Director Shareholding

Pearson PLC
06 May 2004






6 May 2004

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


Dear Sirs

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

On 5 May 2004, the company made a grant of 30,000 restricted shares to Dennis
Stevenson under the terms of the Long-Term Incentive Plan, as set out in the
report on directors' remuneration in the 2003 Pearson Annual Report. This award
will vest subject to the Pearson share price reaching £9.00 for a period of 20
consecutive business days prior to 5 May 2007. If this condition is not met, the
award will lapse.

At the close of business on 5 May 2004, the Pearson share price was 673.5p.

Yours faithfully


Stephen Jones
Deputy Secretary

SAJ/DC


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