<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

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

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

                             38 Corporate Circle
                           Albany, New York  12203
                                (518) 452-1242
                   (Address of principal executive offices)

                    TRANS WORLD ENTERTAINMENT CORPORATION
                            1994 STOCK OPTION PLAN
                           (Full title of the plan)
                        
                              Robert J. Higgins
                                  President
                    Trans World Entertainment Corporation
                             38 Corporate Circle
                           Albany, New York  12203
                   (Name and address of agent for service)
                        
                                (518) 452-1242
        (Telephone number, including area code, of agent for service)
     
                                  Copies to:
                          Matthew H. Mataraso, Esq.
                            111 Washington Avenue
                           Albany, New York  12210
     
                       CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
                                  Proposed     Proposed
 Title of                         Maximum      Maximum         Amount
 Securities          Amount       Offering     Aggregate       of
 to be               to be        Price        Offering        Registration
 Registered          Registered   Per Share    Price           Fee
- -----------------------------------------------------------------------------
Common Stock,        1,000,000    $4.0625 (2)  $4,062,500 (3)  $1,401 (3)
par value            shares (1)
$.01 per share
- ------------------------------------------------------------------------------
(1) Represents the maximum number of shares as to which options may be granted
    under the Trans World Entertainment Corporation 1994 Stock Option Plan.

(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) under the Securities Act  of 1933 based upon the average of
    the high and low prices reported on the National Association of Securities
    Dealers, Inc. Automated Quotation System on May 9, 1995.

(3) Calculated pursuant to Rule 457(h)(1) under the Securities  Act  of  1933 
- ------------------------------------------------------------------------------
                     This document consists of 12 pages
                     Index to Exhibits appears on page 9

                                     -1-
<PAGE>
                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not  required  to  be  filed  with the Securities and Exchange Commission (the
"Commission") pursuant to Form S-8  adopted  under the Securities Act of 1933,
as amended (the "Securities Act").

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This Registration Statement relates to shares of  common  stock,  par
value  $.01  per  share  (the  "Common  Stock"),  of Trans World Entertainment
Corporation (the "Company" or the  "Registrant") issuable upon the exercise of
options granted from time to time pursuant to the  Trans  World  Entertainment
Corporation  1994  Stock Option Plan (the "Plan") to eligible employees of the
Company or its  subsidiaries,  including  employees  who  are Directors of the
Company.  Upon effectiveness of this Registration Statement, an  aggregate  of
up  to  1,000,000 shares of Common Stock will be issuable upon the exercise of
options granted pursuant to the  Plan,  subject  to  adjustment in the case of
stock dividends or changes in the Common Stock.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        As required by the Commission,  the  Company  hereby  incorporates  by
reference into this Registration Statement the following documents:

        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
January  28,  1995,  filed with the Commission pursuant to the requirements of
Section 13(a) or Section  15(d)  of  the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act");

        (b) All other reports filed by the Company pursuant to  Section  13(a)
or  15(d) of the Exchange Act since the end of the fiscal year covered by such
Annual Report and prior to  the  filing  of a post-effective amendment to this
Registration Statement which indicates that all securities have been  sold  or
which deregisters all securities then remaining unsold; and

        (c) The description of the Company's Common Stock that is contained in
the  registration  statement  filed by the Company to register such securities
under Section 12 of the Exchange  Act, including any amendment or report filed
for the purpose of updating such description.

                                     -2-
<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES

        The class of securities offered is registered under Section 12 of  the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        (a)  Certain  legal  matters  in  connection  with  this  Registration
Statement are being passed upon  by  Matthew H. Mataraso, Esq., 111 Washington
Avenue, Albany, New York 12210.  Mr. Mataraso, Secretary of the Company,  owns
4,500  shares  of  the  Company's  Common  Stock and has options to acquire an
additional 35,000 shares of  Common  Stock  at  an  average exercise price per
share of $16.50.

        (b) The consolidated financial statements  of the Company appearing in
the Company's Annual Report on Form 10-K for the fiscal year ended January 28,
1995, have been audited by KPMG Peat Marwick LLP, independent auditors, as set
forth in their report thereon included  therein  and  incorporated  herein  by
reference.  Such consolidated financial  statements are incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick LLP given upon  the
authority of such firm as experts in accounting and auditing.

