Director Shareholding

Pearson PLC
30 October 2001




30 October 2001


The Manager
Company Announcements Office
London Stock Exchange
The London Stock Exchange Tower
Old Broad Street
London EC2N 1HP





Dear Sirs

In accordance with the requirements of section 329(1) of the Companies Act
1985, we hereby notify you that, after the Dividend Reinvestment issue in
respect of the interim dividend for the six months ended 30 June 2001, which
was paid out on Friday, 26 October 2001, the following executive director of
the company is interested, under the company's Incentive Share Plan, in
additional ordinary shares of 25p each in the company as detailed below:-


Name of Director          Maximum Number of Additional Shares
                          subject to Conditional Award under the Plan


Lord Stevenson            787 shares


The value of these shares was 813.614p per share in accordance with the terms
of the Dividend Reinvestment Plan and the market value of the shares on 26
October 2001.

No consideration was paid for the award in respect of the additional shares
referred to above.  The shares covered by the conditional award will vest in
the director if and to the extent certain performance criteria have been met
at the end of the incentive period and/or at the discretion of the Pearson
Employee Share Trustees Limited, the Trustee of the Scheme.


Yours faithfully
PEARSON plc







Stephen Jones
Assistant Company Secretary



SAJ/DC