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


     DI VISION OF
CORPORATI ON FI NANCE


                                                                  May 31, 2019

  By E-Mail

  Ryan Nebel, Esq.
  Olshan Frome Wolosky LLP
  1325 Avenue of the Americas
  New York, NY 10019

           Re:     Trans World Entertainment Corporation
                   Preliminary Proxy Statement filed by Mark. R. Higgins, Mark
J. Freiman,
                      Jeff Hastings, and Philip Knowles
                   Filed May 24, 2019
                   File No. 000-14818

  Dear Mr. Freedman:

        We have reviewed your filing and have the following comments. In some
of our comments,
  we may ask you to provide us with information so we may better understand
your disclosure.

          Please respond to this letter by amending your filing, by providing
the requested
  information, or by advising us when you will provide the requested response.
If you do not
  believe our comments apply to your facts and circumstances or do not believe
an amendment is
  appropriate, please tell us why in your response.

         After reviewing any amendment to your filing and the information you
provide in
  response to these comments, we may have additional comments.

  Preliminary Proxy Statement
  Proposal Two. Advisory Vote on Executive Compensation, page 12

  1.       We note you do not make a recommendation as to this proposal but you
indicate
           elsewhere that you will vote unmarked cards against the proposal.
Please revise your
           disclosure to explain why you intend to vote unmarked cards against
the proposal.

  Additional Participant Information, page 18

  2.       Please revise the last paragraph in this section to specify the
events listed in Item
           401(f)(1)-(8) of Regulation S-K instead of solely referring security
holders to the
           regulation.
 Ryan Nebel, Esq.
Olshan Frome Wolosky LLP
May 31, 2019
Page 2

         We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff

       Please direct any questions to me at (202) 551-3619.

                                                              Sincerely,

                                                              /s/ Daniel F.
Duchovny
                                                              Daniel F.
Duchovny
                                                              Special Counsel
                                                              Office of Mergers
and Acquisitions