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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mill Road Capital, L.P. 		2. Issuer Name and Ticker or Trading Symbol

MOTHERS WORK INC [ MWRK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

TWO SOUND VIEW DRIVE, SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/23/2008
(Street)

GREENWICH, CT 06830
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/23/2008     P    35597   A $13.8849   661336   D   (1)  
Common Stock   9/23/2008     P    2151   A $13.8970   663487   D   (1)  
Common Stock   9/23/2008     P    499   A $13.7800   663986   D   (1)  
Common Stock   9/24/2008     P    4000   A $13.9000   667986   D   (1)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  These shares are held by Mill Road Capital, L.P. (the "Fund"). Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund, and Thomas Lynch, Charles Goldman and Scott Scharfman are the Management Committee Directors of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mill Road Capital, L.P.
TWO SOUND VIEW DRIVE
SUITE 300
GREENWICH, CT 06830
X

Mill Road Capital GP LLC
TWO SOUND VIEW DRIVE
SUITE 300
GREENWICH, CT 06830
X

LYNCH THOMAS E
TWO SOUND VIEW DRIVE
SUITE 300
GREENWICH, CT 06830
X

Goldman Charles
TWO SOUND VIEW DRIVE
SUITE 300
GREENWICH, CT 06830
X

Scharfman Scott
TWO SOUND VIEW DRIVE
SUITE 300
GREENWICH, CT 06830
X


Signatures
/s/ Thomas E. Lynch, Management Committee Director and Chairman of sole general partner on behalf of Mill Road Capital, L.P. 9/25/2008
** Signature of Reporting Person Date

/s/ Thomas E. Lynch, Management Committee Director and Chairman on behalf of Mill Road Capital GP LLC 9/25/2008
** Signature of Reporting Person Date

/s/ Thomas E. Lynch 9/25/2008
** Signature of Reporting Person Date

/s/ Thomas E. Lynch on behalf of Charles M. B. Goldman, by power of attorney 9/25/2008
** Signature of Reporting Person Date

/s/ Thomas E. Lynch on behalf of Scott P. Scharfman, by power of attorney 9/25/2008
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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