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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 2006

                                  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
Letter dated   28 February 2006

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 103,908,285 shares, representing 12.92% 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                     804,360,971

Registered Holder                   No.of Shares                   % of class

Bank of New York, London               3,406,254                      0.4235%
Bank of New York, Europe                  10,854                      0.0013%
CEDE                                          42                      0.0000%
Citibank Nominees Ltd.                 1,023,326                      0.1272%
Clydesdale Bank PLC                      737,910                      0.0917%
Euroclear Bank SA                         38,407                      0.0048%
HSBC Bank PLC                            861,939                      0.1072%
JP Morgan/Chase Bank                  76,825,267                      9.5511%
Mellon Trust                           4,460,868                      0.5546%
Merrill Lynch                          1,434,638                      0.1784%
Northern Trust Company                 2,614,634                      0.3251%
Royal Trust Corp of Canada             3,782,010                      0.4702%
State Street Nominees Limited          8,712,136                      1.0831%
TOTAL                                103,908,285                       12.92%


Letter from Pearson Plc



                                    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: 28 February 2006

                             By:   /s/ STEPHEN JONES
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                                   Stephen Jones
                                   Deputy Secretary