Holding in Company

Mothercare PLC
21 December 2001



The Company Announcements Office

London Stock Exchange

Old Broad Street

London

EC2N 1HP



Friday, 21 December 2001



Dear Sirs

MOTHERCARE PLC : CHANGE IN SHAREHOLDING

Mothercare plc announces that it was advised today by Fidelity Investments (on
behalf of Fidelity International (FIL) and its direct and indirect
subsidiaries) of an increase in their notifiable interest in the share capital
of Mothercare plc.

Fidelity Investments interest comprises 10,247,426 shares or 14.50% of
Mothercare's issued share capital, (previously 8,728,563 shares or 12.35%).

Registered Holder                                     No. of Shares

HSBC                                                        905,269
Chase Nominees Ltd                                        8,266,230
Chase Nominees Ltd                                          803,627
Bankers Trust                                               162,100
State Street Bank and Trust                                  87,700
State Street Nominees Ltd.                                   22,500


Yours faithfully



Clive E. Revett

Company Secretary