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Xansa PLC (XAN)

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Tuesday 05 March, 2002

Xansa PLC

Director Shareholding

Xansa PLC
5 March 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 5 March
2002 for the purposes of Section 329 of the Companies Act 1985 that Xansa
Employee Trust Company Limited had purchased 19,335 of the Company's ordinary
shares of 5 pence each ("Ordinary Shares") on 5 March 2002 at £3.08 each.


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

        2.     The Xansa Employee Trust Company Limited is trustee of both the
        Xansa Employee Trust (the "Trust") and the 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. The total holding of the Trust and
        the Xansa QUEST amounts to 37,762,053 Ordinary Shares (Trust: 24,433,137
        and the Xansa QUEST 13,328,916).







5 March 2002



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