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Xansa PLC (XAN)

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Wednesday 15 January, 2003

Xansa PLC

Director Shareholding

Xansa PLC
15 January 2003

TO:         RNS
            The London Stock Exchange





Re:  Chapter 16, Paragraph 13 of CONTINUING OBLIGATIONS



Xansa plc (the "Company") announces that the following executive directors were
granted options on 14 January 2003 over the Company's ordinary shares of 5 pence
each ('Ordinary Shares') under the rules of the Xansa Share Save Scheme at an
exercise price of 54.5 pence each.



Name of Director                              Number of Options Granted



Mr A R Cox                                          1,387

Mr P R Gill                                         1,387

Mr S R Weston                                       1,387



These options become exercisable during the period from 1 March 2006 until 31
August 2006.



As a result of the above, these directors' interests over options in the
Company's Ordinary Shares are as follows:-



Name of Director                              Number of Options



Mr A R Cox                                          1,317,176

Mr P R Gill                                             1,387

Mr S R Weston                                         240,053



The Company further announces that it received notification on 14 January 2003
for the purposes of Section 329 of the Companies Act 1985 that Xansa Trustee
Company Limited had purchased 2,014,061 of the Company's Ordinary Shares on 14
January 2003 at 70 pence each.





1.         Xansa Trustee Company Limited is trustee of the Xansa All Employee
Share Ownership Plan ('AESOP').  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 AESOP and holds Ordinary Shares purchased by
employees under the Partnership and Matching shares section of AESOP as well as
holding Ordinary Shares required for Matching.



2.         Including the share purchase made on 14 January 2003, the total
holding of the Trust now amounts to 13,321,000 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 P R Gill

            Mr S R Weston

            Mr A L Wood



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



15 January 2003


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