        The consolidated financial statements  of  the  Company at January 29,
1994 and for each of the two years  in  the  period  ended  January  29,  1994
appearing  in  the  Company's  Annual  Report on Form 10-K for the fiscal year
ended January 28, 1995, have  been  audited  by Ernst & Young LLP, independent
auditors,  as  set  forth  in  their  report  thereon  included  therein   and
incorporated  herein by reference.  Such consolidated financial statements are
incorporated herein by reference in  reliance  upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                     -3-
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 722 of  the  New  York  Business  Corporation  Law (the "BCL")
provides that a corporation may indemnify an officer or director, in the  case
of  third  party actions, against judgments, fines, amounts paid in settlement
and reasonable  expenses  and,  in  the  case  of  derivative actions, against
amounts paid in settlement and reasonable expenses, if the director or officer
"acted, in good faith, for a purpose which he reasonably believed to be in ...
the best interests of the corporation" and, in the case of  criminal  actions,
"had no reasonable cause to believe that his conduct was unlawful."  Statutory
indemnification  may  not  be  provided  in derivative actions in respect of a
threatened action, or a pending action  which is settled or otherwise disposed
of, or any claim, issue or matter as to which  such  person  shall  have  been
adjudged  to  be liable to the corporation, unless and only to the extent that
the court in which the action was  brought,  or, if no action was brought, any
court of competent jurisdiction, determines upon application that, in view  of
all  the  circumstances  of  the  case,  the  person  is fairly and reasonably
entitled to indemnity for such portion  of  the settlement and expenses as the
court deems proper.

        As contemplated by BCL Section 721, the Company's By-Laws, as  amended
on  March  31, 1987, provide a broader basis for indemnification in accordance
with and as permitted by BCL Article 7.

        Section 6.6 of the By-Laws of the Company provides as follows:

        "Section 6.6 Indemnification.

        "Except to the extent  expressly  prohibited  by the New York Business
        Corporation Law, the Corporation shall indemnify each person  made  or
        threatened  to  be  made a party to any action or proceedings, whether
        civil or criminal, by  reason  of  the  fact  that such person or such
        person's testator or intestate is or was a director or officer of  the
        Corporation, or serves or served at the request of the Corporation any
        other corporation, partnership, joint venture, trust, employee benefit
        plan  or  other  enterprise in any capacity, against judgments, fines,
        penalties,  amounts  paid  in   settlement  and  reasonable  expenses,
        including attorney's fees, incurred in connection with such action  or
        proceedings,   or   any   appeal   therein,   provided  that  no  such
        indemnification  shall  be  made   if   a   judgment  or  other  final
        adjudication adverse to such person establishes that his or  her  acts
        were  committed  in  bad  faith  or  were  the  result  of  active and
        deliberate dishonesty and  were  material  to  the  cause of action as
        adjudicated, or that he or she personally gained in fact  a  financial
        profit or other advantage to which he or she was not legally entitled,
        and  provided  further  that no such indemnification shall be required
        with respect to any settlement  or other nonadjudicated disposition of
        any threatened or pending action or proceedings unless the Corporation
        has given its prior consent to such settlement or other disposition.

                                     -4-
<PAGE>
        "The Corporation shall advance or promptly reimburse upon request  any
        person   entitled  to  indemnification  hereunder  for  all  expenses,
        including attorney's fees, reasonably incurred in defending any action
        or proceeding in advance of the final disposition thereof upon receipt
        of an undertaking by or on behalf  of such person to repay such amount
        if  such  person  is  ultimately  found  not   to   be   entitled   to
        indemnification  or,  where  indemnification is granted, to the extent
        the expenses so advanced or reimbursed exceed the amount to which such
        person  is  entitled,  provided,   however,  that  such  person  shall
        cooperate in good faith with  any  request  by  the  Corporation  that
        common  counsel  be utilized by the parties to an action or proceeding
        who are similarly situated unless to  do so would be inappropriate due
        to actual or potential  differing  interests  between  or  among  such
        parties.

        "Nothing  herein  shall  limit  or  affect  any  right  of  any person
        otherwise than  hereunder  to  indemnification  or expenses, including
        attorneys' fees, under any statute, rule, regulation,  certificate  of
        incorporation, by-law, insurance policy, contract or otherwise.

        "Anything  in  these  by-laws  to  the  contrary  notwithstanding,  no
        elimination  of this by-law, and no amendment of this by-law adversely
        affecting the right of any person to indemnification or advancement of
        expenses hereunder shall  be  effective  until  the 60th day following
        notice to such person  of  such  action,  and  no  elimination  of  or
        amendment to this by-law shall deprive any person of his or her rights
        hereunder  arising  out  of  alleged  or  actual  occurrences, acts or
        failures to act prior to such 60th day.

