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


The Pearson Employee Share Trustees Limited has received an additional 4,039
ordinary shares of 25p each in the company as a result of a Dividend
Reinvestment Plan effective on 7 June 2002.  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 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.

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.


Yours faithfully
PEARSON plc


Stephen Jones
Deputy Secretary


JEB/CA

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