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 February, 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


                                    




TO:  RNS 

Notification of change in interest in shares

We write in accordance with rule 9.12, under the Continuing Obligations section
of the List Rules, to notify you that on 16 February 2005 we received
notification that, pursuant to section 198 of the Companies Act 1985, the
shareholding of Franklin Resources, Inc., and its affiliates which equates to
80,405,466 shares, now represents 10.0073% of the issued ordinary share capital
of Pearson plc.

The registered holders of the shares are listed on the schedules attached to 
this fax.


FROM:     Michaella Henderson      
          Assistant Company Secretary
          PEARSON PLC




                                   SCHEDULE 

                                  PEARSON PLC 

                              Outstanding Shares               803,465,794

 
 Registered Holder             No. of Shares                   % of Class

Bank of New York, London         4,162,158                        0.5180%

Citibank Nominees Ltd.             786,364                        0.0979%

Clydesdale Bank Plc                862,210                        0.1073%

Euroclear Bank SA                   38,254                        0.0048%

HSBC Bank PLC                      976,067                        0.1215%

JP Morgan/Chase Bank            59,240,580                        7.3731%

Mellon Trust                     2,947,688                        0.3669%

Merrill Lynch                      809,752                        0.1008%

Northern Trust Company           1,742,415                        0.2169%

Royal Trust Corp of Canada       2,650,791                        0.3299%

State Street Nominees Limited    6,189,187                        0.7703%

TOTAL                           80,405,466                       10.0073%


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 February, 2005 
  
                             By:   /s/ STEPHEN JONES
                            -----------------------
                                   Stephen Jones
                                   Deputy Secretary