Director Shareholding

Mothercare PLC
03 June 2004





CER/Document2                                   Direct dial ++44 (0) 1923 206185
                                                Direct fax: ++44 (0) 1923 206376
Wednesday, 02 June 2004                   e-mail : [e-mail]


The London Stock Exchange

Via RNS

Dear Sirs

Re Directors' Interests in Shares

Mothercare plc announce that the Trustees of the Mothercare Employee Trust on 1
June 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 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                        103,236             49425
Steven Glew                        51,500             29714

Yours Faithfully

Clive E. Revett
Company Secretary



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