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 October 2003

                                  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




1 October 2003



RNS

The London Stock Exchange

Old Broad Street

London

EC2N 1HP





Dear Sirs


Non-Executive Directors' Share Purchase Plan


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





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

                                                        
Lord              259    0.000032%   574.72p           2,805           0.00035%
Burns

Reuben            337    0.000042%   574.72p          13,252           0.00165%
Mark

Vernon            259    0.000032%   574.72p           2,754           0.00034%
Sankey

Gurvirendra     1,053    0.000131%   574.72p          11,302           0.00141%
Talwar




If there are any questions in connection with this matter, please do not
hesitate to contact me.


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: 1 October 2003

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