ordinary Shares held by Ilford Trustees (Jersey) Limited in respect of contingent awards under executive share plans; 24) Name of contact and telephone number for queries John Challis 020 7356 4086 25) Name of signature or authorised company official responsible for making this notification John Challis Date of Notification: 01 September 2004 End Enclosure 7. Friday, 3 September 2004 BT GROUP PLC TRANSACTION IN OWN SHARES BT Group plc announces that it has today purchased through Cazenove & Co. Ltd 550,000 ordinary shares at a price of 182.69 pence per share. The purchased shares will all be held as treasury shares. Following the above purchase, BT Group plc holds 80,764,601 ordinary shares as treasury shares. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 8,553,864,437. --: ends :-- Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BT Group PLC (Registrant) By: /s/ Patricia Day -------------------- Patricia Day, Assistant Secretary. Head of Shareholder Services Date 06 September 2004