ITEM 5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2009, Trans World Entertainment Corporation (the "Company") announced that Bryant Riley has been appointed to the Company's Board of Directors, replacing Martin Hanaka, who retired from the Board as of the same date. Mr. Hanaka had been serving as the Chairman of the Compensation Committee and was a member of the Audit and Nominating Committees.

Mr. Riley is currently the Managing Member and founder of Riley Investment Management LLC and founder and Chairman of B. Riley & Co., LLC, a Southern California-based brokerage and investment banking firm providing research and trading ideas primarily to institutional investors since 1997. Riley Investment Management LLC is an investment adviser, which provides investment management services, and is the general partner of Riley Investment Partners Master Fund, L.P. Mr. Riley is also a director of Aldila, Inc., Alliance Semiconductor Corporation, DDi Corp., and lcc International, Transmeta, and Silicon Storage.

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS. The following are furnished as Exhibits to this Report:

Exhibit
No. Description

99.1 Trans World Entertainment Corporation Press Release dated January 12, 2009.

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