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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 10, 2002

Mothers Work, Inc.
(Exact name of issuer as specified in charter)

DELAWARE	0-21196	13-3045573
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification Number)

456 North Fifth Street
Philadelphia, Pennsylvania 19123
(Address of principal executive offices)

(215) 873-2200
(Registrant's telephone number, including area code)

Item 5—Other Events.

        On July 10, 2002, Mothers Work, Inc. issued a press release announcing that it has commenced a cash tender offer to purchase all of its outstanding 12⁵/8% Senior Notes due 2005. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 7—Financial Statements, Pro Forma Financial Information and Exhibits.

(c)

Exhibits

Exhibit No.	Description
99.1	Press Release issued by Mothers Work, Inc. on July 10, 2002

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        Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	MOTHERS WORK, INC.
Date: July 10, 2002	By:	/s/  EDWARD M. KRELL Edward M. Krell Senior Vice President—Chief Financial Officer

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