Director Shareholding

Mothercare PLC
17 January 2002


CER/                                           Direct dial ++44 (0) 1923 206185

                                               Direct fax: ++44 (0) 1923 206376

Thursday, 17 January 2002                e-mail : [e-mail]







The Company Announcement Office

London Stock Exchange

Old Broad Street

London EC2N 1HP





Dear Sirs

Re Mothercare Plc


Mothercare plc announces that Mothercare Employees' Share Trustee Limited 
('The Trust') has today disposed of 16,023 shares in Mothercare plc pursuant to
an employee share scheme. Following the transfer the Trust, in which the
executive directors are technically deemed to be interested as discretionary
beneficiaries, holds 13,151 ordinary shares.

Yours faithfully,





Clive E. Revett

Company Secretary