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 08 March, 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 made on 08 March, 2004 Monday, 8 March 2004 BT GROUP PLC TRANSACTION IN OWN SHARES BT Group plc announces that it has today purchased through Merrill Lynch International 3,200,000 ordinary shares at a price of 178.83 pence per share. The purchased shares will all be held as treasury shares. Following the above purchase, BT Group plc holds 20,399,000 ordinary shares as treasury shares. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 8,614,230,038. 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 08 March, 2004