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Xansa PLC (XAN)

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Tuesday 11 November, 2003

Xansa PLC

Director Shareholding

Xansa PLC
11 November 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 11 November
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 162,963 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") on 11 November 2003 at 110
pence each. The Ordinary Shares had been purchased under the "Partnership"
shares section of the AESOP from funds received from participating eligible

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 "

Except where otherwise referred to, the directors named below were allocated 228
Ordinary Shares each (114 "Partnership" shares and 114 "Matching" shares) having
elected to participate in the AESOP.  Mr P R Gill and Mr S R Weston were
allocated 226 Ordinary Shares each (113 "Partnership" shares and 113 "Matching"
shares).  This small difference in the allocation arises because they had a
different 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:                            38,033
     Mr P R Gill:                           22,515
     Mr S R Weston:                         13,665
     Mr A L Wood:                        1,224,483

The total holding of the AESOP Trust amounts to 13,972,411 Ordinary Shares.

11 November 2003

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