Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Anderson John
2. Date of Event Requiring Statement (Month/Day/Year)
07/09/2012
3. Issuer Name and Ticker or Trading Symbol
TRANS WORLD ENTERTAINMENT CORP [TWMC]
(Last)
(First)
(Middle)
38 CORPORATE CIRCLE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ALBANY, NY 12033
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) (1)   (3) 05/01/2013(2) Common Stock, par value $0.01 per share 3,000 $ 3.5 D  
Employee Stock Options (Right to Buy) (1)   (3) 04/30/2014(2) Common Stock, par value $0.01 per share 3,750 $ 10.31 D  
Employee Stock Options (Right to Buy) (1)   (3) 05/02/2015(2) Common Stock, par value $0.01 per share 4,500 $ 14.32 D  
Stock Settled Appreciation Rights (1)   (3) 05/01/2016(2) Common Stock, par value $0.01 per share 4,000 $ 5.32 D  
Stock Settled Appreciation Rights1 (1)   (3) 05/01/2017(2) Common Stock, par value $0.01 per share 3,800 $ 5.5 D  
Employee Stock Options (Right to Buy) (1)   (4) 03/01/2021(2) Common Stock, par value $0.01 per share 20,000 $ 1.73 D  
Employee Stock Options (Right to Buy) (1)   (5) 05/07/2022(2) Common Stock, par value $0.01 per share 20,000 $ 2.53 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Anderson John
38 CORPORATE CIRCLE
ALBANY, NY 12033
      Chief Financial Officer  

Signatures

John Anderson 07/19/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) All of the equity transactions listed above are pursuant to equity plans qualified under Rule 16b-3 and exempt from Section 16(b) of the Securities Exchange Act.
(2) All grants expire 10 years from date of grant.
(3) All grants are fully vested as of the earliest reporting date.
(4) 12,000 stock options vest on 3/1/2014, 4,000 vest on 3/1/2015 and 4,000 vest on 3/1/2016.
(5) 12,000 stock options vest on 5/7/2015, 4,000 vest on 5/7/2016 and 4,000 vest on 5/7/2017.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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