Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MATTHIAS REBECCA C
   2. Issuer Name and Ticker or Trading Symbol
MOTHERS WORK INC [MWRK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CCO and Acting CMO
(Last)
(First)
(Middle)
CO/ MOTHERS WORK, INC.		 3. Date of Earliest Transaction (Month/Day/Year)
01/09/2008
(Street)

PHILADELPHIA, PA 19123		 4. If Amendment, Date Original Filed(Month/Day/Year)
01/11/2008		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK 01/09/2008   M(1)   5,800 A $ 9.13 29,222 D (2)  
COMMON STOCK 01/09/2008   S(1)   5,800 D $ 16.08 23,422 D (2)  
COMMON STOCK 01/09/2008   M(3)   5,700 A $ 9.13 22,748 I SEE FOOTNOTE (3)
COMMON STOCK 01/09/2008   S(3)   5,700 D $ 16.07 17,048 I SEE FOOTNOTE (3)
COMMON STOCK 01/10/2008   M(1)   12,500 A $ 9.13 35,922 D (2)  
COMMON STOCK 01/10/2008   S(1)   12,500 D $ 15.08 23,422 D (2)  
COMMON STOCK 01/10/2008   M(3)   12,500 A $ 9.13 29,548 I SEE FOOTNOTE (3)
COMMON STOCK 01/10/2008   S(3)   12,500 D $ 15.07 17,048 I SEE FOOTNOTE (3)
COMMON STOCK 01/11/2008   M(1)   6,700 A $ 9.13 30,122 D (2)  
COMMON STOCK 01/11/2008   S(1)   6,700 D $ 15.6475 23,422 D (2)  
COMMON STOCK 01/11/2008   M(3)   6,800 A $ 9.13 23,848 I SEE FOOTNOTE (3)
COMMON STOCK 01/11/2008   S(3)   6,800 D $ 15.6506 17,048 I SEE FOOTNOTE (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
OPTION (RIGHT TO BUY) $ 9.13 01/09/2008   M(1)     5,800   (4) 01/15/2008 COMMON STOCK 5,800 $ 0 19,200 D  
OPTION (RIGHT TO BUY) $ 9.13 01/09/2008   M(3)     5,700   (4) 01/15/2008 COMMON STOCK 5,700 $ 0 19,300 I SEE FOOTNOTE (3)
OPTION (RIGHT TO BUY) $ 9.13 01/10/2008   M(1)     12,500   (4) 01/15/2008 COMMON STOCK 12,500 $ 0 6,700 D  
OPTION (RIGHT TO BUY) $ 9.13 01/10/2008   M(3)     12,500   (4) 01/15/2008 COMMON STOCK 12,500 $ 0 6,800 I SEE FOOTNOTE (3)
OPTION (RIGHT TO BUY) $ 9.13 01/11/2008   M(1)     6,700   (4) 01/15/2008 COMMON STOCK 6,700 $ 0 0 D  
OPTION (RIGHT TO BUY) $ 9.13 01/11/2008   M(3)     6,800   (4) 01/15/2008 COMMON STOCK 6,800 $ 0 0 I SEE FOOTNOTE (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MATTHIAS REBECCA C
CO/ MOTHERS WORK, INC.
PHILADELPHIA, PA 19123		   X     President, CCO and Acting CMO  

Signatures

 Rebecca C. Matthias   01/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) THE OPTIONS WERE EXERCISED AND THE SHARES WERE SOLD PURSUANT TO A 10B5-1 PREARRANGED TRADING PLAN ADOPTED BY THE REPORTING PERSON ON NOVEMBER 21, 2007. THE OPTIONS WERE DUE TO EXPIRE ON JANUARY 15, 2008.
(2) THIS AMENDMENT IS BEING FILED TO REFLECT THE CORRECT AMOUNT OF SHARES THE REPORTING PERSON DIRECTLY OWNS JOINTLY WITH HER HUSBAND. 6,374 SHARES OF COMMON STOCK OF THE ISSUER ARE HELD JOINTLY BY THE REPORTING PERSON AND HER HUSBAND, DAN W. MATTHIAS. ON NOVEMBER 22, 2006, 20,000 SHARES OF RESTRICTED STOCK WERE ISSUED TO THE REPORTING PERSON BY THE ISSUER. THESE SHARES VEST IN TWO (2) EQUAL ANNUAL INSTALLMENTS BEGINNING ON NOVEMBER 22, 2007. OF THE 10,000 SHARES OF RESTRICTED STOCK THAT VESTED ON NOVEMBER 22, 2007, THE REPORTING PERSON HOLDS 7,048 VESTED SHARES.
(3) THE REPORTING PERSON IS DEEMED TO BENEFICIALLY OWN SHARES AND OPTIONS GRANTED TO OR HELD BY HER HUSBAND, DAN W. MATTHIAS. THE OPTIONS WERE EXERCISED AND THE SHARES WERE SOLD PURSUANT TO A 10B5-1 PREARRANGED TRADING PLAN ADOPTED BY THE REPORTING PERSON'S HUSBAND, DAN W. MATTHIAS, ON NOVEMBER 21, 2007. THE OPTIONS WERE DUE TO EXPIRE ON JANUARY 15, 2008. ON NOVEMBER 22, 2006, 20,000 SHARES OF RESTRICTED STOCK WERE ISSUED TO THE REPORTING PERSON'S HUSBAND, DAN W. MATTHIAS, BY THE ISSUER. THESE SHARES VEST IN TWO (2) EQUAL ANNUAL INSTALLMENTS BEGINNING ON NOVEMBER 22, 2007. OF THE 10,000 SHARES OF RESTRICTED STOCK THAT VESTED ON NOVEMBER 22, 2007, THE REPORTING PERSON'S HUSBAND, DAN W. MATTHIAS, HOLDS 7,048 VESTED SHARES.
(4) THE OPTIONS VESTED AND WERE EXERCISABLE ON JANUARY 15, 1999.

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