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



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company

PEARSON PLC

2. Name of director

JOHN CROWTHER MAKINSON

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest

DIRECTORS OWN HOLDING

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)

AS IN (2) ABOVE

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)

NOT APPLICABLE

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary

EXERCISE OF EXECUTIVE SHARE OPTIONS

7. Number of shares / amount of stock acquired

56,000

8. Percentage of issued class

0.007%

9. Number of shares/amount of stock disposed

NOT APPLICABLE

10. Percentage of issued class

NOT APPLICABLE

11. Class of security

ORDINARY SHARES OF 25P EACH

12. Price per share

567.0p EXERCISE PRICE

13. Date of transaction

30 APRIL 2004

14. Date company informed

30 APRIL 2004

15. Total holding following this notification

95,214

16. Total percentage holding of issued class following this notification

0.012%

If a director has been granted options by the company please complete the
following boxes.

17. Date of grant

NOT APPLICABLE

18. Period during which or date on which exercisable

NOT APPLICABLE

19. Total amount paid (if any) for grant of the option

NOT APPLICABLE

20. Description of shares or debentures involved: class, number

NOT APPLICABLE

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise

NOT APPLICABLE

22. Total number of shares or debentures over which options held following this
notification

NOT APPLICABLE

23. Any additional information

NOT APPLICABLE

24. Name of contact and telephone number for queries

ANDY WILKINSON 0207 010 2252

25. Name and signature of authorised company official responsible for making
this notification

STEPHEN JONES

Date of Notification

4 MAY 2004

The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.



                                    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:4 May 2004

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