SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)*
Trans World Entertainment Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
89336Q100
(CUSIP Number)
December 31, 2006
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Page 1 of 5
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 89336Q100 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III 279-42-7925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
1,641,420
NUMBER OF -----------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,181,271
EACH -----------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,641,420
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8 SHARED DISPOSITIVE POWER
1,181,271
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,822,691
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
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12 TYPE OF REPORTING PERSON
IN-IA-OO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 4.
Page 3 of 5
Item 1(a). Name of Issuer:
Trans World Entertainment Corporation
Item 1(b). Address of Issuers's Principal Executive Offices:
38 Corporate Circle
Albany, New York 12203
Item 2(a). Name of Person Filing:
Lloyd I. Miller, III
Item 2(b). Address of Principal Business Office or, if None, Residence:
4550 Gordon Drive
Naples, Florida 34102
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
89336Q100
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable, this statement is filed pursuant to 13d-1(c)
Item 4. OWNERSHIP: The reporting person has sole voting and dispositive power
with respect to 1,641,420 shares of the reported securities as: (i) manager
of a limited liability company that is the general partner of a certain
limited partnership; (ii) custodian of accounts established pursuant to the
Florida Uniform Gift to Minors Act; (iii) trustee of certain generation
skipping trusts; (iv) trustee of certain grantor retained annuity trusts;
and (v) an individual. The reporting person has shared voting and
dispositive power with respect to 1,181,271 shares of the reported
securities as: (i) investment advisor to the trustee of a certain family
trust; (ii) with respect to shares owned by the reporting person's wife;
and (iii) investment advisor to the reporting person's ex-wife.
(a) 2,822,691
(b) 9.1%
(c) (i) sole voting power: 1,641,420
(ii) shared voting power: 1,181,271
(iii) sole dispositive power: 1,641,420
(iv) shared dispositive power: 1,181,271
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Other than those shares held directly by Lloyd I. Miller, III as an
individual, persons other than Lloyd I. Miller, III have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the reported securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
Page 4 of 5
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 5, 2007 /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III