SecProbe.io

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Mail Stop 3-8

      							 February 24, 2005

By Facsimile and U.S. Mail

Mr. Dan W. Matthias
Chairman and Chief Executive Officer
Mothers Work, Inc.
456 North Fifth Street
Philadelphia, PA  19123

      Re:    Form 10-K for the year ended September 30, 2004
                Form 10-Q for the quarter ended December 31, 2004
                File No.  0-21196

Dear Mr. Matthias:

We have completed a limited review of the above referenced
filings.
Our review was limited to certain areas of your financial
statements
and management`s discussion and analysis of financial condition
and
results of operations.  The review resulted in the following
accounting comments.  All page references are keyed to the filings
you submitted in electronic form on EDGAR.
FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2004

Item 1. Business, page 2

1. Please disclose in tabular form for each period presented the
amount or percentage of total revenue contributed by each class of
similar products or services.  See Item 101(c)(1)(i) of Regulation
S-
K.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 20

Critical Accounting Policies and Estimates, page 20

2. You disclose in Note 2 that you are self-insured for certain
healthcare benefits.  Please explain to us why you do not include
amongst your critical accounting policies and estimates the
amounts
you calculate in connection with your self-insurance liabilities.
Liquidity and Capital Resources

Contractual Obligations and Commerical Commitments

Contractual Obligations, page 30
Commerical Commitments, page 31

3. Your disclosure of long-term debt balances excludes interest
payments.  Because the table is aimed at increasing the
transparency
of cash flow, we believe interest payments are contractual
obligations.  Please tell us and revise your disclosures in future
filings to include the amount of scheduled payments for interest
you
expect on all outstanding debt for all periods presented as
required
by Item 303(a)(5)(ii)(A) of Regulation S-K.

4. Supplementally please tell us and revise your disclosures in
future filings to include purchase obligations for merchandise
from
contract manufacturers.  We also note your disclosures in footnote
(1) under commercial commitments stating that purchases orders for
merchandise and supplies are excluded.  Likewise, footnote (2)
states
that direct operating costs related to leasing arrangements have
also
been excluded from the tabular presentations.  Please keep in mind
that (a) purchase obligations and (b) other long-term liabilities
reflected on your balance sheet under GAAP are among the items
required to be included in the tabular disclosure.  If you
continue
to believe these obligations should be excluded, please explain
why.
Refer to Item 303(a)(5) of Regulation S-K.

5. Please disclose the information about your off-balance sheet
arrangements in the manner required by Item 303(a)(4) of
Regulation
S-K.

Consolidated Financial Statements

Consolidated Statements of Operations

6. Please tell us and present in future filings interest income
and
interest expense in separate line items or disclose for each
period
presented the amounts of interest income and interest expense in a
footnote that reconciles to the interest expenses (income), net
line
item.  Refer to Rule 5-03.7 through .9 of Regulation S-X.

Notes to Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies

General

7. You disclosed in Item 1. Business section that part of your
merchandising and distribution strategy includes agreements with
department stores such as Kohl`s and Sears.  Supplementally please
tell us if you pay slotting fees, engage in cooperative
advertising
programs, have buy-down programs, or make other payments or
provide
other promotions to resellers of your products.  If so, please
disclose in future filings your accounting policy for each of
these
types of arrangements, including the statement of operations line
item that each type of arrangement is included in.  For each
expense
line item that includes these types of arrangements, please
disclose
the related amounts included in that line item.  For each type of
arrangement treated as an expense rather than as a reduction of
revenues, please tell us how this type of arrangement meet the
requirements in EITF 01-9.  Please also discuss in MD&A any
significant estimates resulting from these arrangements.

8. We note your disclosure that shipping and handling costs are
included in costs of goods sold.  Please tell us and expand your
disclosure in future filings to indicate the types of any other
expenses  you include in the cost of goods sold, and selling,
general
and administrative expense line items.  Please tell us whether you
included inbound freight charges, purchasing and receiving costs,
inspection costs, warehousing costs, internal transfer costs, and
the
other costs of your distribution network in the cost of goods sold
line item.  With the exception of warehousing costs, if you
currently
exclude a portion of these costs from cost of goods sold, please
disclose:

* In a footnote, the line items that these costs are included in
and
the amounts included in each line item for each period presented,
and
* In MD&A, that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of goods sold and others may
exclude a portion of them from gross margin, including them
instead
in line items such as selling, general and administrative
expenses.

