**Exhibit 31.2**

 

**CHIEFFINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF SARBANESOXLEY ACT 2002**

 

I, John J. Sullivan, certify that:

 

(1)          I have reviewed this annual report on Form 10–Kof Trans World Entertainment Corporation (“the Company”);

 

(2)          Based on my knowledge, this annual report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this annual report;

 

(3)          Based on my knowledge, the financial statements, andother financial information included in this annual report, fairly present inall material respects the financial condition, results of operations and cashflows of the Company as of, and for, the periods presented in this annualreport;

 

(4)          The Company’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a–15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a– 15(f)) for the Company and we have:

 

(a)          designed such disclosure controls and procedures orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b)         designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

 

(c)          evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d)         disclosed in this report any change in the Company’sinternal control over financial reporting that occurred during the Company’smost recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the Company’s internal control over financialreporting; and

 

(5)          The Company’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and the audit committee of theCompany’s board of directors:

 

(a)          all significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the Company’s ability to record,process, summarize and report financial information; and

 

(b)         any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’sinternal control over financial reporting.

 

Dated:   April 13,2006

 
|   |  s/ John J.  Sullivan                            |   |
|--------|-------------------------------------------------------|--------|
|   | Executive Vice President and Chief Financial  Officer |
|   | Trans World Entertainment Corporation                 |

 

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