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Xansa PLC (XAN)

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Tuesday 13 July, 2004

Xansa PLC

Director Shareholding

Xansa PLC
13 July 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 12 July
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 189,637 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") on 12 July 2004 at 74 pence
each from the Xansa Qualifying Employee Share Ownership Trust ("Xansa QUEST").
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 Xansa QUEST and into the AESOP Trust
at nil cost.  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 the AESOP.

Except where otherwise referred to, the directors named below were allocated 340
Ordinary Shares each (170 "Partnership shares and 170 "Matching shares) having
elected to participate in the AESOP.  Mr A R Cox was allocated 338 Ordinary
Shares (169 "Partnership" shares and 169 "Matching" shares).  This small
difference in the allocation arises because he had a different level of residual
contributions available for investment.

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:            113,209
     Mr P R Gill:           25,089
     Mr S R Weston:         15,993

The Company further announces that it received notification on 12 July 2004,
that at 9 July 2004, Xansa Trustee Company Limited, had sold 9,981 Ordinary
Shares at 75 pence each to and on behalf of participants leaving the AESOP.

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

As a consequence of the transactions set out above, the total holdings of the
AESOP and Xansa QUEST amount to 12,600,936 and 10,525,957 Ordinary Shares
respectively.

The Company further announces that on 12 July 2004, Mr A R Cox, Chief Executive,
notified the Company that he had transferred 71,678 Ordinary Shares to his
spouse, Mrs M Cox, at nil consideration, on 8 July 2004.  As a consequence of
this transaction, Mr Cox's beneficial and non-beneficial interests in the
Company's Ordinary Shares (excluding options) remains at 113,209.


13 July 2004


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