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Xansa PLC (XAN)

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Thursday 15 April, 2004

Xansa PLC

Director Shareholding

Xansa PLC
15 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 14 April
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 159,853 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") on 14 April 2004 at 90 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 278 Ordinary Shares each (139 
"Partnership" shares and 139 "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:                   39,423
Mr P R Gill:                  24,151
Mr S R Weston:                15,055


The total holding of the AESOP Trust amounts to 12,099,812 Ordinary Shares.


15 April 2004


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