Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MADISON DEARBORN PARTNERS II LP
   2. Issuer Name and Ticker or Trading Symbol
TUESDAY MORNING CORP/DE [TUES] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
THREE FIRST NATIONAL PLAZA, SUITE 4600		 3. Date of Earliest Transaction (Month/Day/Year)
09/10/2009
(Street)

CHICAGO, IL 60602		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               10,838,526 I See footnotes (1) (2)
Common Stock 09/10/2009   S(3)   14,100 D $ 4.4 (4) 87,454 D  
Common Stock 09/11/2009   S(3)   8,400 D $ 4.44 (5) 79,054 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MADISON DEARBORN PARTNERS II LP
THREE FIRST NATIONAL PLAZA
SUITE 4600
CHICAGO, IL 60602		     X    
MADISON DEARBORN CAPITAL PARTNERS II LP
THREE FIRST NATIONAL PLAZA
SUITE 4600
CHICAGO, IL 60602		     X    

Signatures

 /s/ Madison Dearborn Partners II, L.P., by Madison Dearborn Partners, Inc., its General Partner, by Mark B. Tresnowski, its Managing Director   09/14/2009
**Signature of Reporting Person Date
 /s/ Madison Dearborn Capital Partners II, L.P., by Madison Dearborn Partners II, L.P., its General Partner, by Madison Dearborn Partners, Inc., its General Partner, by Mark B. Tresnowski, its Managing Director   09/14/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Madison Dearborn Capital Partners II, L.P. ("MDCP II") is the record owner of these shares.
(2) These shares may be deemed to be beneficially owned by Madison Dearborn Partners II, L.P. ("MDP II"), the general partner of MDCP II. John A. Canning, Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP II that has the power, acting by majority vote, to vote or dispose of the shares directly held by MDCP II. Messrs. Canning, Finnegan and Mencoff and MDP II each hereby disclaims any beneficial ownership of any shares directly held by MDCP II, except to the extent of their respective pecuniary interest therein and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. Due to this limited partner committee of MDP II, Madison Dearborn Partners, Inc., the sole general partner of MDP II, no longer reports beneficial ownership of any of these shares.
(3) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by MDP II.
(4) Represents the weighted average trading price of the shares sold on the transaction date. The trading range for these shares was $4.17 to $4.50.
(5) Represents the weighted average trading price of the shares sold on the transaction date. The trading range for these shares was $4.35 to $4.48.

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