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Xansa PLC (XAN)

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Monday 09 August, 2004

Xansa PLC

Director Shareholding

Xansa PLC
09 August 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 9 August
2004 from the trustee of the Xansa plc All Employee Share Ownership Plan ('
AESOP') that the following directors were allocated, under the 'Free' shares
section of AESOP, ordinary shares of 5 pence each ('Ordinary Shares') in the
Company on 6 August 2004 together with other eligible employees, under the
Inland Revenue approved AESOP.



Name of Director                                            Number of Ordinary
Shares

Mrs L K Barrat                                                  4,428

Mr A R Cox                                                      4,428

Mr P R Gill                                                     4,428

Mr S R Weston                                                   4,428



There was no price payable on the allocation.  The 'Free' shares will be
provided to the trustee of the AESOP from the Xansa Employee Trust at nil cost.
The 'Free' shares are held by the trustee and cannot normally be disposed of for
a period of three years after allocation.  The 'Free' shares would also normally
be forfeitable under the AESOP rules if a participant leaves the Company within
three years of the allocation.



As a result of the above, these directors' beneficial and non-beneficial
interests in the Company's Ordinary Shares (excluding options) are as follows:



Name of Director                                            Number of Ordinary
Shares



Mrs L K Barrat                                                 1,251,163

Mr A R Cox                                                       117,637

Mr P R Gill                                                       29,517

Mr S R Weston                                                     20,421





The Company further announces that it received notification on 9 August 2004 for
the purposes of Section 329 of the Companies Act 1985 that at 6 August 2004
Xansa Trustee Company Limited, trustee of the AESOP had sold 5,812 Ordinary
Shares at 67.5 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 12,564,210 Ordinary Shares.


9 August 2004


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