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Xansa PLC (XAN)

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Friday 22 March, 2002

Xansa PLC

Director Shareholding

Xansa PLC
22 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 22 March
2002 for the purposes of Section 329 of the Companies Act 1985 that the trustee
of the Xansa Employee Trust (the "Trust") has transferred 19,468 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 March 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                 22.03.02                      19,452                       £2.23
ShareSave                 22.03.02                      16                           £2.39



In addition, the Company announces that it received notification on 22 March
2002 that Mrs J L Connell had been allocated 1,737 Ordinary Shares under the
Company's 1998 ShareSave Scheme at a price of £2.23 per Ordinary Share.

The Company further announces that it received notification on 22 March 2002
that Xansa Employee Trust Company Limited had purchased 18,718 of the Company's
Ordinary Shares on 22 March 2002 at £2.28 each.

The total holding of the Trust and the Xansa QUEST amounts to 37,698,282
Ordinary Shares (Trust: 24,425,942 and Xansa QUEST: 13,272,340).







22 March 2002



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