UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


--------------------------------------------------------------------------------

                                    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 June, 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

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


        This Report includes the following documents: 

1. A press release from Pearson plc announcing Director Shareholding




Non-Executive Directors' Share Purchase Plan


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



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

                                                            
Lord              341     0.000042     6.53           4,781            0.00059
Burns

Reuben            444     0.000055     6.53          15,689            0.00195
Mark

Vernon            340     0.000042     6.53           4,627            0.00058
Sankey

Dennis
Stevenson       1,141      0.00014     6.53         205,350            0.02138

Gurvirendra
Talwar          1,202     0.000150     6.53          10,873            0.00135



Name of    No. of ADRs Percentage of Price   Total Holding    Total Percentage
Director   Purchased   Issued Stock  per ADR Following        Following
                       %             $       Notification     Notification

Susan            442      0.000055   11.90            1,434            0.00018
Fuhrman








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