FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   ROSENFELD ERIC 2. Date of Event Requiring Statement (Month/Day/Year) 01/09/2008 3. Issuer Name and Ticker or Trading Symbol MOTHERS WORK INC [MWRK] (Last) (First) (Middle) C/O CRESCENDO PARTNERS II, L.P., 825 THIRD AVENUE, 40TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10022 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, $0.01 par value (1) 534,034 (1) I By Crescendo Partners II, L.P., Series K (2) Common Stock, $0.01 par value (1) 78,948 (1) I Crescendo Partners III, L.P. (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROSENFELD ERIC C/O CRESCENDO PARTNERS II, L.P. 825 THIRD AVENUE, 40TH FLOOR NEW YORK, NY 10022	Â	  X	Â	Â
CRESCENDO INVESTMENTS II LLC 825 THIRD AVENUE 40TH FLOOR NEW YORK, NY 10022	Â	Â	Â	See Explanation of Responses
CRESCENDO INVESTMENTS III LLC 825 THIRD AVENUE 40TH FLOOR NEW YORK, NY 10022	Â	Â	Â	See Explanation of Responses
CRESCENDO PARTNERS II LP 825 THIRD AVENUE 40TH FLOOR NEW YORK, NY 10022	Â	Â	Â	See Explanation of Responses
CRESCENDO PARTNERS III LP 825 THIRD AVENUE 40TH FLOOR NEW YORK, NY 10022	Â	Â	Â	See Explanation of Responses

Signatures

By: /s/ Eric Rosenfeld		01/14/2008
**Signature of Reporting Person		Date
By: Crescendo Investments II, LLC, By: /s/ Eric Rosenfeld, Managing Member		01/14/2008
**Signature of Reporting Person		Date
By: Crescendo Investments III, LLC, By: /s/ Eric Rosenfeld, Managing Member		01/14/2008
**Signature of Reporting Person		Date
By: Crescendo Partners II, L.P., Series K, By: Crescendo Investments II, LLC, General Partner, By: /s/ Eric Rosenfeld, Managing Member		01/14/2008
**Signature of Reporting Person		Date
By: Crescendo Partners III, L.P., By: Crescendo Investments III, LLC, General Partner, By: /s/ Eric Rosenfeld, Managing Member		01/14/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	This Form 3 is filed jointly by Crescendo Partners II, L.P., Series K ("Crescendo Partners II"), Crescendo Investments II, LLC, ("Crescendo Investments II"), Crescendo Partners III, L.P., ("Crescendo Partners III"), Crescendo Investments III, LLC, ("Crescendo Investments III") and Eric Rosenfeld (collectively, the "Reporting Persons"). Crescendo Investments II is the general partner of Crescendo Partners II. Crescendo Investments III is the general partner of Crescendo Partners III. The managing member of each of Crescendo Investments II and Crescendo Investments III is Eric Rosenfeld. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(2)	Consists of Shares owned by Crescendo Partners II. Crescendo Investments II, as the general partner of Crescendo Partners II, may be deemed to beneficially own the Shares owned by Crescendo Partners II. Mr. Rosenfeld, as the managing member of Crescendo Investments II, may be deemed to beneficially own the Shares beneficially owned by Crescendo Partners II. Each of Mr. Rosenfeld and Crescendo Investments II disclaims beneficial ownership of the Shares owned by Crescendo Partners II except to the extent of his or its pecuniary interest therein.
(3)	Consists of Shares owned by Crescendo Partners III. Crescendo Investments III, as the general partner of Crescendo Partners III, may be deemed to beneficially own the Shares owned by Crescendo Partners III. Mr. Rosenfeld, as the managing member of Crescendo Investments III, may be deemed to beneficially own the Shares beneficially owned by Crescendo Partners III. Each of Mr. Rosenfeld and Crescendo Investments III disclaims beneficial ownership of the Shares owned by Crescendo Partners III except to the extent of his or its pecuniary interest therein.

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