UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 25065D 10 0

1.

Names of Reporting Person
IRS Identification No. 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
0 (See Item 4)

6.

Shared Voting Power
341,420 (See Item 4)

7.

Sole Dispositive Power
0 (See Item 4)

8.

Shared Dispositive Power
341,420 (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
341,420 (See Item 4)

10.

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

11.

Percent of Class Represented by Amount in Row (9)
5.3% (See Item 4)

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 25065D 10 0

1.

Names of Reporting Person
IRS Identification No. 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
0 (See Item 4)

6.

Shared Voting Power
341,420 (See Item 4)

7.

Sole Dispositive Power
0 (See Item 4)

8.

Shared Dispositive Power
341,420 (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
341,420 (See Item 4)

10.

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

11.

Percent of Class Represented by Amount in Row (9)
5.3% (See Item 4)

12.

Type of Reporting Person (See Instructions)
IN

Item 1

(a)

Name of Issuer:
Destination Maternity Corporation

Item 1

(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

Item 2

(b)

Address of Principal Business Office:
Dan and Rebecca Matthias:

c/o Destination Maternity Corporation

456 North Fifth Street

Philadelphia, PA 19123

Item 2

(c)

Citizenship:
Dan and Rebecca Matthias:

United States of America

Item 2

(d)

Title of Class of Securities:
Common Stock

Item 2

(e)

CUSIP Number:
25065D 10 0

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 Exchange Act

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act

(d)

o

Investment company registered under section 8 of the Investment Company Act

(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

(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

(j)

o

Group, in accordance with §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 (1):

Dan W. Matthias holds 150,475 shares purchasable upon the exercise of stock options, 17,048 shares owned solely by Mr. Matthias, and 6,374 shares owned jointly with his wife, Rebecca C. Matthias.  Rebecca C. Matthias holds 150,475 shares purchasable upon the exercise of stock options, 17,048 shares owned solely by Ms. Matthias, and 6,374 shares owned jointly with her husband, Dan W. Matthias.  Collectively, as husband and wife, Dan and Rebecca Matthias beneficially own an aggregate of 341,420 shares of Common Stock.

(b)

Percent of class (1) (2):

Dan and Rebecca Matthias each own 2.8% of the class.  Collectively, as husband and wife, Dan and Rebecca Matthias own 5.3% of the class.

(c)

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

(i)

Sole power to vote or to direct the vote (1):

0

(ii)

Shared power to vote or to direct the vote (1):

341,420

(iii)

Sole power to dispose or to direct the disposition of (1):

0

(iv)

Shared power to dispose or to direct the disposition of (1):

341,420

(1)  Shares beneficially owned are reported as of the date of filing of this Schedule 13G/A.

(2)  Calculated on the basis of 6,094,291 shares of Common Stock outstanding on February 2, 2009, according to the Form 10-Q of the Issuer filed on February 9, 2009.

Item 5

Ownership of Five Percent or Less of a Class.

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.

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

By:

  /s/ Dan W. Matthias

Name: Dan W. Matthias

By:

  /s/ Rebecca C. Matthias

Name: Rebecca C. Matthias