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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 24, 2002

Mothers Work, Inc.
(Exact name of issuer as specified in charter)

DELAWARE
  0-21196
  13-3045573
(State or Other Jurisdiction of Incorporation or Organization)   (Commission file number)   (I.R.S. Employer Identification Number)

456 North Fifth Street
Philadelphia, Pennsylvania 19123
(Address of principal executive offices)

(215) 873-2200
(Registrant's telephone number, including area code)





Item 5—Other Events.

        On July 24, 2002, Mothers Work, Inc. issued a press release that announced that it had received the requisite consents from the holders of its 125/8% Senior Notes due 2005 to amend the indenture under which the Notes were issued. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.


Item 7—Financial Statements, Pro Forma Financial Information and Exhibits.


Exhibit No.
  Description
99.1   Press Release issued by Mothers Work, Inc. on July 24, 2002


Signatures

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

    MOTHERS WORK, INC.

Date: July 24, 2002

 

By:

 

/s/  
REBECCA C. MATTHIAS      
Rebecca C. Matthias
President and Chief Operating Officer



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