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Xansa PLC (XAN)

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Monday 28 April, 2003

Xansa PLC

Director Shareholding

Xansa PLC
28 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 25 April
2003 for the purposes of Section 329 of the Companies Act 1985 that the trustee
of the Xansa Employee Trust (the "Trust") has transferred 36 ordinary shares of
5 pence each ("Ordinary Shares") to a participant exercising an option granted
under the Company's Share Save Scheme. The Ordinary Shares were transferred by
Xansa Employee Trustee Company Limited as trustee of the 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 Share
Save Scheme and holds Ordinary Shares to satisfy existing options granted under
the Scheme.


1.             Transactions notified on 25 April 2003 in relation to the Trust.


Scheme                    Date of Transaction        Number of Ordinary Shares  Option Price of Ordinary
                                                     Transferred                Shares

Share Save                25.04.02                   36                         £0.545.



2.             Executive directors who are potential beneficiaries of the Trust
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 Xansa Employee Trustee Company Limited amounts to
23,169,930 Ordinary Shares.

The Company further announces that it received notification on 28 April 2003
that at 25 April 2003 Xansa Trustee Company Limited, had transferred 16,826
Ordinary Shares and had sold 4,184 Ordinary Shares at 69 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.

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 13,884,869 shares.


28 April 2003


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