Director Shareholding

Pearson PLC
28 October 2002

28 October 2002



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



Dear Sirs

Pearson plc (the Company) announces that on 25 October 2002, Pearson Employee
Share Trustees Limited (the Trustee), as Trustee of the Pearson Employee Share
Trust (the Trust), acquired 3,394 ordinary shares in the Company (Shares).
These Shares were acquired at a price of 660.30 p per Share under the Company's
Dividend Reinvestment Plan in respect of the interim dividend for the six months
ended 30 June 2002.

The Trustee holds Shares primarily for the purpose of satisfying awards under
the Company's Incentive Share Plan (the Plan).  Under the terms of the Plan, the
number of Shares available under an award, is adjusted to take account of
dividends paid by the Company prior to the vesting of an award.

Dennis Stevenson, the Chairman of the Company, is the sole remaining participant
in the Plan, holding (prior to the adjustment described below) an award over
75,628 Shares.  This was granted to him in 1997.  Following adjustment to take
account of the dividend reinvestment referred to above, the number of shares
under Dennis Stevenson's award has increased by 1,042 Shares to 76,670 Shares.

In consequence of the acquisition of Shares referred to above, the total number
of Shares held by the Trustee (including those attributable to Dennis
Stevenson's award under the Plan) has increased to 252,072 Shares.

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

Your faithfully
PEARSON PLC



Stephen Jones
Deputy Secretary


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