10-Q/A

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

                              UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549
 

                              FORM 10-Q/A
      

 X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- - - - ---     SECURITIES EXCHANGE ACT OF 1934

        FOR THE QUARTERLY PERIOD ENDED JULY 30, 1994                        

                                   OR
 
       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- - - - ---     SECURITIES EXCHANGE ACT OF 1934

                    COMMISSION FILE NUMBER:  0-14818 

                 TRANS WORLD ENTERTAINMENT CORPORATION
        (Exact name of registrant as specified in its charter)

             New York                              14-1541629     
    (State or other jurisdiction of             (I.R.S.  Employer 
     incorporation or organization)            Identification  Number)

                           38 Corporate Circle
                         Albany, New York 12203
       (Address of principal executive offices, including zip code)

                           (518) 452-1242
        (Registrant's  telephone  number,  including  area  code)

Indicate by a check mark whether the Registrant (1)  has filed all reports 
required to be filed by Sections 13 or 15 (d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period that  
the Registrant was required to file such reports), and (2) has been subject  
to such filing requirements for the past 90 days.     Yes   X      No     
                                                           ---        ---
Indicate the number of shares outstanding of each of the issuer's classes 
of common  stock, as of the latest practicable date.
                     
                     Common Stock, $.01 par value, 
           9,687,814 shares outstanding as of September 7, 1994
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           TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES

                       PART II: OTHER INFORMATION


Item 6(A) of Part II of Form 10-Q is hereby amended by the Registrant
to include the Financial Data Schedule required by Item 601(c) of 
Regulation S-K under the Securities Exchange Act of 1934, as amended
(the "Act"), and Rule 309 under Regulation S-T under the Act.  The 
Report on Form 10-Q for the quarter ended July 30, 1994 was originally
filed with the Securities and Exchange Commission on September 13, 1994.




Item 6.    Exhibits and Reports on Form 8-K.

     (A)   Exhibits 

           Exhibit No.    Description                      Page No.
           -----------    -----------                      --------
   
           10.1           1994 Stock Option Plan                *


           27             Financial Data Schedule               4  

            *  Previously filed on September 13, 1994 with The Report 
               on Form 10-Q for the quarter ended July 30, 1994.

     (B)      Reports on Form 8-K - None 





                                     
                                     
                                     
                                   
                                       2






           TRANS WORLD ENTERTAINMENT CORPORATION AND SUBSIDIARIES  


                               SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf by 
the undersigned thereunto duly authorized.




                                    TRANS WORLD ENTERTAINMENT                
                                          CORPORATION



December 12, 1994                   By:   /s/ ROBERT A. HELPERT   
- - - - -----------------                   ----------------------------
DATE                                Robert A. Helpert     
                                    Executive Vice President and
                                    Chief Administrative Officer 
                                    (Duly authorized officer)



December 12, 1994                   By:   /s/ JOHN J. SULLIVAN     
- - - - -----------------                   ----------------------------
DATE                                John J. Sullivan    
                                    Vice President - Finance
                                    (Chief Accounting Officer)
                    

                                     
                                     3

EX-27

 

<ARTICLE>                       5
<LEGEND>                        THIS SCHEDULE CONTAINS DATA EXTRACTED FROM
                                THE CONDENSED CONSOLIDATED BALANCE SHEETS,
                                AND THE CONDENSED CONSOLIDATED STATEMENTS
                                OF INCOME AND IS QUALIFIED IN ITS ENTIRETY
                                BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<CIK>                           0000795212
<NAME>                          TRANS WORLD ENTERTAINMENT CORPORATION
<MULTIPLIER>                    1,000
       
 <CAPTION>                                                    Amount
                                                  (in thousands, except per
Item Description                                         share data) 
- - - - -------------------                               --------------------------                
                                                          
<PERIOD-TYPE>                                                6-MOS
<FISCAL-YEAR-END>                                            JAN-28-1995
<PERIOD-END>                                                 JUL-30-1994
<CASH>                                                       8,011
<SECURITIES>                                                 0
<RECEIVABLES>                                                0 
<ALLOWANCES>                                                 0
<INVENTORY>                                                  221,985
<CURRENT-ASSETS>                                             242,837
<PP&E>                                                       175,312
<DEPRECIATION>                                               80,413
<TOTAL-ASSETS>                                               347,157
<CURRENT-LIABILITIES>                                        160,430
<BONDS>                                                      60,967
<PREFERRED-MANDATORY>                                        0
<PREFERRED>                                                  0
<COMMON>                                                     97
<OTHER-SE>                                                   121,452
<TOTAL-LIABILITY-AND-EQUITY>                                 347,157
<SALES>                                                      216,178
<TOTAL-REVENUES>                                             216,178
<CGS>                                                        135,873
<TOTAL-COSTS>                                                135,873
<OTHER-EXPENSES>                                             83,205
<LOSS-PROVISION>                                             0
<INTEREST-EXPENSE>                                           4,899
<INCOME-PRETAX>                                              (7,799)
<INCOME-TAX>                                                 (3,112)
<INCOME-CONTINUING>                                          (4,687)
<DISCONTINUED>                                               0
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                                 (4,687)
<EPS-PRIMARY>                                                (.48)
<EPS-DILUTED>                                                (.48)