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Xansa PLC (XAN)

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Tuesday 06 May, 2003

Xansa PLC

Director Shareholding

Xansa PLC
06 May 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 6 May 2003
for the purposes of Section 329 of the Companies Act 1985 that at 2 May 2003
Xansa Trustee Company Limited, trustee of the Inland Revenue approved Xansa All
Employee Share Ownership Plan ('AESOP') had transferred 129,358 Ordinary Shares
and had sold 7,859 Ordinary Shares at 76 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.

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 13,747,652 Ordinary Shares.

6 May 2003


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