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 April 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



22 April 2003


RNS

The London Stock Exchange

Old Broad Street

London EC2N 1HP



Dear Sirs


Pearson plc - Notification of Directors' Interests

Pearson  operates the Annual  Bonus Share  Matching  Plan (the  "Plan")  whereby
executive directors and certain senior executives are able to elect to invest up
to half of their annual bonus in ordinary shares in the Company ("shares").  The
participant is then entitled to receive, after tax thereon, one additional share
free of charge for every share left in trust for five years (or half that number
of additional shares after three years). Entitlement to the additional shares is
dependent on Pearson satisfying a corporate performance target and will normally
be lost if the participant leaves Pearson's employment.

The  directors  named below have informed the Company on 17 April 2003 that they
have  purchased  shares in order to participate in the Plan in respect of annual
bonuses for 2002. The purchase price for all of these shares was 546p per share.





Director                 Shares        Resultant         Percentage
                      Purchased          Holding            Holding

                                                       
J C Makinson              7,326           36,659           0.00457%

D C M Bell                3,663           54,602           0.00681%

R A Fairhead              9,062            9,622           0.00120%





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: 22 April 2003

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