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Xansa PLC (XAN)

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Tuesday 05 October, 2004

Xansa PLC

Director Shareholding

Xansa PLC
05 October 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 4 October
2004 for the purposes of Section 329 of the Companies Act 1985 that at 1 October
2004 Xansa Trustee Company Limited, trustee of the Inland Revenue approved Xansa
All Employee Share Ownership Plan ('AESOP') had transferred 570 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") and had sold 7,328 Ordinary
Shares at 85.1 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 16,222,658 Ordinary Shares.



The Company further announces that it received notification on 4 October 2004
for the purposes of Section 329 of the Companies Act 1985 that Towers Perrin
Share Plan Services (Guernsey) Limited had purchased 500,000 Ordinary Shares
between 29 September and 1 October 2004 inclusive:



Date of Purchase            Number of Ordinary Shares     Purchase Price £

29 September 2004           100,000                       0.82
30 September 2004           200,000                       0.844168
1 October 2004              200,000                       0.854513



Towers Perrin Share Plan Services (Guernsey) Limited is trustee of The Xansa plc
2004 Employee Benefit Trust (the "Trust").  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 Employee Share Schemes.  The total holding of
the Trust amounts to 500,000 Ordinary Shares.



Executive directors who are potential beneficiaries of the Trust are:-


Mrs L K Barrat
Mr A R Cox
Mr P R Gill
Mr S Srivastava
Mr S R Weston





5 October 2004


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