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 September, 2006

                                  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 Holding(s) in Company



To: RNS

Notification of Change in Interest in Shares

We write in accordance with rule 9.12, under the continuing obligations section
of the Listing Rules, to notify you that on 5 September 2006 we received
information that, pursuant to section 198 of the Companies Act 1985, the
shareholding of Barclays PLC has been reduced and now represents less than 3% of
the issued ordinary share capital of Pearson plc.

From: Pearson PLC



Letter to: Pearson PLC
Dated: 5 September 2006


Companies Act 1985 ("The Act") - Part VI

I refer to our previous correspondence and now inform you that as 31 August 2006
Barclays PLC no longer has a notifiable interest in the capital of your Company.

According to our records your Company's Issued Share Capital is 805,601,503.


From: Geoff Smith
      Barclays PLC


                                    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: 05 September 2006

                             By:   /s/ STEPHEN JONES
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                                   Stephen Jones
                                   Deputy Secretary