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Xansa PLC (XAN)

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Monday 17 May, 2004

Xansa PLC

Director Shareholding

Xansa PLC
17 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 17 May 2004
for the purposes of Section 329 of the Companies Act 1985 that at 14 May 2004
Xansa Trustee Company Limited, trustee of the Inland Revenue approved Xansa All
Employee Share Ownership Plan ('AESOP') had sold 4,184 Ordinary Shares at 79.5
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 12,173,850 Ordinary Shares.









17 May 2004




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