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Xansa PLC (XAN)

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Monday 13 June, 2005

Xansa PLC

Director Shareholding

Xansa PLC
13 June 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 13 June
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 132,579 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") on 13 June 2005 at 97.25
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 77,153 "Matching" shares being provided out of the AESOP Trust and 55,426 "
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 258
Ordinary Shares each (129 "Partnership shares and 129 "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:                   124,965
          Mr S R Weston:                23,527

The Company further announces that it received notification on 13 June 2005,
that at 10 June 2005, Xansa Trustee Company Limited had transferred 5,208
Ordinary Shares and sold 976 Ordinary Shares at 96.55 pence each 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 S R Weston

The QUEST holding on 12 March 2005 announcement should have been 8,056,789
rather than 8,056,069, a difference of 720 Ordinary Shares.  As a result of this
adjustment and the above transactions, the total holdings of the AESOP and Xansa
QUEST amount to 17,413,703 and 7,473,899 Ordinary Shares respectively.


13 June 2005


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