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 January, 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 Holding(s) in Company

LETTER TO:  RNS

Notification of Change to 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 40,785,075 shares, representing 5.0831% of the
issued share capital of Pearson plc.

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

From:  Stephen Jones (Deputy Secretary)
       PEARSON PLC


                                       SCHEDULE

                                      PEARSON PLC

                      Outstanding Shares          802,371,835


Registered Holder               No. of Shares                         % of Class

Bank of New York                      443,710                            0.0553%

Chase Nominees Ltd                 32,038,098                            3.9929%

Citibank Nominees Ltd.                597,178                            0.0744%

Euroclear                               7,398                            0.0009%

HSBC Bank PLC                          42,440                            0.0053%

Mellon Trust                        2,271,035                            0.2830%

Merrill Lynch                         454,390                            0.0566%

Northern Trust Company                778,827                            0.0971%

Royal Trust Corp of Canada          1,251,076                            0.1559%

State Street Nominees Limited       2,900,923                            0.3615%

TOTAL                              40,785,075                            5.0831%




END
                                    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: 5 January, 2004

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