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Xansa PLC (XAN)

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Tuesday 11 May, 2004

Xansa PLC

Director Shareholding

Xansa PLC
11 May 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 10 May 2004
for the purposes of Section 329 of the Companies Act 1985 that at 7 May 2004
Xansa Trustee Company Limited, trustee of the Inland Revenue approved Xansa All
Employee Share Ownership Plan ('AESOP') had transferred 35,962 Ordinary Shares
and had sold 1,015 Ordinary Shares at 84.5 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 12,003,683 Ordinary Shares.



11 May 2004




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