Director Shareholding

Pearson PLC
29 September 2003




29 September 2003

RNS
The London Stock Exchange
Old Broad Street
London EC2N 1HP


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 26 September 2003. This represents the company's
normal annual grant of long-term incentives to executive directors.

Under the grant, the following executive directors receive restricted shares
that will vest on 26 September 2006 : Marjorie Scardino (24,040 restricted
shares); John Makinson (16,480); David Bell (16,480); Peter Jovanovich (16,480)
and Rona Fairhead (16,480).

The grant includes four additional tranches as follows :

                            Restricted Shares (#)

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

M M Scardino            24,040          24,040          24,040          48,080
J C Makinson            16,480          16,480          16,480          32,960
D C M Bell              16,480          16,480          16,480          32,960
P Jovanovich            16,480          16,480          16,480          32,960
R Fairhead              16,480          16,480          16,480          32,960


The tranches shown in (a), (b), (c) and (d) will vest no earlier than 26
September 2006 subject to the Pearson share price reaching £9, £11, £13 and £18
respectively for a period of 20 consecutive business days before 26 September
2010.


At the close of business on 26 September 2003, the Pearson share price was 582p.


Yours faithfully
PEARSON plc




Stephen Jones
Deputy Secretary





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