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 2005

                                  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


                           Pearson plc (the Company)

In 2001, the Company established the Pearson Long Term Incentive 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) - option awards and restricted share awards.

Restricted Share Awards Granted on 9 May 2001

The vesting of restricted share awards granted on 9 May 2001 was dependent on
the Company's free cash flow per share performance over the three-year period
2001 to 2003, as set out in the 2003 annual report and accounts.

On 25 February 2005, these restricted share awards vested as to 70.5 % of the
Shares originally comprised in the award (the Vested Shares). 75% of the Vested
Shares form the main tranche of the Award which may be called for by
participants within 6 months of vesting.

The Shares required to satisfy these awards have been sourced from a number of
employee benefit trusts established by the Company. As a result of the release
of Shares described above, the number of Shares held by Pearson Employee Share
Trustees Limited (as trustee of the Pearson Employee Share Trust) is now zero.

No executive directors have today called for Shares under these LTIP awards.

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





                                    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: 17 March 2005

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