SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 SCHEDULE 13D/A
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13D-2(a)
                              (Amendment No. 1)(1)


                               MOTHERS WORK, INC.
                               ------------------
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                     ---------------------------------------
                         (Title of Class of Securities)

                                   619903 10 7
                                 --------------
                                 (CUSIP Number)

       MVP Distribution Partners       with a copy to:
       259 Radnor-Chester Road         Paul A. Gajer, Esq.
       Radnor, PA 19087                Sonnenschein Nath & Rosenthal
       Attn: Robert E. Brown, Jr.      1221 Avenue of the Americas 25th Floor
       (610) 254-2999                  New York, NY 10020-1089
       ----------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  June 16, 2006
             -------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)



If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of this  schedule,  including all  exhibits.  See Rule 13d-7(b) for other
parties to whom copies are to be sent.

(1) 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 disclosures provided in a prior cover page.




The information required on 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).

                        (Continued on following page(s))




                                  SCHEDULE 13D

--------------------- ---------------------------------------- -----------------
CUSIP No. 619903 10 7                                          Page 3 of 7 pages
--------------------- ---------------------------------------- -----------------
--------------------------------------------------------------------------------

  1     NAME OF REPORTING PERSONS:  MVP Distribution Partners

        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 23-2796369

------ -------------------------------------------------------------------------
  2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) [ ]
                                                                      (b) [ ]
------ -------------------------------------------------------------------------
  3     SEC USE ONLY
------ -------------------------------------------------------------------------
  4     SOURCE OF FUNDS:*  00

------ -------------------------------------------------------------------------
  5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDS IS REQUIRED
        PURSUANT TO ITEM 2(d) OR 2(e)                                     [ ]
------ -------------------------------------------------------------------------
  6     CITIZENSHIP OR PLACE OF ORGANIZATION:  Pennsylvania
--------------------------------------------------------------------------------
  Number of           7         SOLE VOTING POWER          374,645 shares   7.0%
   Shares        -----------  --------------------------------------------------
Beneficially          8         SHARED VOTING POWER        0 shares           0%
  Owned by       -----------  --------------------------------------------------
    Each              9         SOLE DISPOSITIVE POWER     374,645 shares   7.0%
  Reporting      -----------  --------------------------------------------------
Person With          10         SHARED DISPOSITIVE POWER   0 shares           0%
--------------------------------------------------------------------------------
  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
        PERSON:  374,645 shares
------ -------------------------------------------------------------------------
  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES*                                                   [ ]
------ -------------------------------------------------------------------------
  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  7.0%
------ -------------------------------------------------------------------------
  14    TYPE OF REPORTING PERSON:*  PN
------ -------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!




--------------------- ---------------------------------------- -----------------
CUSIP No. 619903 10 7                                          Page 4 of 7 pages
--------------------- ---------------------------------------- -----------------


ITEM 1.  Security and Issuer.
         -------------------

     This  constitutes  Amendment  No. 1 to the  statement on Schedule 13D filed
with  the U.S.  Securities  and  Exchange  Commission  on June  10,  2002 by MVP
Distribution  Partners,  a  Pennsylvania  limited  partnership  (the  "Reporting
Person")  relating to the shares of Common Stock, par value $0.01 per share (the
"Common Stock"), of Mothers Work, Inc. (the "Issuer"),  a Delaware  corporation,
which  has  its   principal   executive   office  at  456  North  Fifth  Street,
Philadelphia,   Pennsylvania   19123,  is  amended  to  furnish  the  additional
information set forth herein.

     Except as otherwise  described  herein,  the  information  contained in the
Schedule 13D remains in effect,  and all capitalized  terms contained herein but
not  defined  herein  shall  have  the  meaning  ascribed  to such  terms in the
previously  filed  statement on Schedule 13D.  Information  given in response to
each item in Schedule 13D shall be deemed incorporated by reference in all other
items.