        "The Corporation shall not, except by elimination or amendment of this
        by-law in a manner consistent  with  the preceding paragraph, take any
        corporate action or enter  into  any  agreement  which  prohibits,  or
        otherwise  limits  the  rights  of  any  person to, indemnification in
        accordance with the provisions of this by-law.  The indemnification of
        any person provided by  this  by-law  shall continue after such person
        has ceased to be a director, officer or employee  of  the  Corporation
        and  shall  inure  to  the  benefit of such person's heirs, executors,
        administrators and legal representatives.

        "The Corporation is authorized  to  enter  into agreements with any of
        its   directors,   officers   or   employees   extending   rights   to
        indemnification and advancement of expenses  to  such  person  to  the
        fullest  extent  permitted by applicable law, but the failure to enter
        into any such agreement shall not  affect  or limit the rights of such
        person pursuant to this by-law, it being expressly  recognized  hereby
        that  all  directors,  officers  and  employees of the Corporation, by
        serving as such  after  the  adoption  hereof,  are acting in reliance
        hereon and that the Corporation is estopped to contend otherwise.

                                     -5-
<PAGE>
        "In case any provision in this by-law shall be determined at any  time
        to  be unenforceable in any respect, the other provisions shall not in
        any way be affected  or  impaired  thereby, and the affected provision
        shall be given the fullest possible enforcement in the  circumstances,
        it  being  the  intention of the Corporation to afford indemnification
        and advancement of expenses to  its directors, officers and employees,
        acting in such capacities or in the other capacities mentioned herein,
        to the fullest extent permitted by law.

        "For purposes of this by-law, the Corporation shall be deemed to  have
        requested  a  person  to  serve  an  employee  benefit  plan where the
        performance by such person  of  his  or  her duties to the Corporation
        also imposes duties on, or otherwise involves services by, such person
        to the plan or participants or beneficiaries of the plan,  and  excise
        taxes  assessed  on  a person with respect to an employee benefit plan
        pursuant to applicable law shall be considered indemnifiable expenses.
        For purposes of this by-law,  the term "Corporation" shall include any
        legal successor to the Corporation, including  any  corporation  which
        acquires  all or substantially all of the assets of the Corporation in
        one or more transactions."

        In addition, pursuant  to  Section  721  of  the  BCL, the Company has
entered into Indemnification Agreements  with  certain  of  its  officers  and
directors  providing for the indemnification of such officers and directors to
the fullest extent  permitted  by  the  BCL.   The Indemnification Agreements,
among other things, provide  for  the  establishment  of  procedures  for  the
advancement  of  expenses  prior  to  the  final  disposition  of  an  action,
procedures  for  determining  entitlement to indemnification in the event of a
change of control of the Company  and procedures for resolving disputes in the
event the Company refuses to provide indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.  EXHIBITS

        The  Exhibit  Index immediately preceding the exhibits is incorporated
        herein by reference.

                                     -6-
<PAGE>
ITEM 9.  UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

        (1)  To  file,  during  any  period in which offers or sales are being
made, a  post-effective  amendment  to  this  Registration  Statement:  (i) to
include any prospectus required by Section 10(a)(3) of the Securities  Act  of
1933;  (ii) to reflect in the prospectus any facts or events arising after the
effective  date  of   the   Registration   Statement   (or   the  most  recent
post-effective amendment thereof) which, individually  or  in  the  aggregate,
represent   a   fundamental  change  in  the  information  set  forth  in  the
Registration Statement to  the  extent  that  such  information required to be
included by clauses (i) or (ii) is not contained in periodic reports filed  by
the  Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by  reference into this Registration Statement; and
(iii) to include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the Registration Statement or any
material change to such information in the Registration Statement.

        (2) That, for  the  purpose  of  determining  any  liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed  to
be  a  new  registration statement relating to the securities offered therein,
and the offering of such securities  at  that  time  shall be deemed to be the
initial bona fide offering thereof.

        (3) To remove from registration by means of  post-effective  amendment
any  of the securities being registered which remain unsold at the termination
of the offering.

        (4) That for  the  purposes  of  determining  any  liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934  that
is  incorporated by reference in the Registration Statement shall be deemed to
be a new Registration  Statement  relating  to the securities offered therein,
and the offering of such securities at that time shall be  deemed  to  be  the
initial bona fide offering thereof.

