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Xansa PLC (XAN)

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Tuesday 25 March, 2003

Xansa PLC

Director Shareholding

Xansa PLC
25 March 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 24 March
2003 for the purposes of Section 329 of the Companies Act 1985 that at 21 March
2003 Xansa Trustee Company Limited, trustee of the Inland Revenue approved Xansa
All Employee Share Ownership Plan ('AESOP') had transferred 2,834 of the
Company's ordinary shares of 5 pence each ('Ordinary Shares') and had sold 2,156
and 21,863 Ordinary Shares at 58 and 58.5 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 13,881,760 Ordinary Shares.






25 March 2003


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