Compulsory Acqn of Shares

Pearson PLC
8 June 2000


This announcement is not for release, publication or distribution in or into
the United States, Canada, Australia or Japan or by the use of mails or any
means or instrumentality of interstate or foreign commerce of, or any
facilities of a national securities exchange of, such jurisdictions.
                                      
                                       
                                  PEARSON PLC
                                  -----------
          RECOMMENDED CASH OFFER FOR DORLING KINDERSLEY HOLDINGS 
PLC
          ----------------------------------------------------------
        COMPULSORY ACQUISITION OF OUTSTANDING DORLING KINDERSLEY 
SHARES
        ---------------------------------------------------------------


Pearson has now received valid acceptances of the Offer in respect of more
than 90 per cent. of the Dorling Kindersley Shares to which the Offer relates.

Accordingly, Pearson has today issued notices under section 429 of the
Companies Act 1985 to those Dorling Kindersley Shareholders who have not
already accepted the Offer, informing them that it now intends to exercise its
rights to acquire compulsorily all the Dorling Kindersley Shares outstanding
at the expiry of the requisite notice period.

In the meantime, the Offer remains open for acceptance.

Definitions used in the Offer Document dated 5 April, 2000 have the same
meanings when used in this announcement, unless the context requires
otherwise.


ENQUIRIES
---------

Pearson                                 Tel:  [phone]
-------

John Fallon


Lazard Brothers & Co., Limited, which is regulated in the United Kingdom by
the Securities and Futures Authority Limited, is acting for Pearson plc and no
one else in connection with the Offer and will not be responsible to anyone
other than Pearson plc for providing the protections afforded to customers of
Lazard Brothers & Co., Limited nor for giving advice in relation to the Offer.

Cazenove & Co., who are regulated by The Securities and Futures Authority
Limited, are acting for Dorling Kindersley Holdings plc and as brokers to
Pearson plc and no one else in connection with the Offer and will not be
responsible to anyone other than Dorling Kindersley Holdings plc and Pearson
plc for providing the protections afforded to customers of Cazenove & Co. nor
for giving advice in relation to the Offer.

Greenhill & Co., which is regulated by the Securities and Futures Authority
Limited, is acting for Dorling Kindersley Holdings plc and no one else in
connection with the Offer and will not be responsible to anyone other than
Dorling Kindersley Holdings plc for providing the protections afforded to
customers of Greenhill & Co., nor for giving advice in relation to the Offer.

The Offer and the Loan Note Alternative will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile transmission,
telephone and internet) of interstate or foreign commerce of, or any facility
of a national securities exchange of, the United States, Canada, Australia or
Japan.  Accordingly, the Offer and the Loan Note Alternative will not be
capable of acceptance by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan.  Except
as required or permitted by applicable law, copies of this announcement and
any other documents related to the Offer and the Loan Note Alternative are not
being, and must not be, mailed or otherwise distributed or sent in or into or
from the United States, Canada, Australia or Japan and persons receiving such
documents (including custodians, nominees and trustees) must not distribute,
send or otherwise forward them in, into or from the United States, Canada,
Australia or Japan.