Director Shareholding

Mothercare PLC
13 February 2002



CER/RNS                                         Direct dial ++44 (0) 1923 206185
                                                Direct fax: ++44 (0) 1923 206376
Wednesday, 13 February 2002               e-mail : [e-mail]



The Company Announcements Office

London Stock Exchange

Old Broad Street

London

EC2N 1HP





Dear Sirs

Mothercare plc : Director Shareholdings.


We write to advise you that we have been informed that the under-mentioned
Directors of Mothercare plc have acquired the number of shares set out below
pursuant to mandates under the Dividend Re-Investment plan following payment of
the Interim Dividend on 12 February 2002.

Name                          Shares acquired        Total following acquisition
Alan K.P.Smith                     1157                        221,787
Mrs Angela C Heylin                   7                           4438
Christopher N. Martin                46                           8723



Yours faithfully



Clive E. Revett

Company Secretary



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