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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
APPROVAL
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OMB
Number:3235-0145
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3235-0145
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Expires:
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February
28, 2009
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Estimated
average burden
hours
per response
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11
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. )*
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Mothers
Work, Inc.
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(Name
of Issuer)
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Comon
Stock, Par Value $.01
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(Title
of Class of Securities)
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619903107
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(CUSIP
Number)
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June
2, 2008
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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Rule
13d-l(b)
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Rule
13d-l(c)
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Rule
13d-l(d)
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*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
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The
information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
MFP
Investors LLC - 22-3608480
667
Madison Avenue, 25th Floor
New
York, NY 10065
Michael
F. Price
667
Madison Avenue, 25th Floor
New
York, NY 10065
Michael
F. Price is the controlling person of MFP Investors
LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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o
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(a)
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x
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Delaware
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Number
of Shares Bene-ficially by Owned by Each Reporting Person
With:
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5.
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Sole
Voting Power
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6.
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Shared
Voting Power
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420,000
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7.
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Sole
Dispositive Power
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8.
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Shared
Dispositive Power
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420,000
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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420,000
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions).
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11.
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Percent
of Class Represented by Amount in Row (9)
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6.92%
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12.
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Type
of Reporting Person (See Instructions)
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OO
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
MFP
Partners, L.P. - 22-3608482
c/o
MFP Investors LLC
667
Madison Avenue, 25th Floor
New
York, NY 10065
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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o
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(a)
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x
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Delaware
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Number
of Shares Bene-ficially by Owned by Each Reporting Person
With:
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5.
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Sole
Voting Power
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6.
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Shared
Voting Power
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327,300
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7.
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Sole
Dispositive Power
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8.
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Shared
Dispositive Power
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327,300
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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327,300
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions).
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11.
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Percent
of Class Represented by Amount in Row (9)
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5.39%
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12.
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Type
of Reporting Person (See Instructions)
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PN
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Item
1.
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(a)
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Name
of Issuer
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Mothers
Work, Inc.
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(b)
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Address
of Issuer's Principal Executive Offices
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456
North 5th Street
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Philadelphia,
PA 19123
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Item
2.
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(a)
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Name
of Person Filing
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MFP
Investors LLC
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MFP
Partners, L.P.
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(b)
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Address
of Principal Business Office or, if none, Residence
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667
Madison Ave, 25th Floor
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New
York, NY 10065
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(c)
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Citizenship
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Delaware
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(d)
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Title
of Class of Securities
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Common
Stock, par value $.01 per share
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(e)
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CUSIP
Number
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619903107
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Item
3.
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If
this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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| Not applicable. | ||
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Item
4.
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Ownership.
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As
the investment advisor to several clients, MFP Investors LLC is deemed to
own 420,000 shares (6.92%) of the common stock of the
issuer. MFP Partners, L.P. (a client of MFP Investors LLC) has
the shared power to vote 327,300 shares (5.39%) of the common stock of the
issuer.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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MFP
Investors LLC manages investments for several clients, including MFP
Partners, L.P. which owns more than 5% of the common stock of the
issuer.
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Item
7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
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Item
10.
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Certification
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June
11, 2008
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Date
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MFP
Investors LLC
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Signature
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Name:
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Michael
F. Price
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Title:
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Managing
Member
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MICHAEL
F. PRICE
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Signature
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Name:
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Michael
F. Price
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MFP
Partners, L.P.
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Signature
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Name:
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Michael
F. Price
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Title:
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Managing
Partner
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MFP
Investors LLC
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Signature
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Name:
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Michael
F. Price
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Title:
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Managing
Member
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MICHAEL
F. PRICE
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Signature
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Name:
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Michael
F. Price
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MFP
Partners, L.P.
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Signature
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Name:
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Michael
F. Price
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Title:
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Managing
Partner
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