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Xansa PLC (XAN)

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Monday 06 September, 2004

Xansa PLC

Director Shareholding

Xansa PLC
06 September 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 6 September
2004 for the purposes of Section 329 of the Companies Act 1985 that at 3
September 2004 Xansa Trustee Company Limited, trustee of the Inland Revenue
approved Xansa All Employee Share Ownership Plan ('AESOP') had transferred 9,281
Ordinary Shares and had sold 28,036 Ordinary Shares at 74 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.


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 12,678,867 Ordinary Shares.



6 September 2004








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