Director Shareholding

Pearson PLC
10 June 2002



10 June 2002


The Manager
Company Announcements Office
Primary Markets Division
The London Stock Exchange Tower
Old Broad Street
London EC2N 1HP


Dear Sirs


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 2001, which was paid out on
Friday, 7 June 2002, 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                      1,232 shares

The value of these shares was 820.64p per share in accordance with the terms of
the Dividend Reinvestment Plan and the market value of the shares on 7 June
2002.

No consideration was paid for the awards in respect of the additional shares
referred to above. The shares covered by the conditional award will vest in the
directors 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.



Yours faithfully
PEARSON plc


Stephen Jones
Deputy Secretary


JEB/CA

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