8-K

                           UNITED STATES
                 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)        January 13, 2000
                                                        ----------------

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


         NEW YORK                      0-14818                  14-1541629
- -------------------------------    ----------------		 ----------------------
(State or other jurisdiction of    (Commission File        (I.R.S. Employer
incorporation or organization)     Number)               Identification Number)


38 Corporate Circle, Albany, New York                        12203
- ----------------------------------------		 		   ----------
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code       (518) 452-1242


                                N/A
   -------------------------------------------------------------
   (Former name or former address, if changed since last report)



Item 5. Other Events.

The registrant has announced that its Board of Directors has approved a stock
repurchase program authorizing the repurchase by the Company of five million
shares of common stock.  Pursuant to this program, the Company has repurchased
one million shares of common stock from a financial institution through an
accelerated share repurchase program.  The share repurchase was funded from
available cash.

Item 7. Financial Statements and Exhibits

        c)      Exhibits                                            Page No.

                 99.1  Press release , dated January 13, 2000 issued
                       by Trans World Entertainment Corporation



SIGNATURES

Pursuant to the requirements of the Securities and 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

January 14, 2000          By:  /s/ ROBERT J. HIGGINS
                          Robert J. Higgins
                          Chairman and Chief Executive Officer
                          (Principal Executive Officer)

January 14, 2000          By:  /s/ JOHN J. SULLIVAN
                          John J. Sullivan
                          Senior Vice President-Finance
                          and Chief Financial Officer
                          (Principal Financial Officer)

EX-99.1

Exhibit 99.1


TRANS WORLD ENTERTAINMENT ANNOUNCES 5 MILLION SHARE
 REPURCHASE PROGRAM


Albany, NY, January 13, 2000 - Trans World Entertainment Corporation (Nasdaq
National Market:TWMC) today announced that its Board of Directors has approved a
stock repurchase program authorizing the repurchase by the Company of five
million shares of common stock.  Pursuant to this program, the Company has
repurchased one million shares of common stock from a financial institution
through an accelerated share repurchase program.  The share repurchase was
funded from available cash.

"Given the strength of our business, we believe the stock of Trans World
Entertainment is undervalued and represents an excellent investment
opportunity," said Robert J. Higgins, Chairman and Chief Executive Officer of
Trans World Entertainment.  "The repurchase program of nearly 10% of our
outstanding shares reflects our strong cash position and further advances our
efforts to maximize shareholder value."

The accelerated repurchase of one million shares will immediately reduce the
number of shares outstanding and will benefit shareholders through improved
earnings per share and return on equity.  The Company plans to repurchase
additional shares in open market, negotiated, or accelerated share repurchase
transactions from time to time subject to market conditions and expects to fund
the repurchases through available cash.

Trans World Entertainment is a leading specialty retailer of music and video
products.  The Company operates retail stores in 44 states, the District of
Columbia, the U.S. Virgin Islands, Puerto Rico and an e-commerce site,
www.twec.com.  Mall locations include Record Town, Camelot, The Wall, Saturday
Matinee and F.Y.E. Freestanding locations include Coconuts Music and Movies,
Strawberries Music, Spec's and Planet Music.

Certain statements in this report 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.