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 March 2004

                                  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's Share Interests'




1 March 2004

Pearson plc -- Director's Share Interests

Pearson announces that Marjorie Scardino, Chief Executive, has acquired an
interest in ordinary shares in Pearson.

She has chosen to exchange $1.2 million of her current deferred compensation
pension entitlement for ordinary shares of Pearson. This election is not
reversible and covers approximately one-third of the current notional value of
the plan.

The number of shares will be set at the mid-market value of Pearson shares at
the close of business today.

This change does not represent any alteration in the company's pension
obligations or compensation to Marjorie Scardino.  Further details of these
arrangements will be outlined in the company's forthcoming Report and Accounts
to shareholders

                                    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: 01 March 2004

                             By:   /s/ STEPHEN JONES
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                                   Stephen Jones
                                   Deputy Secretary