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 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(h) of the Investment Company Act of 1940

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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 (Month/Day/Year) 07/23/2008 (Street) GREENWICH, CT 06830 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 07/23/2008   P   5,300 A $ 11.891 625,239 D (1)

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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 Underlying Securities (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

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.		07/24/2008
**Signature of Reporting Person		Date
/s/ Thomas E. Lynch, Management Committee Director and Chairman on behalf of Mill Road Capital GP LLC		07/24/2008
**Signature of Reporting Person		Date
/s/ Thomas E. Lynch		07/24/2008
**Signature of Reporting Person		Date
/s/ Thomas E. Lynch on behalf of Charles M. B. Goldman, by power of attorney		07/24/2008
**Signature of Reporting Person		Date
/s/ Thomas E. Lynch on behalf of Scott P. Scharfman, by power of attorney		07/24/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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