Holding(s) in Company

Pearson PLC
23 December 2004




Letter to: RNS dated 23 December 2004


Notification of change in interest in shares

We write in accordance with rule 9.12, under the Continuing Obligations 
section of the List Rules, to notify you that on 23 December 2004 we 
received  notification that, pursuant to section 198 of the Companies Act 
1985, the  shareholding of Franklin Resources, Inc., which equates to 
72,431,943 shares,  now represents 9.0174% of the issued ordinary share 
capital of Pearson plc.

The registered holders of the shares are listed on the schedules attached 
(below):

Letter from: Pearson Plc


                                  SCHEDULE

                                 PEARSON PLC


                             Outstanding Shares             803,250,100


Registered Holder                No. of Shares               % of Class

Bank of New York, London             1,225,105                  0.1525%

BONY Europe                             13,403                  0.0017%

Citibank Nominees Ltd.                 786,364                  0.0979%

Clydesdale Bank Plc                    862,210                  0.1073%

Euroclear Bank SA                       38,254                  0.0048%

HSBC Bank PLC                          853,827                  0.1063%

JP Morgan/Chase Bank                54,890,391                  6.8335%

Mellon Trust                         2,789,744                  0.3473%

Merrill Lynch                          809,752                  0.1008%

Northern Trust Company               1,634,358                  0.2035%

Royal Trust Corp of Canada           2,411,411                  0.3002%

State Street Nominees Limited        6,117,124                  0.7615%


TOTAL                               72,431,943                  9.0174%


                      This information is provided by RNS
            The company news service from the London Stock Exchange