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 June 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





9 June 2004


RNS
The London Stock Exchange
The London Stock Exchange Tower
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 % of the Shares
originally comprised in the award. These Shares were subject to a two-year
retention period following vesting. Employee benefit trusts hold sufficient
Shares to satisfy these PEI awards.

As a result of Shares under PEI awards which vested on 8 June 2002 being
released following the two-year retention period, the following executive
directors have become entitled to the number of Shares shown in the second
column below. The number of Shares shown in the third column below were sold on
8 June 2004 at a price of 681 pence per share in order to discharge tax and
social security liabilities on the Shares received, leaving the after tax number
of Shares set out in the final column below.



Name of Director   Shares Released     Shares Sold       Shares Retained
                                                          
David Bell              26,890            11,025                  15,865
Peter Jovanovich        46,586            18,635                  27,951
John Makinson           30,874            12,659                  18,215
Marjorie Scardino       54,029            22,152                  31,877



As a result of the above transactions, the executive directors are interested in
the following Shares (excluding Shares to which they may become entitled,
subject to the satisfaction of any relevant conditions, under the Company's
employee share plans):



Name of Director           Number of Shares              % of Capital
                                                        
David Bell                     76,183                      0.00949
Peter Jovanovich               84,401                      0.01052
John Makinson                 114,177                      0.01423
Marjorie Scardino             125,610                      0.01565



The Shares required to satisfy these awards have been sourced from three
employee benefit trusts established by the Company. Each executive director is
deemed for Companies Act purposes to be interested in all the shares held by
these trusts. As a result of the release of Shares described above, the number
of shares held by Pearson Employee Share Trustees Limited designation 'A' (as
trustee of the Pearson Employee Share Trust) is now reduced to nil, the number
of Shares held by Pearson Employee Share Trustees Limited (as trustee of the
Pearson Employee Share Trust) is now 126,557 Shares (representing 0.016% of the
Company's issued ordinary share capital), and the number of Shares held by
Mourant & Co Trustees Limited (as trustee of the Pearson plc Employee Share
Ownership Trust) is 383,220 Shares (representing 0.048% of the Company's issued
ordinary share capital).



Yours faithfully

Stephen Jones
Deputy Secretary



                                    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: 9 June 2004

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