Holding in Company

Mothercare PLC
29 March 2001




cer/stock exch                                                    29 March 2001


The Company Announcement Office

London Stock Exchange

Old Broad Street

London EC2N 1HP



Dear Sirs

Mothercare plc: Significant Shareholding

Mothercare plc announces that it was advised today by Franklin Resources Inc)
of a decrease in their notifiable interest in the share capital of Mothercare
plc.

Franklin Resources interest comprises 3,531,295 shares or 4.99% (previously
4,166,295 or 5.89%) of Mothercare's issued capital.

Registered Holder                                Number of Shares
Chase Nominees Limited                           2,073,519
Deutsche London                                  128,666
Clydesdale Bank London                           325,063
Northern Trust Company London                    398,900
State Street Nominees London                     480,714
Midland Bank plc                                 124,433
Total                                            3,531,295 or 4.99%

Yours faithfully



Clive E Revett

Company Secretary