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Xansa PLC (XAN)

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Monday 13 August, 2001

Xansa PLC

Director Shareholding

Xansa PLC
10 August 2001


Letter 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 10 August
2001 for the purposes of Section 329 of the Companies Act 1985 that the trustee
of the Xansa Employee Trust (the 'Trust') has transferred 1,326 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 10 August 2001 in relation to the Trust and the     
   Xansa QUEST.

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

   Sharesave   10.08.01               1,326                    .878p

The total holding of the Trust and the Xansa QUEST amounts to 41,525,420
Ordinary Shares (Trust: 24,509,829 and Xansa QUEST: 17,015,591).

10 August 2001