UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

[     ]

Rule 13d-1(b)

[     ]

Rule 13d-1(c)

[ X ]

Rule 13d-1(d)

CUSIP No.  619903 10 7

1.

Name of Reporting Person

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)

[     ]

(b)

[     ]

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
255,905 (See Item 4)

6.

Shared Voting Power
469,920 (See Item 4)

7.

Sole Dispositive Power
255,905 (See Item 4)

8.

Shared Dispositive Power
469,920 (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
725,825 (See Item 4)

10.

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

11.

Percent of Class Represented by Amount in Row (9)
13.1% (See Item 4)

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No.  619903 10 7

1.

Name of Reporting Person

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)

[     ]

(b)

[     ]

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
255,905 (See Item 4)

6.

Shared Voting Power
469,920 (See Item 4)

7.

Sole Dispositive Power
255,905 (See Item 4)

8.

Shared Dispositive Power
469,920 (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
725,825 (See Item 4)

10.

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

11.

Percent of Class Represented by Amount in Row (9)
13.1% (See Item 4)

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)

[  ]

Broker or dealer registered under Section 15 of the Exchange Act

(b)

[  ]

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

(c)

[  ]

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

(d)

[  ]

Investment company registered under Section 8 of the Investment Company Act

(e)

[  ]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(f)

[  ]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g)

[  ]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act

(i)

[  ]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act

(j)

[  ]

Group, in accordance with Rule 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 725,825 shares of Common Stock, including 255,905 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 725,825 shares of Common Stock, including 255,905 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 981,730 shares of Common Stock.

(b)

Percent of class:  Dan and Rebecca Matthias each own 13.1% of the class.  Collectively, as husband and wife, Dan W. and Rebecca C. Matthias own 17.0% of the class. (1)

(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    255,905

(ii)

Shared power to vote or to direct the vote    469,920

(iii)

Sole power to dispose or to direct the disposition of    255,905

(iv)

Shared power to dispose or to direct the disposition of    469,920

(1)

Calculated on the basis of  5,265,348 shares of Common Stock outstanding on December 20, 2002, according to the Form 10-K of the Issuer filed on December 31, 2002.

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 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

February 14, 2003

Date

/s/ Dan W. Matthias

Signature

Dan W. Matthias

Name

/s/ Rebecca C. Matthias

Signature

Rebecca C. Matthias

Name