Director Shareholding

Pearson PLC
17 March 2005



                           Pearson plc (the Company)

In 2001, the Company established the Pearson Long Term Incentive 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) - option awards and restricted share awards.

Restricted Share Awards Granted on 9 May 2001

The vesting of restricted share awards granted on 9 May 2001 was dependent on
the Company's free cash flow per share performance over the three-year period
2001 to 2003, as set out in the 2003 annual report and accounts.

On 25 February 2005, these restricted share awards vested as to 70.5 % of the
Shares originally comprised in the award (the Vested Shares). 75% of the Vested
Shares form the main tranche of the Award which may be called for by
participants within 6 months of vesting.

The Shares required to satisfy these awards have been sourced from a number of
employee benefit trusts 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 zero.

No executive directors have today called for Shares under these LTIP awards.

Each of the executive directors of the Company was 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 was only entitled
to receive from the trust that number of Shares to which he or she was entitled
under share plans operated by the Company in which he or she participates.



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