9. You do not present any disclosure relating to reportable
segments
as required by SFAS 131.  Supplementally please explain to us and
disclose in future filings your compliance with the provisions of
SFAS 131 and the identity of your operating and reportable
segments.
Please tell us the separate operating results, including gross
margins, of your consolidated internet/web site merchandise sales
and
the 232 leased departments for all periods presented and explain
to
us why you do not believe the operations relating to the 232
leased
departments in various major department stores does not represent
a
separate reportable segment as defined by paragraph 16 of SFAS
131.
Please also note the enterprise-wide, including geographic,
disclosures of SFAS 131 and tell us how you complied with these
requirements.  We may have further comment upon review of your
response.

(i.)  Goodwill, Intangible and Other Assets, page F-9

10. You disclose that you perform annual assessments of goodwill
for
impairment as the end of each fiscal year or as impairment
indicators
arise.  The market value of the company has declined significantly
over the last couple of years based on the performance of your
common
stock which has continued to decline from a high of $43.00 in late
2002 to $14.00 in late 2004 according to your disclosures on page
14.
During this same period your operating results have also shown a
continuing decline.  Please explain to us your basis in GAAP for
concluding that there has not been any impairment of goodwill.

(o.)  Other Revenues, page F-11

11. Please explain to us the types and nature of the marketing
programs that generate additional revenues.  Tell us the amounts
of
these other revenues that have been included in net sales for all
periods presented and your basis in GAAP for classifying these
amounts as revenues as opposed to a reimbursement of costs.

(w.)  Insurance, page F-13

12. You disclose that you are self-insured for healthcare benefits
and workers` compensation losses.  Please disclose in future
filings
the extent of your self-insurance for each type of coverage and
your
additional insurance coverage for significant claims.

Note 4 - Property, Plant and Equipment, net, page F-15

13. According to your disclosures the carrying value of the Assets
Held for Sale of $1.2 million is based on valuations obtained
during
fiscal 2002.  Please explain to us your basis in GAAP for
continuing
to report these amounts as the fair value of these assets as of
September 30, 2004.

Note 5.  Acquisition, page F-15

14. We note you disclosure that 110 iMaternity stores have been
closed as of September 30, 2004.  Please explain to us why you do
not
present the operations of the closed stores as discontinued
operations in accordance with paragraphs 41-44 of SFAS 144.
Provide
us your basis in GAAP for your accounting treatment and the
related
financial presentation of these store closings.  If any of these
closures were included in your accrual of $8.9 million at the time
of
the acquisition in 2001, please revise your disclosures
accordingly
to clarify and distinguish these closures.

Note 7.  Line of Credit, pages F-18-19
Note 8.  Long-Term Debt, pages F-20-21

15. Please disclose the existence of any cross-default provisions
on
your long-term and short-term credit facilities.  Please also
disclose whether you were in compliance with all of your long-term
debt covenants for each period presented, and the repercussions of
failing to maintain compliance.

16. You disclose that your senior note agreements include
restrictions on the payment of dividends.  Please revise your
disclosure to include the specific nature of the restrictions on
dividends as required by Rule 4-08(e)(1) of Regulation S-X.

Note 11.  Stock Option Plans and Warrants, page F-25

17. Your disclosures on page 14 indicate that the price of your
common stock has experienced significant fluctuations during the
last
several years.  Please explain the basis for your assumption
relating
to expected price volatility for the periods presented.

      FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2004

18. Where applicable, please address the above comments in your
interim financial statements.

General

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in connection with our review of your filings
or
in response to our comments on your filings.

Please send us your response to our comments within ten days from
the
date of this letter.  You should provide a cover letter keying
your
response to our comments, and provide the requested supplementary
information, if any.  Where our comment requests you to revise
future
filings, we would expect that information to be included in your
next
filing.  If you believe complying with a comment is not
appropriate,
please tell us why in your letter. Your supplemental response
should
be submitted in electronic form on EDGAR as a correspondence file.
Refer to Rule 101 (a) of Regulation S-T.

If you have any questions regarding our comments, please direct
them
to Milwood Hobbs at (202) 942-2846 or Donna Di Silvio at (202)
942-
1852, or in their absence, to the undersigned at (202) 942-2823.
Any
other questions regarding disclosure issues maybe directed to H.
Christopher Owings at (202) 942-1900.

							Sincerely,

							Michael Moran
							Accounting Branch Chief

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Mr. Dan W. Matthias
Mothers Work, Inc.
February 24, 2005
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