FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * MILLER LLOYD I III 2. Issuer Name and Ticker or Trading Symbol TRANS WORLD ENTERTAINMENT CORP [TWMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 222 LAKEVIEW AVENUE, SUITE 160-365 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2011 (Street) WEST PALM BEACH, FL 33401 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 07/22/2011   G 35,002 A $ 0 35,002 (1) I By AMIL of Ohio, LLC (2) Common Stock             956,022 (1) (3) I By Milgrat I (P7) Common Stock             68,664 (1) (3) I By Trust C - Lloyd I. Miller

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MILLER LLOYD I III 222 LAKEVIEW AVENUE SUITE 160-365 WEST PALM BEACH, FL 33401	Â	  X	Â	Â

Signatures

/s/ David J. Hoyt Attorney-in-fact		02/14/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Securities Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.
(2)	Prior to October 22, 2010, these 35,002 shares of the issuer's common stock were held in a Florida UGMA account for the benefit of Alexandra B. Miller ("Ms. Miller") and were reported by the Reporting Person as indirect beneficial ownership through such UGMA account. The UGMA account for Ms. Miller terminated automatically in accordance with its terms on October 22, 2010, and until July 21, 2011 these 35,002 shares were owned by Ms. Miller, and were then transferred to AMIL of Ohio, LLC. The Reporting Person indirectly holds 0.01% interest in AMIL of Ohio, LLC and Ms. Miller holds, directly or indirectly, the remaining interest. The shares transferred to AMIL of Ohio, LLC may be deemed the gift of 0.01% of such shares (i.e., approximately 3.5 shares of the issuer) indirectly to the Reporting Person.
(3)	On May 20, 2011, 68,664 securities held by Milgrat I (P7) were transferred to Trust C. Such transaction only effected a change in the form of beneficial ownership without changing the Reporting Person's pecuniary interest in such securities and was exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13.

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