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): November 9, 2007

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 November 9, 2007, Trans World Entertainment Corporation issued a press release announcing that it has received a nonbinding proposal from its largest shareholder and Chief Executive Officer, Robert J. Higgins, to acquire outstanding shares of the Company that Mr. Higgins and his related persons and entities do not already own. At this time, Mr. Higgins and his related persons and entities hold approximately 40% of the issued and outstanding shares of the Company. Mr. Higgins’ preliminary proposal contemplates an offer to pay the Company’s shareholders $5.00 per share in cash. 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. A copy of the memo from Robert J. Higgins to Company employees is furnished with this report as Exhibit 99.2, 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 November 9, 2007.
99.2	Memo from Robert J. Higgins to Trans World Entertainment Corporation employees dated November 9, 2007.

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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 November 9, 2007	/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 Corporation Press Release dated November 9, 2007.
99.2	Memo from Robert J. Higgins to Trans World Entertainment Corporation employees dated November 9, 2007.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Trans World Entertainment Corporation Reports Receipt of Proposal from Robert J. Higgins

      Albany, NY, November 9, 2007 -- Trans World Entertainment Corporation (“Trans World Entertainment” or “the Company”) (Nasdaq: TWMC) announced today that it has received a nonbinding proposal from its largest shareholder and Chairman and Chief Executive Officer, Robert J. Higgins, to acquire outstanding shares of the Company that Mr. Higgins and his related persons and entities do not already own. At this time, Mr. Higgins and his related persons and entities hold approximately 40% of the issued and outstanding shares of the Company.

     Mr. Higgins’s preliminary proposal contemplates an offer to pay the Company’s shareholders $5.00 per share in cash. The proposal states further that Mr. Higgins has contacted another shareholder, Bryant Riley, to gauge his interest in directly or indirectly participating in the transaction. The proposal is subject to Mr. Higgins’ being able to arrange financing and the Board of Directors’ consent to Mr. Higgins proceeding with further discussions with Mr. Riley. Mr. Higgins has also made clear that this proposal and any successor proposal will be subject to the approval of the Board of Directors and the negotiation and execution of definitive documentation with the Company.

     This preliminary proposal was made to, and with the permission of, a Special Committee of non-management members of the Board of Directors formed in connection with the Company’s ongoing consideration of strategic alternatives to enhance shareholder value. The Special Committee has not yet reached a view on the advisability of this proposal.

     The Special Committee will review and evaluate Mr. Higgins’s proposal and his request that the Board of Directors consent to Mr. Riley’s participation in the proposal. The Special Committee expects that, in consultation with its advisors, it will be evaluating information relevant to this proposal and may become engaged in negotiations and discussions with Mr. Higgins. Trans World Entertainment does not intend to comment further on these matters until the Special Committee and the Board of Directors have completed all negotiations and discussions with Mr. Higgins relevant to this and any related or successor proposals that Mr. Higgins may make. Against this background, shareholders are urged to take into account that there is no assurance that an agreement between Mr. Higgins and the Board of Directors will be achieved and there may be additional disclosure forthcoming in the future that is relevant to these matters.

     The Special Committee has previously retained Goldman, Sachs & Co. as its financial advisor and Cleary, Gottlieb, Steen & Hamilton LLP as its legal counsel.

     Trans World Entertainment is a leading specialty retailer of entertainment software, including music, home video and video games and related products. The Company operates over 950 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.

EX-99.2

Exhibit 99.2

TO:	All Associates
FROM:	Bob Higgins, Chairman & CEO
RE:	Message and Press Release
DATE:	November 9, 2007

I am pleased to announce my intent to acquire the outstanding shares of Trans World. This process is sometimes referred to as “going private”, which will enable us to carry out our strategic initiatives for the long term benefit of the company without the short term scrutiny of the public markets. It would be premature to provide additional information beyond what is in the attached press release. Everyone should proceed with "business as usual." The Company is backed by an excellent management team and associates with deep experience and we expect to continue to grow the Company, as well as to provide excellent opportunities and benefits for all of our associates. We do not anticipate any changes in the management, business, or operations as a result of this transaction, as I mentioned already “business as usual”. We will continue to keep you apprised of the status of this transaction and provide you with additional information as the process moves forward.

Bob Higgins
Chairman & CEO