SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HENDRICKSON LISA

(Last)

(First)

(Middle)

C/O MOTHERS WORK, INC.

456 NORTH FIFTH STREET

(Street)

PHILADELPHIA

19123

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2008

3. Issuer Name and Ticker or Trading Symbol
MOTHERS WORK INC [ MWRK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Merchandising Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,694⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽²⁾	11/15/2011	Common Stock	100	$7.7	D
Stock Options (Right to Buy)	⁽³⁾	11/20/2012	Common Stock	1,000	$37.05	D
Stock Options (Right to Buy)	⁽⁴⁾	11/24/2014	Common Stock	800	$12.86	D
Stock Options (Right to Buy)	⁽⁵⁾	11/28/2015	Common Stock	1,000	$10.01	D
Stock Options (Right to Buy)	⁽⁶⁾	05/12/2016	Common Stock	5,000	$29.24	D

Explanation of Responses:

1. On November 21, 2007, 1,000 shares of restricted stock were issued to the Reporting Person by the Issuer. These shares vest in five (5) equal annual installments beginning on November 21, 2008. On November 22, 2006, 750 shares of restricted stock were issued to the Reporting Person by the Issuer. These shares vest in five (5) equal annual installments beginning on November 22, 2007. Of the 150 shares of restricted stock that vested on November 22, 2007, the Reporting Person turned in 56 shares to settle minimum required tax withholding obligations, and currently holds 94 vested shares.

2. The original grant was for 500 shares. The options vested and became exercisable in five (5) equal annual installments beginning on November 15, 2002.

3. The options vested and became exercisable in five (5) equal annual installments beginning on November 20, 2003.

4. The original grant was for 1,000 shares. The options vest and become exercisable in five (5) equal annual installments beginning on November 24, 2005.

5. The options vest and become exercisable in five (5) equal annual installments beginning on November 28, 2006.

6. The options vest and become exercisable in five (5) equal annual installments beginning on May 12, 2007.

	Lisa Hendrickson	01/25/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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