UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No.  619903 10 7

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Dan W. Matthias

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
267,380 (See Item 4)

6.

Shared Voting Power
469,920 (See Item 4)

7.

Sole Dispositive Power
267,380 (See Item 4)

8.

Shared Dispositive Power
469,920 (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
737,300 (See Item 4)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
13.5% (See Item 4)

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No.  619903 10 7

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Rebecca C. Matthias

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
267,380 (See Item 4)

6.

Shared Voting Power
469,920 (See Item 4)

7.

Sole Dispositive Power
267,380 (See Item 4)

8.

Shared Dispositive Power
469,920 (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
737,300 (See Item 4)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
13.5%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Mothers Work, Inc.

(b)

Address of Issuer's Principal Executive Offices
456 North Fifth Street
Philadelphia, PA 19123

Item 2.

(a)

Name of Person Filing
Dan W. Matthias
Rebecca C. Matthias

(b)

Address of Principal Business Office or, if none, Residence
Dan and Rebecca Matthias:
c/o Mothers Work, Inc
456 North Fifth Street
Philadelphia, PA 19123

(c)

Citizenship
Dan and Rebecca Matthias:
United States of America

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
619903 10 7

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:  Dan W. Matthias beneficially owns an aggregate of 737,300 shares of Common Stock, including 267,380 shares purchasable upon the exercise of stock options and 469,920 shares owned jointly with his wife, Rebecca C. Matthias.  Rebecca C. Matthias beneficially owns an aggregate of 737,300 shares of Common Stock, including 267,380 shares purchasable upon the exercise of stock options and 469,920 shares jointly with her husband, Dan W. Matthias.  In addition to the shares purchasable upon the exercise of stock options by each such person individually, Dan W. and Rebecca C. Matthias own 469,290 shares jointly.  Collectively, as husband and wife, Dan W. and Rebecca C. Matthias beneficially own an aggregate of 1,004,680 shares of Common Stock.

(b)

Percent of class:  Dan and Rebecca Matthias each own 13.5% of the class.  Collectively, as husband and wife, Dan W. and Rebecca C. Matthias own 17.5% of the class.

(c)

Number of shares as to which each of Dan W. Matthias and Rebecca C. Matthias has:

(i)

Sole power to vote or to direct the vote   

267,380

(ii)

Shared power to vote or to direct the vote    

469,920

(iii)

Sole power to dispose or to direct the disposition of   

267,380

(iv)

Shared power to dispose or to direct the disposition of   

469,920

(1)  Calculated on the basis of  5,195,980 shares of Common Stock outstanding on February 13, 2004, according to the Form 10-Q of the Issuer filed on February 17, 2004.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.  Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

Not applicable

Dated:  April 22, 2004

By:

/s/ Dan W. Matthias

Name: Dan W. Matthias

By:

/s/ Rebecca C. Matthias

Name: Rebecca C. Matthias