        (5)  Insofar  as  indemnification  for  liabilities  arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant  to the foregoing provisions, or otherwise,
the registrant has been advised that in the  opinion  of  the  Securities  and
Exchange Commission such indemnification is against public policy as expressed
in  the  Act  and is, therefore, unenforceable.  In the event that a claim for
indemnification against  such  liabilities  (other  than  the  payment  by the
registrant of expenses incurred or paid by a director, officer or  controlling
person  of  the  registrant  in  the successful defense of any action, suit or
proceeding) is asserted by  such  director,  officer  or controlling person in
connection with the securities being registered, the registrant  will,  unless
in  the  opinion  of  its  counsel  the matter has been settled by controlling
precedent, submit to a court  of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed  in  the  Act
and will governed by the final adjudication of such issue.


                                     -7-
<PAGE>
                             SIGNATURES

        Pursuant  to  the  requirements  of  the  Securities  Act of 1933, the
Registrant certifies that it has  reasonable  grounds to believe that it meets
all of the requirements for filing on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto duly authorized in the State of New York on May 12, 1995.

                            TRANS WORLD ENTERTAINMENT CORPORATION

                            By: /s/Robert J. Higgins
                            ---------------------------------
                                Robert J. Higgins
                                Chairman of the Board, President
                                and Chief Executive Officer

POWER OF ATTORNEY

        KNOW  ALL  PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert J. Higgins and Matthew H.
Mataraso, and each of them  acting individually, as his attorney-in-fact, each
with full power of substitution, for him in any and all  capacities,  to  sign
any  and  all  amendments  and  post-effective amendments to this Registration
Statement, and to file the same,  with exhibits thereto and other documents in
connection therewith, with the Securities  and  Exchange  Commission,  and  is
hereby  ratifying  and  confirming our signatures as they may be signed by our
said attorney to any and all  amendments and post-effective amendments to said
Registration Statement.

        Pursuant to the requirements of  the  Securities  act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons in the
capacities and on the dates indicated.

        Signatures              Title                           Date
    -----------------       --------------                    ---------
    /s/Robert J. Higgins    Chairman of the Board,           May 12, 1995
    Robert J. Higgins       President, Chief Executive
                            Officer and Director
                            (Principal Executive Officer)

    /s/John J. Sullivan     Senior Vice President-Finance    May 12, 1995
    John J. Sullivan        (Principal Financial and Chief
                             Accounting Officer)

    /s/Matthew H. Mataraso  Secretary and Director           May 12, 1995
    Matthew H. Mataraso

    /s/George W. Dougan     Director                         May 12, 1995
    George W. Dougan

    /s/Charlotte G. Fischer Director                         May 12, 1995
    Charlotte G. Fischer

    /s/Isaac Kaufman        Director                         May 12, 1995
    Isaac Kaufman


                                     -8-
<PAGE>
                              INDEX TO EXHIBITS

    Exhibit                                                         Page
    -------                                                         ----
        3.1     Restated   Certificate    of   Incorporation        N/A
                (incorporated herein by reference to Exhibit
                3.1 to the  Registrant's  Annual  Report  on
                Form  10-K for the fiscal year ended January
                29, 1994.  (File 0-14818)).

        3.2     Certificate  of  Amendment  of  the Restated        N/A
                Certificate of  Incorporation  (incorporated
                herein  by  reference  to Exhibit 3.1 to the
                Registrant's Quarterly  Report  on Form 10-Q
                for the fiscal  quarter  ended  October  29,
                1994.  (File 0-14818)).

        4.1     Trans  World  Entertainment Corporation 1994        N/A
                Stock Option  Plan  (incorporated  herein by
                reference   to   Exhibit   10.1    to    the
                Registrant's  Quarterly  Report on Form 10-Q
                for the fiscal quarter  ended July 30, 1994.
                (File 0-14818)).

        5.1     Opinion  of  Matthew   H.   Mataraso,   Esq.         10
                regarding   legality   of  securities  being
                registered.

        23.1    Consent of KPMG Peat Marwick LLP.                    11

        23.2    Consent of Ernst & Young LLP.                        12

        23.3    Consent  of  Matthew  H.  Mataraso,  Esq.  -         10
                contained in  the  opinion  filed as Exhibit
                5.1.

