8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2007

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

New York	0-14818	14-1541629
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	identification No.)
38 Corporate Circle, Albany, New York		12203
(Address of principal executive offices)		(Zip Code)
	Registrant's telephone number, including area code: (518) 452-1242
	None
	(Former name or former address, if changed since last report.)

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 1, 2007, Trans World Entertainment Corporation issued a press release announcing its financial results for the quarter and year ended February 3, 2007. A copy of Trans World Entertainment Corporation’s press release is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

ITEM 7.01. REGULATION FD DISCLOSURE

Attached hereto as Exhibit 99.2 is the transcript for the earnings conference call of Trans World Entertainment Corporation held on March 1, 2007. The information in this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including the exhibit attached hereto, shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Certain information contained in this Current Report on Form 8-K, including information in Exhibit 99.2 hereto, is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning results of operations and Trans World Entertainment Corporation’s strategies. Trans World Entertainment Corporation cautions that there are factors that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Trans World Entertainment Corporation; accordingly, there can be no assurance that such suggested results will be realized. For a list of Trans World Entertainment Corporation’s risk factors, see the Company’s Annual Filing on Form 10-K with the Securities and Exchange Commission for the year ended January 28, 2006.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)	EXHIBITS. The following are furnished as Exhibits to this Report:
Exhibit No.	Description
99.1	Trans World Entertainment Corporation Press Release dated March 1, 2007.
99.2	Trans World Entertainment Corporation Transcript for Earnings Call held on March 1, 2007.

2

SIGNATURES

     Pursuant to the requirements of the Securities 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
	/s/ John Sullivan
Date: March 1, 2007
	John J. Sullivan Executive Vice President-Finance,
	Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Trans World Entertainment Corporation Press Release dated March 1, 2007.
99.2	Trans World Entertainment Corporation Transcript of Earnings Call held on March 1, 2007.

EX-99.1

Exhibit 99.1

     TRANS WORLD ENTERTAINMENT ANNOUNCES
FOURTH QUARTER AND FISCAL YEAR 2006 RESULTS

     Albany, NY, March 1, 2007 -- Trans World Entertainment Corporation (Nasdaq: TWMC) today reported financial results for its fourth quarter and fiscal year 2006. For the quarter, total sales increased 28% to $586.7 million. The Company operated an average of 1,087 stores compared to an average of 791 stores in the fourth quarter of last year. In addition, the fourth quarter of 2006 contained fourteen weeks compared to thirteen weeks for the fourth quarter of 2005. Comparable store sales for the quarter decreased 6%. For the fourth quarter of 2006, the Company recorded net income of $36.4 million, or $1.12 per diluted share, including an extraordinary gain for unallocated negative goodwill of $3.6 million, net of income taxes, related to the acquisition of Musicland. Income before the extraordinary gain was $32.8 million, or $1.01 per diluted share. Net income for the fourth quarter of 2005, including the cumulative effect of a change in accounting principle related to the adoption of FIN 47, Accounting for Conditional Asset Retirement Obligations, was $20.0 million, or $0.64 per diluted share. Income before the cumulative effect of a change in accounting principle was $22.3 million or $0.71 per diluted share.

     For fiscal year 2006, total sales increased 19% to $1.471 billion. The Company operated an average of 1,044 stores compared to 801 during fiscal year 2005. In addition, fiscal year 2006 contained fifty-three weeks compared to fifty-two weeks for fiscal year 2005. Comparable store sales for fiscal year 2006 decreased 6%. Net income for fiscal 2006 was $10.2 million, or $0.32 per diluted share, including an extraordinary gain for unallocated negative goodwill of $8.9 million, net of income taxes, related to the acquisition of Musicland. Income before extraordinary gain was $1.3 million, or $0.04 per diluted share. Net income in 2005 was $0.6 million, or $0.02 per diluted share, including the cumulative effect of a change in accounting principle related to the adoption of FIN 47, Accounting for Conditional Asset Retirement Obligations, of $2.3 million, net of income taxes. Income for fiscal 2005, before the cumulative effect of a change in accounting principle was $2.9 million, or $0.09 per diluted share.

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     “We were disappointed with our 2006 results,” commented Robert J. Higgins, Trans World’s Chairman and CEO. “For 2007, we are committed to improve our operations through strengthening our brand, increasing sales in our core categories, while expanding into other product lines, and improving our selling culture and in-store experience. While we remain cautious in this challenging environment, we also remain optimistic about our transition to be the preferred retailer of all things entertainment.”

     Trans World Entertainment is a leading specialty retailer of music, video and video games and related products. The Company operates nearly 1,000 retail stores in the United States, the District of Columbia, the U.S. Virgin Islands, and Puerto Rico under various brands. The Company is in the process of consolidating the majority of its stores (Coconuts Music and Movies, Strawberries Music, Wherehouse,

Sam Goody and Spec’s) under the name f.y.e. for your entertainment. The Company also operates over 130 video only stores primarily under the Suncoast brand and on the web at www.fye.com, www.coconuts.com, www.wherehouse.com, www.secondspin.com, www.samgoody.com and www.suncoast.com.

