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Xansa PLC (XAN)

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Friday 01 June, 2001

Xansa PLC

Director Shareholding

Xansa PLC
1 June 2001

TO:     Regulatory News Service
        The London Stock Exchange

Re: Chapter 16, Paragraph 13 of CONTINUING OBLIGATIONS

Xansa plc (the 'Company') announces that it received notification on 1 June
2001 for the purposes of Section 329 of the Companies Act 1985 that the
trustee of the Xansa Shareholders' Trust (the 'Trust') has transferred 5,760
of the Company's ordinary shares of 5 pence each ('Ordinary Shares') to
participants exercising options granted under the Company's ShareSave Scheme.
The Ordinary Shares were transferred by Xansa Employee Trust Company Limited
as trustee of the Trust and Xansa QUEST. The Trust and the Xansa QUEST are
discretionary trusts for the benefit of employees of the Company and its
subsidiaries, which operate in conjunction with the Company's ShareSave Scheme
and All Employee Share Option Scheme (together the 'Schemes') and hold
Ordinary Shares to satisfy existing options granted under the Schemes.

 1. Mr G R Dunn, an executive director of the Company is also a director of
    Xansa Employee Trust Company Limited.

 2. Transactions notified on 1 June 2001 in relation to the Trust and the Xansa

Scheme    Date of Transaction     Number of Ordinary       Option Price of
                                  Shares Transferred       Ordinary Shares

ShareSave 1.06.01                 5,760                    .878p

The total holding of the Trust and the Xansa QUEST amounts to 41,511,189
Ordinary Shares (Trust: 24,495,598 and Xansa QUEST: 17,015,591).

1 June 2001