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Xansa PLC (XAN)

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Monday 02 June, 2003

Xansa PLC

Director Shareholding

Xansa PLC
02 June 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 2 June 2003
for the purposes of Section 329 of the Companies Act 1985 that at 30 May 2003
Xansa Trustee Company Limited, trustee of the Inland Revenue approved Xansa All
Employee Share Ownership Plan ('AESOP') had transferred 10,429 Ordinary Shares
and had sold 1,485 Ordinary Shares at 92.9 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 13,396,223 Ordinary Shares.





2 June 2003


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