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): May 6, 2008

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 7.01. REGULATION FD DISCLOSURE

On May 6, 2008, Trans World Entertainment Corporation issued a press release announcing that its Chief Executive Officer and largest shareholder, Robert J. Higgins, has withdrawn his preliminary proposal to acquire the Company, which was first announced in November 2007, and there are no other pending proposals by management and/or third parties to acquire the Company at this time. In withdrawing his preliminary proposal, Mr. Higgins indicated to a special committee of the board of directors that continuing poor credit market conditions have substantially increased the costs and burdens of the debt financing that would be required to acquire the Company. 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 7.01 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 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 May 6, 2008.

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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 J. Sullivan
Date: May 7, 2008	--------------------------------------------
	John J. Sullivan
	Executive Vice President-Finance, Chief
	Financial Officer and Secretary

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EXHIBIT INDEX

Exhibit
No.	Description
---	-----------
99.1	Trans World Entertainment Corporation Press Release dated May 6, 2008.

EX-99.1

Trans World Entertainment Corporation Announces that Robert J. Higgins, its CEO and
Largest Shareholder, has Withdrawn His Preliminary Proposal to Acquire the Company

     Albany, NY, May 6, 2008 -- Trans World Entertainment Corporation (“Trans World Entertainment” or “the Company”) (Nasdaq: TWMC) announced today that Robert J. Higgins, its CEO and largest shareholder, has withdrawn his preliminary proposal to acquire the Company, which proposal was first announced in November 2007, and that there are no other pending proposals by management and/or any third parties to acquire the Company at this time. In withdrawing his preliminary proposal, Mr. Higgins indicated to a special committee of the board of directors that continuing poor credit market conditions have substantially increased the costs and burdens of the debt financing that would be required to acquire the Company.

      The Company is always considering different strategic options to maximize shareholder value and otherwise pursue the best interests of its shareholders and other constituencies and, toward this end, may become engaged in confidential negotiations, including for a sale of the Company, without prior notice in the future. The Company, led by a special committee of independent directors and supported by the committee's financial advisor, had been exploring a sale of the Company since May 2007.

     Trans World Entertainment is a leading specialty retailer of entertainment software, including music, home video and video games and related products. The Company operates 800 retail stores in the United States, the District of Columbia, the U.S. Virgin Islands, and Puerto Rico, primarily under the names f.y.e.for your entertainment and Suncoast and on the web at www.fye.com, www.wherehouse.com, www.secondspin.com, www.samgoody.com and www.suncoast.com.

     Certain statements in this release set forth the Company'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.