Holding(s) in Company

Pearson PLC
17 February 2005




TO:  RNS 

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 16 February 2005 we received
notification that, pursuant to section 198 of the Companies Act 1985, the
shareholding of Franklin Resources, Inc., and its affiliates which equates to
80,405,466 shares, now represents 10.0073% of the issued ordinary share capital
of Pearson plc.

The registered holders of the shares are listed on the schedules attached to 
this fax.


FROM:     Michaella Henderson      
          Assistant Company Secretary
          PEARSON PLC




                                   SCHEDULE 

                                  PEARSON PLC 

                              Outstanding Shares               803,465,794

 
 Registered Holder             No. of Shares                   % of Class

Bank of New York, London         4,162,158                        0.5180%

Citibank Nominees Ltd.             786,364                        0.0979%

Clydesdale Bank Plc                862,210                        0.1073%

Euroclear Bank SA                   38,254                        0.0048%

HSBC Bank PLC                      976,067                        0.1215%

JP Morgan/Chase Bank            59,240,580                        7.3731%

Mellon Trust                     2,947,688                        0.3669%

Merrill Lynch                      809,752                        0.1008%

Northern Trust Company           1,742,415                        0.2169%

Royal Trust Corp of Canada       2,650,791                        0.3299%

State Street Nominees Limited    6,189,187                        0.7703%

TOTAL                           80,405,466                       10.0073%




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