EXHIBIT 4.1


                                AMENDMENT 2001-1
                                     TO THE
                               MOTHERS WORK, INC.
                     AMENDED AND RESTATED STOCK OPTION PLAN


     The Board of Directors of Mothers Work, Inc. (the "Company") has caused the
Mothers Work, Inc. Amended and Restated Stock Option Plan (the "Plan") to be
amended as follows, subject to the following condition, effective as of the 1st
day of January, 2001:

     1. Amendment. Section 5 of the Plan is deleted in its entirety and replaced
with the following:

     "Section 5. Stock Subject to the Plan.

     Subject to this Section 5 and to the provisions of Section 8 of the Plan,
the maximum aggregate number of Shares which may be optioned and sold under the
Plan is One Million Four Hundred Seventy Five Thousand (1,475,000), which amount
consists of the 725,000 Shares available for grant under the Plan prior to its
1997 amendment and restatement, an additional 500,000 Shares authorized for
grant under the amended and restated Plan effective December 9, 1997, and an
additional 250,000 Shares authorized for grant under the amendment effective as
of January 1, 2001. Options may be either incentive stock options or
non-qualified stock options, as determined by the Board. If an Option expires or
becomes unexercisable for any reason without having been exercised in full, the
Shares subject to such Option shall, unless the Plan shall have been terminated,
return to the Plan and become available for future grant under the Plan.
Notwithstanding the foregoing, no individual shall receive, over the term of the
Plan, Options for more than an aggregate of Six Hundred Thousand (600,000)
Shares."

     2. Condition. The amendment to the Plan set forth in paragraph 1 above will
only be effective upon the requisite approval of the Company's stockholders at
the Company's Annual Meeting of Stockholders on January 18, 2001.

     The Plan, as amended by the foregoing change in paragraph 1 above, and
subject to the stockholder approval described in paragraph 2 above, is hereby
ratified and confirmed in all respects.