Director Shareholding

Pearson PLC
02 December 2004



2 December 2004

RNS
The London Stock Exchange




Dear Sirs

                            Pearson plc (the Company)

In 1999, the Company established the Pearson Reward Plan (the Plan) for the
purpose of providing a long term share incentive for executive directors and
senior executives of the Pearson group. The Plan provided for the grant of two
separate categories of award relating to ordinary shares in the Company (Shares)
- Pearson Premium Option awards and Pearson Equity Incentive (PEI) awards.

The vesting level of PEI awards is dependent on the Company's performance over a
three-year period, measured in terms of free cash flow per share. On 8 June 
2002, the PEI awards granted in 1999 vested as to 97.2 % of the Shares
originally comprised in the award. These Shares were subject to a two-year
retention period following vesting. Employee benefit trusts hold sufficient
Shares to satisfy these PEI awards.

The Shares required to satisfy this award have been sourced from an employee
benefits trust established by the Company. As a result of the release of Shares
described above, the number of shares held by Pearson Employee Share Trustees
Limited (as trustee of the Pearson Employee Share Trust) is now 82,840 Shares
(representing 0.011% of the Company's issued ordinary share capital).

No executive directors have called for Shares under these PEI awards.

Each of the executive directors of the Company is for Companies Act purposes,
regarded as interested in all the shares held by this trust. Despite the
technical interest in all the Shares each executive director will only be
entitled to receive from the Trust that number of Shares to which he or she is
entitled under share plans operated by the Company in which he or she
participates.

Yours faithfully




Stephen Jones
Deputy Secretary



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