Holding(s) in Company

Pearson PLC
28 February 2006



Letter to      RNS
Letter dated   28 February 2006

Notification of Change in Interest in Shares

We write in accordance with rule 9.12, under the continuing obligations section 
of the Listing Rules, to notify you that we have today received information
that, pursuant to section 198 of the Companies Act 1985, the shareholding of
Franklin Resources, Inc. equals 103,908,285 shares, representing 12.92% of the
issued share capital of Pearson plc.

The registered holders of the shares are listed on the schedule below.


                                Schedule

                               PEARSON PLC

                           Outstanding Shares                     804,360,971

Registered Holder                   No.of Shares                   % of class

Bank of New York, London               3,406,254                      0.4235%
Bank of New York, Europe                  10,854                      0.0013%             
CEDE                                          42                      0.0000%
Citibank Nominees Ltd.                 1,023,326                      0.1272%
Clydesdale Bank PLC                      737,910                      0.0917%
Euroclear Bank SA                         38,407                      0.0048%
HSBC Bank PLC                            861,939                      0.1072%
JP Morgan/Chase Bank                  76,825,267                      9.5511%
Mellon Trust                           4,460,868                      0.5546%
Merrill Lynch                          1,434,638                      0.1784%     
Northern Trust Company                 2,614,634                      0.3251%
Royal Trust Corp of Canada             3,782,010                      0.4702%
State Street Nominees Limited          8,712,136                      1.0831%
TOTAL                                103,908,285                       12.92%              


Letter from Pearson Plc



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