Director Shareholding

XP Power PLC
16 September 2004


                       SCHEDULE 11

     NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED 
                        PERSONS


1)  NAME OF COMPANY

    XP POWER PLC

2)  NAME OF DIRECTOR

    LARRY TRACEY

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

    AS IN 2 ABOVE

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

     AS IN 2 ABOVE

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

     AS IN 2 ABOVE

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

     MARKET SALE

7)  Number of shares/amount of
    stock acquired

     N/A

8)  Percentage of issued Class

     N/A

9)  Number of shares/amount
    of stock disposed

     400 000

10) Percentage of issued Class

     2.02%

11) Class of security

    1P ORDINARY SHARES

12) Price per share

    400P

13) Date of transaction

     16-9-04

14) Date company informed

     16-9-04

15) Total holding following this notification

     3,729,779

16) Total percentage holding of issued class following this notification

     18.84%

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant

     N/A

18) Period during which or date on which exercisable

     N/A

19) Total amount paid (if any) for grant of the option

     N/A

20) Description of shares or debentures involved: class, number.

     N/A

21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise

     N/A

22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information

     N/A

24) Name of contact and telephone number for queries

    DUNCAN PENNY  0118 984 5515

25) Name and signature of authorised company official responsible for
    making this notification     NEIL COUPE


    Date of Notification   16 SEPTEMBER 2004                              




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