Director Shareholding

Mothercare PLC
9 October 2000


LETTER TO: COMPANY ANNOUNCEMENTS OFFICE


MOTHERCARE PLC

We write to notify you that we were advised today that the Trustee of the
Mothercare Employee Trust acquired 125,874 Mothercare plc ordinary shares on 6th
October 2000 at £1.29 per share. The shares are to be utilised by the Trust for
equity incentives throughout the Mothercare business. The directors of
Mothercare plc however are deemed to be interested in all of the shares held by
the Trust, which now amount to 2,555,993 shares or 3.62% of the issued share
capital, as potential beneficiaries of the Trust.


LETTER FROM:  MOTHERCARE PLC