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 12, 2005

TRANS WORLD ENTERTAINMENT CORPORATION

(Exact name of registrant as specified in its charter)

New York	0-14818	14-1541629
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 12, 2005, Trans World Entertainment Corporation issued a press release announcing its financial results for its fiscal first quarter ended April 30, 2005. 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 9.01.   FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS. The following is furnished as an Exhibit to this Report:

Exhibit No.	Description
99.1	Trans World Entertainment Company Press Release dated May 12, 2005.

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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
Date:	May 12, 2005	s/ John J. Sullivan
		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 Company Press Release dated May 12, 2005.

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EX-99.1

Exhibit 99.1

	Contact:	Contact:
	Trans World Entertainment	The MWW Group
	John J. Sullivan	Richard Tauberman
	EVP, Chief Financial Officer	(rtauberman@mww.com)
	(518) 452-1242	(201) 507-9500
38 Corporate Circle
Albany, NY 12203
www.twec.com		NEWS RELEASE

TRANS WORLD ENTERTAINMENT ANNOUNCES FIRST QUARTER 2005 RESULTS

Albany, NY, May 12, 2005 — Trans World Entertainment Corporation (Nasdaq National Market: TWMC) today announced total sales decreased 6% to $285.4 million for the first quarter ended April 30, 2005, compared to $304.5 million in the first quarter of 2004.  In the first quarter, the Company operated 7% fewer stores than last year. For the first quarter of 2005, net loss was $1.0 million, or $0.03 per share. Net income for the first quarter of 2004 was $2.5 million, or $0.07 per share, including an extraordinary gain of $0.4 million or $0.01 per share related to the acquisition of the Wherehouse Entertainment Stores in 2003.  Comparable store sales in the first quarter of 2005 decreased 2%.

“Our first quarter results were impacted by the sluggish performance of new music and DVD releases after the Easter holiday.  We were pleased with the very strong performance of our video game business and the improvement in the accessories category,” said Robert J. Higgins, Chairman and Chief Executive Officer of Trans World Entertainment. “We expect second quarter comparable sales to be positive on an improved line-up of music and DVD releases, continued strength in our video game business and further improvement in our accessories category.”

Gross profit as a percentage of sales for the first quarter of 2005 was 36.6% versus 37.2% in the first quarter of 2004.  SG&A as a percentage of sales was 34.2% compared to 33.2% last year.

Mr. Higgins added, “We continue to move forward with our digital strategy, which includes our FYE Download Zone, a subscription-based digital music service, where the consumer can have access to over a million songs. We are further enhancing the capabilities of our digital music shopping experience both in-store and online and are on track to introduce the next generation LVS 3 (Listening and Viewing Stations) system later this year.”

“We remain confident in our outlook for 2005, our overall business strategy and our ability to exploit opportunities in the marketplace, particularly in merchandising and real estate, and reiterate our estimate of annual earnings per share of $0.85 to $0.90.” concluded Mr. Higgins.

Trans World Entertainment is a leading specialty retailer of music, video and video game products.  The Company operates over 800 retail stores in 46 states, the District of Columbia, the U.S. Virgin Islands, Puerto Rico and e-commerce sites, www.fye.com, www.coconuts.com, www.wherehouse.com and www.secondspin.com.  In addition to its mall locations, operated primarily under the FYE brand, the Company also operates freestanding locations under the names Coconuts Music and Movies, Strawberries Music, Wherehouse, CD World, Spec’s, Second Spin and Planet Music.

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:

(in millions, except per share data)

	Thirteen Weeks Ended
	April 30, 2005			% to Sales		May 1, 2004		% to Sales
Sales	$	285.4				$	304.5
Cost of sales	180.8			63.4	%	191.2		62.8	%
Gross profit	104.6			36.6	%	113.3		37.2	%
Selling, general and administrative expenses	97.7			34.2	%	101.2		33.2	%
Depreciation and amortization	8.2			2.9	%	8.5		2.8	%
Income / (Loss) from operations	(1.3		)	-0.5	%	3.6		1.2	%
Interest expense	0.2			0.1	%	0.3		0.1	%
Income / (Loss) before income taxes and extraordinary gain - unallocated negative goodwill	(1.5		)	-0.6	%	3.3		1.1	%
Income tax expense (benefit)	(0.5		)	-0.3	%	1.2		0.4	%
Income / (Loss) before extraordinary gain - unallocated negative goodwill	(1.0		)	-0.4	%	2.1		0.7	%
Extraordinary gain - unallocated negative goodwill, net of income taxes	—			0.0	%	0.4		0.1	%
NET INCOME / (LOSS)	$	(1.0	)	-0.4	%	$	2.5	0.8	%
Basic income / (loss) per common share:
Income / (Loss) per share before extraordinary gain - unallocated negative goodwill	$	(0.03	)			$	0.06
Extraordinary gain - unallocated negative goodwill, net of income taxes	—					0.01
Basic income / (loss) per share	$	(0.03	)			$	0.07
Weighted average number of common shares outstanding - basic	35.3					36.0
Diluted income / (loss) per common share:
Income / (Loss) per share before extraordinary gain - unallocated negative goodwill	$	(0.03	)			$	0.06
Extraordinary gain - unallocated negative goodwill, net of income taxes	—					0.01
Diluted income / (loss) per share	$	(0.03	)			$	0.07
Weighted average number of common shares outstanding -diluted	35.3					37.6

SELECTED BALANCE SHEET CAPTIONS:

(in millions, except store data)

Cash and cash equivalents	$	68.0	$	89.1
Merchandise inventory	409.4		442.6
Fixed assets (net)	126.0		126.0
Accounts payable	185.2		243.0
Long-term debt, less current portion	16.5		7.4
Stores in operation	804		859