Director Shareholding

Pearson PLC
17 December 2002



17 December 2002


Dear Sirs,



Pearson today announces the following changes in directors' interests in Pearson
ordinary shares of 25p each ("shares").



The company made a grant of restricted shares to executive directors under the
Long Term Incentive Plan on 16 December 2002. This represents this year's grant
of long-term incentives to executive directors.



The following executive directors were granted restricted shares which will vest
on 28 June 2005: Marjorie Scardino (60,340 restricted shares); John Makinson
(34,480); David Bell (26,613); Peter Jovanovich (33,066) and Rona Fairhead
(26,613).



The grant included four additional tranches as follows:


                                   Restricted Shares (#)
Tranche                   (a)               (b)               (c)               (d)
Vesting price             £9                £11               £13               £18

M M Scardino            60,340            60,340            60,340            120,680
J C Makinson            34,480            34,480            34,480             68,960
D C M Bell              26,613            26,613            26,613             53,226
P Jovanovich            33,066            33,066            33,066             66,132
R Fairhead              26,613            26,613            26,613             53,226



The tranches shown in (a), (b), (c) and (d) will vest no earlier than 28 June
2005 subject to the Pearson share price reaching £9, £11, £13 and £18
respectively for a period of 20 consecutive business days  before 28 June 2009.



At the close of business on 16 December 2002, the Pearson share price was
£6.385.



Yours faithfully,

PEARSON plc







Julia Casson

Company Secretary




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