Director Shareholding

Mothercare PLC
23 July 2003




CER/Document2
                                                             Direct dial
                                                           ++44 (0) 1923
                                                                206185

                                                             Direct fax:
                                                           ++44 (0) 1923
                                                                206376
Wednesday, 23 July 2003
                                                                e-mail :
                                                         clive.revett@mo
                                                         thercare.co.uk





The London Stock Exchange
Old Broad Street
London


Via RNS


Dear Sirs

Re Directors' Interests in Shares

Mothercare plc announce that the Trustees of the Mothercare Employee Trust on 21
July conditionally awarded ordinary 50p shares in Mothercare plc under The
Mothercare Long Term Incentive Plan ('LTIP') and The Mothercare Share Matching
Scheme ('SMS') to the undermentioned directors. The LTIP and SMS were approved
by shareholders at the AGM on 18 July 2003.

The conditional awards will normally vest in three years time, free of charge,
dependent upon the achievement of performance conditions. The extent to which
awards will vest will depend partly upon the Company's total shareholder return
performance relative to all general retailers in the Mid 250 and SmallCap
indices, and partly upon the achievement of specified Earnings Per Share
targets.


Director                                   LTIP                    SMS
Ben Gordon                              402,477                100,619
Steven Glew                             105,264                 60,000


Yours Faithfully


Clive E. Revett

Company Secretary




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