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 October, 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 Holding(s) in Company


                                   



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 we have today  received  information
that,  pursuant to section 198 of the Companies Act 1985,  the  shareholding  of
Franklin Resources,  Inc. equals 104,485,808 shares,  representing 13.00% of the
issued share capital of Pearson plc.

The registered holders of the shares are listed on the schedule below.





                                Schedule
                               PEARSON PLC
                                                                 

                                Outstanding Shares                 803,989,183

Registered Holder                   No.of Shares                   % of class
Bank of Now York, London               8,060,271                      1.0025%
Bank of New York, Europe                  10,893                      0.0013%
CEDE                                          80                      0.0000%
Citibank Nominees Ltd.                   975,118                      0.1213%
Clydesdale Bank PLC                      862,210                      0.1072%
Euroclear Bank SA                         38,254                      0.0048%
HSBC Bank PLC                            883,625                      0.1099%
JP Morgan/Chase Bank                  74,143,237                      9.2219%
Mellon Trust                           4,456,835                      0.5543%
Marrill Lynch                          1,413,256                      0.1758%
Northern Trust Company                 2,270,585                      0.2824%
Royal Trust Corp of Canada             3,674,810                      0.4571%
State Street Nominees Limited          7,696,834                      0.9573%
TOTAL                                104,485,808                       13.00%





 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: 03 October, 2005
  
                             By:   /s/ STEPHEN JONES
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                                   Stephen Jones
                                   Deputy Secretary