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 September, 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




Non-Executive Directors' Share Purchase Plan

Below are details of purchases of ordinary shares made today under the
Non-Executive Directors' Share Purchase Plan:-





Name of     No. of      Percentage   Price    Total Holding    Total Percentage
Director    Shares      of Issued    per      Following        Following
            Purchased   Stock        Share    Notification     Notification
                                                 

Lord
Burns          248      0.00003%    599.84p      3,845           0.00048%

Susan
Fuhrman        233      0.00003%    599.84p        233           0.00003%

Reuben
Mark           322      0.00004%    599.84p     14,480           0.00180%

Vernon
Sankey         248      0.00003%    599.84p      3,699           0.00046%

Gurvirendra
Talwar       1,009      0.00013%    599.84p      7,155           0.00089%



                                    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: 30 September 2004

                             By:   /s/ STEPHEN JONES
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                                   Stephen Jones
                                   Deputy Secretary