**Exhibit 31.1**

 

**CHIEFEXECUTIVE OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEYACT 2002**

 

 I, Robert J. Higgins, Chairman and ChiefExecutive Officer of Trans World Entertainment Corporation (the “Company”),certify that:

 

(1)          I have reviewed this quarterly report on Form 10–Qof the Company;

 

(2)          Based on my knowledge, this quarterly report doesnot contain 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 quarterly report;

 

(3)          Based on my knowledge, the financial statements, andother financial information included in this quarterly 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 quarterlyreport;

 

(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) and 15-d-15(e)) 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 the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

(c)          evaluated the effectiveness of the Company’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod 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 financial reporting;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:   December 8,2005
|   | /s/ Robert J. Higgins                 |   |
|--------|---------------------------------------|--------|
|   | Chairman and Chief Executive Officer  |
|   | Trans World Entertainment Corporation |

 

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