ITEM 2.  Identity and Background.
         -----------------------

     Item 2 is hereby amended as follows:

     1. By deleting  the first  sentence of the first  paragraph  thereof in its
entirety, and by substituting therefor the following:

     The  information set forth below is given with respect to (A) the Reporting
Person,  (B) each of the general  partners of the  Reporting  Person,  TAP,  LLC
("TAP,  LLC"), a Delaware limited liability  company,  JAH, LLC ("JAH,  LLC"), a
Delaware limited  liability  company and REB, LLC, a Delaware limited  liability
company ("REB, LLC"), and (C) each of the members of TAP, LLC, JAH, LLC and REB,
LLC.

     2.  By  deleting  the  table  contained  therein  in its  entirety,  and by
substituting therefor the following:



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CUSIP No. 619903 10 7                                          Page 5 of 7 pages
--------------------- ---------------------------------------- -----------------




                                                                                                                

----------------- --------------------------------- -------------------------------------------------------------- ----- ----- ----

      (a)                       (b)                                             (c)                                 (d)   (e)  (f)
----------------- --------------------------------- -------------------------------------------------------------- ----- ----- ----

MVP               259 Radnor-Chester Road Radnor,   To purchase, manage, hold, own, invest in, and dispose          No    No   N/A
Distribution      PA 19087                          of all or any portion of securities of companies.
Partners
----------------- --------------------------------- -------------------------------------------------------------------------------

REB, LLC          c/o MVP Distribution Partners     To serve as general partner of the Reporting Person.            No    No    N/A
                  259 Radnor-Chester Road Radnor,
                  PA 19087
----------------- --------------------------------- -------------------------------------------------------------------------------

TAP, LLC          c/o MVP Distribution Partners     To serve as general partner of the Reporting Person.            No    No    N/A
                  259 Radnor-Chester Road Radnor,
                  PA 19087
----------------- --------------------------------- -------------------------------------------------------------------------------

JAH, LLC          c/o MVP Distribution Partners     To serve as general partner of the Reporting Person.            No    No    N/A
                  259 Radnor-Chester Road Radnor,
                  PA 19087
----------------- --------------------------------- -------------------------------------------------------------------------------

Robert E.         c/o MVP Distribution Partners     Sole Member and Manager of REB, LLC.  Mr. Brown is the          No    No    U.S.
Brown, Jr.        259 Radnor-Chester Road Radnor,   (1) sole stockholder and President of Meridian Venture
                  PA 19087                          Partners II, Co., the general partner of MVP II G.P.,
                                                    L.P. which, in turn, is the general partner of Meridian
                                                    Venture Partners II, LP, (2) general partner of Meridian
                                                    Venture Partners, (3) sole stockholder and President of
                                                    MVP Management Company, the management agent for Meridian
                                                    Venture Partners II, LP, and (4) controlling stockholder
                                                    and President of Venture Investment Management Inc., the
                                                    management agent for Meridian Venture Partners.  The
                                                    principal business of Meridian Venture Partners II, LP and
                                                    of Meridian Venture Partners is to purchase, manage, hold,
                                                    own, invest in, and dispose of all or any portion of
                                                    securities of companies.
----------------- --------------------------------- --------------------------------------------------------------------------------

Thomas A. Penn    c/o MVP Distribution Partners     Sole Member and Manager of TAP, LLC.  Mr. Penn is an            No    No    U.S.
                  259 Radnor-Chester Road Radnor,   executive officer of MVP Management Company and a limited
                  PA 19087                          partner of MVP II G.P.
----------------- --------------------------------- --------------------------------------------------------------------------------

Joseph A. Hawke   c/o MVP Distribution Partners     Sole Member and Manager of JAH, LLC.  Mr. Hawke is an           No    No    U.S.
                  259 Radnor-Chester Road Radnor,   executive officer of MVP Management Company and a
                  PA 19087                          limited partner of MVP II G.P.
----------------- --------------------------------- --------------------------------------------------------------------------------







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CUSIP No. 619903 10 7                                          Page 6 of 7 pages
--------------------- ---------------------------------------- -----------------



ITEM 4.  Purpose of Transaction.
         ----------------------

     Item 4 is hereby amended as follows:

     1.  By  deleting  the  first  paragraph  thereof  in its  entirety,  and by
substituting therefor the following:

     The  Reporting  Person  acquired its shares of Common Stock for  investment
purposes. The Reporting Person periodically reviews its investment in the Issuer
and the business,  financial condition and capitalization of the Issuer and may,
from  time to time  determine  to take  various  actions  based on such  review,
including,  without limitation,  acquiring  additional shares of Common Stock in
open market transactions or in privately negotiated transactions, selling all or
any portion of its interest in the Issuer based on market  conditions  and other
conditions  which the Reporting  Person may deem  relevant,  or taking any other
action  described in subsections  (a) through (j) of Item 4 of Schedule 13D that
could  have the  purpose  or effect  of  directly  or  indirectly  acquiring  or
influencing control of the Issuer.

