Director/PDMR Shareholding

Mothercare PLC
07 July 2005





CER/Document2                                Direct dial ++44 (0) 1923 206185
                                             Direct fax: ++44 (0) 1923 206376
Thursday, 07 July 2005                    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 have
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 directors and other persons discharging managerial responsibility
within the company, as set out below.

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                                   86,193             21,675
Steven Glew                                  41,087               9011
Colin Astbury                                22,968                  0
Anthony Carr                                 31,076                  0
Claire Tiney                                 24,603                  0
Gillian Berkmen                              44,820                  0
Clive Revett                                 18,525                  0
Christine Evans                              22,299                  0
Anna James                                   14,347                  0
Kevin O'Brien                                13,216                  0
Christopher J Cull                           12,247                  0

Yours Faithfully

Clive E. Revett
Company Secretary



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