**Exhibit 31.2**

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

I, John J. Sullivan, Executive Vice President andChief Financial Officer of Trans World Entertainment Corporation (the “Company”),certify that:

(1)          I have reviewed this quarterly report on Form 10—Q of the Company;

(2)          Based on my knowledge, this quarterly report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisquarterly report;

(3)          Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theCompany as of, and for, the periods presented in this quarterly report;

(4)          The Company’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a—15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a —15(f) and 15d-15(e)) for the Company and we have:

(a)          designed such disclosure controls and procedures or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Company, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

(b)         designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c)          evaluated the effectiveness of the Company’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

(d)         disclosed in this report any change in the Company’s internal controlover financial reporting that occurred during the Company’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the Company’s internal control over financial reporting; and

(5)          The Company’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theCompany’s auditors and the audit committee of the Company’s board of directors:

(a)          all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the Company’s ability to record, process, summarizeand report financial information; and

(b)         any fraud, whether or not material, that involves management or otheremployees who have a significant role in the Company’s internal control overfinancial reporting.
| Dated:    June 8, 2006 |                                                       |
|---------------------------------------|-------------------------------------------------------|
|                                  | /s/  John J. Sullivan                            |
|                                  | Executive Vice  President and Chief Financial Officer |
|                                  | Trans World  Entertainment Corporation                |

 

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