Unassociated Document
As filed with the U.S. Securities and Exchange Commission on June 28, 2007
Registration No. 333-14032

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT TO FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
BT Group plc
(Exact name of issuer of deposited securities as specified in its charter)

Not applicable
(Translation of issuer's name into English)

England and Wales
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
BT Americas Inc.
1001 Connecticut Avenue NW, Ste
720 Washington, DC  20036
(202) 833-9543
Attention: Kristen Verderame, Vice President and Chief Counsel

(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
x immediately upon filing
o on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. o 

CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing ten ordinary shares of BT Group plc
N/A
N/A
N/A
N/A
(1)
Each Unit represents 100 American Depositary Shares.
(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 


PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Amendment to Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.
 



PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)(2)
Form of Amendment to Deposit Agreement. Form of Amendment to Deposit Agreement dated as of , 2007 among BT Group plc, Morgan Guaranty Trust Company of New York, as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a)(2).
 
 
(e)
Certification under Rule 466. Filed herewith as Exhibit (e).
 
 
(f)
Power of Attorney. Included as part of the signature pages hereto.
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 


SIGNATURE
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on the 28th day of June , 2007.
 
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
     
     
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
     
     
     
 
By:
/s/Melinda L. VanLuit
 
Name: Melinda L. VanLuit
 
Title: Vice President


SIGNATURES OF BT GROUP plc
 
Pursuant to the requirements of the Securities Act 1933, as amended, the Registrant, BT Group plc, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on the 27th day of  June , 2007.
 

 
 
BT GROUP plc
     
 
By:
/ s /Alan Scott
   
Alan Scott, Assistant Secretary
     
 
By:
/ s /Patricia Day
   
Patricia Day, Assistant Secretary

 
POWER OF ATTORNEY
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. In addition, each of the undersigned hereby constitutes and appoints Alan Scott and Patricia Day his or her true and lawful attorneys-in-fact, each acting alone, in his or her name and in the capacity indicated below, to sign any and all amendments and post-effective amendments and supplements to this Registration Statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.
 


Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the date indicated below.
 

 
Signature
  
Title
Date
       
       
/ s /Christopher Bland
  
Chairman
June 27, 2007
Sir Christopher Bland
      
       
       
/ s /Ben Verwaayen
  
Chief Executive and Director
June 27, 2007
Ben Verwaayen
  
(Principal Executive Officer)
  
       
       
/ s /François Barrault
  
Director and Chief Executive -
June 27, 2007
François Barrault
  
BT Global Services
  
       
       
/ s /Andy Green
  
Director and Chief Executive
June 27, 2007
Andy Green
  
Group Strategy and Operations
  
       
       
/ s /Hanif Lalani
  
Director and Group Finance
June 27, 2007
Hanif Lalani
  
Director (Principal Financial and
  
   
Accounting Officer)
  
       
       
/ s /Ian Livingston
  
Director and Chief Executive -
June 27, 2007
Ian Livingston
  
BT Retail
  
       
       
    
Director and Chief Executive -
 
Dr. Paul Reynolds
  
BT Wholesale
  
       
       
/ s /Maarten van den Bergh
  
Deputy Chairman
June 27, 2007
Maarten van den Bergh
      
       
       
    
Director
  
Matti Alahuhta
      
       
       
/ s /Clayton Brendish
  
Director
June 27, 2007
Clayton Brendish
      
       
 
 
 
       
       
/ s /Phil Hodkinson
  
Director
June 27, 2007
Phil Hodkinson
      
       
       
/ s /The Rt. Hon Baroness Jay of Paddington PC
  
Director
June 27, 2007
The Rt Hon Baroness Jay of Paddington PC
      
       
       
/ s /Deborah Lathen
  
Director
June 27, 2007
Deborah Lathen
      
       
       
/ s /John Nelson
  
Director
June 27, 2007
John Nelson
      
       
       
/ s /Carl G. Symon
  
Director
June 27, 2007
Carl G. Symon
      
       
       
/ s /Kristin Verderame
  
Duly Authorized Representative
June 27, 2007
Kristen Verderame
  
of BT Group plc in the United States
  

 



INDEX TO EXHIBITS

Exhibit Number
  
Sequentially
Numbered Page
     
(a)(2)
Form of Amendment to Deposit Agreement.
  
     
(e)
Rule 466 Certification