     Although the  foregoing  reflects  potential  activities  of the  Reporting
Person with  respect to the Issuer,  the  foregoing  is subject to change at any
time and there can be no assurance  that the  Reporting  Person will take any of
the actions  referred to above or  participate  in a group that will take any of
the actions referred to above.

     2. By deleting  the last  sentence of the second  paragraph  thereof in its
entirety, and by substituting therefor the following:

     As of the date hereof,  the general  partners of the  Reporting  Person are
REB,  LLC,  TAP,  LLC and JAH,  LLC,  all of which,  as general  partners of the
Reporting Person,  disclaim  beneficial  ownership of the shares of Common Stock
owned by the Reporting Person.

ITEM 5.  Interests in Securities of the Issuer.
         -------------------------------------

     The Reporting Person

     (a) The Reporting Person  beneficially  owns 374,645 shares of Common Stock
which,  based on 5,318,861 shares of Common Stock  outstanding,  as indicated in
the Issuer's Form 10-Q, filed with the Securities and Exchange  Commission as of
May 10, 2006 (File No.  000-21196),  represent 7.0% of the outstanding shares of
Common Stock.  All of the persons  (other than the Reporting  Person)  listed in
ITEM 2 above  disclaim  any  beneficial  ownership of the shares of Common Stock
owned by the Reporting Person.

     (b) The  Reporting  Person has the sole power to vote and dispose of all of
the shares of Common Stock owned by it.

     (c) None.

     (d) Not Applicable.



--------------------- ---------------------------------------- -----------------
CUSIP No. 619903 10 7                                          Page 7 of 7 pages
--------------------- ---------------------------------------- -----------------

     (e) Not Applicable.

     Brown

     (a) Brown,  individually,  beneficially owns 83,942 shares of Common Stock,
and in his  capacity  as sole  trustee  and  beneficiary  of Venture  Investment
Management,  Inc. Pension Plan, beneficially owns an additional 19,400 shares of
Common Stock which,  based on 5,318,861 shares of Common Stock  outstanding,  as
indicated  in the Issuer's  Form 10-Q,  filed with the  Securities  and Exchange
Commission as of May 10, 2006 (File No. 000-21196),  collectively represent 1.9%
of  the  outstanding  shares  of  Common  Stock.  In  addition,  Brown's  spouse
individually,  beneficially  owns 31,264 shares of Common Stock which,  based on
5,318,861 shares of Common Stock outstanding,  as indicated in the Issuer's Form
10-Q, filed with the Securities and Exchange Commission as of May 10, 2006 (File
No.  000-21196),  represent 0.59% of the outstanding shares of Common Stock. All
of the persons (other than Brown) listed in ITEM 2 above disclaim any beneficial
ownership  of the  shares of  Common  Stock  beneficially  owned by Brown or his
spouse.

     (b) Brown,  individually,  has the sole power to vote and dispose of all of
the 103,342  shares of Common  Stock owned by him.  Brown's  spouse has the sole
power to vote and dispose of all of the 31,264  shares of Common  Stock owned by
her.

     (c) None.

     (d) Not applicable.

     (e) Not Applicable.

                                    Signature

     After  reasonable  inquiry and to the best of my knowledge and belief,  the
undersigned  hereby certifies that the information set forth in this Schedule is
true, complete, and correct.

Date: June 16, 2006
                                        MVP DISTRIBUTION PARTNERS

                                        By:      /s/ Robert E. Brown, Jr.
                                                 ------------------------
                                                 Name: Robert E. Brown, Jr.
                                                 Title: Authorized Signatory

ATTENTION:  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).