Director Shareholding

Pearson PLC
5 June 2001

                   
        
Letter to Company Announcements Office 
dated 5 June 2001

Pearson Employee Share Trustees Limited have received an additional 2,435
ordinary shares of 25p each in the company as a result of a Dividend
Reinvestment Plan effective on 1 June 2001. These shares will be held under the
Pearson Employee Share Trust and will be available to satisfy conditional awards
of shares to various Pearson executive directors and certain executives under
the company's Incentive Share Plan. The release of the shares to the executive
directors is dependent on certain performance targets being met.

The value of these shares was 1286.4p per share in accordance with the terms of
the Dividend Reinvestment Plan and the market value of the shares on 1 June
2001.

As the Trust is a discretionary trust under which all employees (including
executive directors) of Pearson are potential beneficiaries, each executive
director is treated for Companies Act purposes as interested in the shares
referred to above.

From:  PEARSON plc
 

Letter to Company Announcements Office 
dated 5 June 2001

In accordance with the requirements of section 329(1) of the Companies Act 1985,
we hereby notify you that, after the Dividend Reinvestment issue in respect of
the final dividend for the year ended 31 December 2000, which was paid out on
Friday, 1 June 2001, the following executive director of the company is
interested, under the company's Incentive Share Plan, in additional ordinary
shares of 25p each in the company as detailed below:-
 
Name of Director                Maximum Number of Additional Shares 
                                subject to Conditional Award under the Plan
                                     
Lord Stevenson                  747 shares
 
The value of these shares was 1286.4p per share in accordance with the terms of
the Dividend Reinvestment Plan and the market value of the shares on 1 June
2001.

No consideration was paid for the award in respect of the additional shares
referred to above. The shares covered by the conditional award will vest in the
director if and to the extent certain performance criteria have been met at the
end of the incentive period and/or at the discretion of the Pearson Employee
Share Trustees Limited, the Trustee of the Scheme.

