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  456
  North Fifth Street, Philadelphia, PA. 19123

  (215) 873-2200 Fax (215) 625-6924

March 14, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549-0305

Attn:
Michael Moran, Accounting Branch Chief (Mail Stop 3-8)

  Re:

  Mothers Work, Inc.

  Form 10-K for the fiscal
  year ended September 30, 2004

  Form 10-Q for the quarter
  ended December 31, 2004

  File No. 0-21196

Dear Mr. Moran:

On behalf of Mothers Work, Inc. (which we
refer to as “we”, “us” or “our”), this letter is being submitted to respond to
the comments given by the Staff of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Commission”) as set forth in your
letter to Dan W. Matthias, Chairman and Chief Executive Officer of Mothers
Work, Inc., dated February 24, 2005, with respect to the above-referenced
filings.

For your convenience, we set forth each
comment in italicized typeface and included each response below the relevant
comment.  All references to page numbers
in our responses reflect paginations in the filings cited.

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.

Our primary product under
Item 101(c)(1)(i) of Regulation S-K is maternity apparel.  We believe the information disclosed in our
filings (such as in Item 1. Business section of our latest Form 10-K) is
sufficient to satisfy the requirements of 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.

We do
not include amongst our critical accounting policies and estimates the amounts
that we calculate in connection with our self-insurance liabilities because we
do not view these policies or estimates as critical to the portrayal of our
financial condition and results of operations.
We will consider disclosure in future periods depending on the
materiality of such policies and estimates.

        Liquidity and Capital
Resources

        Contractual Obligations
and Commercial Commitments

        Contractual Obligations,
page 30

        Commercial 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.

Attached
hereto as Exhibit 3 please find the “Contractual Commitments” table
revised to add the additional disclosure requested under this comment.  Portions of the table that differ from our
most recent Form 10-K are bolded and italicized in the Exhibit.  We undertake to provide in our future filings
the disclosures requested in accordance with the Staff’s comments.

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 purchase orders for merchandise and
supplies are excluded.  Likewise,
footnote (2) states that direct operating costs relating 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

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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.

(a)                                  We do not have any purchase obligations from
contract manufacturers that are material to our business as a whole.  Our purchase orders with contract
manufacturers are cancelable by us at any time prior to our acceptance of the
merchandise.  However, in light of the
Staff’s comments and in order to provide additional information to our
investors, we will undertake in future filings to include in the tabular
disclosure a statement of our currently outstanding purchase orders for
merchandise from contract manufacturers, noting that such items are cancelable
by us at any time prior to our acceptance of the merchandise.

(b)                                 Footnote (1) on page 31 (Commercial Commitments)
mistakenly refers to the exclusion of “purchase orders for merchandise” and
should have been included on page 30 as a footnote to the Contractual
Obligations table and not the Commercial Commitments table. As discussed in our
response (a) above, we do not have any purchase obligations from contract
manufacturers that are material to our business as a whole.  As further discussed in response (a) above,
we will undertake to provide in future filings a statement of our currently
outstanding purchase orders for merchandise from contract manufacturers.
Contractual obligations for supplies (also referenced in footnote (1) on page
31) are not material to our business as a whole.  We will consider disclosure in future filings
depending on the level of such contractual obligations for supplies.

(c)                                  Footnote (1) on page 30 (Contractual Obligations)
refers to the exclusion of certain direct operating costs from the presentation
of operating lease obligations.  These
direct operating costs are substantially comprised of common area maintenance
charges, real estate taxes, utilities, and percentage rent.  These items were excluded because we did not
believe we could precisely estimate these costs.  However, in future filings we will consider
disclosing such direct operating costs in our tabular disclosure of contractual
obligations if and to the extent these costs can be reasonably estimated.

(d)                                 Other long-term liabilities reflected in our
balance sheet consists primarily of deferred rent. The deferred rent is a
non-cash activity and therefore was not included in the tabular
disclosure.  We will include other
long-term liabilities in future filings if appropriate.

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

We did
not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii)
of Regulation S-K, in any of the periods reported.

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.

