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Xansa PLC (XAN)

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Monday 14 April, 2003

Xansa PLC

Director Shareholding

Xansa PLC
14 April 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 14 April
2003 for the purposes of Section 329 of the Companies Act 1985 that Xansa
Trustee Company Limited, trustee of the Inland Revenue approved Xansa All
Employee Share Ownership Plan ('AESOP') had purchased 258,618 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") on 11 April 2003 at 69 pence
each. The Ordinary Shares had been purchased under the "Partnership" shares
section of the AESOP from funds received from participating eligible employees.



Under the terms of the AESOP, "Partnership" shares are matched on a 1:1 basis
with "Matching" shares provided out of the AESOP 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 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".



Except where otherwise referred to, the directors named below were allocated 362
Ordinary Shares each (181 "Partnership" shares and 181 "Matching" shares) having
elected to participate in the AESOP.  Mr A R Cox was allocated 364 Ordinary
Shares (182 "Partnership" shares and 182"Matching" shares).  This small
difference in the allocation arises because he had a higher level of residual
contributions available for investment.



As a consequence the beneficial and non-beneficial interests in Ordinary Shares
(excluding options) of the directors listed below have increased to:



Name:                         Ordinary Shares



Mr A R Cox:                   35,767

Mrs H M Cropper:              4,697,027

Mr P R Gill:                  20,362

Mr S R Weston:                11,999

Mr A L Wood:                  2,022,815



The Company further announces that it received notification on 14 April 2003
that at 11 April 2003 Xansa Trustee Company Limited, had transferred 7,595
Ordinary Shares and had sold 5,599 Ordinary Shares at 68 pence each to and on
behalf of participants leaving the AESOP.



Directors who are potential beneficiaries of the AESOP are:



            Mrs L K Barrat

            Mr A R Cox

            Mrs H M Cropper

            Mr P R Gill

            Mr S R Weston

            Mr A L Wood



The total holding of the AESOP Trust amounts to 13,908,882 Ordinary Shares.





14 April 2003


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