**Exhibit 31.2**

# ** **

**SARBANES-OXLEY**

**SECTION 302 CERTIFICATION**

 

I, Edward M. Krell, certify that:

 

1.     I have reviewed this Quarterly Report on Form 10-Q of Mothers Work, Inc.;

 

2.     Based on my knowledge, this report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a–15(e) and 15d–15(e)) for the registrant and have:

 

a)   designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b)   evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)   disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.     The registrant’s other certifying officer and I have disclosed, based onour most recent evaluation of the internal control over financial reporting, tothe registrant’s auditors and the audit committee of registrant’s board ofdirectors:

 

a)   all significant deficiencies and materialweaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and

 

b)   any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| February 17, 2004 |                                                | **/s/ Edward M. Krell** |   |
|------------------------|-----------------------------------------------------|-------------------------|--------|
| Date                   | Edward M. Krell                                     |                    |
|                   | *Executive Vice President-Chief Financial  Officer* |                    |
|                        |                                                     |                         |        |  |  |

 

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