Director Shareholding

Pearson PLC
10 May 2001


The  Company has established the Pearson Long Term Incentive Plan  (the Plan) 
for  the  purpose of providing a long term incentive  scheme  for executive
directors and senior executives of the Pearson group. The Plan provides for the
award of options and restricted stock.

The  Company announces the grant of the following options in respect  of
ordinary  shares  in  the Company (Shares) on 9  May  2001  to  executive
directors of the Company. For the purposes of these options, the exercise price 
is the Middle Market Value of a Share on the London Stock Exchange Daily
Official List as at 9 May 2001, being £14.21.

M M Scardino            166,200 options
J C Makinson             79,140 options
D C M Bell               65,400 options

On  the  same  date,  the  following  executive  directors  were  granted
restricted share awards under the Plan:

M M Scardino             55,400 shares
J C Makinson             26,380 shares
D C M Bell               21,800 shares

The  extent to which the restricted stock awards vest will depend on  the
Company's performance over a three year period, measured in terms of free cash 
flow  per Share. The number of Shares stated above is  the  maximum which  could
be  released and this number will only be released  if  the performance
condition and the obligation to hold shares in  accordance with the Plan rules
are satisfied in full.

Other  options  and restricted stock awards made on 9 May  2001  were  to
employees who are not executive directors.