UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                     PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of May, 2004

                                   PEARSON plc
             (Exact name of registrant as specified in its charter)

                                       N/A

                 (Translation of registrant's name into English)

                                    80 Strand
                            London, England WC2R 0RL
                                 44-20-7010-2000
                     (Address of principal executive office)

Indicate by check mark whether the Registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F:




      Form 20-F X                                      Form 40-F

Indicate by check mark whether the  Registrant  by  furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934




       Yes                                              No X

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                  This Report includes the following documents:

1. A press release from Pearson plc announcing Director Shareholding



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 GBP 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




                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                   PEARSON plc

Date: 6 May, 2004

                                              By:   /s/ STEPHEN JONES
                                                   -----------------------
                                                   Stephen Jones
                                                   Deputy Secretary