Disposal of BSkyB Interest

PEARSON PLC
22 July 1999


                                 
 PEARSON TO SELL 4.0 PER CENT. INDIRECT STAKE IN BSKYB FOR GBP 408
                              MILLION
------------------------------------------------------------------
                              -------

Pearson plc ('Pearson'), the international media company, is to
sell its 4 per cent. indirect stake in British Sky Broadcasting
Group plc ('BSkyB') to Vivendi for GBP 408 million.

Pearson will dispose of a wholly-owned subsidiary together with
all its assets and liabilities including an indirect holding
(through BSB Holdings Limited) of some 68 million BSkyB shares.
The sale values the underlying BSkyB shares at 600 pence per
share.  Pearson has reached the agreement with Vivendi in
conjunction with Granada Group PLC which is also disposing of its
indirect stake in BSkyB.  The disposal is conditional principally
on the completion of Vivendi's merger with Pathe and obtaining
certain regulatory clearances.  Pearson will use the sale proceeds
to reduce debt.

The cash consideration will be met out of Vivendi's own resources,
with the balance being met by the issuance of Vivendi shares to
Pearson.  Arrangements have been made for the sale of these shares
such that Pearson will receive GBP 408 million in cash at
completion.


Enquiries
---------

Pearson plc                             Tel: [phone]
-----------

John Fallon
Benjamin Wegg-Prosser


Lazard Brothers & Co., Limited          Tel: [phone]
------------------------------

Nicholas Shott
Peter Warner


Appendix to announcement

For Class 2 purposes, the information regarding the transaction is
as follows:

The value of the net assets the subject of the transaction was GBP
73.7 million as at 21st July, 1999 and the profit before tax
attributable to those net assets in the year to 30th September,
1998 was GBP 3.3 million.

Lazard Brothers, which is regulated in the United Kingdom by the
Securities and Futures Authority Limited, is acting for Pearson
and Granada Group PLC and no one else in connection with the
disposals and will not be responsible to anyone other than Pearson
and Granada Group PLC for providing the protections afforded to
customers of Lazard Brothers nor for providing advice in relation
to the disposals or any other matter referred to herein.