**Exhibit 31.2**

 

**CHIEFFINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEYACT 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–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 presentin all material respects the financial condition, results of operations andcash flows of the Company as of, and for, the periods presented in thisquarterly report;

 

(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 15d-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’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:   December 8,2005
|   | /s/ John J. Sullivan                                  |   |
|--------|-------------------------------------------------------|--------|
|   | Executive Vice President and Chief Financial  Officer |
|   | Trans World Entertainment Corporation                 |

 

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