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Xansa PLC (XAN)

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Monday 14 February, 2005

Xansa PLC

Director Shareholding

Xansa PLC
14 February 2005

          
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 11 February
2005 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 136,682 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") on 11 February 2005 at 98
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 61,837 "Matching" shares being provided out of the AESOP Trust and 74,845 "
Matching" shares being 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 256
Ordinary Shares each (128 "Partnership shares and 128 "Matching shares) having
elected to participate in the AESOP.

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:                 119,699
          Mr P R Gill:                32,169
          Mr S R Weston:              22,481

The Company further announces that it received notification on 14 February 2005,
that at 11 February 2005, Xansa Trustee Company Limited, had sold 26,118
Ordinary Shares at 98 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 16,991,557 and 8,277,269 Ordinary Shares
respectively.


14 February 2005


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