Director Shareholding

Pearson PLC
28 June 2002


28 June 2002

Company Announcements Office
Primary Markets Division
The London Stock Exchange
The London Stock Exchange Tower
Old Broad Street
London EC2N 1HP


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 per cent. of the Shares
originally comprised in the award.  These Shares are normally subject to a
two-year retention period following vesting.  Accordingly, if a participant
calls for Shares before 8 June 2004, he or she is generally only permitted to
sell sufficient Shares to discharge tax liabilities.  The latest date on which
the Shares may be called is 8 December 2004.

Mourant & Co. Trustees Limited, as trustee of the Pearson Employee Share
Ownership Trust, (the Trust) holds sufficient Shares to satisfy these PEI
awards.

As a result of participants electing to receive Shares following the vesting of
PEI awards, the number of Shares held by the Trust has reduced from 897,255
Shares to 884,615 Shares.  No directors have called for the shares.

Each of the executive directors of the Company is, for Companies Act purposes,
regarded as interested in all the Shares held by the 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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