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





2 April 2003

RNS

The London Stock Exchange

Old Broad Street

London

EC2N 1HP


Dear Sirs

Non-Executive Directors' Share Purchase Plan

Below are details of purchases of ordinary shares made yesterday under the
Non-Executive Directors' Share Purchase Plan:-



                                                                                   


Name of Director   No. of Shares Percentage of       Price per      Total Holding    Total Percentage
                   Purchased     Issued Stock        Share          Following        Following
                                                                    Notification     Notification

Lord Burns         310           0.000039%           480.9p         2,282            0.00028%


Reuben Mark        403           0.000050%           480.9p         12,579           0.00157%


Vernon Sankey      309           0.000039%           480.9p         2,236            0.00028%


Gurvirendra Talwar 1,276         0.000159%           480.9p         9,198            0.00115%




If there are any questions in connection with this matter, please do not
hesitate to contact me.

Yours faithfully

Julia Casson
Company Secretary

JMC/DC

                                    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: 2 April 2003

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