        24.1    Power of Attorney - see signature page.               8

                                     -9-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24437}]
{"company-data": {"conformed-name": "TRANS WORLD ENTERTAINMENT CORP", "cik": "0000795212", "assigned-sic": "5735", "irs-number": "141541629", "state-of-incorporation": "NY", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59319", "film-number": "95538251"}, "business-address": {"street1": "38 CORPORATE CIRCLE", "city": "ALBANY", "state": "NY", "zip": "12203", "phone": "5184521242"}, "former-company": {"former-conformed-name": "TRANS WORLD MUSIC CORP", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

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

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

                             38 Corporate Circle
                           Albany, New York  12203
                                (518) 452-1242
                   (Address of principal executive offices)

                    TRANS WORLD ENTERTAINMENT CORPORATION
                            1994 STOCK OPTION PLAN
                           (Full title of the plan)
                        
                              Robert J. Higgins
                                  President
                    Trans World Entertainment Corporation
                             38 Corporate Circle
                           Albany, New York  12203
                   (Name and address of agent for service)
                        
                                (518) 452-1242
        (Telephone number, including area code, of agent for service)
     
                                  Copies to:
                          Matthew H. Mataraso, Esq.
                            111 Washington Avenue
                           Albany, New York  12210
     
                       CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
                                  Proposed     Proposed
 Title of                         Maximum      Maximum         Amount
 Securities          Amount       Offering     Aggregate       of
 to be               to be        Price        Offering        Registration
 Registered          Registered   Per Share    Price           Fee
- -----------------------------------------------------------------------------
Common Stock,        1,000,000    $4.0625 (2)  $4,062,500 (3)  $1,401 (3)
par value            shares (1)
$.01 per share
- ------------------------------------------------------------------------------
(1) Represents the maximum number of shares as to which options may be granted
    under the Trans World Entertainment Corporation 1994 Stock Option Plan.

(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) under the Securities Act  of 1933 based upon the average of
    the high and low prices reported on the National Association of Securities
    Dealers, Inc. Automated Quotation System on May 9, 1995.

(3) Calculated pursuant to Rule 457(h)(1) under the Securities  Act  of  1933 
- ------------------------------------------------------------------------------
                     This document consists of 12 pages
                     Index to Exhibits appears on page 9

                                     -1-
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not  required  to  be  filed  with the Securities and Exchange Commission (the
"Commission") pursuant to Form S-8  adopted  under the Securities Act of 1933,
as amended (the "Securities Act").

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This Registration Statement relates to shares of  common  stock,  par
value  $.01  per  share  (the  "Common  Stock"),  of Trans World Entertainment
Corporation (the "Company" or the  "Registrant") issuable upon the exercise of
options granted from time to time pursuant to the  Trans  World  Entertainment
Corporation  1994  Stock Option Plan (the "Plan") to eligible employees of the
Company or its  subsidiaries,  including  employees  who  are Directors of the
Company.  Upon effectiveness of this Registration Statement, an  aggregate  of
up  to  1,000,000 shares of Common Stock will be issuable upon the exercise of
options granted pursuant to the  Plan,  subject  to  adjustment in the case of
stock dividends or changes in the Common Stock.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        As required by the Commission,  the  Company  hereby  incorporates  by
reference into this Registration Statement the following documents:

        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
January  28,  1995,  filed with the Commission pursuant to the requirements of
Section 13(a) or Section  15(d)  of  the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act");

        (b) All other reports filed by the Company pursuant to  Section  13(a)
or  15(d) of the Exchange Act since the end of the fiscal year covered by such
Annual Report and prior to  the  filing  of a post-effective amendment to this
Registration Statement which indicates that all securities have been  sold  or
which deregisters all securities then remaining unsold; and

        (c) The description of the Company's Common Stock that is contained in
the  registration  statement  filed by the Company to register such securities
under Section 12 of the Exchange  Act, including any amendment or report filed
for the purpose of updating such description.

                                     -2-
ITEM 4.  DESCRIPTION OF SECURITIES

        The class of securities offered is registered under Section 12 of  the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        (a)  Certain  legal  matters  in  connection  with  this  Registration
Statement are being passed upon  by  Matthew H. Mataraso, Esq., 111 Washington
Avenue, Albany, New York 12210.  Mr. Mataraso, Secretary of the Company,  owns
4,500  shares  of  the  Company's  Common  Stock and has options to acquire an
additional 35,000 shares of  Common  Stock  at  an  average exercise price per
share of $16.50.

        (b) The consolidated financial statements  of the Company appearing in
the Company's Annual Report on Form 10-K for the fiscal year ended January 28,
1995, have been audited by KPMG Peat Marwick LLP, independent auditors, as set
forth in their report thereon included  therein  and  incorporated  herein  by
reference.  Such consolidated financial  statements are incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick LLP given upon  the
authority of such firm as experts in accounting and auditing.

