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 March, 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


31 March 2003

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



Dear Sirs

                           Pearson plc (the Company)

In 1999, the Company established the Pearson Reward Plan (the Plan) for the
purpose of providing a long term share incentive for executive directors and
senior executives of the Pearson group.  The Plan provided for the grant of two
separate categories of award relating to ordinary shares in the Company (Shares)
- - Pearson Premium Option awards and Pearson Equity Incentive (PEI) awards.

The vesting level of PEI awards is dependent on the Company's performance over a
three year period, measured in terms of free cash flow per Share.  On 8 June
2002, the PEI awards granted in 1999 vested as to 97.2 per cent. of the Shares
originally comprised in the award.  These Shares are normally subject to a
two-year retention period following vesting.  Mourant & Co. Trustees Limited, as
trustee of the Pearson Employee Share Ownership Trust, (the Trust) holds
sufficient Shares to satisfy these PEI awards.

As a result of Shares under PEI awards which vested on 8 June 2002 being
released early to participants leaving the Pearson group, the number of Shares
held by the Trust has reduced from 850,779 Shares to 817,567 Shares.

No executive directors have called for Shares under these PEI awards.

Each of the executive directors of the Company is, for Companies Act purposes,
regarded as interested in all the Shares held by the Trust.  Despite the
technical interest in all the Shares each executive director will only be
entitled to receive from the Trust that number of Shares to which he or she is
entitled under share plans operated by the Company in which he or she
participates.

Yours faithfully







Stephen Jones
Deputy Secretary


END

                                    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: 31 March, 2003

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