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Xansa PLC (XAN)

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Thursday 11 March, 2004

Xansa PLC

Director Shareholding

Xansa PLC
11 March 2004


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 March
2004 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 159,828 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") on 11 March 2004 at 91 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 276 Ordinary Shares each (138 
"Partnership" shares and 138 "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:                      39,145
Mr P R Gill:                     23,627
Mr S R Weston:                   14,777


The total holding of the AESOP Trust amounts to 12,167,322 Ordinary Shares.


11 March 2004


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