Director Shareholding

Mothercare PLC
03 December 2002


CER/1739386_Announcement BG.doc                 Direct dial ++44 (0) 1923 206185
                                                Direct fax: ++44 (0) 1923 206376
Tuesday 3 December 2002                   e-mail : [e-mail]




Via RNS

The London Stock Exchange

Old Broad Street

London




Dear Sirs

Re Ben Gordon: Interest In Shares

Mothercare plc has today been advised that the Mothercare Employee Trust has on
2 December 2002, granted the under-mentioned share awards to Ben Gordon upon his
appointment as Chief Executive of Mothercare Plc:

 1. Options to acquire ordinary shares in the capital of the Company under the
    Mothercare plc 2000 Share Option Plan and Inland Revenue Approved Share
    Option Plan which have a value at the date of grant equivalent to £325,000,
    being 312,500 shares at an option exercise price of 104.0p per share. The
    first date upon which the option may be exercised is 2 December 2005 subject
    to the satisfaction of the Plan's performance criteria.
 2. An award over 500,000 ordinary shares in the Company which will be released
    to Mr Gordon (without payment being required from him) in tranches pursuant
    to performance criteria being met in respect of sustained improvement in the
    Company's share price and profitability. The performance criteria, which
    will be fully set out in the next annual report and accounts of the Company,
    includes minimum share price levels being reached of 200p, 300p and 400p and
    being sustained for at least 3 months in order for tranches of the award to
    be released..



Yours sincerely


Clive E. Revett

Company Secretary

LMF/LDSDP/38282/120009/1739386 19 November 2002 D1V1


                      This information is provided by RNS
            The company news service from the London Stock Exchange