Director Shareholding

Pearson PLC
06 June 2003



6 June 2003

RNS
The London Stock Exchange
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. 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 Shares under PEI awards which vested on 8 June 2002 being
released early to participants leaving the Pearson group, the number of Shares
held by the Trust has reduced from 788,029 Shares to 752,542 Shares.

No executive directors have called for Shares under these PEI awards.

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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