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 *

HENDRICKSON LISA 		2. Issuer Name and Ticker or Trading Symbol

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

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

C/O MOTHERS WORK, INC., 456 NORTH FIFTH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/24/2008
(Street)

PHILADELPHIA, PA 19123
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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   11/24/2008     P    2000   A $7.30   9694   (1) D    

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)  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 holds 94 vested shares. 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 January 24, 2008, 5,000 shares of restricted stock were issued to the Reporting Person by the Issuer. These shares vest in five (5) equal annual installments beginning on January 24, 2009. On November 19, 2008, 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 19, 2009.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HENDRICKSON LISA
C/O MOTHERS WORK, INC.
456 NORTH FIFTH STREET
PHILADELPHIA, PA 19123

Chief Merchandising Officer

Signatures
Lisa Hendrickson signed by Ronald Masciantonio under power of attorney 11/25/2008
** 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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