Director Shareholding

Mothercare PLC
20 August 2001







CER/RNS/shareacq

Monday, 20 August 2001





The Company Announcements Office

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 in respect of the final dividend paid to
shareholders on 17 August 2001.

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

A. K. P. Smith         369                   220,630                   0.31%


C. N. Martin            41                     8,677                   0.01%

B. Hardy                55                    11,495                   0.01%

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

Yours faithfully





Clive E. Revett

Company Secretary