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Xansa PLC (XAN)

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Tuesday 13 November, 2001

Xansa PLC

Director Shareholding

Xansa PLC
13 November 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 12
November 2001 for the purposes of Section 329 of the Companies Act 1985 that
Xansa Trustee Company Limited, trustee of the Inland Revenue approved Xansa
All Employee Share Ownership Plan ('AESOP') had purchased 52,526 of the
Company's ordinary shares of 5 pence each ('Ordinary Shares') on 12 November
2001 at £3.08 each. The Ordinary Shares had been purchased under the
'Partnership' shares section of the AESOP from funds received from
participating eligible employees.

In addition, under the terms of the AESOP, 'Partnership' shares are matched on
a 1:1 basis. 'Matching' shares are transferred out of the Xansa Qualifying
Employee Share Ownership Trust ('Xansa QUEST') into the AESOP at nil cost.

As a consequence of this purchase and transfer of Ordinary Shares, the total
holdings of the AESOP and Xansa QUEST amount to 3,640,692 and 13,478,921
Ordinary Shares respectively.

Mrs J L Connell and Mr G R Dunn, executive directors of the Company, are
directors of Xansa Trustee Company Limited and Mr Dunn is also a director of
Xansa Employee Trust Company Limited, which acts as trustee of the Xansa
QUEST.

In addition, the Company received notification on 12 November 2001 that the
executive directors named below were allocated 82 Ordinary Shares each (41
'Partnership' shares and 41 'Matching' shares) having elected to participate
in the AESOP. As a consequence their beneficial and non-beneficial interests
in Ordinary Shares (excluding options) have increased to:

        Name:               Ordinary Shares


        Mrs H M Cropper:    4,691,264

        Mr G R Dunn:        11,179

        Mr S R Weston:      4,499

        Mr A L Wood:        2,017,750



The Company further announces that Sir Kit McMahon, a non-executive director,
has beneficial and non-beneficial interests in the Company's Ordinary Shares
totalling 288,701 and not 286,492 as previously notified on 19 October 2001.
This understatement arose because of the omission of Ordinary Shares allotted
under the Company's scrip dividend arrangement previously reported on 2
October 2001.


13 November 2001