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Xansa PLC (XAN)

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Tuesday 13 April, 2004

Xansa PLC

Director Shareholding

Xansa PLC
13 April 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 13 April
2004 for the purposes of Section 329 of the Companies Act 1985 that at 8 April
2004 Xansa Trustee Company Limited, trustee of the Inland Revenue approved Xansa
All Employee Share Ownership Plan ('AESOP') had transferred 16,617 Ordinary
Shares and had sold 26,414 Ordinary Shares at 89.75 pence each 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


The total holding of the AESOP Trust amounts to 11,939,959 Ordinary Shares.





13 April 2004








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