X0202 4/A 2008-01-09 2008-01-11 0 0000896985 MOTHERS WORK INC MWRK 0001270152 MATTHIAS DAN W C/O MOTHERS WORK, INC. 456 NORTH FIFTH STREET PHILADELPHIA PA 19123 1 1 0 0 Chief Executive Officer COMMON STOCK 2008-01-09 4 M 0 5700 9.13 A 29122 D COMMON STOCK 2008-01-09 4 S 0 5700 16.07 D 23422 D COMMON STOCK 2008-01-09 4 M 0 5800 9.13 A 22848 I SEE FOOTNOTE COMMON STOCK 2008-01-09 4 S 0 5800 16.08 D 17048 I SEE FOOTNOTE COMMON STOCK 2008-01-10 4 M 0 12500 9.13 A 35922 D COMMON STOCK 2008-01-10 4 S 0 12500 15.07 D 23422 D COMMON STOCK 2008-01-10 4 M 0 12500 9.13 A 29548 I SEE FOOTNOTE COMMON STOCK 2008-01-10 4 S 0 12500 15.08 D 17048 I SEE FOOTNOTE COMMON STOCK 2008-01-11 4 M 0 6800 9.13 A 30222 D COMMON STOCK 2008-01-11 4 S 0 6800 15.6506 D 23422 D COMMON STOCK 2008-01-11 4 M 0 6700 9.13 A 23748 I SEE FOOTNOTE COMMON STOCK 2008-01-11 4 S 0 6700 15.6475 D 17048 I SEE FOOTNOTE OPTION (RIGHT TO BUY) 9.13 2008-01-09 4 M 0 5700 0 D 2008-01-15 COMMON STOCK 5700 19300 D OPTION (RIGHT TO BUY) 9.13 2008-01-09 4 M 0 5800 0 D 2008-01-15 COMMON STOCK 5800 19200 I SEE FOOTNOTE OPTION (RIGHT TO BUY) 9.13 2008-01-10 4 M 0 12500 0 D 2008-01-15 COMMON STOCK 12500 6800 D OPTION (RIGHT TO BUY) 9.13 2008-01-10 4 M 0 12500 0 D 2008-01-15 COMMON STOCK 12500 6700 I SEE FOOTNOTE OPTION (RIGHT TO BUY) 9.13 2008-01-11 4 M 0 6800 0 D 2008-01-15 COMMON STOCK 6800 0 D OPTION (RIGHT TO BUY) 9.13 2008-01-11 4 M 0 6700 0 D 2008-01-15 COMMON STOCK 6700 0 I SEE FOOTNOTE 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. THIS AMENDMENT IS BEING FILED TO REFLECT THE CORRECT AMOUNT OF SHARES THE REPORTING PERSON DIRECTLY OWNS JOINTLY WITH HIS WIFE. 6,374 SHARES OF COMMON STOCK OF THE ISSUER ARE HELD JOINTLY BY THE REPORTING PERSON AND HIS WIFE, REBECCA C. 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. THE REPORTING PERSON IS DEEMED TO BENEFICIALLY OWN SHARES AND OPTIONS GRANTED TO OR HELD BY HIS WIFE, REBECCA C. MATTHIAS. THE OPTIONS WERE EXERCISED AND THE SHARES WERE SOLD PURSUANT TO A 10B5-1 PREARRANGED TRADING PLAN ADOPTED BY THE REPORTING PERSON'S WIFE, REBECCA C. 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 WIFE, REBECCA C. 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 WIFE, REBECCA C. MATTHIAS, HOLDS 7,048 VESTED SHARES. THE OPTIONS VESTED AND WERE EXERCISABLE ON JANUARY 15, 1999. Dan W. Matthias 2008-01-14