Mothers Work Inc - Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * KRELL EDWARD M	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                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) C/O MOTHERS WORK, INC., 456 NORTH FIFTH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 9/29/2008
(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

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
Stock Options (Right to Buy)	$13.74	9/29/2008		A		100000		(1)	9/29/2018	Common Stock	100000	$0.00	100000	D
Stock Options (Right to Buy)	$13.74	9/29/2008		A		100000		(2)	9/29/2018	Common Stock	100000	$0.00	100000	D

Explanation of Responses:
( 1)	The options vest and are exercisable in five (5) equal annual installments beginning on September 29, 2009. In addition, the options will become fully vested and exercisable immediately prior to and contingent upon a change in control provided that such change in control occurs prior to the fifth anniversary of the grant date, and the Reporting Person remains in continuous service until immediately prior to the date of the change in control. The vesting of the options will also be subject to acceleration as described in the Reporting Person's employment agreement.
( 2)	The options vest and are exercisable in five (5) equal annual installments beginning on September 29, 2009. However, the options will only be exercisable if prior to the fifth anniversary of the grant date (but no later than the cessation of the Reporting Person's service), the closing price of the Issuer's common stock shall have exceeded $30.00 for 30 consecutive trading days on the principal national securities exchange on which the Issuer's common stock is listed or admitted to trading. In addition, the options will become fully vested and exercisable immediately prior to and contingent upon a change in control provided that such change in control occurs prior to the fifth anniversary of the grant date, and the Reporting Person remains in continuous service until immediately prior to the date of the change in control. The vesting of the options will also be subject to acceleration as described in the Reporting Person's employment agreement.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KRELL EDWARD M C/O MOTHERS WORK, INC. 456 NORTH FIFTH STREET PHILADELPHIA, PA 19123	X		Chief Executive Officer

Signatures
Edward M. Krell		10/1/2008
** 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.
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