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Xansa PLC (XAN)

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Monday 15 July, 2002

Xansa PLC

Director Shareholding

Xansa PLC
15 July 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 12 July
2002 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 154,886 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") on 12 July 2002 at £1.07
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 4,990,900 and 12,803,874
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 Mrs Connell 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 July 2002 that the
executive directors named below were allocated 234 Ordinary Shares each (117 "
Partnership" shares and 117 "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:                              4,692,266

Mr G R Dunn:                                     12,181

Mr S R Weston:                                    7,238

Mr A L Wood:                                  2,018,752




15 July 2002



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