SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MATTHIAS REBECCA C

(Last)

(First)

(Middle)

224 W WASHINGTON SQ

(Street)

PHILADELPHIA

19106

(City)

(State)

(Zip)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2004

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2004		M		13,635⁽¹⁾	A	$11.25⁽²⁾	483,355	D⁽¹⁾⁽³⁾
Common Stock	07/28/2004		M		13,635⁽¹⁾	A	$11.25⁽²⁾	496,990	I⁽¹⁾⁽³⁾	See Footnote⁽³⁾
Common Stock	07/28/2004		F		16,122⁽²⁾	D	$19.03	480,868	D⁽³⁾
Common Stock	07/28/2004		S		1,800	D	$19.29	479,068	D⁽³⁾
Common Stock	07/30/2004		S		4,200	D	$18.47	474,868	D⁽³⁾
Common Stock	07/30/2004		S		5,000	D	$18.4674	469,868	D⁽³⁾
Common Stock	07/30/2004		S		148	D	$18.55	469,720	D⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$11.25⁽²⁾	07/28/2004		M			13,635	11/16/1994	11/16/2004	Common Stock	13,635	$0	13,635	D
Option (Right to Buy)	$11.25⁽²⁾	07/28/2004		M			13,635	11/16/1994	11/16/2004	Common Stock	13,635	$0	13,635	I⁽¹⁾	See Footnote⁽¹⁾

Explanation of Responses:

1. On 7/28/04 each of the Reporting Person and Dan W. Matthias, her husband, exercised options to purchase 13,635 shares of Common Stock of the Issuer (for an aggregate of 27,270 shares) which were set to expire on November 16, 2004. The Reporting Person is deemed to beneficially own the shares of Common Stock of the Issuer obtained through the option exercise by her spouse.

2. As payment for the exercise price for such options held by each of the Reporting Person and Dan W. Matthias, each of the Reporting Person and Dan W. Matthias jointly transferred to the Issuer 8,061 shares of Common Stock of the Issuer (for an aggregate of 16,122 shares). The transfer of shares of Common Stock of the Issuer was approved by a majority of the disinterested directors of the Company and, therefore, is an exempt transaction under Section 16(b) pursuant to Rule 16b-3(e).

3. The shares of Common Stock of the Issuer, after giving effect to the reported transactions, are held jointly by the Reporting Person and her husband, Dan W. Matthias.

	Rebecca C. Matthias	07/30/2004
	** 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 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).
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