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Xansa PLC (XAN)

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Monday 03 February, 2003

Xansa PLC

Director Shareholding

Xansa PLC
03 February 2003

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 3 February
2003 for the purposes of Section 329 of the Companies
Act 1985 that at 28 January 2003 Xansa Trustee Company Limited, trustee of the
Inland Revenue approved Xansa All Employee Share Ownership Plan ('AESOP') had
transferred 26,911 of the Company's ordinary shares of 5 pence each ('Ordinary
Shares') and on 31 January 2003 had sold 602 Ordinary Shares at 52 pence each to
and on behalf of participants leaving the AESOP.



The AESOP 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.



1.         Executive directors who are potential beneficiaries of the AESOP 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



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



The total holding of the AESOP Trust amounts to 13,293,487 Ordinary Shares.






3 February 2003


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