Director Shareholding

Mothercare PLC
19 August 2002








CER/RNS/shareacq

Monday, 19 August 2002





London Stock Exchange

Old Broad Street

London







Dear Sirs

RE : Mothercare plc : Directors' Shareholdings

Mothercare plc announce that the following Directors participated in the
Dividend Re-Investment Plan (DRIP) in respect of the final dividend paid to
shareholders on 16 August 2002.

        Director             DRIP shares acquired      Total shares following   Percentage of share
                                                                DRIP            capital

A. K. P. Smith                              2,545                     224332                  0.32%
                         
A. Heylin                                      13                       4451                 0.006%

The final dividend was 1.5p per share. The purchase price of each DRIP share was
£1.2941.

The company's share capital is 70,684,962 ordinary shares.

Yours faithfully





Clive E. Revett

Company Secretary






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