Director Shareholding

Mothercare PLC
1 June 2001


                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

Mothercare Plc

2) Name of director

Angela Heylin OBE

3) Please state whether notification indicates that it is in respect of
holding of the shareholder named in 2 above or in respect of a non-beneficial
interest or in the case of an individual holder if it is a holding of that
person's spouse or children under the age of 18 or in respect of a
non-beneficial interest

Spouse - beneficial holding

4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them (if notified)

Maurice Minsly (Husband of Angela Heylin)

5) Please state whether notification relates to a person(s) connected
with the Director named in 2 above and identify the connected person(s)

N/a

6) Please state the nature of the transaction. For PEP transactions
please indicate whether general/single co PEP and if discretionary/non
discretionary

Acquisition of Ordinary shares.

7) Number of shares/amount of
stock acquired

1000

8) Percentage of issued class

0.0014

9) Number of shares/amount
of stock disposed

Nil

10) Percentage of issued class

N/a

11) Class of security

Ordinary 50p shares

12) Price per share

£2.98 per share

13) Date of transaction

25 May 2001

14) Date company informed

01 June 2001

15) Total holding following this notification

4426 (being combined holdings of Angela Heylin and M. Minsly)

16) Total percentage holding of issued class following this notification

0.006

If a director has been granted options by the company please complete the
following boxes

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number



21) Exercise price (if fixed at time of grant) or indication that price
is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
following this notification



23) Any additional information



24) Name of contact and telephone number for queries



25) Name and signature of authorised company official responsible for
making this notification Clive E. Revett, Company Secretary.

Date of Notification...1 June 2001...............................