        The consolidated financial statements  of  the  Company at January 29,
1994 and for each of the two years  in  the  period  ended  January  29,  1994
appearing  in  the  Company's  Annual  Report on Form 10-K for the fiscal year
ended January 28, 1995, have  been  audited  by Ernst & Young LLP, independent
auditors,  as  set  forth  in  their  report  thereon  included  therein   and
incorporated  herein by reference.  Such consolidated financial statements are
incorporated herein by reference in  reliance  upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                     -3-
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 722 of  the  New  York  Business  Corporation  Law (the "BCL")
provides that a corporation may indemnify an officer or director, in the  case
of  third  party actions, against judgments, fines, amounts paid in settlement
and reasonable  expenses  and,  in  the  case  of  derivative actions, against
amounts paid in settlement and reasonable expenses, if the director or officer
"acted, in good faith, for a purpose which he reasonably believed to be in ...
the best interests of the corporation" and, in the case of  criminal  actions,
"had no reasonable cause to believe that his conduct was unlawful."  Statutory
indemnification  may  not  be  provided  in derivative actions in respect of a
threatened action, or a pending action  which is settled or otherwise disposed
of, or any claim, issue or matter as to which  such  person  shall  have  been
adjudged  to  be liable to the corporation, unless and only to the extent that
the court in which the action was  brought,  or, if no action was brought, any
court of competent jurisdiction, determines upon application that, in view  of
all  the  circumstances  of  the  case,  the  person  is fairly and reasonably
entitled to indemnity for such portion  of  the settlement and expenses as the
court deems proper.

        As contemplated by BCL Section 721, the Company's By-Laws, as  amended
on  March  31, 1987, provide a broader basis for indemnification in accordance
with and as permitted by BCL Article 7.

        Section 6.6 of the By-Laws of the Company provides as follows:

        "Section 6.6 Indemnification.

        "Except to the extent  expressly  prohibited  by the New York Business
        Corporation Law, the Corporation shall indemnify each person  made  or
        threatened  to  be  made a party to any action or proceedings, whether
        civil or criminal, by  reason  of  the  fact  that such person or such
        person's testator or intestate is or was a director or officer of  the
        Corporation, or serves or served at the request of the Corporation any
        other corporation, partnership, joint venture, trust, employee benefit
        plan  or  other  enterprise in any capacity, against judgments, fines,
        penalties,  amounts  paid  in   settlement  and  reasonable  expenses,
        including attorney's fees, incurred in connection with such action  or
        proceedings,   or   any   appeal   therein,   provided  that  no  such
        indemnification  shall  be  made   if   a   judgment  or  other  final
        adjudication adverse to such person establishes that his or  her  acts
        were  committed  in  bad  faith  or  were  the  result  of  active and
        deliberate dishonesty and  were  material  to  the  cause of action as
        adjudicated, or that he or she personally gained in fact  a  financial
        profit or other advantage to which he or she was not legally entitled,
        and  provided  further  that no such indemnification shall be required
        with respect to any settlement  or other nonadjudicated disposition of
        any threatened or pending action or proceedings unless the Corporation
        has given its prior consent to such settlement or other disposition.

                                     -4-
"The Corporation shall advance or promptly reimburse upon request  any
        person   entitled  to  indemnification  hereunder  for  all  expenses,
        including attorney's fees, reasonably incurred in defending any action
        or proceeding in advance of the final disposition thereof upon receipt
        of an undertaking by or on behalf  of such person to repay such amount
        if  such  person  is  ultimately  found  not   to   be   entitled   to
        indemnification  or,  where  indemnification is granted, to the extent
        the expenses so advanced or reimbursed exceed the amount to which such
        person  is  entitled,  provided,   however,  that  such  person  shall
        cooperate in good faith with  any  request  by  the  Corporation  that
        common  counsel  be utilized by the parties to an action or proceeding
        who are similarly situated unless to  do so would be inappropriate due
        to actual or potential  differing  interests  between  or  among  such
        parties.

        "Nothing  herein  shall  limit  or  affect  any  right  of  any person
        otherwise than  hereunder  to  indemnification  or expenses, including
        attorneys' fees, under any statute, rule, regulation,  certificate  of
        incorporation, by-law, insurance policy, contract or otherwise.