Certain statements in this release set forth management's intentions, plans, beliefs, expectations or predictions of the future based on current facts and analyses. Actual results may differ materially from those indicated in such statements. Additional information on factors that may affect the business and financial results of the Company can be found in filings of the Company with the Securities and Exchange Commission.

—table to follow —

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TRANS WORLD ENTERTAINMENT CORPORATION
Financial Results
INCOME STATEMENTS:
	Fourteen and Thirteen
(in millions, except per share data)	Weeks Ended (1)										Fiscal Year Ended (2)
	February 3,			% to		January 28,			% to			February 3,		% to		January 28,			% to
	2007			Sales		2006			Sales			2007		Sales		2006			Sales
Sales	$	586.7				$	458.6				$	1,471.2				$	1,238.5
Cost of sales		382.9		65.3	%		307.4		67.0	%		952.0		64.7	%		806.9		65.1	%
Gross profit		203.8		34.7	%		151.2		33.0	%		519.2		35.3	%		431.6		34.9	%
Selling, general and
administrative expenses		137.0		23.3	%		106.7		23.3	%		482.4		32.8	%		392.8		31.7	%
Depreciation and amortization		9.3		1.7	%		8.8		1.9	%		36.8		2.5	%		34.0		2.8	%
Income from operations		57.5		9.7	%		35.7		7.8	%		0.0		0.0	%		4.8		0.4	%
Other income		(0.4	)	-0.1	%		(0.6	)	-0.1	%		(4.4	)	-0.3	%		(2.2	)	-0.2	%
Interest expense		1.4		0.2	%		1.0		0.1	%		5.5		0.4	%		3.0		0.3	%
Income (loss) before income taxes, extraordinary
gain - unallocated goodwill and cumulative effect of
change in accounting principle		56.5		9.6	%		35.3		7.8	%		(1.1	)	-0.1	%		4.0		0.3	%
Income tax expense (benefit)		23.7		4.0	%		13.0		2.8	%		(2.4	)	-0.2	%		1.1		0.1	%
Income before extraordinary gain - unallocated
goodwill and cumulative effect of change in
accounting principle	$	32.8		5.6	%	$	22.3		5.0	%	$	1.3		0.1	%	$	2.9		0.2	%
Extraordinary gain - unallocated negative goodwill,
net of income taxes		3.6		0.6	%		-		0.0	%		8.9		0.6	%		-		0.0	%
Cumulative effect of change in accounting principle,
net of income taxes		-		0.0	%		(2.3	)	-0.5	%		-		0.0	%		(2.3	)	-0.2	%
Net income	$	36.4		6.2	%	$	20.0		4.5	%	$	10.2		0.7	%	$	0.6		0.0	%
Basic earnings per common share:
Earnings per share before extraordinary gain -
unallocated negative goodwill and cumulative effect
of change in accounting principle, net of income
taxes	$	1.06				$	0.72				$	0.04				$	0.09
Extraordinary gain - unallocated negative goodwill,
net of income taxes		0.12					-					0.29					-
Cumulative effect of change in accounting principle,
net of income taxes		-					(0.07	)				-					(0.07	)
Basic earnings per common share	$	1.18				$	0.65				$	0.33				$	0.02
Weighted average number of
common shares outstanding		30.9					30.8					30.8					32.0
Diluted earnings per common share:
Earnings per share before extraordinary gain -
unallocated negative goodwill and cumulative effect
of change in accounting principle, net of income
taxes	$	1.01				$	0.71				$	0.04				$	0.09
Extraordinary gain - unallocated negative goodwill,
net of income taxes		0.11					-					0.28					-
Cumulative effect of change in accounting principle,
net of income taxes		-					(0.07	)				-					(0.07	)
Diluted earnings per common share	$	1.12				$	0.64				$	0.32				$	0.02
Weighted average number of
common shares outstanding		32.4					31.5					32.0					32.1
SELECTED BALANCE SHEET CAPTIONS:
(in millions, except store data)
Cash and cash equivalents												$118.6					$197.2
Merchandise inventory												504.9					402.7
Fixed assets (net)												138.9					132.5
Accounts payable												311.3					307.7
Long-term debt and capital lease obligations, less current portion												16.1					19.5
Stores in operation												992					782

(1)	- The fourth fiscal quarter ended February 3, 2007 contains 14 weeks. The fourth fiscal quarter ended January 28, 2006 contains 13 weeks.
(2)	- The fiscal year ended February 3, 2007 contains 53 weeks. The fiscal year ended January 28, 2006 contains 52 weeks.

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EX-99.2