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Xansa PLC (XAN)

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Friday 16 November, 2001

Xansa PLC

Director Shareholding

Xansa PLC
16 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 16
November 2001 for the purposes of Section 329 of the Companies Act 1985 that
the trustee of the Xansa Employee Trust (the 'Trust') has transferred 1,587 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 16 November 2001 in relation to the Trust and the
    Xansa QUEST.

Scheme    Date of Transaction     Number of Ordinary       Option Price of
                                  Shares Transferred       Ordinary Shares
ShareSave 16.11.01                1,587                    £2.23



The total holding of the Trust and the Xansa QUEST amounts to 37,975,315
Ordinary Shares (Trust: 24,496,394 and Xansa QUEST: 13,478,921).


16 November 2001