Director Shareholding

Pearson PLC
21 December 2004




21 December 2004

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

Dear Sirs

Pearson today announces the following changes in directors' interests in Pearson
ordinary shares of 25p each ("shares").

The company today made a grant of restricted shares to executive directors under
its existing Long-Term Incentive Plan. This represents the company's annual
grant of long-term incentives to executive directors for 2004.

The earliest normal vesting date on which shares may be released is 21 December
2007. Subject to meeting certain performance conditions in full, and the
retention of shares that vest on 21 December 2007 for a further two years, the
maximum number of shares that the following executive directors may receive is :
Marjorie Scardino (416,130); David Bell (165,063); Rona Fairhead (165,063);
Peter Jovanovich (165,063); and John Makinson (165,063).

One third of the award will be based on Pearson's total shareholder return
performance relative to the constituents of the FTSE World Media Index over the
three-year period 2004 to 2007. Another third of the award will be based on
Pearson's return on invested capital in 2006. The final third of the award will
be based on Pearson's growth in sales and in earnings per share over the period
2003 to 2006. The conditions and vesting arrangements will be set out in more
detail in the report on directors' remuneration for 2004.

Yours faithfully
PEARSON plc



Stephen Jones
Deputy Secretary



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