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Xansa PLC (XAN)

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Wednesday 18 December, 2002

Xansa PLC

Director Shareholding

Xansa PLC
18 December 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 17 December
2002 for the purposes of Section 329 of the Companies Act 1985 that Xansa
Employee Trustee Company Limited had purchased 240,461 of the Company's ordinary
shares of 5 pence each ("Ordinary Shares") on 17 December 2002 at 55.75 pence

1. Mrs J L Connell, an executive director of the Company, is also a director of 
   Xansa Employee Trustee Company Limited.

2. The Xansa Employee Trustee Company Limited is trustee of the Xansa Employee 
   Trust (the "Trust").  The Trust is a discretionary trust for the
   benefit of employees of the Company and its subsidiaries, which operates in
   conjunction with the Company's ShareSave Scheme and holds Ordinary Shares to
   satisfy existing options granted under the Scheme.  The total holding of the
   Trust amounts to 23,005,568 Ordinary Shares.
3. Executive directors who are potential beneficiaries of the Trust are:-
   Mrs L K Barrat
   Mrs J L Connell
   Mr A R Cox
   Mr S Srivastava
   Mr S R Weston
   Mr A L Wood

18 December 2002

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