Director Shareholding

Mothercare PLC
12 October 2000




LETTER TO COMPANY ANNOUNCEMENTS OFFICE

We write to notify you that we were advised today that the Trustee of the
Mothercare Employee Trust acquired 866,205 Mothercare plc ordinary shares on
10th October 2000 at £1.39 per share.  The shares are to be utilised by the
Trust for equity incentives throughout the Mothercare business.  The directors
of Mothercare plc however are deemed to be interested in all of the shares held
by the Trust, which now amount to 3,524,071 shares or 4.99% of the issued share
capital, as potential beneficiaries of the Trust.

FROM MOTHERCARE PLC