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Xansa PLC (XAN)

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Monday 31 March, 2003

Xansa PLC

Director Shareholding

Xansa PLC
31 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 31 March
2003 for the purposes of Section 329 of the Companies Act 1985 that at 28 March
2003 Xansa Trustee Company Limited, trustee of the Inland Revenue approved Xansa
All Employee Share Ownership Plan ('AESOP') had transferred 42,139 of the
Company's ordinary shares of 5 pence each ('Ordinary Shares') and had sold
42,111 Ordinary Shares at 57 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

Executive directors who are potential beneficiaries of the AESOP are;

            Mrs L K Barrat
            Mr A R Cox
            Mr P R Gill
            Mr S R Weston
            Mr A L Wood

The total holding of the AESOP Trust amounts to 13,797,510 Ordinary Shares.

Further to the Company's announcement on 6 March 2003 concerning the transfer of
22,058 Ordinary Shares at 59 pence each on 28 February 2003 to participating
eligible employees in the Xansa All Employee International Share Option Scheme,
the Company received notification on 28 March 2003 that the actual number of
Ordinary Shares transferred was 20,787.  As a consequence of this correction,
the total holding of the Xansa Employee Trustee Company Limited amounts to
22,984,781 Ordinary Shares.

31 March 2003

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