        "Anything  in  these  by-laws  to  the  contrary  notwithstanding,  no
        elimination  of this by-law, and no amendment of this by-law adversely
        affecting the right of any person to indemnification or advancement of
        expenses hereunder shall  be  effective  until  the 60th day following
        notice to such person  of  such  action,  and  no  elimination  of  or
        amendment to this by-law shall deprive any person of his or her rights
        hereunder  arising  out  of  alleged  or  actual  occurrences, acts or
        failures to act prior to such 60th day.

        "The Corporation shall not, except by elimination or amendment of this
        by-law in a manner consistent  with  the preceding paragraph, take any
        corporate action or enter  into  any  agreement  which  prohibits,  or
        otherwise  limits  the  rights  of  any  person to, indemnification in
        accordance with the provisions of this by-law.  The indemnification of
        any person provided by  this  by-law  shall continue after such person
        has ceased to be a director, officer or employee  of  the  Corporation
        and  shall  inure  to  the  benefit of such person's heirs, executors,
        administrators and legal representatives.

        "The Corporation is authorized  to  enter  into agreements with any of
        its   directors,   officers   or   employees   extending   rights   to
        indemnification and advancement of expenses  to  such  person  to  the
        fullest  extent  permitted by applicable law, but the failure to enter
        into any such agreement shall not  affect  or limit the rights of such
        person pursuant to this by-law, it being expressly  recognized  hereby
        that  all  directors,  officers  and  employees of the Corporation, by
        serving as such  after  the  adoption  hereof,  are acting in reliance
        hereon and that the Corporation is estopped to contend otherwise.

                                     -5-
"In case any provision in this by-law shall be determined at any  time
        to  be unenforceable in any respect, the other provisions shall not in
        any way be affected  or  impaired  thereby, and the affected provision
        shall be given the fullest possible enforcement in the  circumstances,
        it  being  the  intention of the Corporation to afford indemnification
        and advancement of expenses to  its directors, officers and employees,
        acting in such capacities or in the other capacities mentioned herein,
        to the fullest extent permitted by law.

        "For purposes of this by-law, the Corporation shall be deemed to  have
        requested  a  person  to  serve  an  employee  benefit  plan where the
        performance by such person  of  his  or  her duties to the Corporation
        also imposes duties on, or otherwise involves services by, such person
        to the plan or participants or beneficiaries of the plan,  and  excise
        taxes  assessed  on  a person with respect to an employee benefit plan
        pursuant to applicable law shall be considered indemnifiable expenses.
        For purposes of this by-law,  the term "Corporation" shall include any
        legal successor to the Corporation, including  any  corporation  which
        acquires  all or substantially all of the assets of the Corporation in
        one or more transactions."

        In addition, pursuant  to  Section  721  of  the  BCL, the Company has
entered into Indemnification Agreements  with  certain  of  its  officers  and
directors  providing for the indemnification of such officers and directors to
the fullest extent  permitted  by  the  BCL.   The Indemnification Agreements,
among other things, provide  for  the  establishment  of  procedures  for  the
advancement  of  expenses  prior  to  the  final  disposition  of  an  action,
procedures  for  determining  entitlement to indemnification in the event of a
change of control of the Company  and procedures for resolving disputes in the
event the Company refuses to provide indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.  EXHIBITS

        The  Exhibit  Index immediately preceding the exhibits is incorporated
        herein by reference.

                                     -6-
ITEM 9.  UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

        (1)  To  file,  during  any  period in which offers or sales are being
made, a  post-effective  amendment  to  this  Registration  Statement:  (i) to
include any prospectus required by Section 10(a)(3) of the Securities  Act  of
1933;  (ii) to reflect in the prospectus any facts or events arising after the
effective  date  of   the   Registration   Statement   (or   the  most  recent
post-effective amendment thereof) which, individually  or  in  the  aggregate,
represent   a   fundamental  change  in  the  information  set  forth  in  the
Registration Statement to  the  extent  that  such  information required to be
included by clauses (i) or (ii) is not contained in periodic reports filed  by
the  Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by  reference into this Registration Statement; and
(iii) to include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the Registration Statement or any
material change to such information in the Registration Statement.

        (2) That, for  the  purpose  of  determining  any  liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed  to
be  a  new  registration statement relating to the securities offered therein,
and the offering of such securities  at  that  time  shall be deemed to be the
initial bona fide offering thereof.

        (3) To remove from registration by means of  post-effective  amendment
any  of the securities being registered which remain unsold at the termination
of the offering.

