Director Shareholding

Pearson PLC
30 June 2003


30 June 2003

RNS
The London Stock Exchange
Old Broad Street
London EC2N 1HP


Dear Sirs

                           Pearson plc (the Company)

The Company wishes to notify the following changes in Directors' interests
arising out of the release of "matching shares" under its Annual Bonus Share
Matching Plan (the Plan).

On 27 June 2003, participants became entitled to ordinary shares in the Company
(shares) on maturity of their right to "matching shares" under the rules of the
Plan. Under the Plan, participants who invest their after-tax bonus in shares
become entitled, without payment, to "matching shares" on a one-for-two basis if
a corporate performance target is met over a three-year period, and on a
one-for-one basis if a further corporate performance target is met over a
five-year period. In relation to awards made on 25 June 1998 the three-year
performance target was met in 2001, but the five-year performance target was not
met in 2003. Accordingly, under the rules, participants are now only entitled to
matching shares on a one-for-two basis.

The pre-tax number of matching shares to which executive Directors became
entitled is as follows.

            Name of director                         Number of shares

           Marjorie Scardino                              3,900
             John Makinson                                2,293

The rules require that sufficient shares are sold to discharge the PAYE income
tax liability on the shares released. In consequence, the shares set out in the
second column below were sold on 27 June 2003 at a price of 572.75p per share,
leaving the after-tax number of shares set out the final column below.

 Name of director      Number of shares sold       Number of shares retained

Marjorie Scardino             1,599                           2,301
  John Makinson               941                             1,352

As a result, the executive Directors named above are interested in the following
shares (excluding shares to which they may become entitled, subject to
satisfaction of any relevant conditions, under the Company's employee share
schemes):
            Name of director                         Number of shares

           Marjorie Scardino                             90,741
             John Makinson                               38,683

The shares required to satisfy these awards have been sourced from two employee
benefit trusts established by the Company. Each executive Directors is deemed
for Companies Act purposes to be interested in all the shares held by these
trusts. As a result of the release of shares described above, the number of
shares held by Pearson Employee Share Trust Limited designation 'A' (as trustee
of the Pearson Employee Share Trust) is now 26,513 shares (representing 0.003%
of the Company's issued ordinary share capital), and the number of shares held
by Mourant & Co Trustees Limited (as trustee of the Pearson plc Employee Share
Ownership Trust) is 745,352 shares (representing 0.093% of the Company's issued
ordinary share capital).

Yours faithfully

Stephen Jones
Deputy Secretary

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