Attached hereto as Exhibit
6 please find the additional disclosure requested by this item.  We did not report the requested detail on
interest income and interest expense in our disclosures because we do not
believe the related interest income amounts are material to our business as a
whole.  We undertake to provide in our
future filings the disclosures requested in accordance with the Staff’s comments.

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 a reduction of revenues, please tell us how this type of
arrangement meets the requirements of EITF 01-9.  Please also discuss in MD&A and
significant estimates resulting from these arrangements.

We did
not pay any slotting fees, engage in cooperative advertising programs, have
buy-down programs, or make any other payments or provide any promotions to
resellers of our products for any of the periods reported in our most recent
Form 10-K or Form 10-Q. We will provide the requested disclosures in future
filings if we enter into these types of arrangements and if such payments or
promotions are material.

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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 come 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.

(a)               We currently include each of the following in the “cost
of goods sold” line item: inbound freight charges, purchasing and receiving
costs, inspection costs, warehousing costs, internal transfer costs, and the
other costs of our distribution network.

(b)              In addition to the items listed in part (a) of this
response, the “cost of goods sold” line item also includes merchandise costs
(including customs duty expenses), expenses related to inventory shrinkage in
our warehouses and distribution centers, product related corporate expenses
(including expenses related to our payroll, benefit costs and operating
expenses of our buying departments), and inventory reserves, including lower of
cost or market reserves.

(c)               The “selling, general and administrative expense”
line item includes: advertising and marketing expenses, corporate
administrative expenses, store expenses (including store payroll and store
occupancy expenses), store opening and store closing expenses, and store asset
impairment charges.

(d)              We undertake to expand our disclosures in future
filings to indicate the types of expenses included in the costs of goods sold,
and selling, general and administrative expense line items.

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

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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
in 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.

(a)           SFAS No. 131 Analysis.  Under
paragraph 10 of SFAS No. 131, a company may be required to report segmented information
about separately identifiable parts of its business, which both (i) meet the
definition of “operating segment” under SFAS No. 131, and (ii) exceed certain
quantitative thresholds established in SFAS No. 131.  Even if separately identifiable operating
segments are identified which exceed the qualitative thresholds, such segments
may be aggregated into a single operating segment and reported in the aggregate
if certain requirements are met (See Paragraph 17 of SFAS No. 131).

We have
determined that our business is comprised of one operating segment because only
our business as a whole meets the definition of the term “operating segment”
under paragraph 10 of SFAS No. 131.  An “operating
segment” is defined as a component of a business enterprise which meets all of
the following criteria: (i) engages in
business activities from which it may earn revenues and incur expenses
(including revenues and expenses relating to transactions with other components
of the same enterprise), (ii) whose operating results are regularly reviewed by
the enterprise’s chief operating decision maker to make decisions about
resources to be allocated to the segment and assess its performance, and (iii)
for which discrete financial information is available.  Our conclusion that we have only one
operating segment is based on the following:

(i)                                     We engage in business activity in
only one operating segment that entails the design, manufacture and sale of
maternity apparel and related accessories. While we offer a wide range of products
for sale, the substantial portion of our products are initially distributed
through the same distribution facilities, many of our products are manufactured
at common contract manufacturer production facilities, our products are
marketed through a common marketing department, and these products are sold to
a similar customer base, consisting of expectant mothers.

(ii)                                  We have one senior management
team and Dan W. Matthias, our Chairman of the Board and Chief Executive
Officer, acts as the enterprise’s chief operating decision maker.  Mr. Matthias reviews the operating results of
our business as a whole and is the primary decision maker in terms of both the
allocation of resources and the assessment of the performance of the business.

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(b)          Our Internet Sales and Leased Department Sales are
not Separate Reportable Segments.  As discussed in response (a)
above, we believe that our business is comprised of only one reportable segment
under paragraph 16 of SFAS No. 131.  Our
internet sales and leased department relationships represent two vehicles
through which we sell maternity apparel.
The substantial portion of our products sold through the internet and
leased departments are: (i) initially
distributed through the same distribution facilities, (ii) manufactured at
common contract manufacturer production facilities, (iii) marketed through a
common marketing department, and (iv) sold to a similar customer base,
consisting of expectant mothers.  As
indicated in res