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Xansa PLC (XAN)

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Friday 22 February, 2002

Xansa PLC

Director Shareholding

Xansa PLC
22 February 2002

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 22 February
2002 for the purposes of Section 329 of the Companies Act 1985 that the trustee
of the Xansa Employee Trust (the "Trust") has transferred 19,279 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 22 February 2002 in relation to the Trust and the
   Xansa QUEST.

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

ShareSave    22.02.02               19,279                       £2.23


The Company further announces that it received notification on 22 February 2002
that Xansa Employee Trust Company Limited had purchased 17,412 of the Company's
Ordinary Shares on 22 February 2002 at £2.85 each.

The total holding of the Trust and the Xansa QUEST amounts to 37,782,283
Ordinary Shares (Trust: 24,453,367 and Xansa QUEST: 13,328,916).


22 February 2002



                      This information is provided by RNS
            The company news service from the London Stock Exchange