PEARSON plc


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    PEARSON PLC

2)  NAME OF DIRECTOR

    LORD STEVENSON

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

    IN RESPECT OF DIRECTORS OWN HOLDINGS

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

    CLOACA MAXIMA LTD       -      103 SHARES
    LORD STEVENSON          -      816 SHARES

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

    NO



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

    REINVESTMENT OF DIVIDENDS UNDER THE COMPANY'S DIVIDEND REINVESTMENT PLAN



7)  Number of shares/amount of
    stock acquired

     919

8)   (0.00012%)
    of issued Class



9)  Number of shares/amount
    of stock disposed



10)  (    %)
    of issued Class



11) Class of security

    ORDINARY SHARES OF 25P EACH



12) Price per share

    1286.4454P

13) Date of transaction

    1 JUNE 2001

14) Date company informed

    4 JUNE 2004

15) Total holding following this notification

    91,325
               
16) Total percentage holding of issued class following this notification

    0.01144%

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

17) Date of grant



18) Period during which or date on which exercisable



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



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



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



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



23) Any additional information

    PEARSON OPERATES AN EVERGREEN MANDATE UNDER ITS DIVIDEND REINVESTMENT PLAN



24) Name of contact and telephone number for queries

    JENNIFER MURPHY     020 7411 2256

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

    STEPHEN JONES    

    Date of Notification    5 June 2001                             



 
                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    PEARSON PLC

2)  NAME OF DIRECTOR

    MARJORIE SCARDINO

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

    IN RESPECT OF DIRECTORS OWN HOLDINGS

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

    MRS MARJORIE SCARDINO                -      546   SHARES
    MR ALBERT & MRS MARJORIE SCARDINO    -      149 SHARES

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

    NO



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

    REINVESTMENT OF DIVIDENDS UNDER THE COMPANY'S DIVIDEND REINVESTMENT PLAN



7)  Number of shares/amount of
    stock acquired

     695

8)   (0.00009%)
    of issued Class



9)  Number of shares/amount
    of stock disposed



10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY SHARES OF 25P EACH



12) Price per share

    1286.4454P

13) Date of transaction

    1 JUNE 2001

14) Date company informed

    4 JUNE 2004

15) Total holding following this notification

    80,463
               
16) Total percentage holding of issued class following this notification

    0.01%

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

17) Date of grant



18) Period during which or date on which exercisable



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



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



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



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



23) Any additional information

    PEARSON OPERATES AN EVERGREEN MANDATE UNDER ITS DIVIDEND REINVESTMENT PLAN



24) Name of contact and telephone number for queries

     JENNIFER MURPHY     020 7411 2256

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

    STEPHEN JONES    

    Date of Notification    5 June 2001                             

 
                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    PEARSON PLC

2)  NAME OF DIRECTOR

    JOHN MAKINSON

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

     IN RESPECT OF DIRECTORS OWN HOLDINGS

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 (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)

     NO



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

     REINVESTMENT OF DIVIDENDS UNDER THE COMPANY'S DIVIDEND REINVESTMENT PLAN



7)  Number of shares/amount of
    stock acquired

     176

8)   (0.00002%)
    of issued Class



9)  Number of shares/amount
    of stock disposed



10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY SHARES OF 25P EACH



12) Price per share

    1286.4454P

13) Date of transaction

    1 JUNE 2001

14) Date company informed

    4 JUNE 2004

15) Total holding following this notification

    28,285
               
16) Total percentage holding of issued class following this notification

    0.00354

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

17) Date of grant



18) Period during which or date on which exercisable



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



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



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



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



23) Any additional information

    PEARSON OPERATES AN EVERGREEN MANDATE UNDER ITS DIVIDEND REINVESTMENT PLAN



24) Name of contact and telephone number for queries

     JENNIFER MURPHY     020 7411 2256

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

    STEPHEN JONES    

    Date of Notification    5 June 2001                             

 
                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    PEARSON PLC

2)  NAME OF DIRECTOR

    LORD BURNS

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

    IN RESPECT OF DIRECTORS OWN HOLDINGS

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 (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)

    NO



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

    REINVESTMENT OF DIVIDENDS UNDER THE COMPANY'S DIVIDEND REINVESTMENT PLAN



7)  Number of shares/amount of
    stock acquired

     4

8)   (0.000001%)
    of issued Class



9)  Number of shares/amount
    of stock disposed



10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY SHARES OF 25P EACH



12) Price per share

    1286.4454P

13) Date of transaction

    1 JUNE 2001

14) Date company informed

    4 JUNE 2004

15) Total holding following this notification

    470
               
16) Total percentage holding of issued class following this notification

    0.00006%

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

17) Date of grant



18) Period during which or date on which exercisable



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



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



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



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



23) Any additional information

    PEARSON OPERATES AN EVERGREEN MANDATE UNDER ITS DIVIDEND REINVESTMENT PLAN



24) Name of contact and telephone number for queries

    JENNIFER MURPHY     020 7411 2256

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

    STEPHEN JONES    

    Date of Notification    5 June 2001                             


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    PEARSON PLC

2)  NAME OF DIRECTOR

    DAVID CHARLES MAURICE BELL

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

    IN RESPECT OF DIRECTORS OWN HOLDINGS

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 (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)

    NO



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

    REINVESTMENT OF DIVIDENDS UNDER THE COMPANY'S DIVIDEND REINVESTMENT PLAN



7)  Number of shares/amount of
    stock acquired

     396

8)   (0.00005%)
    of issued Class



9)  Number of shares/amount
    of stock disposed



10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY SHARES OF 25P EACH



12) Price per share

    1286.4454P

13) Date of transaction

    1 JUNE 2001

14) Date company informed

    4 JUNE 2004

15) Total holding following this notification

    48,306
               
16) Total percentage holding of issued class following this notification

    0.00605%

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

17) Date of grant



18) Period during which or date on which exercisable



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



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



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



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



23) Any additional information

    PEARSON OPERATES AN EVERGREEN MANDATE UNDER ITS DIVIDEND REINVESTMENT PLAN



24) Name of contact and telephone number for queries

     JENNIFER MURPHY     020 7411 2256

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

    STEPHEN JONES    

    Date of Notification    5 June 2001