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Xansa PLC (XAN)

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Tuesday 13 May, 2003

Xansa PLC

Director Shareholding

Xansa PLC
13 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 12 May 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 218,227 of the Company's ordinary shares
of 5 pence each ("Ordinary Shares") on 12 May 2003 at 81 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".



The directors named below were allocated 308 Ordinary Shares each (154 "
Partnership" shares and 154 "Matching" shares) having elected to participate in
the AESOP.



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:                 36,675

Mrs H M Cropper:         4,697,335
                     
Mr P R Gill:                20,670

Mr S R Weston:              12,307

Mr A L Wood:             2,023,123





The total holding of the AESOP Trust amounts to 13,898,175 Ordinary Shares.





13 May 2003


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