        (4) That for  the  purposes  of  determining  any  liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934  that
is  incorporated by reference in the Registration Statement shall be deemed to
be a new Registration  Statement  relating  to the securities offered therein,
and the offering of such securities at that time shall be  deemed  to  be  the
initial bona fide offering thereof.

        (5)  Insofar  as  indemnification  for  liabilities  arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant  to the foregoing provisions, or otherwise,
the registrant has been advised that in the  opinion  of  the  Securities  and
Exchange Commission such indemnification is against public policy as expressed
in  the  Act  and is, therefore, unenforceable.  In the event that a claim for
indemnification against  such  liabilities  (other  than  the  payment  by the
registrant of expenses incurred or paid by a director, officer or  controlling
person  of  the  registrant  in  the successful defense of any action, suit or
proceeding) is asserted by  such  director,  officer  or controlling person in
connection with the securities being registered, the registrant  will,  unless
in  the  opinion  of  its  counsel  the matter has been settled by controlling
precedent, submit to a court  of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed  in  the  Act
and will governed by the final adjudication of such issue.

                                     -7-
SIGNATURES

        Pursuant  to  the  requirements  of  the  Securities  Act of 1933, the
Registrant certifies that it has  reasonable  grounds to believe that it meets
all of the requirements for filing on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto duly authorized in the State of New York on May 12, 1995.

                            TRANS WORLD ENTERTAINMENT CORPORATION

                            By: /s/Robert J. Higgins
                            ---------------------------------
                                Robert J. Higgins
                                Chairman of the Board, President
                                and Chief Executive Officer

POWER OF ATTORNEY

        KNOW  ALL  PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert J. Higgins and Matthew H.
Mataraso, and each of them  acting individually, as his attorney-in-fact, each
with full power of substitution, for him in any and all  capacities,  to  sign
any  and  all  amendments  and  post-effective amendments to this Registration
Statement, and to file the same,  with exhibits thereto and other documents in
connection therewith, with the Securities  and  Exchange  Commission,  and  is
hereby  ratifying  and  confirming our signatures as they may be signed by our
said attorney to any and all  amendments and post-effective amendments to said
Registration Statement.

        Pursuant to the requirements of  the  Securities  act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons in the
capacities and on the dates indicated.

        Signatures              Title                           Date
    -----------------       --------------                    ---------
    /s/Robert J. Higgins    Chairman of the Board,           May 12, 1995
    Robert J. Higgins       President, Chief Executive
                            Officer and Director
                            (Principal Executive Officer)

    /s/John J. Sullivan     Senior Vice President-Finance    May 12, 1995
    John J. Sullivan        (Principal Financial and Chief
                             Accounting Officer)

    /s/Matthew H. Mataraso  Secretary and Director           May 12, 1995
    Matthew H. Mataraso

    /s/George W. Dougan     Director                         May 12, 1995
    George W. Dougan

    /s/Charlotte G. Fischer Director                         May 12, 1995
    Charlotte G. Fischer

    /s/Isaac Kaufman        Director                         May 12, 1995
    Isaac Kaufman

                                     -8-
INDEX TO EXHIBITS

    Exhibit                                                         Page
    -------                                                         ----
        3.1     Restated   Certificate    of   Incorporation        N/A
                (incorporated herein by reference to Exhibit
                3.1 to the  Registrant's  Annual  Report  on
                Form  10-K for the fiscal year ended January
                29, 1994.  (File 0-14818)).

        3.2     Certificate  of  Amendment  of  the Restated        N/A
                Certificate of  Incorporation  (incorporated
                herein  by  reference  to Exhibit 3.1 to the
                Registrant's Quarterly  Report  on Form 10-Q
                for the fiscal  quarter  ended  October  29,
                1994.  (File 0-14818)).

        4.1     Trans  World  Entertainment Corporation 1994        N/A
                Stock Option  Plan  (incorporated  herein by
                reference   to   Exhibit   10.1    to    the
                Registrant's  Quarterly  Report on Form 10-Q
                for the fiscal quarter  ended July 30, 1994.
                (File 0-14818)).

        5.1     Opinion  of  Matthew   H.   Mataraso,   Esq.         10
                regarding   legality   of  securities  being
                registered.

        23.1    Consent of KPMG Peat Marwick LLP.                    11

        23.2    Consent of Ernst & Young LLP.                        12

        23.3    Consent  of  Matthew  H.  Mataraso,  Esq.  -         10
                contained in  the  opinion  filed as Exhibit
                5.1.

        24.1    Power of Attorney - see signature page.               8

                                     -9-